Interim Results
COHORT PLC
INTERIM RESULTS FOR THE HALF YEAR ENDED
31 OCTOBER 2006
GOOD STRATEGIC AND FINANCIAL PROGRESS
Cohort plc, a leading independent defence technical services business, today announces interim results for the
half year to 31 October 2006. Highlights include:
- Group turnover up 60% to £13.6m (including 15.8% organic growth for SCS).
- Three months maiden contribution of £3.8m turnover and £0.5m operating profit from Mass.
- Normalised* profit before tax £1.1m.
- Normalised* earnings per share 3.1p.
- Interim dividend 0.4p.
- Strong balance sheet with £3.6m cash at the period end.
- Operating cash inflow up 148% to £1.0m.
*Before exceptional items and goodwill amortisation.
Commenting on the result, Nick Prest CBE, Chairman of Cohort plc said:
"With strong revenue growth from SCS and the acquisition of Mass in August, Cohort has made good progress in
executing the strategy set out at the time of flotation in March 2006. The Board is positive about
the outlook".
For further information, please contact
Cohort plc 014 9184 3150
Nick Prest, Chairman
Stanley Carter, Chief Executive
Investec 020 7597 5970
Michael Ansell, Martin Smith
Gainsborough Communications 020 7190 1705
Julian Walker
NOTES TO EDITORS
Cohort plc (www.cohortplc.com)
Cohort is a defence technical services group. It operates through two wholly-owned subsidiaries, Systems
Consultants Services Limited ("SCS") and Mass Consultants Limited ("Mass"), both of which are leading
independent service providers, working for defence, wider government and industry clients.
- Cohort's original operating company, SCS, provides independent consultancy support, which
combines technical expertise with practical experience and domain knowledge, primarily but not
exclusively to the defence sector.
- Mass was acquired by Cohort in August 2006 for an initial consideration of £12.5m and is an
independent UK Systems House focused on the defence and aerospace markets. Mass offers specialist
skills in four main business areas: Managed Services, Electronic Warfare, Secure Communications and
Information Assurance.
Cohort was specifically established to capitalise on consolidation and organic growth opportunities in the
defence technical services market and was admitted to trading on AIM on 8 March 2006.
CHAIRMAN'S STATEMENT
OVERVIEW
Cohort has made good progress in executing the strategy set out at the time of flotation in March 2006:
namely to exploit the good opportunities for organic growth in its then sole subsidiary, Systems
Consultants Services Limited (SCS), and to make acquisitions of complementary companies. SCS showed
strong revenue growth in the first half of the financial year relative to the same period in 2005 and
in August 2006 Cohort acquired Mass Consultants Limited (Mass).
FINANCIALS
In the six months ended 31 October 2006, Cohort achieved group turnover of £13.6m (2005: £8.5m) representing a
60% increase. The turnover for the first half included £9.8m from SCS (which represented growth of
15.8% on 2005), and a maiden contribution of £3.8m from Mass for the three months from
1 August 2006.
Group operating profit before accounting for the share of joint ventures, exceptional items and goodwill
amortisation was £1.1m (2005: £1.0m) and included central costs of £0.3m (2005: £nil) reflecting the
costs of being a public company for the first time.
The operating profit included a maiden contribution from Mass of £0.5m for the period from 1 August to
31 October 2006.
SCS's operating profit for the first half was £0.9m (2005: £1.0m) on turnover of £9.8m (2005: £8.5m). This was
marginally down on 2005, the higher turnover and margin being offset by an increase in staff costs as
new revenue generating personnel and support staff were recruited in the second half of 2005 and the
early part of 2006 to manage the increased scale of the business, provide a base for further expansion
and meet the reporting and governance requirements of being part of a public company.
The Group incurred a small loss in its joint venture undertakings, reflecting the developmental nature of these
businesses.
The normalised earnings per share (before exceptional items and goodwill amortisation) for the six months ended
31 October 2006 are 3.12 pence per ordinary share (2005: 4.36 pence), reflecting the impact of the
flotation.
Net cash flow from operating activities was £1.0m (2005: £0.4m). The period ended with £3.6m of cash on the
balance sheet, having paid out £11.7m in cash for the acquisition of Mass, £8.5m of which was funded
from the net proceeds of an equity fundraising and the balance of £3.2m from Cohort's own cash
resources.
SCS
Since the start of the year, SCS has built good momentum across most of its business areas. First half revenue of
£9.8m was 5.8% ahead of the same period in 2005. While SCS's workload continues to be made up of a
substantial number of relatively low value contracts, a number of more significant assignments have
been booked. These include two important air defence programmes: the Land Environment Air Picture
Provision project (working with Lockheed Martin), which could be worth more than £5m to SCS over a
four-year period, and the Network-Enabled Air Defence and Surveillance project (working with the
Advantage Business Group).
MASS
Cohort acquired Mass on 1 August 2006 for an initial consideration of £12.5m with up to an additional £0.5m
payable against receipt of future major orders. The order book of Mass at acquisition was £33.3m.
Mass delivers systems engineering, and software and electronic engineering services and solutions
(including design and manufacture), primarily to defence and aerospace customers. Particular areas of
expertise are in the management of secure IT services, electronic warfare and secure communication,
especially for airborne platforms.
Since the acquisition, integration of Mass with Cohort and SCS has proceeded well and the company has traded in
accordance with our expectations.
Mass has a greater export focus than SCS and also a stronger presence in air and sea sectors. These are
complementary strengths and we see opportunities over time to exploit the market positions of SCS and
Mass to the benefit of both companies.
DIVIDENDS
In accordance with the Group's progressive dividend policy, it plans to pay an initial interim dividend of
0.4 pence per ordinary share on 8 March 2007 to shareholders on the register at 9 February 2007.
OUTLOOK
The Group's order book at 31 October 2006 stood at £37.9m with £12.7m of this being deliverable in the second
half. This, together with a strong pipeline of prospective business, provides confidence for
continued progress in the full year.
The Cohort business model of providing technical advice and services to defence markets, independent of major
producer interests, is strong and we intend to exploit it by capitalising on the organic growth
opportunities available to both SCS and Mass and by making complementary acquisitions as available
opportunities arise. The Board is positive about the overall outlook.
CONSOLIDATED PROFIT AND LOSS ACCOUNT
For the six months ended 31 October 2006
Six months ended Six months ended Year ended
31 October 2006 31 October 2005 30 April 2006
Unaudited Unaudited Audited
£000 £000 £000
Notes
Group turnover 2 13,596 8,477 17,823
Cost of sales (10,151) (6,302) (13,318)
Gross profit 3,445 2,175 4,505
Administrative expenses 3 (2,537) (1,195) (2,708)
Group operating profit 2 908 980 1,797
Share of operating result of joint
ventures (116) (70) (148)
Total operating profit 792 910 1,649
Exceptional items:
Net provision against joint venture
investments and commitments - 72 102
Provision against related party
undertakings - (229) (339)
Profit/(Loss) on the sale of
tangible fixed assets 2 3 - (82)
3 (157) (319)
Profit on ordinary activities before
interest 795 753 1,330
Interest receivable 119 61 105
Interest payable and similar charges (10)
(44) (76)
109 17 29
Profit on ordinary activities before
taxation 904 770 1,359
Tax on profit on ordinary activities 4 (333) (236) (440)
Profit on ordinary activities after tax 571 534 919
Basic earnings per share 5 2.41p 3.37p 5.47p
Diluted earnings per share 5 2.39p 3.37p 5.45p
Normalised basic earnings per share
5 3.12p 4.36p 6.76p
CONSOLIDATED BALANCE SHEET
As at 31 October 2006
31 October 2006 31 October 2005 30 April 2006
Unaudited Unaudited Audited
£000 £000 £000
Notes
Fixed assets
Goodwill 6 13,562 - -
Tangible fixed assets 371 981 99
Net investment in joint ventures (210) (51) (91)
13,723 930 8
Current assets
Stock 82 - -
Debtors 7,622 5,498 6,375
Cash at bank and in hand 3,426 203 5,591
11,130 5,701 11,966
Creditors: amounts falling due within one year (5,167) (3,342) (2,830)
Net current assets 5,963 2,359 9,136
Total assets less current liabilities 19,686 3,289 9,144
Creditors: amounts falling due after more than one
year - (447) -
Provisions for liabilities and charges 6 (780) (270) (220)
Net assets 18,906 2,572 8,924
Capital and reserves
Called up share capital 2,946 1 2,212
Share premium account 14,134 - 5,339
Profit and loss account 1,826 2,571 1,373
Equity shareholders' funds 7 18,906 2,572 8,924
CONSOLIDATED CASH FLOW STATEMENT
For the six months ended 31 October 2006
Six months ended Six months ended Year ended
31 October 2006 31 October 2005 30 April 2006
Unaudited Unaudited Audited
Notes £000 £000 £000
Net Cash Flow from operating activities 970 391 893
Returns on investments and servicing
of finance 132 24 28
Taxation paid - - (603)
Capital expenditure and financial
investment (62) (291) 463
Acquisitions:
Purchase of shares in Mass Consultants
Limited 6 (11,670) - -
Investment in joint ventures - - (50)
(11,670) - (50)
Equity dividend paid (118) (159) (159)
Cash (outflow)/inflow before management of
liquid resources and financing (10,748) (35) 572
Net management of liquid resources 2,118 - (5,278)
Financing:
Issue of ordinary shares (net of costs) 8,529 - 5,323
Net debt movement 54 (15) (875)
8,583 (15) 4,448
Decrease in cash in the period (47) (50) (258)
At 31 October
At 1 May 2006 Cash flow 2006
£000 £000 £000
Funds reconciliation
Cash and bank 313 (47) 266
Short term deposits 5,278 (2,118) 3,160
5,591 (2,165) 3,426
Finance lease 251 (54) 197
5,842 (2,219) 3,623
1. BASIS OF PREPARATION
The interim financial information has been prepared on a consistent basis using the accounting policies set out
in the report and financial statements for the year ended 30 April 2006.
In accordance with s240(3) of the Companies Act 1985, the unaudited results do not constitute statutory financial
statements of the Company. The six months results for both years are unaudited.
2. SEGMENTAL ANALYSIS
Six months ended Six months ended 31 Year ended
31 October 2006 October 2005 Unaudited 30 April 2006
Unaudited £000 Audited
£000 £000
Group Turnover
SCS 9,820 8,477 17,823
Mass (acquired 1 August 2006) 3,776 - -
13,596 8,477 17,823
Group operating profit
SCS 911 980 1,907
Mass (acquired 1 August 2006) 464 - -
Central Costs (296) - (110)
Goodwill amortisation (171) - -
908 980 1,797
Group turnover excludes the Group's share of joint venture turnover of £123,000 (£115,000 for the six months
ended 31 October 2005; £185,000 for the year ended 30 April 2006).
3. ADMINISTRATIVE EXPENSES
Administrative expenses includes goodwill amortisation of £171,000 for the six months ended 31 October 2006 (six
months ended 31 October 2005 - £nil; twelve months ended 30 April 2006 - £nil).
4. TAX ON PROFIT ON ORDINARY ACTIVITIES
Six months ended Six months ended 31 Year ended
31 October 2006 October 2005 Unaudited 30 April 2006
Unaudited £000 Audited
£000 £000
Corporation tax
Current year 333 236 406
Deferred taxation - - 34
333 236 440
The tax charge for the six months ended 31 October is based upon the anticipated charge for the full year.
5. EARNINGS PER SHARE
The earnings per share are calculated as follows:
Six months ended Six months ended 31 Year ended
31 October 2006 October 2005 Unaudited 30 April 2006
Unaudited £000 Audited
£000 £000
Earnings
Basic and diluted earnings 571 534 919
Exceptional items (net of tax) (3) 157 217
Basic and diluted earnings before
exceptional items 568 691 1,136
Goodwill 171 - -
Basic and diluted normalised
earnings 739 691 1,136
Number Number Number
Weighted average number of shares
For the purposes of basic earnings
per share 23,650,201 15,840,000 16,791,727
Share options 194,539 - 65,311
For the purposes of diluted earnings
per share 23,844,740 15,840,000 16,857,038
6. ACQUISITION OF MASS CONSULTANTS LIMITED
Cohort plc acquired Mass Consultants Limited on 1 August 2006.
Acquisition balance Fair value adjustments Fair value balance
sheet £000 sheet
£000 £000
Earnings
Fixed assets 365 (82) 283
- -
Net current liabilities (417) (114) (531)
Cash - - -
Provisions (40) (20) (60)
(92) (216) (308)
Consideration (13,000)
Costs of acquisition (425)
Goodwill (13,733)
Consideration and costs satisfied by:
Issue of new shares 1,000
Cash 11,670
Creditors 255
Deferred consideration (included in provisions
at 31 October 2006) 500
13,425
7. EQUITY SHAREHOLDER'S FUNDS
Six months ended Six months ended 31 Year ended
31 October 2006 October 2005 Unaudited 30 April 2006
Unaudited £000 Audited
£000 £000
At 1 May 8,924 2,197 2,197
Profit after tax 571 534 919
Equity dividends paid (118) (159) (159)
Issue of new 10p ordinary shares - 6,803
- AIM flotation -
Costs of new share issue and - (836)
placing for AIM flotation -
Issue of new 10p ordinary shares - -
- Mass acquisition 9,906
Cost of new share issue for Mass - -
acquisition (377)
At close of period 18,906 2,572 8,924
Cohort PLC