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RNS
Cohort PLC  -  CHRT   

Final Results

Released 07:00 03-Jul-2018

RNS Number : 3434T
Cohort PLC
03 July 2018
 

 2 Waterside Drive

Arlington Business Park

Reading

Berks

RG7 4SW

 

3 July 2018

 

Cohort plc

 

COHORT PLC

 

FINAL RESULTS 

 

FOR THE YEAR ENDED 30 APRIL 2018

 

Profit progress in a challenging market

 

 

 

·     

·     

·     

·     

·     

·     

·     

·     

·     

·     

 

 

 

•       Overall results in line with expectations, performance benefited from growth at EID and MASS

•      

•      

•      

•      

•      

 

 

 

Commenting on the results, Nick Prest CBE, Chairman of Cohort plc said:

 

"Cohort again improved its performance in the year, achieving record adjusted operating profit.  A strong contribution from EID and a return to growth at MASS, with MCL steady, offset a weaker performance at SEA.  Some restructuring at SEA in 2018/19 will improve its performance."

"

"MASS, EID and MCL are all in discussions with customers about large orders, and a reasonable measure of success in relation to these prospects is important for our future performance."

For further information please contact:

 

 

 

 

 

 

 

 

NOTES TO EDITORS

 

Cohort plc (www.cohortplc.com) is the parent company for four innovative, agile and responsive businesses working primarily for defence, wider government and industry clients. 

 

·             

products and systems for the global defence market.  Cohort acquired a majority stake in June 2016.

·             

information systems and cyber security.  Acquired by Cohort in August 2006.  

·             

·              SEA (www.sea.co.uk) - an advanced electronic systems and software house operating in the defence, transport and offshore energy markets.  Acquired by Cohort in October 2007. 

 

Cohort (AIM: CHRT) was admitted to London's Alternative Investment Market in March 2006. It has its headquarters in Berkshire and employs in total around 800 core staff there and at its other operating company sites in Bristol, Cambridgeshire, Devon, Lincolnshire, Somerset, Surrey, Scotland and Portugal.

 

 

Chairman's statement

In the course of the year, we acquired a further 23% of EID

 

The Portuguese market has shown signs of returning to growth and is supported by a planned budget increase in the coming year of 9% in defence equipment spend.

 

Our main domestic market, in the UK, remains tight, with spending on, for example, support, research and development, and the commencement of new projects being constrained by the scale of commitments to existing projects.  MASS and MCL, have achieved growth in their UK MOD business, but at SEA, the continuing hiatus in research expenditure and re-scheduling of expenditure on the UK submarine programme have resulted in a weaker year.

 

Our current expectation is that the UK market for SEA will remain tight in the near term, pending commencement of our main activity on the new Dreadnought submarines.  As a result, we have carried out, at the start of 2018/19, a restructuring exercise at SEA to align its cost base with its expected revenue stream.

 

Order intake of £76.6m (2017: £108.6m) was below last year.  The reduction was mostly at EID and MCL where significant orders for Naval Communications Systems and Hearing Protection respectively were secured in 2016/17 and repetition was not expected in 2017/18.  MASS and SEA also saw lower order intake, the former due to slippage of some long-term renewals, now expected in 2018/19.  At SEA, the shortfall arose from lower levels of submarine-related orders.

MCL delivered profit in line with last year on higher revenue, the revenue growth mostly driven by delivery of Hearing Protection Systems for the UK MOD.  The net margin for MCL is lower than last year due to an increased level of bought-in product compared with support work.

EID produced a very good performance.  As expected, its net margin was lower than last year's unusually high return, although only slightly, and with growth in its revenue was able to deliver a result 12% above last year.

 

SEA fell short of its previous year's profit performance, a result of falling revenue and cost increases on certain maritime technology development projects.

The slightly weaker net margin compared to last year was a result of a change in mix with lower levels of naval support work, but was much better than our expectations for the year which were nearer 20%.

 

EID's closing order book of £18.2m provides a reasonable underpinning for the coming year, which, along with some strong order prospects, give us an expectation that EID will continue to grow its revenue whilst its net margin returns to a more historically normal level of around 20%.

A shareholders' agreement giving the Portuguese Government certain rights, most of which are typical for a minority shareholding, whilst ensuring Cohort has day-to-day management control over EID, has been agreed between the two parties.  The shareholders' agreement also puts in place an assignment by the Government of its dividend rights of up to €3m or six years, whichever is reached sooner, to Cohort plc.

Of the revenue growth, £2m was due to a full year contribution from the former SCS business.  The revenue was further boosted by a large UK Joint Forces exercise towards the end of the financial year.  The underlying MASS business saw growth in Cyber, with commencement of delivery of digital forensics systems for the Metropolitan Police and new work in cyber vulnerability investigations.  In EWOS, for export customers, MASS completed the delivery of a countermeasures project early in the year, and expects to start on delivering support for the Typhoon fighter plane this coming year.

As expected, MASS's order book decreased during the year.  Order intake of £29.1m included significant order wins from Its closing order book of £40.9m (2017: £49.3m) provides a good underpinning for 2018/19. MASS expects to secure renewals or replacements of several long-term EWOS contracts this year. This, together with

 

MASS is competing this year to renew a long-term support contract for the UK MOD, a service MASS has provided for many years for a critical part of the UK's strategic defence. We expect the result of the competition to be announced in the Autumn, and the new contract is expected to take effect in March 2019.

On 22 August 2017 we settled the final earn out payment for MCL for a consideration of £2.5m.

SEA's divisions saw a mixed performance. 

 

In defence, SEA won an important research order to continue its work on future soldier systems but despite this, the level of research work continues to be at a much lower level than we saw only a few years ago.

 

SEA made progress on delivering torpedo launch systems to overseas customers, completing one project altogether and winning a new customer in South East Asia for delivery in the next few years.

 

Elsewhere, SEA delivered the final systems on a maritime technology development contract which has suffered cost overruns arising from delays and technical issues. We anticipate no further loss on this in the future.

 

We had expected the level of submarine communications system work to fall in 2018, although this drop off was greater than we anticipated, due to delays to the Dreadnought programme.

 

SEA's transport activity in 2018 included completion of an upgrade of its bus lane enforcement system for Transport for London and provision of a new mobile phone app for London's traffic enforcement officers, activities which started in 2017. Overall, transport revenue fell slightly, but RoadFlow sales rose again with £3.4m (2017: £2.8m) of revenue derived from its various product range and services.

 

SEA's oil and gas business, based in Aberdeen, continued to be profitable despite a challenging market environment. 

 

Because of the reduction in research and its lower current submarine activity, we do not expect SEA's revenue to grow in the near term.  As a result, we have taken steps to adjust its cost base to align more closely with its expected revenue level.  The cost of this restructuring (estimated at £0.5m) will be recognised as an exceptional item in 2018/19 and will realise an annual saving of £1.0m, most of which should be achieved in the coming financial year.

As expected, the net funds of the Group grew this year from £8.5m to £11.3m.  The £15.6m (2017: £14.5m) of adjusted operating profit and a small working capital outflow resulted in £15.1m of operating cash inflow (2017: £3.3m inflow).  This stronger cash performance was

 

 

 

Business review

Operating review

Adjusted operating profit by subsidiary:

 

2018

£m

4.7

7.1

2.1

-

4.4

(2.7)

 

15.6

·     

·     

·     

·     

Alongside our organic growth strategy, we continue to see opportunities to accelerate our growth by making further targeted acquisitions. We believe that there are good businesses in the UK and overseas that would thrive under Cohort ownership, whether as stand-alone members of the Group or as "bolt-in" acquisitions to our existing subsidiaries.

In November 2017 we completed the acquisition of a further stake of 23% in EID, taking our holding to 80%, the Portuguese Government retaining the other 20%.  As part of this transaction, the parties entered into an agreement which gives certain rights and protections to the Portuguese Government as a minority shareholder. The agreement also provides that the Portuguese Government assigns to Cohort its dividend rights up to a value of €3m or for six years, whichever is the sooner.  After this arrangement expires, the Government will be entitled to 20% of any future dividend declared by EID.

 

Divisional Review

 

 

Revenue

Adjusted operating profit

Operating cash flow

Above figures are for 100% of EID and for the year ended 30 April 2018 (10 months ended 30 April 2017)

 

 

Divisional Review

 

Revenue

Adjusted operating profit

Operating cash flow

 

Divisional Review

 

2018

£m

2017

£m

Revenue

17.4

14.8

Adjusted operating profit

2.1

2.1

Operating cash flow

5.9

0.5

The above figures are for 100% of MCL in both years

 

 

Divisional Review

 

2018

£m

2017

£m

Revenue

37.8

44.4

Adjusted operating profit

4.4

5.3

Operating cash flow

4.0

(5.5)

The change in SEA's business over the last few years is analysed as follows

 

2016

2017

2018

 

£m

£m

£m

Submarines

21.1

16.9

7.3

Research

8.1

2.1

2.3

Other

19.6

25.4

28.2

SEA total revenue

48.8

44.4

37.8

The submarine and research activities are exclusively for the UK MOD.

  Total transport revenue dropped slightly, as the delivery of the upgrade to Transport for London for its Digital Traffic Enforcement Systems (DTES) fell following peak activity in the second half of last year.

·     

 

·     

 

·     

·     

·     

Revenue by sector and business

 

EID

MASS

MCL

SCS

SEA

Group

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

 

%

2017

£m

 

%

Defence & Security

17.2

16.0

34.6

30.7

17.4

14.7

-

4.9

30.1

35.6

99.3

89

101.9

90

Transport

-

-

-

-

-

-

-

-

5.4

5.9

5.4

5

5.9

5

Offshore energy

-

-

-

-

-

-

-

-

2.1

2.0

2.1

2

2.0

2

Other commercial

1.9

-

2.9

1.8

-

0.1

-

0.1

0.2

0.9

5.0

4

2.9

3

 

19.1

16.0

37.5

32.5

17.4

14.8

-

5.0

37.8

44.4

111.8

100

112.7

100

 

The defence and security revenue is further broken down as follows:

 

 

EID

MASS

MCL

SCS

SEA

Group

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

2017

£m

2018

£m

 

%

2017

£m

 

%

Direct to UK MOD

-

-

20.1

14.4

15.7

12.5

-

2.4

7.0

5.8

42.8

38

35.1

31

Indirect to UK MOD where the Group acts as a sub-contractor or partner

 

0.4

 

-

 

4.2

 

5.5

 

0.3

 

0.5

 

-

 

1.1

 

16.0

 

23.7

 

20.9

 

19

 

30.8

 

27

Total to UK MOD

0.4

-

24.3

19.9

16.0

13.0

-

3.5

23.0

29.5

63.7

57

65.9

58

Portuguese MOD

5.2

2.4

-

-

-

-

-

-

-

-

5.2

5

2.4

2

Security

-

-

3.3

0.8

0.9

0.7

-

0.2

-

-

4.2

4

1.7

2

Export defence

11.6

13.6

7.0

10.0

0.5

1.0

-

1.2

7.1

6.1

26.2

23

31.9

28

 

16.8

16.0

10.3

10.8

1.4

1.7

-

1.4

7.1

6.1

35.6

32

36.0

32

 

17.2

16.0

34.6

30.7

17.4

14.7

-

4.9

30.1

35.6

99.3

89

101.9

90

 

 

Defence and security revenue is categorised into market segments as follows:

 

 

Year ended

30 April 2018

Year ended

30 April 2017

£m

%

£m

%

By market segment

 

 

 

 

Maritime combat systems

C4ISTAR

Cyber security and secure networks

Simulation and training

Research, advice and support

Other

Total defence and security revenue

 

The Group's total revenue, broken down by type of deliverable is as follows:

 

 

Year ended

30 April 2018

Year ended

30 April 2017

£m

%

£m

%

Product (hardware and/or software)

Customised systems or sub-systems (hardware and/or software)

Services

Total revenue

 

 

Revenue analysis

 

Our people

Operational Outlook

Order intake and order book

 

 

Order intake

Order book

 

2018

£m

2017

£m

2018

£m

2017

£m

EID

8.4

18.9

18.2

27.6

MASS

29.1

32.0

40.9

49.4

MCL

12.1

23.3

10.3

15.5

SCS

-

3.0

-

-

SEA

27.0

31.4

33.1

44.0

 

76.6

108.6

102.5

136.5

 

 

 

Delivery of the Group's order book into revenue

 

To view the table which shows the underpinning of future revenue from the current order book , please click on, or paste the following link into your web browser:

 

http://www.rns-pdf.londonstockexchange.com/rns/3434T_1-2018-7-2.pdf

·      The renewal of a major support contract for MASS. The UK MOD is conducting a competition to select the supplier, and this is likely to be decided this Autumn.

·      Further export EWOS contracts for MASS, particularly for the supply of countermeasures and the provision of local support in the Middle East.

 

·      A large opportunity for EID to supply vehicle intercom systems to a customer in the Middle East.

 

·      An extension of MCL's contract to provide tactical intelligence-gathering equipment to the Royal Navy.

 

·      Several competitive opportunities for SEA to provide its Torpedo Launch System for export customers, and, working with EID, to supply communications equipment for the Royal Navy's new Type 31 Frigate.

 

 

 

 

This facility is expected to be renewed on or before November 2018, discussions with our banks having already commenced.

At this stage, we have every expectation that the facility will be renewed on broadly similar terms to the existing facility but with only two banks participating, NatWest and Lloyds.

7.1

18

3.9

0.2

6.0

20

4.5

2.8

5.0

19

4.1

9.2

4.2

20

4.6

1.5

 

 

 

Adjusted operating profit

 

Tax, dividends, capital expenditure, interest, loans and investments

 

 

Year ended 30 April 2017

100% owned businesses throughout the year ended 30 April 2018

Dilution from higher weighted average number of shares (due to option exercises)

 

 

 

 

 

Amortisation of other intangible assets:

 

 

 

 

 

 

Note 1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All profit for the year is derived from continuing operations. 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 30 April 2018

 

 

Profit for the year

Foreign currency translation differences on net assets of EID, net of loan used to finance acquisition

Other comprehensive income for the year, net of tax

Total comprehensive income for the year

Attributable to:

 

 

Equity shareholders of the parent

Non-controlling interests

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 April 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Group

Attributable to the equity shareholders of the parent

Non-

controlling

 interests

£'000

 

Share

capital

£'000

Share

premium

account

£'000

Own

shares

£'000

Share

option

reserve

£'000

Other

reserves

£'000

Retained

earnings

£'000

Total

£'000

Total

equity

£'000

 

At 1 May 2016

4,096

29,657

(2,735)

1,067

(5,500)

38,394

64,979

5,810

70,789

 

Profit for the year

-

-

-

-

-

3,672

3,672

(1,564)

2,108

 

Other comprehensive income for the year

-

-

-

-

-

287

287

(192)

95

 

Total comprehensive income for the year

-

-

-

-

-

3,959

3,959

(1,756)

2,203

 

Transactions with owners of Group and non-controlling interests, recognised directly in equity

 

 

 

 

 

 

 

 

 

 

Equity dividends

-

-

-

-

-

(2,544)

(2,544)

-

(2,544)

 

Vesting of Restricted Shares

-

-

-

-

-

117

117

-

117

 

Own shares purchased

-

-

(109)

-

-

-

(109)

-

(109)

 

Own shares sold

-

-

583

-

-

-

583

-

583

 

Net loss on selling own shares

-

-

1,119

-

-

(1,119)

-

-

-

 

Share-based payments

-

-

-

221

-

-

221

-

221

 

Deferred tax adjustment in respect of share-based payments

 

-

 

-

 

-

(336)

 

-

-

 

(336)

 

-

 

(336)

 

Transfer of share option reserve on vesting of options

-

-

-

(169)

-

169

-

-

-

 

Non-controlling interest introduced on acquisition of EID

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,115

 

5,115

 

Effect of acquisition of non-controlling interest in MCL

-

-

-

-

5,035

(2,075)

2,960

(5,011)

(2,051)

 

At 30 April 2017

4,096

29,657

(1,142)

783

(465)

36,901

69,830

4,158

73,988

 

Profit for the year

-

-

-

-

-

8,087

8,087

389

8,476

 

Other comprehensive income for the year

-

-

-

-

-

(300)

(300)

133

(167)

 

Total comprehensive income for the year

-

-

-

-

-

7,787

7,787

522

8,309

 

Transactions with owners of Group and non-controlling interests, recognised directly in equity

 

 

 

 

 

 

 

 

 

 

Equity dividends

-

-

-

-

-

(3,035)

(3,035)

-

(3,035)

 

Vesting of Restricted Shares

-

-

-

-

-

175

175

-

175

 

Own shares purchased

-

-

(1,467)

-

-

-

(1,467)

-

(1,467)

 

Own shares sold

-

-

697

-

-

-

697

-

697

 

Net loss on selling own shares

-

-

722

-

-

(722)

-

-

-

 

Share-based payments

-

-

-

273

-

-

273

-

273

 

Deferred tax adjustment in respect of share-based payments

-

-

-

(248)

-

-

(248)

-

(248)

 

Transfer of share option reserve on vesting of options

-

-

-

(182)

-

182

-

-

-

 

Completion of acquisition of MCL by settlement of non-controlling interests' earn out

-

-

-

-

465

-

465

-

465

 

Effect of acquisition of 23.09% of non-controlling interest in EID

-

-

-

-

-

(1,388)

(1,388)

(2,126)

(3,514)

 

At 30 April 2018

4,096

29,657

(1,190)

626

-

39,900

73,089

2,554

75,643

 

                       

 

 

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 30 April 2018

 


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NOTES TO THE PRELIMINARY RESULTS ANNOUNCEMENT

 

1.         

 

The financial information contained within this preliminary report has been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) as adopted by the EU and applying at 30 April 2018.  The information in this preliminary statement has been extracted from the financial statements for the year ended 30 April 2018 and as such, does not contain all the information required to be disclosed in the financial statements prepared in accordance with IFRS.

 

The non-controlling interest (49.999%) of MCL was acquired 31 January 2017.  As the Group had effective control from the original acquisition date, 9 July 2014, 100% of MCL's result and balances have been consolidated from that date with the non-controlling interest identified up to 31 January 2017.

 

57% of EID was acquired 27 June 2016 and a further 23% was acquired on 24 November 2017, taking the Group's holding to 80%.  The Group has had effective control from 27 June 2016.  Therefore, 100% of EID's result and balances has been consolidated from 27 June 2016 with the non-controlling interest identified.

 

The Group's Annual Report for the year ended 30 April 2018 has yet to be delivered to the Registrar of Companies.  The auditors have reported on these accounts.  Their report was not qualified and did not contain a statement under Section 498 of the Companies Act 2006. The figures for the year ended 30 April 2018 and 2017 do not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

 

The comparative figures for the financial year ended 30 April 2017 are not the Company's statutory accounts for that financial year.  Those accounts have been reported on by the Company's auditor and delivered to the Registrar of Companies.  The report of the auditor was:

i.           unqualified,

ii.          did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying

their report, and

iii.         did not contain a statement under section 498(2) or (3) of the Companies Act 2006.

 

The preliminary announcement was approved by the Board and authorised for issue on 3 July 2018.

 

Copies of the Annual Report and accounts for the year ended 30 April 2018 will be posted to shareholders on 27 July 2018 and available on the Company's website (www.cohortplc.com) from that date.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The current year corporation tax charge (2017: credit) includes £nil (2017: £512,000) in respect of exceptional items and the current year deferred tax credit includes a credit of £1,063,000 (2017: credit of £2,402,000) in respect of the amortisation of other intangible assets and a credit of £53,000 (2017: £86,000 charge) in respect of marking forward exchange contracts to market value at the year end.


 

The earnings per share are calculated by dividing the earnings for the year by the weighted average number of ordinary shares in issue as follows:

 

 

 

 

 

The adjustments for the amortisation of intangible assets in respect of EID and MCL and the credit on marking forward exchange contracts to market for the year ended 30 April 2018 and the year ended 30 April 2017 reflect the interests of the equity holders of the parent only and exclude the proportion allocated to the non-controlling interest in each year.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The proposed final dividend for the year ended 30 April 2018 is 5.65 pence (2017: 4.90 pence) per ordinary share.  This dividend will be payable on 19 September 2018 to shareholders on the register at 24 August 2018 subject to approval by shareholders at the AGM on 11 September 2018.

 

The total paid and proposed dividend for the year ended 30 April 2018 is 8.20 pence per ordinary share; a cost of £3,369,000 (2017: 7.10 pence per ordinary share; cost of £2,891,000).

 

The charge for the year ended 30 April 2018 of £3,035,000 is the final dividend for the year ended 30 April 2017 paid (£1,999,000) and the interim dividend for the year ended 30 April 2018 paid (£1,036,000).

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The acquisition of 100% MCL was completed last year, 31 January 2017.  At that time, an earn out payable to the non-controlling interests was estimated at £2,426,000 and recognised as a creditor due less than one year.  On 22 August 2017, an amount of £2,529,000 was paid in full and final settlement of the earn out.

No further amounts are payable by Cohort plc in respect of the acquisition of MCL.

 

As announced on 24 November 2017, Cohort plc acquired a further 23.09% of EID for a total consideration of £3.5m (€4.4m) taking the Group's holding from that date to 80%.  The non-controlling interest of EID (held by the Portuguese Government) is now 20%.

 

On acquiring a further 23.09% of EID, the following adjustment arose in the accounts of Cohort plc:

 

 

 

 

 

 

 

EID contributed £4.7m of adjusted operating profit on £19.1m of revenue for the year ended 30 April 2018, of which £11.6m and £2.5m respectively were for the period from 25 November 2017 to 30 April 2018.

 

Further costs of £50,000 were incurred in acquiring the further proportion of the non-controlling interest.  These have been recognised as an exceptional item in the consolidated income statement.

 


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Final Results - RNS