Good morning!

Cohort (LON:CHRT)

The market has given a thumbs up to an £8m acquisition announced this morning, by defence contractor Cohort, of a company called Marlborough Communications. I've been saying for a while that Cohort should do something with its surplus cash, so this is an encouraging move. As they are paying cash, then naturally it is earnings enhancing, as cash is currently yielding virtually nothing just sitting in the bank.

The RNS today quotes turnover and EBIT figures for the acquired company, with 2012 figures of £12.4m turnover and £1.9m EBIT said to be typical. I can't determine whether it's a good acquisition or not, without knowing the proper profit figure! EBIT is not a proper profit figure, as the company could be capitalising a whole load of development spending and other capex. So I would have liked the announcement to refer to a proper profit figure.

EDIT: I've spoken to the company's advisers, and am happy to correct this point. They say that the EBIT number is quoted because they want to report profit on a cash/debt neutral basis. I was thinking of EBITA or EBITDA as being inflated figures, but of course thinking about it more clearly after my second cup of Aldi colombian coffee, the EBIT figure is perfectly fine, as that includes depreciation charges. So my mistake on this point, which I'm happy to correct. Apologies for the earlier misunderstanding. 

Note that the deal is for 50% plus one share, so Marlborough Comms will become a subsidiary, with its full numbers brought into the consolidated group accounts from the date of acquisition, but there will be a significant "minority interest" line on both the P&L and Balance Sheet, to reflect the part of profit and net assets that is not owned by Cohort. The EPS figure adjusts for this though, so is usually the easiest number to focus on in  (relatively unusual these days) situations where subsidiaries are not 100% owned.

As regards the other 50% (minus one share) part of Marlborough Comms, there is an unusual but quite interesting way of dealing with that;

Cohort has agreed to acquire the remaining MCL shares following the end of the year to 30 September 2016 at a price determined by MCL's order book and EBIT performance for the years ended 30 September 2015 and 2016. Cohort's obligation will lapse in the event…

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