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REG - Cohort PLC - Final Results <Origin Href="QuoteRef">CHRT.L</Origin> - Part 2

- Part 2: For the preceding part double click  ID:nRSc4994Ja 

primarily by SEA, EID and MCL.  63.6    56   47.0    42   
 Application software  Application software: the design and supply of specialist software systems such as MASS's work on Project SHEPHERD and SEA's work for its transport and defence customers.                                                              11.1    10   8.7     8    
 Secure networks       Secure networks: the provision of advice and system implementation to protect against cyber attack and other threats. MASS provides these services for a range of clients.                                                              9.7     9    7.9     7    
 Operational support   Operational support: the provision of direct support to active operations which takes place at MASS through its Electronic Warfare Operational Support activities, and at SEA in defence and offshore energy.                           9.0     8    11.3    10   
 Specialist expertise  Specialist expertise: the provision of expert individuals as part of a customer's team. Two of our businesses are active in this area, SEA and MASS.                                                                                    6.8     6    12.0    11   
 Training              Training: this includes formal, on-the-job and scenario-based training services. An example is MASS's provision of exercise-based training for the UK's Joint Forces Command.                                                           6.4     6    10.7    9    
 Studies and analysis  Studies and analysis: other self-contained studies, consultancy and analytical work such as SEA's work on the Protector UAV                                                                                                             4.7     4    8.9     8    
 Applied research      Applied research: the management and execution of scientific investigation work aimed at specific objectives, mostly at SEA.                                                                                                            1.4     1    6.1     5    
                                                                                                                                                                                                                                                               112.7   100  112.6   100  
 
 
Notable changes between 2016 and 2017 were: 
 
·      A significant growth in defence products, in absolute and percentage
terms. A major factor in this was the acquisition of EID, whose output is
almost 100% product.  Other contributing factors included growth at MCL and
SEA's naval product and support business and enforcement systems in
transport. 
 
·      A fall in specialist expertise provision.  This has been steadily
declining over the last few years and the reorganisation of SCS and the
cessation of some of this activity at MASS during the year contributed to a
further significant drop. 
 
·      A fall in studies and analysis activity.  Again, following the
reorganisation of SCS, which was prompted by the loss of a significant piece
of work in this capability area. 
 
·      A fall in applied research as the DDE project, which completed in
2015/16 has not yet been renewed. 
 
We have maintained our capability breakdown analysis as for last year but with
the Group's focus moving towards more product, software, secure information
systems and cyber we are likely to revisit the capability analysis in
2017/18. 
 
Our people 
 
At the year end the Group had 811 (2016: 648) permanent employees as well as a
number of people on fixed-term or task-specific contracts. Many of these are
highly qualified engineers, mathematicians and scientists and along with our
management and support people, all make important contributions. 
 
In the 2017 financial year in our Business Excellence Award scheme, the Gold
Award went to the team from SEA for designing, testing and manufacturing a low
profile sonar array, known as the Krait Array.  This array, which is only 16mm
in diameter is much lighter than the usual towed arrays deployed by navies
around the world.  We have already seen some significant sales of this product
and prospects for further deployments, especially in combination with unmanned
surface vehicles, are good. 
 
Other team winners included MCL for expanding its hearing protection offering
to other key military users. 
 
The awards also gave an opportunity to celebrate some relatively unsung but
important achievements by the Group's support staff. 
 
Having completed the Group's first Leadership Development Scheme last year,
the second Leadership Development Scheme commenced in 2016/17.  The scheme is
intended to hone the skills of the next generation of our senior leaders and
is supported by the top management of both the operating businesses and the
headquarters team. As well as developing individual skills and encouraging
people to achieve their full potential we see this as being a way to encourage
the growth of informal networks across the Group, improving our ability to
share information and work together more effectively.  In addition, a scheme
to broaden the skills of some of our able technical people was also launched
in the year. 
 
Cohort's largest customers are the UK armed forces, and the work we do helps
them to carry out their vital task more effectively. This is a significant
motivating factor for our people, many of whom are current reservists or
former members of the armed forces themselves. Cohort is proud to have been an
early signatory of the UK Armed Forces Corporate Covenant and as a Group we
currently hold two Silver Awards under the Defence Employer Recognition
Scheme. 
 
Our people are frequently involved in fund-raising for armed forces charities,
activities which we are pleased to support, in a modest way, corporately,
either directly or through matching employee efforts the Group donated nearly
£34,000 in 2016/17 (2015/16: £36,000), the majority to military charities
including SSAFA, and charities local to our businesses. 
 
All of the Group's capabilities and customer relationships ultimately derive
from our people, and such success as we have enjoyed is a result of their
efforts. We would like to take this opportunity to express our thanks to all
employees of Cohort and its businesses. 
 
Operational Outlook 
 
Order intake and order book 
 
       Order intake  Order book  
       2017£m        2016£m      2017£m  2016£m  
 EID   18.9          -           27.6    -       
 MASS  32.0          20.3        49.4    41.7    
 MCL   23.3          18.0        15.5    7.0     
 SCS   3.0           20.1        -       11.7    
 SEA   31.4          36.4        44.0    55.6    
       108.6         94.8        136.5   116.0   
 
 
Note: The closing order books of MASS and SEA as at 30 April 2017 include
£8.2m and £1.5m respectively of order book transferred from SCS on its
reorganisation on 1 November 2016. 
 
The increase in the Group's order intake was due to the improved order intake
at MASS and MCL as well as the introduction of EID. 
 
As indicated at the interim report stage last December, SCS's order intake was
significantly down on 2015/16 and when including the intake in its former
divisions (now within MASS and SEA) was only around £4.0m in total for the
year, considerably down on last year, although 2015/16 did include over £9m in
respect of a two year renewal of the JWC contract, the extension of which, for
a further two years, is expected in 2017/18. 
 
The Group's closing order book includes £23.1m of acquired order book with EID
and £1.5m increase in its value on revaluing the underlying EID Euro order
book at the closing exchange rate at 30 April 2017. 
 
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/4994J_1-2017-6-28.pdf 
 
EID's order intake since acquisition last June was nearly £19m and included
over £8m of orders from its domestic customer, the Portuguese MoD. The most
important single element of this was an order of just over £6m for the next
generation of communication equipment for the Portuguese Army. 
 
The balance of order intake (£11m) was export, underlining EID's very good
export record. 
 
EID's underpinning for the coming year is good and prospects for its domestic
customer and export opportunities support our view that its revenue will grow
in the coming year. 
 
MASS's order intake of £32.0m included some key wins in markets that MASS has
been working to grow over the last few years. 
 
A ten year secure information management service for the RAF's Sentry platform
was secured at £12.5m, building on MASS's existing support work for this
customer.  Late in the year, a nine year managed service to run and support
the Metropolitan Police Services' Digital Forensic programme at £8.6m was
secured.  This latter order, a significant win for MASS with a new customer in
a growing market, utilises MASS's experience in running long term technical
managed service programmes. We are looking to expand this offering to other
police and related security services in the UK and overseas. 
 
MASS's closing order book of over £49m provides good underpinning for the
coming year giving us optimism that MASS's revenue, including the former SCS
division of Training Support, will grow. 
 
MCL had a very good year for order intake securing just over £23m to which a
further £6m has been added since the start of the new financial year. 
 
One of our objectives, when acquiring MCL was to increase its order book
visibility. The closing order book and recent wins give us confidence that it
will continue to grow in the coming year. 
 
SEA's order intake was down on last year and like its performance in 2016/17,
was one of contrasts.  Its SSP division, including transport products and
services, had a very strong year, securing orders for over £13m.  Defence, the
core of SEA's business, was a mixed picture. Orders of nearly £12m were
secured for maritime products and services, in contrast to research where
order intake was only £3.0m, well below half the level of revenue in 2015/16
and with almost no orders secured in the area of Soldier Systems.  We hope to
see a pick-up in this area in 2017/18 but our expectation at present is that
this will not return to the level of 2015/16. 
 
The Subsea Engineering division of SEA continued to suffer from a tight market
in 2016/17 although in the second half we did begin to see an improvement in
monthly volumes of order wins. 
 
SEA's closing order book of £44.0m provides reasonable underpinning for the
coming year and along with some good prospects provides us with a reasonable
expectation that SEA should show some growth compared to the current year. 
 
In the near term, the majority of Cohort's business will continue to derive
from the UK MOD, either directly or indirectly.  The Government's Strategic
Defence Review published in November 2015 gave high priority to a number of
areas where the Group's capabilities are strong, including submarines, Special
Forces, cyber and secure communications.  It also brought a welcome increase
in planned defence equipment spending originally set to begin in 2017/18. We
do expect to see opportunities arising from this increase, but it is also
clear that delays and cost growth are limiting the freedom of movement of the
MOD and armed forces in acquiring new equipment. This tightness, coupled to a
shortage of commercial staff and some problems with IT implementation, has
resulted in unpredictable fluctuations between purchase commitments and cash
controls in 2016/17. We expect this to continue into 2017/18. 
 
We have continued to focus on growing our export business. Excluding EID,
export sales in 2016/17 were £19m, some 4% higher than last year. Including
EID, defence export sales (excluding EID's domestic market of Portugal) were
nearly £32m, almost 30% of Group revenue, significantly higher than the 16%
achieved in 2015/16.  Correspondingly, our sales to UK MoD, direct and
indirect, reduced from 73% of revenue in 2016 to 58% in 2017. 
 
The Group's non-defence revenue streams were also up by 10% compared to last
year, with all of the growth coming from transport and in particular SEA's
traffic enforcement products and services. 
 
The oil and gas market continued to be difficult. Nevertheless, despite a fall
in revenue from £3m to just under £2m, the Group's oil and gas business
remained profitable with improved margins as a result of its mix of work. 
 
The Group's defence and security business remains the significant majority of
our business with 90% (2016: 91%) and will remain so going forward. 
 
Looking forward, our order book and pipeline of prospects give us confidence
that we will grow our revenue in the coming year. 
 
Funding resource and policy 
 
The Group retains a robust financial position and continues to be cash
generative enabling it to continue to invest in internal R&D and other value
adding projects on a carefully considered basis as well as maintaining its
progressive dividend policy. 
 
The Group's cash position and its banking facility provide it with the
resources to conduct its acquisition strategy. 
 
RBS remain the Group's primary bank, especially for clearing purposes and day
to day transactions. 
 
In November 2015 the Group completed a tri-bank facility with Barclays, Lloyds
and RBS. 
 
The facility is a revolving credit facility for three years with an option to
extend for up to a further two years.  The amount is £25m with an option to
extend by a further £10m to £35m. 
 
The facility itself provides the Group with a flexible arrangement to draw
down on for acquisitions and trading activities and as at 30 April 2017 the
facility was drawn as follows: 
 
                                          Facility  Drawn  
                                          £m        £m     
 M&A loan                                 10-15     3.5    
 Overdraft                                3         -      
 FX, bonding and other trade instruments  7-12      0.9    
                                          25        4.4    
 
 
The above segmenting of the facility is approximate and there is scope to
reallocate elements of the undrawn facility as necessary. 
 
The three banks participate equally in the facility and it is the role of the
Group Treasury function to ensure that at any time the Group has available to
it sufficient facilities to enable it to meet its requirements flexibly and
efficiently. 
 
The Group takes a prudent approach to treasury policy with its overriding
objective being protection of capital. In implementing this policy, deposits
are usually held with institutions with credit ratings of at least Baa2. 
Deposits are generally held on short (less than three months) duration to
maturity on commencement. This matches the Group's cash resources with its
internal 13 week cash forecasts, retaining flexibility whilst trying to ensure
an acceptable return on its cash. Most of the Group's UK cash (that is not on
short term deposit) is managed through a set-off arrangement, enabling the
most efficient use of the Group's cash from day to day, under the supervision
of the Group's finance function. 
 
MCL's cash balances were held with Barclays and were outside the above
facility and offset arrangements.  MCL's cash balances were absorbed into the
Group's offset arrangement with RBS early in 2017/18. 
 
The Group has retained its inherited bank relationship with Clydesdale in
order for customer payments to be received where contractual terms or
relationships make bank changes impractical.  These accounts will be closed
once they are no longer receiving deposits. 
 
EID's bank facilities are managed locally with banks in Portugal.  The cash is
spread across a number of institutions to mitigate risk to the capital. 
 
EID provides no security over its assets and its wide range of banks enable it
to be well supported in executing export business. 
 
The Group regularly reviews the ratings of the institutions with which it
holds cash and always considers this when placing a new deposit. 
 
The Group's return on net funds during the period was 0.0% to 0.75% (2016:
0.20% to 0.75%). 
 
In addition to its cash resources, the Group has in issue 41.0m ordinary
shares of 10 pence each. Of these shares 0.3m (2016: 0.7m) are owned by the
Cohort plc Employee Benefit Trust (EBT), which waives its rights to dividends.
In addition the Group has issued options over ordinary shares through Key
Employee Share Option and SAYE schemes to the level of 1.7m at 30 April 2017
(2016: 1.8m). 
 
The Group's exposure to foreign exchange risk arises from two sources: 
 
1.     the reporting of overseas subsidiaries' earnings and net assets in £
sterling, and 
 
2.     transactions in currencies other than our Group reporting currency (£)
or subsidiary reporting currency where different (currently E at EID). 
 
The first risk is a reporting rather than cash risk and we do not hedge the
reporting of earnings. 
 
In terms of reporting the assets, we have in place a natural hedge of
borrowing in Euros to acquire a Euro asset (EID) but over time as the asset
grows and the loan diminishes, this hedge will naturally wane. 
 
We take a prudent approach to transactional foreign exchange risk requiring
all significant sales and purchases to be hedged at the point in time when we
consider the likelihood of the transaction to be certain, usually on contract
award.  We do not hedge account and mark these forward contracts to market at
each reporting date, recognising any gain or loss in the income statement. 
 
The Group, as in the past, has maintained its progressive dividend policy,
increasing its dividend this year by 18% to a total dividend paid and payable
of 7.1 pence per share. 
 
The last five years' annual dividends, growth rate, earnings and cash cover
are as follows: 
 
 Year ended 30 April  Dividend paid and proposed    Pence  Growth over previous year   %  Earnings cover (based upon adjusted earnings per share)  Cash cover (based upon net cash generated from operations  
 2017                 7.1                                  18                             3.9                                                      0.2                                                        
 2016                 6.0                                  20                             4.5                                                      2.8                                                        
 2015                 5.0                                  19                             4.1                                                      9.2                                                        
 2014                 4.2                                  20                             4.6                                                      1.5                                                        
 2013                 3.5                                  21                             5.1                                                      2.9                                                        
 
 
The growth over recent years has moved the dividend from a relatively low base
to a more normal level for an established cash generative business. 
 
Looking forward the Group plans to maintain a policy of growing its dividend
each year but we expect the rate of growth to reduce over the coming years to
align more closely with the earnings growth of the Group. 
 
The Group's cash generation in 2016/17 was, as had been expected, weaker than
last year.  In summary, the Group's cash performance was as follows: 
 
                                                                       2017£m  2016£m  
 Adjusted operating profit                                             14.5    11.9    
 Depreciation and other non-cash operating movements                   1.4     1.5     
 Working capital movement                                              (11.2)  (4.4)   
                                                                       4.7     9.0     
 Acquisition of EID (net of cash required)                             (4.0)   (0.7)   
 Acquisition of the minority of MCL (49.999%)                          (5.1)   -       
 Reorganisation of SCS                                                 (1.3)   -       
 Tax, dividends, capital expenditure, interest, loans and investments  (5.6)   (8.2)   
 (Decrease)/increase in net funds                                      (11.3)  0.1     
 
 
As signalled last year, we experienced a significant decrease in net funds in
2016/17.  This outflow was mostly due to the acquisition of MCL and EID but
also an increase in working capital following a very strong inflow in the
final quarter of 2015/16.  This outflow was slightly worse than expected due
to the delay to some significant receipts, £3.5m of which were received
shortly after the year end. 
 
The lower cash outflow in tax, dividends etc., was due to lower investment in
Cohort's own shares by the EBT, a net inflow of £0.5m (2016: outflow of
£3.2m).  Looking forward, we retain the flexibility to use newly issued shares
as well as EBT shares to satisfy employee share options. 
 
The Group's customer base of Governments, major prime contractors and
international agencies make its debtor risk low.  The year end debtor days in
sales were 42 days (2016: 31 days).  This calculation is based upon dividing
the revenue by month, working backwards from April, into the trade debtor's
balance (excluding unbilled income and work in progress) at the year end. This
is a more appropriate measure than calculating based upon the annual revenue
as it takes into account the heavy weighting of the Group's revenue in the
last quarter of each year.  The increase in debtor days is a reflection of the
high level of trading in the final quarter across the Group, especially at
MASS, MCL and SEA and the inclusion of EID which typically has longer credit
periods granted to its customers. 
 
Tax 
 
The Group's tax credit for the year ended 30 April 2017 of £1,144,000 (2016:
credit of £54,000) was at an effective credit rate of 119% (2016: credit rate
of 1.0%) of profit before tax. This includes a current year corporation tax
charge of £2,445,000 (2016: £1,935,000), a prior year corporation tax credit
of £845,000 (2016: credit of £368,000) and a deferred tax credit of £2,744,000
(2016: £1,621,000). 
 
The current tax rate (including deferred tax) on profit before tax is lower
than the standard rate (calculated at 19.92%; 2016: 20.00%), primarily due to
recognition of Research & Development (R&D) credits in the current year
(£0.4m) and statutory deductions on the exercise of share options by employees
(£0.2m).  The Group will continue to recognise its R&D tax credit in the tax
line, in accordance with IAS 12, whilst its subsidiary statutory accounts now
make use of the R&D expenditure credit (RDEC), recognising the tax credit in
their operating costs. 
 
The Group's overall tax rate was below the standard corporation tax rate of
19.92% (2016: 20.00%).  The reduction is due to the reasons given above for
the current year's rate and in addition, a prior year tax credit in respect of
the release of earlier year R&D tax credit provisions where tax years have now
closed, and further tax allowable expenditure in respect of J+S prior to its
acquisition by the Group. Both of these are regarded as one-off tax items. 
Looking forward, the Group's effective current tax rate for both 2017/18 and
2018/19 is estimated at 15%, taking account of the reduction in headline tax
rates and assuming that the R&D tax credit regime remains unchanged from its
current level and scope.  The Group maintains a cautious approach to previous
R&D tax credit claims for tax periods that are still open, currently 2015/16
and 2016/17. 
 
Exceptional items 
 
The majority of the £2.7m exceptional cost in the year (just under £2.6m) was
in respect of the reorganisation of SCS. The major elements were an onerous
lease at SCS's former operating facility at Theale (£1.0m), redundancy and
related costs (£1.0m) and fixed asset write offs and transition costs to
integrate the former operating divisions of SCS into MASS and SEA. The
exceptional items also included further costs of the acquisition of EID
(£80,000) and completion of the acquisition of the minority of MCL (£47,000). 
 
Adjusted earnings per share 
 
The adjusted earnings per share (EPS) of 27.93 pence (2016: 27.18 pence) is
reported in addition to the basic earnings per share and excludes the effect
of amortisation of intangible assets, exchange movement on marking forward
exchange contracts to market, revaluing the cash set aside to acquire EID and
exceptional items, all net of tax. 
 
The adjusted earnings per share excludes the non-controlling interest of both
EID and MCL, the latter up to 31 January 2017.  This accounts for the
difference between the 22% growth in adjusted operating profit and the 3%
growth in the adjusted earnings per share.  The reconciliation is as follows: 
 
                                                                                                                                Adjusted operating profit£m  Adjusted earnings per sharepence  
 Year ended 30 April 2016                                                                                                       11.9                         27.18                             
 EID adjusted operating profit and earnings impact (57% owned for period from 28 June 2016 to 30 April 2017)                    4.2                          4.60                              
 Growth in MCL adjusted operating profit and earnings impact (50% owned until 31 January 2017 and then 100% from then onwards)  0.7                          0.70                              
 100% owned businesses throughout the year ended 30 April 2017                                                                  (2.3)                        (4.55)                            
 Year ended 30 April 2017                                                                                                       14.5                         27.93                             
 Increase from 2016 to 2017                                                                                                     22%                          3%                                
 
 
The adjustments to the basic EPS in respect of the exchange movements and
other intangible asset amortisation of EID and MCL only reflect that
proportion of the adjustment that is applicable to the equity holders of the
parent, analysed as follows: 
 
                                                                                                                                                              Adjustment to adjusted operating profit  £000  Applicable Taxadjustment   £000  Adjustment to adjusted earnings per share (net of tax)£000          
 Exceptional items                                                                                                                                            2,697                                          (512)                            2,185                                                               
 Exchange gain on marking forward contracts to market value and revaluing EID cash held for acquisition to market value at acquisition date (2016: year end)  (430)                                          86                               (344)                                                               
 Amortisation of other intangible assets:                                                                                                                                                                                                                                                                         
 J+S                                                                                                                                                          1,686                                          (337)                            1,349                                                               
 MCL                                                                                                                                                          2,126                                          (425)                            1,701                                                       note 1  
 EID                                                                                                                                                          3,511                                          (788)                            2,723                                                       note 2  
                                                                                                                                                              9,590                                          (1,976)                          7,614                                                               
 
 
Note 1: This adjustment is at 50% of the adjustment to adjusted operating
profit, reflecting the share appropriate to the equity holdings of the parent
up to 31 January 2017 when the non-controlling interest was acquired in full. 
 
Note 2: This adjustment is at ~56.7% of the adjustment to the adjusted
operating profit, reflecting the share appropriate to the equity holding of
the parent. 
 
As reported in the Chairman's statement, the adjusted earnings per share
includes some one-off tax credits of £0.5m (2016: £0.9m) which when taken into
account reduces the adjusted earnings per share by 1.30 pence to 26.63 pence
(2016: 24.98 pence), 7% higher than last year's equivalent figure. 
 
Financial estimates and judgements 
 
In preparing the Annual Report and Accounts of Cohort plc for 2017, a number
of financial estimates and judgements have been made including: 
 
Revenue recognition on fixed-price contracts 
 
The judgement applied in recognising revenue on a fixed-price contract is made
by reference to the cost incurred, including contingency for risk and the
demonstrable progress made on delivering key stages (often referred to as
milestones) of the contract. The Group uses best estimates in applying this
judgement and where uncertainty of progress on a stage exists, revenue is not
recognised for that stage. 
 
Cost contingency on fixed-price contracts 
 
In addition to the judgement applied to revenue recognition, the cost of
delivering a contract to a particular stage represents the actual costs
incurred and committed plus an estimate of cost contingency for risk still
present in the contract at that stage. This cost contingency takes account of
the stage that the contract has reached and any judgement and uncertainty
remaining to deliver the remainder of the contract. It is usual for these cost
contingencies to reduce as the contract progresses and risk and uncertainty
reduces. 
 
Goodwill and other intangible assets 
 
The Group has recognised goodwill and other intangible assets in respect of
the acquisition of EID, MASS (including Abacus EW), MCL and SEA (including
J+S). The other intangible assets are in respect of contracts acquired,
intellectual property rights and specific opportunities and in each case are
amortised over the expected life of the earnings associated with the other
intangible asset acquired. The goodwill, which is not subject to amortisation
but to annual impairment testing, arises from the intangible elements of the
acquired businesses for which either the value or life is not readily derived.
This includes, but is not limited to, reputation, contacts and market
synergies with existing Group members. The goodwill relating to the
acquisitions of EID, MASS (including Abacus EW), MCL and SEA (including J+S)
has been tested for impairment as at 30 April 2017. In all four cases there
was no impairment. 
 
The Group performs significant research and development work for third parties
for which tax credits are claimed.  As this is performed for third parties no
intangible asset is recognised.  Where the Group performs its own research and
development an intangible asset is only recognised where it meets the criteria
of IAS38 'Intangible Assets'. 
 
Provisions 
 
The Group makes estimates of provisions for existing commitments arising from
past events. In estimating these provisions, the Group makes judgements as to
the quantity and likelihood of the liability arising. Certain provisions
require more judgement than others.  In particular warranty provisions and
contract loss provisions have to take account of future outcomes arising from
past deliveries of products and services. In estimating these provisions, the
Group makes use of management experience, precedents and specific contract and
customer issues. 
 
Accounting policies 
 
There were no significant changes in accounting policies applying to the Group
for the year ended 30 April 2017. 
 
Additional financial reporting disclosure 
 
As in the past, the Group makes reference to additional financial reporting
over and above that required by IFRS, specifically: 
 
Adjusted operating profit 
 
The adjusted operating profit is presented to reflect the trading profit of
the Group and excludes amortisation of other intangible assets, exchange
differences on marking forward exchange contracts to market and on revaluing
cash set aside for acquiring EID and exceptional items. This enables the Group
to present its trading performance in a consistent manner year on year. The
adjusted operating profit is stated after charging the cost of share-based
payments of £221,000 (2016: £197,000) which is allocated to each business in
proportion to its employee participation in the Group's share option schemes.
The segmental analysis (see note 1) is disclosed for each business after
deducting the cost of share-based payments. 
 
The exchange adjustment on marking forward exchange contracts to market at the
yearend is a requirement of IFRS and has no economic impact upon the Group's
performance or assets and liabilities. 
 
Andy Thomis                                                         Simon
Walther 
 
Chief Executive Officer                                       Finance
Director 
 
CONSOLIDATED INCOME STATEMENT 
 
For the year ended 30 April 2017 
 
                                                                                                                                                                                         Notes  Year ended30 April 2017£000  Year ended 30 April 2016£000  
                                                                                                                                                                                                                                                           
 Revenue                                                                                                                                                                                 2      112,651                      112,577                       
                                                                                                                                                                                                                                                           
 Cost of sales                                                                                                                                                                                  (73,676)                     (79,061)                      
                                                                                                                                                                                                                                                           
 Gross profit                                                                                                                                                                                   38,975                       33,516                        
                                                                                                                                                                                                                                                           
 Administrative expenses                                                                                                                                                                        (38,012)                     (28,270)                      
 Operating profit                                                                                                                                                                        2      963                          5,246                         
                                                                                                                                                                                                                                                           
 Comprising:                                                                                                                                                                                                                                               
 Adjusted operating profit                                                                                                                                                               2      14,489                       11,902                        
 Amortisation of other intangible assets (included in administrative expenses)                                                                                                                  (11,259)                     (6,379)                       
 Credit on marking forward exchange contracts to market value at the year end (included in cost of sales)                                                                                       171                          7                             
 Exchange gain on revaluing cash held for acquisition consideration of EID to market value at the acquisition date (28 June 2016; 2016: year end) (included in administrative expenses)         259                          537                           
 Exceptional items:                                                                                                                                                                                                                                        
 Costs of acquisition of EID (included in administration expenses)                                                                                                                              (80)                         (821)                         
 Costs of acquisition of MCL (included in administrative expenses)                                                                                                                              (47)                         -                             
 Reorganisation of SCS (included in administrative expenses)                                                                                                                                    (2,570)                      -                             
 Operating profit                                                                                                                                                                        2      963                          5,246                         
                                                                                                                                                                                                                                                           
 Finance income                                                                                                                                                                                 47                           68                            
                                                                                                                                                                                                                                                           
 Finance costs                                                                                                                                                                                  (46)                         (4)                           
                                                                                                                                                                                                                                                           
 Profit before tax                                                                                                                                                                              964                          5,310                         
                                                                                                                                                                                                                                                           
 Income tax credit                                                                                                                                                                       3      1,144                        54                            
                                                                                                                                                                                                                                                           
 Profit for the year                                                                                                                                                                     2,108  5,364                        
 
 
Attributable to: 
 
 Equity holders of the parent         3,672    7,775    
                                                        
 Non-controlling interests            (1,564)  (2,411)  
                                                        
                               2,108  5,364    
 
 
All profit for the year is derived from continuing operations. 
 
                                                                  Year ended30 April 2017Pence  Year ended 30 April 2016Pence  
 Earnings per share                                            4                                                               
 Basic                                                            9.09                          19.14                          
 Diluted                                                          8.97                          18.78                          
                                                                                                                               
 Adjusted earnings per share                                   4                                                               
 Basic                                                            27.93                         27.18                          
 Diluted                                                          27.56                         26.67                          
                                                                                                                               
 Dividends per share paid and proposed in respect of the year  5                                                               
 Interim                                                          2.20                          1.90                           
 Final                                                            4.90                          4.10                           
                                                                  7.10                          6.00                           
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 
 
for the year ended 30 April 2017 
 
                                                                                                         Year ended 30 April 2017£000  Year ended 30 April 2016£000  
 Profit for the year                                                                                     2,108                         5,364                         
 Foreign currency translation differences on net assets of EID, net of loan used to finance acquisition  95                            -                             
 Other comprehensive income for the year, net of tax                                                     95                            -                             
 Total comprehensive income for the year                                                                 2,203                         5,364                         
 Attributable to:                                                                                                                                                    
 Equity shareholders of the parent                                                                       3,959                         7,775                         
 Non-controlling interests                                                                               (1,756)                       (2,411)                       
                                                                                                         2,203                         5,364                         
 
 
CONSOLIDATED STATEMENT OF FINANCIAL POSITION 
 
As at 30 April 2017 
 
                                                                      Notes    At30 April 2017£000  At30 April 2016£000  
 ASSETS                                                                                                                  
                                                                                                                         
 Non-current assets                                                                                                      
 Goodwill                                                                      39,156               36,961               
 Other intangible assets                                                       11,480               12,492               
 Property, plant and equipment                                                 9,938                10,227               
 Deferred tax asset                                                            833                  818                  
                                                                                                                         
                                                                               61,407               60,498               
                                                                                                                         
 Current assets                                                                                                          
 Inventories                                                                   5,296                2,036                
 Trade and other receivables                                                   38,010               28,000               
 Derivative financial instruments                                              148                  -                    
 Cash and cash equivalents                                                     12,017               23,109               
                                                                                                                         
                                                                      55,471   53,145               
 Total assets                                                         116,878  113,643              
                                                                                                    
 LIABILITIES                                                                                                             
                                                                                                                         
 Current liabilities                                                                                                     
 Trade and other payables                                                      (34,285)             (30,223)             
 Current tax liabilities                                                       -                    (570)                
 Derivative financial instruments                                              -                    (31)                 
 Bank loans and overdrafts                                                     (3,540)              (3,297)              
 Other creditors                                                      7        (465)                (5,500)              
 Provisions                                                                    (1,377)              (499)                
                                                                                                                         
                                                                               (39,667)             (40,120)             
                                                                                                                         
 Non-current liabilities                                                                                                 
 Bank loans and overdrafts                                                     (5)                  (7)                  
 Deferred tax liability                                                        (2,483)              (2,727)              
 Provisions                                                           7        (735)                -                    
                                                                                                                         
                                                                               (3,223)              (2,734)              
 Total liabilities                                                             (42,890)             (42,854)             
                                                                                                                         
 Net Assets                                                                    73,988               70,789               
                                                                                                                         
 Equity                                                                                                                  
 Share capital                                                                 4,096                4,096                
 Share premium account                                                         29,657               29,657               
 Own shares                                                                    (1,142)              (2,735)              
 Share option reserve                                                          783                  1,067                
 Other reserve: option for acquiring non-controlling interest in MCL  7        (465)                (5,500)              
 Retained earnings                                                             36,901               38,394               
                                                                                                                         
 Total equity attributable to the equity shareholders of the parent            69,830               64,979               
                                                                                                                         
 Non-controlling interests                                                     4,158                5,810                
                                                                                                                         
 Total equity                                                                  73,988               70,789               
 
 
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 
 
For the year ended 30 APRIL 2017 
 
                                                                                                  Attributable to the equity shareholders of the parent  
 Group                                                                                            Sharecapital£000                                       Sharepremiumaccount£000  Ownshares£000  Shareoptionreserve£000  Otherreserves£000  Retainedearnings£000  Total£000  Non-controlling  interests£000  Totalequity£000  
 At 1 May 2015                                                                                    4,096                                                  29,657                   (835)          403                     (12,500)           33,805                54,626     8,221                           62,847           
 Profit for the year                                                                              -                                                      -                        -              -                       -                  7,775                 7,775      (2,411)                         5,364            
 Transactions with owners of Group and non-controlling interests, recognised directly in equity:                                                                                                                                                                                                                              
 Equity dividends                                                                                 -                                                      -                        -              -                       -                  (2,158)               (2,158)    -                               (2,158)          
 Vesting of restricted shares                                                                     -                                                      -                        -              -                       -                  76                    76         -                               76               
 Own shares acquired                                                                              -                                                      -                        (4,162)        -                       -                  -                     (4,162)    -                               (4,162)          
 Own shares sold                                                                                  -                                                      -                        914            -                       -                  -                     914        -                               914              
 Loss on own shares sold                                                                          -                                                      -                        1,348          -                       -                  (1,348)               -          -                               -                
 Share-based payments                                                                             -                                                      -                        -              197                     -                  -                     197        -                               197              
 Deferred tax adjustment in respect of share based payments                                       -                                                      -                        -              711                     -                  -                     711        -                               711              
 Transfer of share option reserve on vesting of options                                           -                                                      -                        -              (244)                   -                  244                   -          -                               -                
 Change in value of option for acquiring non-controlling interest  in MCL                         -                                                      -                        -              -                       7,000              -                     7000       -                               7000             
 At 30 April 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 acquired                                                                              -                                                      -                        (109)          -                       -                  -                     (109)      -                               (109)            
 Own shares sold                                                                             

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