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RNS Number : 5122V Cohort PLC 14 December 2021
COHORT PLC
HALF YEAR RESULTS
FOR THE SIX MONTHS ENDED 31 OCTOBER 2021
Cohort plc, the independent technology group, today announces its half year
results for the six months ended 31 October 2021.
Financial overview
· Revenue up 10% to £60.0m (2020: £54.4m).
· Order intake up 18% to £105.3m (2020: £89.2m).
· Record closing order book of £285.8m (30 April 2021: £242.4m).
· Adjusted* operating profit down 60% to £1.7m (2020: £4.3m), due
to weak performances at Chess and EID
· Net funds of £6.1m (31 October 2020: net debt £6.1m; 30 April
2021: net funds £2.5m).
· Adjusted* earnings per share down 60% to 3.04 pence (2020: 7.74
pence).
· Interim dividend increased by 10% to 3.85 pence per share (2020:
3.50 pence per share).
* Adjusted figures exclude the effects of marking forward exchange contracts
to market value, amortisation of other intangible assets (£3.4m; 2020:
£3.3m) and exceptional items (£0.3m income; 2020: £1.1m charge).
Divisional overview
· MCL had a stronger performance than last year, reflecting an
improved UK domestic market;
· SEA was also stronger on the back of good order intake in the
second half of last year and more export activity improving its margin mix;
· ELAC delivered a positive first half as work got underway on its
significant Italian contract;
· MASS remained the strongest contributor to Group profit, though
its performance was behind last year's;
· Chess had a weaker than expected performance due to order
slippage and delivery delays; and
· EID, as previously signalled, had a weaker performance reflecting
lower order intake in 2020/21.
Looking forward
· Record order book of £286m underpins over £74m of revenue
deliverable in the second half. Taking into account revenue recognised in
the first half, this covers 89% (2020: 92%) of consensus forecast revenue for
the full year. As at 10 December this coverage now stands at 92%.
· The outlook for the majority of the Group's businesses is
unchanged, but Chess order intake and delivery issues are expected to impact
the Group result for the full year.
· We continue to see a positive outlook for organic growth in the
medium term.
Commenting on the results, Nick Prest CBE, Chairman of Cohort, said:
"The first half of 2021/22 has been disappointing. Although we had strong
order intake and further improved our cash position, weak performances from
Chess and EID led to materially lower profitability, despite a good first-time
contribution from ELAC. COVID-19 restrictions have had some impact on both
deliveries and orders.
"We anticipate a much stronger performance in the second half, but do not
expect this to fully make up the shortfall. As a result, the Board now
believes that Cohort's performance in 2021/22 will be materially below current
market expectations.
"Based on our record order book and pipeline of opportunities we continue to
see a positive outlook for organic growth in the medium term."
Analyst and investor presentation
A presentation for analysts is being hosted today 14 December 2021 at 10:30
online as follows:
Please join the event 5-10 minutes prior to scheduled start time. When
prompted, provide the confirmation code or event title.
WEBCAST: https://webcasting.brrmedia.co.uk/broadcast/61801b81df7b150b81e9cfd4
(https://webcasting.brrmedia.co.uk/broadcast/61801b81df7b150b81e9cfd4)
Teleconference call line +44 (0)330 336 9105
Confirmation Code: 4243535
Event Conference Title: Cohort plc - Preliminary results for the year ended 30 April 2021
Time Zone: Dublin, Edinburgh, Lisbon, London
Start Time/Date: 10:30am, 14 December 2021
For further information, please contact:
Cohort plc 0118 909 0390
Andy Thomis, Chief Executive
Simon Walther, Finance Director
Raquel McGrath, Company Secretary
Investec Bank Plc 020 7597 5970
Daniel Adams / Christopher Baird
MHP Communications 020 3128 8570
Reg Hoare / Pete Lambie cohort@mhpc.com
NOTES TO EDITORS
Cohort plc (www.cohortplc.com (http://www.cohortplc.com/) ) is the parent
company of six innovative, agile and responsive businesses based in the UK,
Germany and Portugal, providing a wide range of services and products for
domestic and export customers in defence and related markets.
Chess Technologies, through its operating businesses Chess Dynamics and
Vision4ce, offers surveillance, tracking and fire-control systems to the
defence and security markets. A majority stake was acquired by Cohort plc in
December 2018. www.chess-dynamics.com (http://www.chess-dynamics.com) &
www.vision4ce.com (http://www.vision4ce.com)
EID designs and manufactures advanced communications systems for naval and
military customers. Cohort acquired a majority stake in June
2016. www.eid.pt (http://www.eid.pt/)
ELAC SONAR supplies advanced sonar systems and underwater communications to
global customers in the naval marketplace. Acquired by Cohort in December
2020. www.elac-sonar.de (http://www.elac-sonar.de)
MASS is a specialist data technology company serving the defence and security
markets, focused on electronic warfare, digital services and training support.
Acquired by Cohort in August 2006. www.mass.co.uk (http://www.mass.co.uk/)
MCL designs, sources and supports advanced electronic and surveillance
technology for UK end users including the MOD and other government agencies.
MCL has been part of the Group since July 2014. www.marlboroughcomms.com
(http://www.marlboroughcomms.com/)
SEA delivers and supports technology-based products for the defence and
transport markets alongside specialist research and training
services. Acquired by Cohort in October 2007. www.sea.co.uk
(http://www.sea.co.uk/)
Cohort (AIM: CHRT) was admitted to London's Alternative Investment Market in
March 2006. It has headquarters in Reading, Berkshire and employs in total
around 1,000 core staff there and at its other operating company sites across
the UK, Germany and Portugal.
Chairman's statement
Cohort achieved revenue growth and strong order intake in the six months to 31
October 2021 and further improved its cash position. On a divisional basis:
· MCL had a stronger performance than last year, reflecting an
improved UK domestic market;
· SEA was also stronger on the back of good order intake in the
second half of last year and more export activity improving its margin mix;
· ELAC delivered a positive first half as work got underway on its
significant Italian contract;
· MASS remained the strongest contributor to Group profit, though
its performance was behind last year's;
· Chess had a weaker than expected performance due to order
slippage and delivery delays; and
· EID, as previously signalled, had a weaker performance reflecting
lower order intake in 2020/21.
Overall, this led to Group adjusted operating profit being materially lower
than in the same period last year at £1.7m (2020: £4.3m).
However, the Group's order intake exceeded what was a strong performance in
the same period last year at £105.3m (2020: £89.2m) and included wins by
ELAC of over £46m. Revenue was £60.0m (2020: £54.4m), the growth a result
of the first full six-month contribution from ELAC.
Although the Group's order book has increased overall, delays to expected
order intake have had an impact on performance. In part these are due to
COVID-19 which has restricted customer contact over the last 18 months. The
precise effects are difficult to quantify but MASS has been unable to close
out various opportunities because of travel restrictions, and at both Chess
and EID export business development has been hampered.
Over the summer, gradually relaxing COVID-19 restrictions allowed us to resume
some international travel, hold face-to-face meetings with customers, and
network at industry events including the successful London DSEI exhibition in
September 2021. However, the recently announced restrictions in relation to
the Omicron variant will inevitably restrict face-to-face customer meetings
again, at least in the short term. These new restrictions have already
resulted in the cancellation of international industry events in early 2022.
Any further tightening of restrictions may affect our ability to deliver some
of our services, especially training at MASS, and may delay platform-based
customer deliverables such as system acceptance and calibration. We continue
to experience significant increases in material lead times and pricing,
especially of electronic components. We are working to mitigate the impact of
these and will monitor them closely.
We have introduced flexible working policies and adapted working conditions to
enable our employees to continue to work safely. At the end of October,
approximately 75% of Group employees were regularly attending our own or
customer facilities.
Governance
Beatrice Nicholas joined the Board as a Non-executive Director on 27 July 2021
and is a member of the Audit and Remuneration Committees.
The Board regularly evaluates and reviews the Group's environmental, social
and governance (ESG) activity and is committed to maintaining appropriate
standards. The Group's brand values, customer engagement principles and
governance policies are all outlined on Cohort's website and in the Annual
Report and Accounts.
Key financials
For the six months ended 31 October 2021 the Group's revenue was £60.0m
(2020: £54.4m), including £19.0m from MASS, £5.9m from Chess, £13.8m from
SEA, £2.7m from EID, £7.9m from MCL and a first full six-month contribution
from ELAC of £10.7m.
The Group's adjusted operating profit in the period was £1.7m (2020: £4.3m).
This included contributions from MASS of £3.7m (2020: £4.6m), ELAC of
£1.5m, MCL of £0.5m (2020: nil) and SEA £1.2m (2020: £0.8m). Chess made
a loss of £2.7m (2020: £0.3m profit) and, as expected, EID's first half was
also weaker with a loss of £0.5m (2020: £0.3m profit). Central costs were
£2.1m (2020: £1.7m).
Cohort made an operating loss after recognising amortisation of intangible
assets (£3.4m) and exceptional income (£0.3m), of £1.3m (2020: operating
loss of less than £0.1m, after amortisation of intangible assets of £3.3m
and exceptional costs of £1.1m).
Adjusted earnings per share for the six months ended 31 October 2020 decreased
to 3.04 pence (2020: 7.74 pence). The tax rate in respect of the adjusted
operating profit was 14.0% (2020: 16.0%). Basic loss per share was 1.74 pence
(2020: 0.25 pence earnings per share).
The net funds inflow in the first half was much better than we expected due to
the timing of payments and receipts. As we stated in September, we expect
the Group to be in a zero net debt position at 30 April 2022, after completing
the buyout of the Chess minority, which is due to take place in the second
half.
The cash inflow from operations of £9.1m (2020: inflow of £4.9m) has been
used in paying dividends (£3.1m), capital expenditure (£0.6m), acquisitions
(£0.3m) and net investment in the Employee Benefit Trust (£0.6m).
Our order intake for the first half was £105.3m (2020: £89.2m), excluding
foreign exchange movements, resulting in a record closing order book of
£285.8m (30 April 2021: £242.4m).
Chess
Chess's first half performance was much weaker than last year. It reported an
adjusted operating loss of £2.7m (2020: £0.3m profit) on revenue of £5.9m
(2020: £11.5m). The poor performance was partly a result of weaker order
intake. Several important orders slipped into the second half and next year
with a revenue impact of approximately £2m. Chess has also continued to
experience difficulties in delivering its contracted revenue to time and cost.
In part this was due to COVID-19 restrictions on accessing customer sites and
the timing of customer decisions. Combined, these issues had a revenue impact
of approximately £4m. Technical and schedule issues at Chess resulted in a
further £3m revenue reduction against our expectations.
The Group owned 81.84% of Chess throughout the first half of the year (2020:
81.84%). We still expect to acquire the remaining shares in Chess during the
second half of this year. We estimate the final cash consideration to be
£2.8m, subject to the resolution of certain project issues over the coming
months.
Chess's order intake of £6.1m (2020: £51.0m) in the first half was much
lower than last year and in part explains the weaker first half performance.
Its closing order book of £42.6m (2020: £52.8m) underpins £15.3m of the
revenue expected to be delivered in the second half. Chess should have a
stronger second half, returning the business to profit for the full year, but
its performance will be much weaker than we had expected at the start of the
financial year.
A new Managing Director has been appointed at Chess and other organisational
and people changes have been made, including the recruitment of several
experienced individuals to the leadership team. We expect these changes to
deliver significant financial improvements from 2022/23. Chess's medium-term
prospects for naval and land systems remain strong, with an attractive
pipeline of opportunities.
EID
As signalled in May 2021, EID's operating performance in the first half was
weaker than last year, though its operating loss was better than we had
expected at £0.5m (2020: £0.3m profit) on revenue of £2.6m (2020: £4.7m).
This performance reflected lower order intake in 2020/21, partly offset by
work slipping from the last financial year into this.
The Group owned 80% of EID throughout the first half of the year (2020: 80%).
EID's order book of £25.8m at 31 October 2021 (2020: £36.1m) underpins
£7.4m of second half revenue and gives us confidence that it will deliver a
stronger performance in the second half, returning the business to profit,
albeit at a relatively low level.
Important orders for EID from the Portuguese Navy have been further delayed
and we now expect these during 2022. As previously stated, we do not expect
EID to match last year's very strong performance this year or next.
ELAC
ELAC, which was acquired in the second half of 2020/21, delivered an adjusted
operating profit of £1.5m on £10.7m of revenue. The net return of 14%
includes £0.6m of income from the vendor of ELAC (Wärtsilä) under an agreed
mechanism to provide relief for costs carried by the business in anticipation
of a prospect that has been delayed.
ELAC's order intake was £46.6m including €49m from Italy (announced 13 July
2021) in respect of submarine sonars. The Italian submarine sonar contract
was the largest single system order secured by the Group in its history.
ELAC's closing order book of £55.9m underpins £10.8m of revenue to be
delivered in the second half and we expect ELAC to at least match its first
half performance.
MASS
MASS's adjusted operating profit of £3.7m (2020: £4.6m) was below last year
due to delays in delivering EWOS services to some overseas customers. Of all
our businesses, MASS continues to see the strongest headwinds from the
continuing COVID-19 restrictions with some of its training and service
provision, especially to overseas customers, being delayed by travel
limitations. As a result, its first half net margin was lower than last year
at over 19% (2020: just under 22%). We expect the net margin for the full
year to be slightly above 20%, provided MASS can recommence EWOS training and
support deliveries at closer to historic levels in the second half of the
financial year.
As previously announced, MASS received an important extension to its contract
with the UK Joint Forces Command in the first half, with contractual cover now
extending to July 2024. MASS's closing order book of £81.1m (2020: £88.9m)
underpins nearly £16m of MASS's second half revenue. We expect a stronger
second half from MASS with an overall performance slightly above last year.
This is dependent upon COVID-19 restrictions in the UK and overseas in the
coming months, with any further tightening likely to see a continued delay to
MASS's EWOS activities.
MCL
MCL achieved an improved first half adjusted operating profit of £0.5m (2020:
breakeven) on increased revenue of £7.9m (2020: £4.7m). This was a result of
greater activity in supplying equipment to the UK MOD, notably including
autonomous ground vehicle systems for the Army. This work is MCL's second
success in what we expect to be a series of opportunities in an important area
of future capability for the UK armed forces.
MCL's order book of £13.0m (2020: £10.9m) and a good pipeline of
opportunities give us confidence that its second half will be stronger still.
In part the uplift in activity from MCL's main customer, the UK MOD, reflects
the improved settlement in the UK defence budget earlier this year. Overall,
we expect MCL's full year performance to be at least in line with 2020/21.
SEA
SEA's adjusted operating profit of £1.3m (2020: £0.8m) was on slightly
higher revenue of £13.8m (2020: £13.3m).
SEA's revenue mix resulted in a higher margin than in 2020 with its torpedo
launch systems and Krait Array systems being delivered to overseas customers.
SEA's order intake in the first half was over £12.0m (2020: £10.4m) and we
expect this to be stronger in the second half, including repeat orders from
overseas customers. SEA was affected by the decision of the Australian
government to cancel its contract for the supply of submarines with the French
Naval Group, which will have a revenue impact in the current year and beyond.
Nevertheless, SEA's revenue is reasonably well underpinned for the second
half, with a strong closing order book of £67.5m (2020: £29.8m) including
£14.2m of revenue to be delivered this financial year. Overall, we expect a
stronger second half from SEA, delivering a performance ahead of last year's.
SEA acquired the other 50% of a joint venture (JSK) it has held in Canada for
some years for a gross consideration of just under £1.0m. This investment
was made to provide SEA with a route to market in Canada. The selection last
year by the Royal Canadian Navy of SEA's torpedo launch system for its new
Canadian Surface Combatant programme was an important milestone for this
business, and the acquisition of the whole of JSK was an agreed next step with
our local partner. This programme is expected to result in a series of orders
over the next seven years.
Notwithstanding the short-term negative revenue impact on SEA from cessation
of work on the French submarine, we regard the announcement of the AUKUS
agreement in September as a positive long-term development for the Cohort
Group businesses, bringing opportunities to supply products and services in
support of the new Australian nuclear submarine programme.
Dividend
The Board is declaring an interim dividend increase of 10% to 3.85 pence per
share (2020: 3.50 pence per share). This increase reflects the Board's
confidence in the outlook for Cohort and its commitment to a progressive
dividend policy. The dividend is payable on 14 February 2022 to shareholders
on the register as of 7 January 2022.
Outlook
The first half of 2021/22 has been disappointing. We had already signalled the
likelihood of reduced performance at EID after last year's very strong result.
However, Chess's performance was significantly worse than both last year and
our expectations. Chess should have a stronger second half, but we now expect
its full year performance to be significantly lower than our previous
expectations.
At 31 October 2021, our order book was £285.8m (30 April 2021: £242.4m),
underpinning the second half and beyond. In line with our experience over
the last few years we anticipate a much stronger Group performance in the
second half, though we do not expect this to make up for the shortfall in the
first half. As a result, the Board now believes that Cohort's performance in
2021/22 will be materially below current market expectations.
We expect the impact of COVID-19 related restrictions on travel and other
business activities, including industry events, to continue through the
remainder of our financial year.
The Group's order book has steadily increased over the last few years to what
is now a record high. Its longevity has also increased with revenue now
deliverable out to the early part of the 2030s. The pipeline of order
opportunities for the remainder of the year also looks strong. Demand for
our solutions and services continues to be driven by the UK's increased
spending on defence and security, by international tensions affecting Northern
and Eastern Europe and the Asia-Pacific region, and, to some extent by planned
recapitalisation of ageing equipment fleets. Overall, and despite the current
headwinds, we continue to see a positive outlook for organic growth in the
medium term.
Nick Prest CBE
Chairman
13 December 2021
Consolidated income statement
for the six months ended 31 October 2021
Notes Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue 2 60,038 54,438 143,308
Cost of sales (38,914) (34,812) (89,951)
Gross profit 21,124 19,626 53,357
Administrative expenses (22,442) (19,668) (45,549)
Operating (loss)/profit 2 (1,318) (42) 7,808
Operating (loss)/profit comprises:
Adjusted operating profit 2 1,718 4,329 18,609
Credit/(charge) on marking forward exchange contracts to market value at the 80 2 (410)
period end (included in cost of sales)
Amortisation of other intangible assets (included in administrative expenses) (3,389) (3,278) (10,103)
Research and development expenditure credits (RDEC) (included in cost of - - 1,029
sales)
Exceptional items (included in administrative expenses):
Profit on acquisition of JSK 9 273 - -
Restructuring at SEA - (573) (651)
Loss on disposal of SEA's Subsea business - (522) (522)
Cost of acquisition of ELAC SONAR - - (106)
Adjustment to earn-out on acquisition of Chess 8 - - (38)
Operating (loss)/profit (1,318) (42) 7,808
Finance income 5 8 17
Finance costs (394) (336) (768)
(Loss)/profit before tax (1,707) (370) 7,057
Income tax credit/(expense) 3 287 59 (1,554)
(Loss)/profit for the period (1,420) (311) 5,503
Attributable to:
Equity shareholders of the parent (710) 104 5,463
Non-controlling interests (710) (415) 40
(1,420) (311) 5,503
(Loss)/earnings per share Pence Pence Pence
Basic 4 (1.74) 0.25 13.38
Diluted 4 (1.74) 0.25 13.24
All profit for the period is derived from continuing operations.
Consolidated statement of comprehensive income
for the six months ended 31 October 2021
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
(Loss)/profit for the period (1,420) (311) 5,503
Foreign currency translation differences on net assets of overseas (37) 104 4
subsidiaries, net of loans used to acquire overseas subsidiaries
Changes in retirement benefit obligations - - 355
Other comprehensive (expense)/income for the period, net of tax (37) 104 359
Total comprehensive (expense)/income for the period (1,457) (207) 5,862
Attributable to:
Equity shareholders of the parent (647) 22 5,616
Non-controlling interests (810) (229) 246
(1,457) (207) 5,862
Consolidated statement of changes in equity
for the six months ended 31 October 2021
Attributable to the equity shareholders of the parent
Share Share Own Share Other Retained Total Non- Total
capital premium shares option reserves earnings £'000 controlling equity
£'000 account £'000 reserve £'000 £'000 interests £'000
£'000 £'000 £'000
At 1 May 2020 4,096 29,657 (1,564) 846 (3,600) 46,108 75,543 6,246 81,789
(Loss)/profit for the period - - - - - 104 104 (415) (311)
Other comprehensive income/(expense) for the period - - - - - (82) (82) 186 104
Total comprehensive income/(expense) for the period - - - - - 22 22 (229) (207)
Transactions with owners of the Group and non-controlling interests recognised
directly in equity:
Issue of new shares 1 43 - - - - 44 - 44
Equity dividend - - - - - (2,815) (2,815) - (2,815)
Vesting of Restricted Shares - - - - - 273 273 - 273
Own shares purchased - - (788) - - - (788) - (788)
Own shares sold - - 821 - - - 821 - 821
Net loss on selling own shares - - 1,078 - - (1,078) - - -
Share-based payments - - - 184 - - 184 - 184
(including deferred tax and foreign exchange)
At 31 October 2020 4,097 29,700 (453) 1,030 (3,600) 42,510 73,284 6,017 79,301
At 1 May 2020 4,096 29,657 (1,564) 846 (3,600) 46,108 75,543 6,246 81,789
Profit for the year - - - - - 5,463 5,463 40 5,503
Other comprehensive income for the year - - - - - 153 153 206 359
Total comprehensive income for the year - - - - - 5,616 5,616 246 5,862
Transactions with owners of Group and non-controlling interests, recognised
directly in equity:
Issue of new shares 8 299 - - - - 307 - 307
Equity dividends - - - - - (4,247) (4,247) - (4,247)
Dividend from subsidiary with non-controlling interest - - - - - 754 754 (754) -
Vesting of Restricted Shares - - - - - 290 290 - 290
Own shares purchased - - (1,418) - - - (1,418) - (1,418)
Own shares sold - - 821 - - - 821 - 821
Net loss on selling own shares - - 1,093 - - (1,093) - - -
Share-based payments - - - 406 - - 406 - 406
Deferred tax adjustment in respect - - - 3 - - 3 - 3
of share-based payments
Transfer of share option reserve on vesting of options - - - (332) - 332 - - -
Change in option for acquiring non-controlling interest in Chess - - - - 1,238 - 1,238 - 1,238
At 30 April 2021 4,104 29,956 (1,068) 923 (2,362) 47,760 79,313 5,738 85,051
At 1 May 2021 4,104 29,956 (1,068) 923 (2,362) 47,760 79,313 5,738 85,051
Loss for the period - - - - - (710) (710) (710) (1,420)
Other comprehensive income/(expense) for the period - - - (6) - 69 63 (100) (37)
Total comprehensive expense for the period - - - (6) - (641) (647) (810) (1,457)
Transactions with owners of the Group and non-controlling interests recognised
directly in equity:
Issue of new shares 10 300 - - - - 310 - 310
Equity dividend - - - - - (3,106) (3,106) - (3,106)
Vesting of Restricted Shares - - - - - 279 279 - 279
Own shares purchased - - (551) - - - (551) - (551)
Own shares sold - - 140 - - - 140 - 140
Net loss on selling own shares - - 337 - - (337) - - -
Share-based payments - - - 276 - - 276 - 276
(including deferred tax and foreign exchange)
At 31 October 2021 4,114 30,256 (1,142) 1,193 (2,362) 43,955 76,014 4,928 80,942
Consolidated statement of financial position
as at 31 October 2021
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
Assets
Non-current assets
Goodwill 50,368 42,091 43,663
Other intangible assets 13,117 9,956 15,093
Right of use asset 7,727 6,374 7,076
Property, plant, and equipment 11,993 11,587 12,536
Deferred tax asset 3,843 597 600
87,048 70,605 78,968
Current assets
Inventories 16,212 13,769 12,892
Trade and other receivables 54,221 47,566 66,692
Derivative financial instruments 40 - 38
Cash and cash equivalents 35,537 19,397 32,294
106,010 80,732 111,916
Total assets 193,058 151,337 190,884
Liabilities
Current liabilities
Trade and other payables (48,461) (30,903) (50,326)
Derivative financial instruments (679) (236) (679)
Lease liabilities (1,653) (1,180) (1,571)
Bank borrowings (32) (72) (50)
Provisions (9,625) (1,753) (2,786)
Other payables (2,800) (4,000) (2,800)
(63,250) (38,144) (58,212)
Non-current liabilities
Deferred tax liability (3,776) (2,195) (2,735)
Lease liabilities (6,549) (5,743) (5,984)
Bank borrowings (29,427) (25,444) (29,780)
Provisions (1,331) (510) (1,140)
Retirement benefit obligations (7,783) - (7,982)
(48,866) (33,892) (47,621)
Total liabilities (112,116) (72,036) (105,833)
Net assets 80,942 79,301 85,051
Equity
Share capital 4,114 4,097 4,104
Share premium account 30,256 29,700 29,956
Own shares (1,142) (453) (1,068)
Share option reserve 1,193 1,030 923
Other reserves (2,362) (3,600) (2,362)
Retained earnings 43,955 42,510 47,760
Total equity attributable to the equity shareholders of the parent 76,014 73,284 79,313
Non-controlling interests 4,928 6,017 5,738
Total equity 80,942 79,301 85,051
Consolidated cash flow statement
for the six months ended 31 October 2021
Notes Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
Net cash generated from operating activities 6 8,847 2,578 16,216
Cash flow from investing activities
Interest received 5 8 17
Purchases of property, plant, and equipment (642) (472) (1,247)
Acquisition of JSK (net of cash acquired) 9 (372) - -
Acquisition of ELAC Sonar (net of cash acquired) 7 - - (1,311)
Net cash used in investing activities (1,009) (464) (2,541)
Cash flow from financing activities
Issue of new shares 310 44 307
Dividends paid (3,106) (2,815) (4,247)
Purchase of own shares (551) (788) (1,418)
Sale of own shares 140 821 821
Drawdown of borrowings - 54 12,110
Repayment of borrowings (34) (52) (7,180)
Repayment of lease liabilities (942) (784) (1,948)
Net cash used in financing activities (4,183) (3,520) (1,555)
Net increase/(decrease) in cash and cash equivalents 3,655 (1,406) 12,120
Represented by:
Cash and cash equivalents brought forward 32,294 20,567 20,567
Cash flow 3,655 (1,406) 12,120
Exchange (412) 236 (393)
Cash and cash equivalents carried forward 35,537 19,397 32,294
Net funds/(debt) reconciliation
At 1 May Effect of foreign Cash flow At 31 October
2021 exchange rate £'000 2021
£'000 changes £'000
£'000
Cash and cash equivalents 32,294 (412) 3,655 35,537
Loan (29,742) 337 - (29,405)
Finance leases (88) - 34 (54)
Bank borrowings (29,830) 337 34 (29,459)
Net (debt)/funds 2,464 (75) 3,689 6,078
Notes to the interim report
for the six months ended 31 October 2021
1. Basis of preparation
The financial information contained within this Interim Report has been
prepared applying the recognition and measurement requirements of
International Financial Reporting Standards (IFRS) in conformity with
UK-adopted International Accounting Standards and expected to apply at 30
April 2022. As permitted, this Interim Report has been prepared in accordance
with the AIM Rules for Companies and is not required to comply with IAS 34
'Interim Financial Reporting' to maintain compliance with IFRS. This Interim
Report is presented in Sterling and all values are rounded to the nearest
thousand pounds (£'000) except where otherwise indicated.
For management and reporting purposes, the Group, for the period just ended,
operated through its six trading businesses: Chess, EID, ELAC, MASS, MCL and
SEA. These subsidiaries are the basis on which the Company, Cohort plc,
reports its primary segmental information.
The Group's first half trading is in line with historical trends for the Group
where typically we see around a quarter or less of our earnings for the full
year.
Going concern
The Group meets its day-to-day working capital requirements through a facility
which is due for renewal in November 2022. Both the current domestic economic
conditions (including the COVID-19 pandemic) and continuing UK Government
budget pressures create uncertainty, particularly over the level of demand for
the Group's products and services, specifically in respect of UK defence
spending (UK MOD represents 48% of the Group's 2021/22 first half revenue).
The four-year budget settlement for the UK MOD provides the Group with some
improved visibility from this key customer. The Group's forecasts and
projections, taking account of reasonably possible changes in trading
performance, show that the Group should be able to operate within the level of
its current facility.
The Directors have a reasonable expectation that the Company and Group have
adequate resources to continue in operational existence for the foreseeable
future. Thus, they continue to adopt the going concern basis of accounting in
preparing this Interim Report.
The Group's UK bank facility was renewed in November 2018 for four years until
November 2022 with an option to extend for a further year to November 2023.
The facility of £40m is with NatWest and Lloyds. The Group is already in
discussions with its banks to renew and extend its facilities and expects that
to complete before it reports its full year results in July 2022.
The facility is for debt (including overdraft) and is in addition to separate
bilateral facilities with each bank for trade finance items such as guarantees
and foreign exchange instruments.
(A) Statutory accounts
The financial information set out above does not constitute the Group's
statutory accounts for the year ended 30 April 2021. RSM UK Audit LLP has
reported on these accounts; its report was (i) unqualified, (ii) did not
include a reference to any matters to which the auditor drew attention by way
of emphasis without qualifying its report and (iii) did not contain a
statement under Sections 498(2) or (3) of the Companies Act 2006. In
accordance with Section 434 of the Companies Act 2006, the unaudited results
do not constitute statutory financial statements of the Company. The six month
results for both years are unaudited.
(B) Statement of compliance
The accounting policies applied by the Group in this Interim Report are
consistent with its consolidated financial statements for the year ended 30
April 2021 and are in accordance with UK-adopted International Accounting
Standards. The accounting policies have been applied consistently to all
periods presented in the consolidated financial statements of this Interim
Report.
Critical accounting estimates and judgements
In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amounts of certain assets and liabilities. The Directors have identified the
following critical judgements and estimates in applying the Group's accounting
policies that have the most significant impact on the amounts recognised in
this Interim Report.
Goodwill
The carrying value of goodwill is not subject to amortisation but is tested
for impairment at each reporting date. This is a judgement based upon the
future cash flows of its cash-generating units (trading subsidiaries), growth
rates and the weighted average cost of capital applied to those future cash
flows. This impairment test as at 31 October 2021 showed no impairment of the
Group's goodwill.
Other payables
On the acquisition of 81.84% of Chess (12 December 2018), the sale and
purchase agreement provided for additional consideration to be paid to the
shareholders of Chess in respect of an earn-out and to acquire the
non-controlling interest. This figure is estimated at £2.8m as at 31 October
2021 (30 April 2021: £2.8m; 31 October 2020: £4.0m) based upon the
performance of Chess for the three years ended 30 April 2021. The
consideration, which is subject to the resolution of certain project issues,
is expected to be paid on or before 30 April 2022 when the statutory accounts
for Chess for the year ended 30 April 2021 are expected to be completed and
filed with Companies House.
Other estimates and adjustments including revenue recognition, recoverability
of trade and other receivables, provisions and taxation have not materially
changed since the year end.
The Interim Report was approved by the Board on 13 December 2021 and
authorised for issue on 14 December 2021.
2. Segmental analysis of revenue and adjusted operating profit/(loss)
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue
Chess 5,925 11,528 28,641
EID 2,630 4,660 20,952
ELAC 10,692 - 8,290
MASS 19,064 20,248 39,557
MCL 7,913 4,658 17,980
SEA 13,859 13,350 27,958
Inter-segment revenue (45) (6) (70)
60,038 54,438 143,308
Operating (loss)/profit comprises:
Trading profit/(loss) of:
Chess (2,663) 308 3,018
EID (489) 329 4,834
ELAC 1,515 - 1,173
MASS 3,724 4,610 8,742
MCL 547 (2) 2,071
SEA 1,228 774 2,353
Central costs (2,144) (1,690) (3,582)
Adjusted operating profit 1,718 4,329 18,609
Credit/(charge) on marking forward exchange contracts to market value at the 80 2 (410)
period end
Amortisation of intangible assets (3,389) (3,278) (10,103)
Exceptional items 273 (1,095) (1,317)
Research and development expenditure credits (RDEC) - - 1,029
Operating (loss)/profit (1,318) (42) 7,808
All revenue and adjusted operating profit is in respect of continuing
operations.
The operating profit as reported under IFRS is reconciled to the adjusted
operating profit as reported above by the exclusion of marking forward
exchange contracts to market value at the period end, other exchange gains and
losses, exceptional items and the amortisation of other intangible assets.
The adjusted operating profit is presented in addition to the operating profit
to provide the trading performance of the Group as derived from its
constituent elements on a comparable basis from period to period.
The Group's adjusted operating profit includes the cost of share options of
£276,000 for the six months ended 31 October 2021 (six months ended 31
October 2020: £180,000; year ended 30 April 2021: £406,000).
The chief operating decision maker as defined by IFRS 8 has been identified as
the Board.
Revenue analysis by sector and type of deliverable
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£m % £m % £m %
By sector
UK MOD 28.7 48 24.2 45 60.2 42
Portuguese MOD 0.4 1 1.3 2 5.9 4
German MOD - - - - 1.0 1
Export defence 21.6 35 19.6 36 59.0 41
Security 4.1 7 4.0 7 7.9 6
Defence and security revenue 54.8 91 49.1 90 134.0 94
Transport 3.5 3.0 6.4
Offshore energy - 1.0 1.0
Other commercial 1.7 1.3 1.9
Non-defence revenue 5.2 9 5.3 10 9.3 6
Total revenue 60.0 100 54.4 100 143.3 100
The defence and security revenue is further analysed into the following:
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£m % £m % £m %
By market segment
Combat systems 18.5 31 9.5 17 30.2 22
C4ISTAR 20.0 33 23.2 43 70.8 49
Digital services 7.5 13 7.0 13 14.5 10
Training and simulation 5.0 8 5.3 10 9.5 7
Research, advice and support 3.0 5 3.6 6 7.4 5
Other 0.8 1 0.5 1 1.6 1
Total defence and security revenue 54.8 91 49.1 90 134.0 94
The Group's total revenue in terms of type of deliverable is analysed as
follows:
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£m % £m % £m %
Product 35.1 59 28.3 52 90.7 64
Services 24.9 41 26.1 48 52.6 36
Total revenue 60.0 100 54.4 100 143.3 100
3. Income tax (credit)/expense
The income tax (credit)/expense comprises:
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
UK corporation tax: in respect of this period 776 575 2,833
UK corporation tax: in respect of prior periods - - (550)
German corporation tax: in respect of this period 370 - 304
Portugal corporation tax: in respect of this period (613) (7) 1,117
Portugal corporation tax: in respect of prior periods - - 240
533 568 3,944
Deferred taxation: in respect of this period (820) (627) (2,498)
Deferred taxation: in respect of prior periods - - 108
(820) (627) (2,390)
(287) (59) 1,554
The income tax credit for the six months ended 31 October 2021 is based upon
the anticipated charge for the full year ending 30 April 2022. As it is an
estimate, the impact of research and development credits (RDEC) is not shown
separately.
4. Earnings per share
The earnings per share are calculated as follows:
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
Earnings
Basic and diluted (losses)/earnings attributable to owners (710) 104 5,463
(Credit)/charge on marking forward exchange contracts to market at the period (80) (2) 332
end (net of income tax)
Exceptional items (net of income tax) (273) 886 1,175
Group's share of amortisation of intangible assets (net of income tax) 2,304 2,168 6,763
Adjusted basic and diluted earnings 1,241 3,156 13,733
Number Number Number
Weighted average number of shares
For the purposes of basic earnings per share 40,894,983 40,800,176 40,841,923
Share options 345,522 450,233 413,249
For the purposes of diluted earnings per share 41,240,505 41,250,409 41,255,172
The weighted average number of ordinary shares for the six months ended 31
October 2021 excludes 172,669 ordinary shares held by the Cohort plc Employee
Benefit Trust (which does not receive a dividend) for the purposes of
calculating earnings per share (six months ended 31 October 2020: 74,700; year
ended 30 April 2021: 172,744).
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
Pence Pence Pence
(Loss)/earnings per share
Basic (1.74) 0.25 13.38
Diluted (1.74) 0.25 13.24
Adjusted earnings per share
Basic 3.04 7.74 33.63
Diluted 3.01 7.65 33.29
5. Dividends
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
Pence Pence Pence
Dividends per share proposed in respect of the period
Interim 3.85 3.50 3.50
Final - - 7.60
The interim dividend for the six months ended 31 October 2021 is 3.85 pence
(six months ended 31 October 2020: 3.50 pence) per ordinary share. This
dividend will be payable on 14 February 2022 to shareholders on the register
at 7 January 2022.
The final dividend for the year ended 30 April 2021 was 10.40 pence per
ordinary share, comprising 3.50 pence of interim dividend for the six months
ended 31 October 2020 and 6.90 pence of final dividend for the year ended 30
April 2020.
6. Net cash generated from operating activities
Six months ended Six months ended Year ended
31 October 2021 31 October 2020 30 April 2021
Unaudited Unaudited Audited
£'000 £'000 £'000
(Loss)/profit for the period (1,420) (311) 5,503
Adjustments for:
Tax (credit)/expense (287) (59) 1,554
Depreciation of property, plant and equipment 1,095 938 1,957
Depreciation of right of use assets 807 621 1,510
Amortisation of intangible assets 3,389 3,278 10,103
Net finance expense 389 328 751
Exceptional income (see note 9) (343) - -
Share-based payment 276 180 406
Derivative financial instruments and other non-trading exchange movements (80) (2) 410
Increase/(decrease) in provisions 698 147 (1,269)
Operating cash flow before movements in working capital 4,524 5,120 20,925
(Increase)/decrease in inventories (3,320) (2,224) 576
Decrease/(increase) in receivables 13,206 1,881 (13,138)
(Decrease)/increase in payables (5,261) 125 12,565
4,624 (218) 3
Cash generated from operations 9,148 4,902 20,928
Income taxes received/(paid) 93 (1,988) (3,944)
Interest paid (394) (336) (768)
Net cash generated from operating activities 8,847 2,578 16,216
7. Acquisition of Wärtsilä ELAC Nautik GmbH (ELAC Sonar)
The Group acquired ELAC Sonar (ELAC) on 2 December 2020. The acquisition,
including provisional fair values, was reported in the Annual Report and
Accounts 2021.
On reporting at that time, certain provisional fair values were estimates.
These have now been reviewed subsequent to the acquisition and final fair
value figures are reported in this interim statement for the six months ended
31 October 2021.
There is no change to any of the provisional fair values as reported at 27
July 2021 except the following:
· Provisions: the provisional fair value of £2,648,000 has been
increased by £5,740,000 to £8,388,000 to reflect additional risk associated
with projects and commitments acquired with the business at 2 December 2020.
· Corporation tax: the provisional fair value, a liability of
£448,000 has been increased by £2,243,000 to £2,691,000 to reflect the
actual liability of the ELAC business prior to its acquisition.
· A deferred tax asset of £1,472,000 had been previously
recognised as a provisional fair value adjustment in respect of stock and
other trading provision adjustments as at 30 April 2021. At that time (30
April 2021), the deferred tax asset was netted against the deferred tax
liability of £3,777,000 arising on the other intangible assets recognised.
This deferred tax asset has been increased to £3,285,000 by recognition of a
deferred tax asset of £1,813,000 on the additional provision recognised above
of £5,740,000. The deferred tax asset has been disclosed separately from
the deferred tax liability and is considered recoverable.
The effect of these three adjustments on the provisional fair value is to
increase the goodwill arising on acquisition by £6,170,000 to £7,742,000.
There has been no change to the consideration paid or the other intangible
assets acquired.
8. Acquisition of Chess Technologies Limited (Chess)
As announced on 12 December 2018, Cohort plc acquired 81.84% of Chess for an
initial cash consideration of just over £20.0m. The Group has recognised 100%
of Chess's results and net assets from that date as it has effective control.
Under the sale and purchase agreement, up to a further £12.7m is payable to
the shareholders of Chess as an earn-out based upon its trading performance
over the three years ended 30 April 2021. Based upon the actual performance to
30 April 2021 this earn-out estimate is unchanged at £438,000 as at 31
October 2021 (30 April 2021: £438,000; 31 October 2020: £400,000).
The sale and purchase agreement for the acquisition of Chess includes a put
and call option for the purchase of the remaining shares (18.16%) in Chess,
the non-controlling interest.
This option is capped at £9.1m. The amount payable is dependent upon the
performance of the Chess business for the three years ended 30 April 2021.
The non-controlling interest was entitled to participate in any dividends
payable by Chess in the period to 30 April 2021.
In accordance with IFRS 3, the Group has ascribed a value to the option to
acquire the non-controlling interest of Chess. At 31 October 2021, this
value is unchanged at £2,362,000 (30 April 2021: £2,362,000; 31 October
2020: £3,600,000) and the option is shown as a current liability and, as the
non-controlling interest has a right to dividends, in the other reserves as
"option for acquiring non-controlling interest in Chess".
The Group has applied the present-access method to the acquisition of Chess
and thus the non-controlling interest is deemed not to be part of the
acquisition transaction and the liability arising from the option is not
included in the consideration transferred but is accounted for separately.
The values assigned to both the earn-out and option are estimates based upon
Chess's actual performance for the years ended 30 April 2019, 30 April 2020
and 30 April 2021. The values remain estimates as the final agreed figures
will be subject to the closing net cash/(debt) and working capital at the
option exercise date. These estimates are considered to be significant
unobservable inputs in accordance with IFRS 13. In accordance with IFRS 13
'Fair Value Measurement' this is a level 3 liability but has not been
discounted as the effect is immaterial.
The earn-out and option payments are now expected to be paid on or before 30
April 2022. These will be paid after the statutory accounts for Chess
(including its subsidiaries) for the year ended 30 April 2021 have all been
audited and filed with Companies House. The audited statutory accounts are a
key requirement for the calculation of the payment to be made under the
original sale and purchase agreement.
9. Acquisition of JSK (previously a joint venture)
On 20 August 2021, the Group's 100% owned subsidiary SEA, acquired the
remaining 50% of the share capital of JSK. JSK is based in Ontario,
Canada. The acquisition is part of SEA's strategy to expand its support and
delivery to the Royal Canadian Navy (RCN) and follows an initial order to
supply systems to the RCN's new class of frigates secured in 2020/21.
The acquisition accounting is as follows:
Book value Provisional fair value
Unaudited Unaudited
£'000 £'000
Recognised amounts of identifiable assets and liabilities: 67 47
Property plant and equipment
Other intangible assets - 1,415
Trade and other receivables 735 735
Cash 591 591
Trade and other payables (849) (849)
Provisions - (743)
Deferred tax - (425)
544 771
Profit arising on the 50% of JSK owned by the Group (343)
Goodwill 535
Total consideration (all satisfied by cash) transferred 963
Net cash outflow arising on acquisition
Cash consideration paid 963
Cash acquired (591)
372
The fair value adjustments reflect adjustments arising out of SEA's due
diligence work on the acquisition. These include provisions against
contracts acquired and for other historical obligations including property
dilapidations. The acquisition is subject to the provisional assessment of
fair values, and these will be reviewed at the yearend.
The most significant fair value adjustment is the other intangible asset of
which:
Book value Provisional fair value Estimated life
Unaudited Unaudited Years
£'000 £'000
Contracts - 87 1
Customer relationships - 1,328 7
Other intangible assets - 1,415
A deferred tax liability of £425,000 has been recognised on the other
intangible asset balance and is disclosed as part of the deferred tax
liability.
The consideration of £963,000 comprised two elements, the purchase of the
other 50% of the joint venture shares (£343,000) and the balance (£620,000)
paid to acquire the fixed assets, working capital, employees, representation
agreements and contracts from a separate business which were then absorbed at
the same time into the now 100% owned JSK.
The goodwill of just over £0.5m arising from the acquisition represents
customer contacts, supplier relationships and know-how to which no certain
value can be ascribed. None of the goodwill is expected to be deductible for
tax purposes.
The £343,000 paid for the 50% of JSK which was not owned provided a value for
the 50% owned by SEA (and the Group) prior to this transaction. This has
been recognised as an exceptional profit on acquisition. No tax has been
assumed on this gain.
The costs of acquisition of £70,000 have been disclosed as an exceptional
item in the income statement. This has been deducted from the profit on the
joint venture shares already owned of £343,000, realising a net exceptional
income of £273,000.
JSK's contribution from being 100% owned was £44,000 of revenue and £29,000
of trading loss for the period from 20 August 2021 to 31 October 2021.
Independent review report to Cohort plc
INDEPENDENT REVIEW REPORT TO COHORT PLC
Introduction
We have been engaged by the Company to review the condensed set of financial
statements in the interim financial report for the six months ended 31 October
2021 which comprises the consolidated income statement, consolidated statement
of comprehensive income, Consolidated statement of changes in equity,
Consolidated statement of financial position, Consolidated cash flow statement
and notes to the Interim Report. We have read the other information
contained in the interim financial report and considered whether it contains
any apparent misstatements or material inconsistencies with the information in
the condensed set of financial statements.
Directors' Responsibilities
The interim financial report is the responsibility of, and has been approved
by, the Directors. The Directors are responsible for preparing and
presenting the interim financial report in accordance with the AIM Rules for
Companies.
As disclosed in note 1, the annual financial statements of the Group will be
prepared in accordance with UK-adopted International Accounting Standards.
The condensed set of financial statements included in this interim financial
report has been prepared in accordance with International Accounting Standard
34, 'Interim Financial Reporting' as contained in UK-adopted International
Accounting Standards.
Our Responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the interim financial report based on our
review.
Scope of Review
We conducted our review in accordance with the International Standard on
Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial
Information Performed by the Independent Auditor of the Entity' issued by the
Auditing Practices Board for use in the United Kingdom. A review of interim
financial information consists of making enquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an
audit conducted in accordance with International Standards on Auditing (UK)
and consequently does not enable us to obtain assurance that we would become
aware of all significant matters that might be identified in an audit.
Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the interim
financial report for the six months ended 31 October 2021 is not prepared, in
all material respects, in accordance with International Accounting Standard 34
'Interim Financial Reporting' as contained in UK-adopted International
Accounting Standards, and the AIM Rules for Companies.
Use of our report
This report is made solely to the Company in accordance with International
Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim
Financial Information performed by the Independent Auditor of the Entity'
issued by the Auditing Practices Board. Our review work has been undertaken so
that we might state to the Company those matters we are required to state to
them in an independent review report and for no other purpose. To the fullest
extent permitted by law, we do not accept or assume responsibility to anyone
other than the Company, for our review work, for this report, or for the
conclusions we have formed.
RSM UK Audit LLP
Chartered Accountants
The Pinnacle
170 Midsummer Boulevard
Milton Keynes
MK9 1BP
13 December 2021
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