REG - Cohort PLC - Half Yearly Report <Origin Href="QuoteRef">CHRT.L</Origin> - Part 2
14/12/2015 07:11
- Part 2: For the preceding part double click ID:nRSN8860Ia
October 2014: 728,180;
year ended 30 April 2015: 500,041).
Six monthsended31 October 2015UnauditedPence Six monthsended31 October2014UnauditedPence Yearended30 April2015AuditedPence
Earnings per share
Basic 2.77 2.84 14.04
Diluted 2.71 2.78 13.74
Adjusted earnings per share
Basic 7.11 5.50 20.45
Diluted 6.95 5.38 20.00
5. Dividends
Six monthsended31 October2015UnauditedPence Six monthsended31 October2014UnauditedPence Yearended30 April2015AuditedPence
Dividends per share proposed in respect of the period
Interim 1.90 1.60 1.60
Final - - 3.40
The interim dividend for the six months ended 31 October 2015 is 1.90 pence
(six months ended 31 October 2014: 1.60 pence) per ordinary share. This
dividend will be payable 2 March 2016 for shareholders on the register at 5
February 2016.
The final dividend charged to the income statement for the year ended 30 April
2015 was 4.40 pence per ordinary share comprising 1.60 pence of interim
dividend for the six months ended 31 October 2014 and 2.80 pence of final
dividend for the year ended 30 April 2014.
6. Net cash (used in)/generated from operating activities
Six monthsended31 October 2015Unaudited£'000 Six monthsended31 October2014Unaudited£'000 Yearended30 April2015Audited£'000
Profit for the period 70 1,019 5,240
Adjustments for:
Tax expense 15 304 707
Depreciation of property, plant and equipment 539 372 957
Amortisation of intangible assets 3,246 549 3,602
Net finance income (36) (56) (82)
Share-based payment 100 100 198
Derivative financial instruments - - 38
(Decrease)/increase in provisions (41) 473 (356)
Operating cash flows before movements in working capital 3,893 2,761 10,304
Decrease/(increase) in inventories 396 (491) 450
(Increase)/decrease in receivables (7,629) 5,967 1,861
(Decrease)/increase in payables (1,534) (1,995) 7,890
(8,767) 3,481 10,201
Cash (used in)/generated from operations (4,874) 6,242 20,505
Tax paid (745) (782) (1,702)
Interest paid (2) (2) (5)
Net cash (used in)/generated from operating activities (5,621) 5,458 18,798
7. Acquisition of Empresa de Investigação e Desenvolvimento de Electrónica
S.A. (EID)
On 5 August 2015, Cohort announced it had agreed to acquire 99.98% of EID, a
Portugal based supplier of advanced electronics, communications and command
and control products and systems for the global defence market.
At the same time, Cohort paid E949,000 (£670,000), representing 5% of the
total gross consideration (E19.0m; £13.3m). This payment is refundable in
full if the acquisition does not complete. This initial consideration has
been recognised in other debtors.
The costs to date incurred in acquiring EID of £181,000 have been recognised
as an exceptional item. The total expected costs of the acquisition,
including renewing the Group's bank facility are estimated at £650,000 and
will be disclosed as an exceptional item in the year ended 30 April 2016.
As the Group has no control over EID at this stage, none of the result of EID
has been consolidated by the Group in the six months ended 31 October 2015.
8. Acquisition of Marlborough Communications Ltd (MCL)
The Group acquired 50% plus one share of Marlborough Communications Ltd (MCL)
on 9 July 2014.
The Group has recognised 100% of MCL's result and net assets as it has
effective control.
The Sale and Purchase Agreement in respect of the acquisition of MCL includes
an option for the purchase of the remaining shares (just under 50%) in MCL,
the non-controlling interest.
This option is exercisable by 31 December 2016 and is capped at £12.5m. If the
performance of MCL in the two years ending 30 September 2016 is such that the
amount payable for the non-controlling interest's shares exceeds the cap, the
Group has the right to negotiate the amount payable at that time or not to
acquire the non-controlling interest.
The non-controlling interest is entitled to participate in any dividends
payable by MCL during the two years ending 30 September 2016.
In accordance with IFRS 3, the Group has ascribed a value to the option to
acquire the non-controlling interest of MCL. This value has been estimated at
£6.0m and the option is shown as a non-current liability and as the
non-controlling interest has a right to dividends, in the other reserves as
'option for acquiring the non-controlling interest in MCL.
The reduction in the value of the 'option for acquiring the non-controlling
interest in MCL' from £12.5m (at 30 April 2015) reflects the latest estimate
of MCL's performance for the two years ending 30 September 2016.
Independent review report to Cohort plc
for the six months ended 31 October 2015
Introduction
We have been engaged by the company to review the condensed set of financial
statements in the half-yearly report for the six months ended 31 October 2015
which comprises the Consolidated Income Statement, Consolidated Statement of
Financial Position, Consolidated Statement of Changes in Equity, Consolidated
Cash Flow Statement and the related explanatory notes. We have read the other
information contained in the half-yearly report and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the
company those matters we are required to state to it in this 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 reached.
Directors' responsibilities
The half-yearly report is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the half-yearly report
in accordance with the AIM Rules.
The annual financial statements of the Group are prepared in accordance with
IFRSs as adopted by the EU. The condensed set of financial statements included
in this half-yearly report has been prepared in accordance with the
recognition and measurement requirements of IFRSs as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed
set of financial statements in the half-yearly report based on our review.
Scope of review
We conducted our review 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 for use in the UK. 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 Ireland) 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 half-yearly
report for the six months ended 31 October 2015 is not prepared, in all
material respects, in accordance with the recognition and measurement
requirements of IFRSs as adopted by the EU and the
AIM Rules.
Andrew Campbell-Orde
for and on behalf of KPMG LLP
Chartered Accountants
Arlington Business Park
Theale
Berkshire
RG7 4SD
14 December 2015
This information is provided by RNS
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