Interim Results

COHORT PLC INTERIM RESULTS FOR THE HALF YEAR ENDED 31 OCTOBER 2006 GOOD STRATEGIC AND FINANCIAL PROGRESS Cohort plc, a leading independent defence technical services business, today announces interim results for the half year to 31 October 2006. Highlights include: - Group turnover up 60% to £13.6m (including 15.8% organic growth for SCS). - Three months maiden contribution of £3.8m turnover and £0.5m operating profit from Mass. - Normalised* profit before tax £1.1m. - Normalised* earnings per share 3.1p. - Interim dividend 0.4p. - Strong balance sheet with £3.6m cash at the period end. - Operating cash inflow up 148% to £1.0m. *Before exceptional items and goodwill amortisation. Commenting on the result, Nick Prest CBE, Chairman of Cohort plc said: "With strong revenue growth from SCS and the acquisition of Mass in August, Cohort has made good progress in executing the strategy set out at the time of flotation in March 2006. The Board is positive about the outlook". For further information, please contact Cohort plc 014 9184 3150 Nick Prest, Chairman Stanley Carter, Chief Executive Investec 020 7597 5970 Michael Ansell, Martin Smith Gainsborough Communications 020 7190 1705 Julian Walker NOTES TO EDITORS Cohort plc (www.cohortplc.com) Cohort is a defence technical services group. It operates through two wholly-owned subsidiaries, Systems Consultants Services Limited ("SCS") and Mass Consultants Limited ("Mass"), both of which are leading independent service providers, working for defence, wider government and industry clients. - Cohort's original operating company, SCS, provides independent consultancy support, which combines technical expertise with practical experience and domain knowledge, primarily but not exclusively to the defence sector. - Mass was acquired by Cohort in August 2006 for an initial consideration of £12.5m and is an independent UK Systems House focused on the defence and aerospace markets. Mass offers specialist skills in four main business areas: Managed Services, Electronic Warfare, Secure Communications and Information Assurance. Cohort was specifically established to capitalise on consolidation and organic growth opportunities in the defence technical services market and was admitted to trading on AIM on 8 March 2006. CHAIRMAN'S STATEMENT OVERVIEW Cohort has made good progress in executing the strategy set out at the time of flotation in March 2006: namely to exploit the good opportunities for organic growth in its then sole subsidiary, Systems Consultants Services Limited (SCS), and to make acquisitions of complementary companies. SCS showed strong revenue growth in the first half of the financial year relative to the same period in 2005 and in August 2006 Cohort acquired Mass Consultants Limited (Mass). FINANCIALS In the six months ended 31 October 2006, Cohort achieved group turnover of £13.6m (2005: £8.5m) representing a 60% increase. The turnover for the first half included £9.8m from SCS (which represented growth of 15.8% on 2005), and a maiden contribution of £3.8m from Mass for the three months from 1 August 2006. Group operating profit before accounting for the share of joint ventures, exceptional items and goodwill amortisation was £1.1m (2005: £1.0m) and included central costs of £0.3m (2005: £nil) reflecting the costs of being a public company for the first time. The operating profit included a maiden contribution from Mass of £0.5m for the period from 1 August to 31 October 2006. SCS's operating profit for the first half was £0.9m (2005: £1.0m) on turnover of £9.8m (2005: £8.5m). This was marginally down on 2005, the higher turnover and margin being offset by an increase in staff costs as new revenue generating personnel and support staff were recruited in the second half of 2005 and the early part of 2006 to manage the increased scale of the business, provide a base for further expansion and meet the reporting and governance requirements of being part of a public company. The Group incurred a small loss in its joint venture undertakings, reflecting the developmental nature of these businesses. The normalised earnings per share (before exceptional items and goodwill amortisation) for the six months ended 31 October 2006 are 3.12 pence per ordinary share (2005: 4.36 pence), reflecting the impact of the flotation. Net cash flow from operating activities was £1.0m (2005: £0.4m). The period ended with £3.6m of cash on the balance sheet, having paid out £11.7m in cash for the acquisition of Mass, £8.5m of which was funded from the net proceeds of an equity fundraising and the balance of £3.2m from Cohort's own cash resources. SCS Since the start of the year, SCS has built good momentum across most of its business areas. First half revenue of £9.8m was 5.8% ahead of the same period in 2005. While SCS's workload continues to be made up of a substantial number of relatively low value contracts, a number of more significant assignments have been booked. These include two important air defence programmes: the Land Environment Air Picture Provision project (working with Lockheed Martin), which could be worth more than £5m to SCS over a four-year period, and the Network-Enabled Air Defence and Surveillance project (working with the Advantage Business Group). MASS Cohort acquired Mass on 1 August 2006 for an initial consideration of £12.5m with up to an additional £0.5m payable against receipt of future major orders. The order book of Mass at acquisition was £33.3m. Mass delivers systems engineering, and software and electronic engineering services and solutions (including design and manufacture), primarily to defence and aerospace customers. Particular areas of expertise are in the management of secure IT services, electronic warfare and secure communication, especially for airborne platforms. Since the acquisition, integration of Mass with Cohort and SCS has proceeded well and the company has traded in accordance with our expectations. Mass has a greater export focus than SCS and also a stronger presence in air and sea sectors. These are complementary strengths and we see opportunities over time to exploit the market positions of SCS and Mass to the benefit of both companies. DIVIDENDS In accordance with the Group's progressive dividend policy, it plans to pay an initial interim dividend of 0.4 pence per ordinary share on 8 March 2007 to shareholders on the register at 9 February 2007. OUTLOOK The Group's order book at 31 October 2006 stood at £37.9m with £12.7m of this being deliverable in the second half. This, together with a strong pipeline of prospective business, provides confidence for continued progress in the full year. The Cohort business model of providing technical advice and services to defence markets, independent of major producer interests, is strong and we intend to exploit it by capitalising on the organic growth opportunities available to both SCS and Mass and by making complementary acquisitions as available opportunities arise. The Board is positive about the overall outlook. CONSOLIDATED PROFIT AND LOSS ACCOUNT For the six months ended 31 October 2006 Six months ended Six months ended Year ended 31 October 2006 31 October 2005 30 April 2006 Unaudited Unaudited Audited £000 £000 £000 Notes Group turnover 2 13,596 8,477 17,823 Cost of sales (10,151) (6,302) (13,318) Gross profit 3,445 2,175 4,505 Administrative expenses 3 (2,537) (1,195) (2,708) Group operating profit 2 908 980 1,797 Share of operating result of joint ventures (116) (70) (148) Total operating profit 792 910 1,649 Exceptional items: Net provision against joint venture investments and commitments - 72 102 Provision against related party undertakings - (229) (339) Profit/(Loss) on the sale of tangible fixed assets 2 3 - (82) 3 (157) (319) Profit on ordinary activities before interest 795 753 1,330 Interest receivable 119 61 105 Interest payable and similar charges (10) (44) (76) 109 17 29 Profit on ordinary activities before taxation 904 770 1,359 Tax on profit on ordinary activities 4 (333) (236) (440) Profit on ordinary activities after tax 571 534 919 Basic earnings per share 5 2.41p 3.37p 5.47p Diluted earnings per share 5 2.39p 3.37p 5.45p Normalised basic earnings per share 5 3.12p 4.36p 6.76p CONSOLIDATED BALANCE SHEET As at 31 October 2006 31 October 2006 31 October 2005 30 April 2006 Unaudited Unaudited Audited £000 £000 £000 Notes Fixed assets Goodwill 6 13,562 - - Tangible fixed assets 371 981 99 Net investment in joint ventures (210) (51) (91) 13,723 930 8 Current assets Stock 82 - - Debtors 7,622 5,498 6,375 Cash at bank and in hand 3,426 203 5,591 11,130 5,701 11,966 Creditors: amounts falling due within one year (5,167) (3,342) (2,830) Net current assets 5,963 2,359 9,136 Total assets less current liabilities 19,686 3,289 9,144 Creditors: amounts falling due after more than one year - (447) - Provisions for liabilities and charges 6 (780) (270) (220) Net assets 18,906 2,572 8,924 Capital and reserves Called up share capital 2,946 1 2,212 Share premium account 14,134 - 5,339 Profit and loss account 1,826 2,571 1,373 Equity shareholders' funds 7 18,906 2,572 8,924 CONSOLIDATED CASH FLOW STATEMENT For the six months ended 31 October 2006 Six months ended Six months ended Year ended 31 October 2006 31 October 2005 30 April 2006 Unaudited Unaudited Audited Notes £000 £000 £000 Net Cash Flow from operating activities 970 391 893 Returns on investments and servicing of finance 132 24 28 Taxation paid - - (603) Capital expenditure and financial investment (62) (291) 463 Acquisitions: Purchase of shares in Mass Consultants Limited 6 (11,670) - - Investment in joint ventures - - (50) (11,670) - (50) Equity dividend paid (118) (159) (159) Cash (outflow)/inflow before management of liquid resources and financing (10,748) (35) 572 Net management of liquid resources 2,118 - (5,278) Financing: Issue of ordinary shares (net of costs) 8,529 - 5,323 Net debt movement 54 (15) (875) 8,583 (15) 4,448 Decrease in cash in the period (47) (50) (258) At 31 October At 1 May 2006 Cash flow 2006 £000 £000 £000 Funds reconciliation Cash and bank 313 (47) 266 Short term deposits 5,278 (2,118) 3,160 5,591 (2,165) 3,426 Finance lease 251 (54) 197 5,842 (2,219) 3,623 1. BASIS OF PREPARATION The interim financial information has been prepared on a consistent basis using the accounting policies set out in the report and financial statements for the year ended 30 April 2006. In accordance with s240(3) of the Companies Act 1985, the unaudited results do not constitute statutory financial statements of the Company. The six months results for both years are unaudited. 2. SEGMENTAL ANALYSIS Six months ended Six months ended 31 Year ended 31 October 2006 October 2005 Unaudited 30 April 2006 Unaudited £000 Audited £000 £000 Group Turnover SCS 9,820 8,477 17,823 Mass (acquired 1 August 2006) 3,776 - - 13,596 8,477 17,823 Group operating profit SCS 911 980 1,907 Mass (acquired 1 August 2006) 464 - - Central Costs (296) - (110) Goodwill amortisation (171) - - 908 980 1,797 Group turnover excludes the Group's share of joint venture turnover of £123,000 (£115,000 for the six months ended 31 October 2005; £185,000 for the year ended 30 April 2006). 3. ADMINISTRATIVE EXPENSES Administrative expenses includes goodwill amortisation of £171,000 for the six months ended 31 October 2006 (six months ended 31 October 2005 - £nil; twelve months ended 30 April 2006 - £nil). 4. TAX ON PROFIT ON ORDINARY ACTIVITIES Six months ended Six months ended 31 Year ended 31 October 2006 October 2005 Unaudited 30 April 2006 Unaudited £000 Audited £000 £000 Corporation tax Current year 333 236 406 Deferred taxation - - 34 333 236 440 The tax charge for the six months ended 31 October is based upon the anticipated charge for the full year. 5. EARNINGS PER SHARE The earnings per share are calculated as follows: Six months ended Six months ended 31 Year ended 31 October 2006 October 2005 Unaudited 30 April 2006 Unaudited £000 Audited £000 £000 Earnings Basic and diluted earnings 571 534 919 Exceptional items (net of tax) (3) 157 217 Basic and diluted earnings before exceptional items 568 691 1,136 Goodwill 171 - - Basic and diluted normalised earnings 739 691 1,136 Number Number Number Weighted average number of shares For the purposes of basic earnings per share 23,650,201 15,840,000 16,791,727 Share options 194,539 - 65,311 For the purposes of diluted earnings per share 23,844,740 15,840,000 16,857,038 6. ACQUISITION OF MASS CONSULTANTS LIMITED Cohort plc acquired Mass Consultants Limited on 1 August 2006. Acquisition balance Fair value adjustments Fair value balance sheet £000 sheet £000 £000 Earnings Fixed assets 365 (82) 283 - - Net current liabilities (417) (114) (531) Cash - - - Provisions (40) (20) (60) (92) (216) (308) Consideration (13,000) Costs of acquisition (425) Goodwill (13,733) Consideration and costs satisfied by: Issue of new shares 1,000 Cash 11,670 Creditors 255 Deferred consideration (included in provisions at 31 October 2006) 500 13,425 7. EQUITY SHAREHOLDER'S FUNDS Six months ended Six months ended 31 Year ended 31 October 2006 October 2005 Unaudited 30 April 2006 Unaudited £000 Audited £000 £000 At 1 May 8,924 2,197 2,197 Profit after tax 571 534 919 Equity dividends paid (118) (159) (159) Issue of new 10p ordinary shares - 6,803 - AIM flotation - Costs of new share issue and - (836) placing for AIM flotation - Issue of new 10p ordinary shares - - - Mass acquisition 9,906 Cost of new share issue for Mass - - acquisition (377) At close of period 18,906 2,572 8,924 Cohort PLC

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