Half-year Results

Record first half performance; strong growth in adjusted* operating profit, revenue and order book; further progress expected

Financial highlights

• Revenue, adjusted* operating profit and net funds all ahead of recent guidance.
• Revenue up 25% to £118.2m (2023: £94.3m).
• Adjusted* operating profit up 69% to £10.1m (2023: £6.0m). A net margin of 8.5% (2023: 6.4%).
• Adjusted* earnings per share of 20.00 pence (2023: 10.36 pence) reflecting the marked improvement in performance.
• Order intake of £139.2m (2023: £119.1m), 1.2x the period's revenue (2023: 1.3x).
• Record closing order book of £541.1m (30 April 2024: £518.7m).
• Interim dividend increased by over 10% to 5.25 pence per share (2023: 4.70 pence per share) continuing the Group's long standing track record of progressive dividend growth.
• Net funds of £37.9m at 31 October 2024 (31 October 2023: £13.3m net funds; 30 April 2024: £23.1m net funds), well ahead of expectations due to working capital flows that included strong customer advances.

Operational highlights

• Increased revenue was driven by higher UK MOD sales within both divisions but particularly from within the Communications and Intelligence division.
• Both divisions achieved strong growth in adjusted* operating profit with the Sensors and Effectors division more than doubling last year's reported result.
• Order intake benefited from a strong performance within the Communications and Intelligence division, with significant orders being received at EID.

Looking forward

• The order book of £541.1m includes over £120m of revenue deliverable in the second half:

o Taking into account revenue recognised in the first half, this covers over 99% of consensus forecast revenue for the full financial year.

o Revenue deliverable in future years from committed orders continues to grow, with the duration of the order book extending to the mid-2030's.

The current year outlook for the Group remains unchanged:

o In line with previous experience, we anticipate a stronger Group performance in the second half.

o Increased delivery in the Sensors and Effectors division is expected to drive the expected full-year growth in Group profit performance.

• We continue to see a positive outlook for organic growth in the medium term.

* Adjusted figures exclude the effects of marking forward exchange contracts to market value (£100k charge; 2023: £6k charge), amortisation of other intangible assets (£1.0m; 2023: £1.6m) and acquisition costs (£199k; 2023: £nil).

Acquisitions

• The Group announced the conditional agreement to acquire the entire issued share capital of EM Solutions Pty Ltd on 21 November 2024, post reporting date. This acquisition is expected to complete shortly and be materially accretive to adjusted EPS in the first full financial year of ownership (2025/26) and thereafter.
• The Group also completed the acquisition of Interactive Technical Solutions Limited which has been integrated within the C&I division where it will continue to provide technical support and services both externally and to other members of the Group.

Commenting on the results, Nick Prest CBE, Chairman of Cohort, said:

"Cohort delivered a much stronger performance in the first half compared to the same period last year, with growth in both revenue and adjusted operating profit. Continued strong order intake has driven a record closing order book which underpins most of the second half of this financial year. In line with previous experience we anticipate a stronger performance in the second half and we remain on track to achieve our expectations for the full year."

"The continued expansion of the order book is a strong indicator that we are offering competitive products in a growing market. On-order revenue is now deliverable out to the mid-2030's. 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 heightened international tensions in the Asia-Pacific region as well as conflict in Europe and the Middle East. This backdrop is driving increased spending on defence and security. Overall, we continue to see a positive outlook for organic growth in the years ahead."

Dividend timetable:

Interim dividend announcement date 11 December 2024

Record date 10 January 2025

Dividend payment date 18 February 2025

A Dividend Reinvestment Plan ('DRIP') is provided by Equiniti Financial Services Limited. The DRIP enables the Company's shareholders to elect to have their cash dividend payments used to purchase the Company's shares. The latest election date is 23 January 2024. More information can be found at www.shareview.co.uk/info/drip.

Analyst Presentation

A meeting is being held today, for analysts, hosted by Andy Thomis, Chief Executive, and Simon Walther, Finance Director, at 09:15 for a 09:30 start. Please contact MHP via cohort@mhpgroup.com if you wish to attend.

Investor Presentation

Andy Thomis (Chief Executive) and Simon Walther (Finance Director) will be giving an investor presentation hosted by Equity Development at 2.30pm on Friday 13th December. The webinar is open to all existing and potential shareholders. Questions can be submitted during the presentation, or sent beforehand by email to info@equitydevelopment.co.uk

Communications and Intelligence ("C&I")

Sensors and Effectors ("S&E")

Chairman's statement

I am pleased to announce that Cohort delivered a much stronger performance for the six months ended 31 October 2024 compared to the same period last year.

Overall, the Group's adjusted operating profit grew by 69% to £10.1m (2023: £6.0m) on 25% higher revenue of £118.2m (2023: £94.3m). The net margin of 8.5% (2023: 6.4%) is a material improvement and we expect the second half net margin to be stronger again, moving the Group towards the mid-teen target we have set ourselves in the medium term.

The Group has maintained the increased order intake tempo that began last year, once again securing orders in the period that significantly exceeded revenue. The international focus on defence spending continues, driven by events in Ukraine and the Middle East, together with persistent tensions in the Asia Pacific region. We believe that these increasingly entrenched geopolitical forces are likely to have an impact on defence spending for the foreseeable future.

We again increased our employee headcount, this time from 1,243 last October to 1,418 this October. This increase is a result of the higher order book and our confidence in the pipeline of opportunities we see across all our businesses. It also reflects the success of the Group's apprentice and graduate schemes, our focus on employee engagement and the support of STEM initiatives.

The improvement in the Group's adjusted operating profit was driven by the Group's UK and German operations as UK MOD work increased, work on the Italian sonar project continued and German government R&D incentive payments were received for sonar technology development work. This was partly offset by delays to orders and deliveries within the Group's Portuguese business, EID. Some of these orders have now been secured but too late in the reporting period to impact EID's performance. This will improve in the second half of the year, and we expect EID to deliver a profit for the whole year, albeit below target net margins.

The Group's order intake was strong at £139.2m (2023: £119.1m), and the closing order book of £541.1m was a record high for the Group. On-contract revenue stretches out to the mid-2030s. We saw particularly strong order intake within Communications and Intelligence of around £80m as long-awaited orders with the Portuguese Navy were secured.

At 31 October 2024, net funds were £37.9m, compared to net funds of £23.1m at 30 April 2024. We expect a net cash outflow in the second half the of the year, a result of planned capital investment, working capital build and the acquisition of EM Solutions.

Governance

The Board regularly evaluates and reviews the Group's environmental, social and governance (ESG) activity and is committed to maintaining appropriate standards. We continue to make good progress with a wide range of initiatives at subsidiary level with Chess, EID and SEA being ISO 14001 accredited and MCL working towards accreditation. Each UK subsidiary has published its net zero carbon plans. The Group's values, customer engagement principles and governance policies are all outlined on Cohort's website and in the Annual Report and Accounts. The Board's commitment to open communications with investors was recognised this year by a shortlisting at the AIM awards and winning the Small Cap Network's award for Investor Relations Success.

Key financials

For the six months ended 31 October 2024 the Group's revenue was £118.2m (2023: £94.3m), comprised of £55.2m in Communications and Intelligence (2023: £43.9m) and £64.2m in Sensors and Effectors (2023: £51.0m).

The Group's adjusted operating profit in the period was £10.1m (2023: £6.0m). Central costs were £3.7m (2023: £2.3m). Cohort made an operating profit after recognising amortisation of intangible assets (£1.0m), acquisition costs (£0.2m) and a charge on marking forward exchange contracts to market value (£0.1m) of £8.8m (2023: operating profit of £4.4m, after amortisation of intangible assets of £1.6m).

Adjusted earnings per share for the six months ended 31 October 2024 increased to 20.00 pence (2023: 10.36 pence). The tax rate in respect of the adjusted operating profit was 20.0% (2023: 20.0%). Basic earnings per share were 17.55 pence (2023: 7.46 pence). The higher growth in adjusted earnings per share when compared with adjusted operating profit was due to losses attributed to minority shareholders.

The cash inflow from operations of £34.7m (2023: inflow of £10.5m) is significantly higher than last year's equivalent period due to timing of working capital movements. Advanced payments were received, notably within Sensors and Effectors, ahead of project work deliverable in the remainder of this financial year. The Group made payments in respect of dividends (£4.1m) and capital expenditure (£6.7m) resulting in net funds at 31 October 2024 of £37.9m (30 April 2024: net funds of £23.1m). The capital expenditure included a further spend of £3.6m on ELAC SONAR's new facility. The total spend for this project is expected to be around £20m over the three years from 2022 to 2025.

Communications and Intelligence

Driven largely by increased UK MOD spend, particularly at MCL, the Communications and Intelligence division posted an improved trading profit of £8.5m for the six months to 31 October 2024 (2023: £6.0m) on revenue of £55.2m (2023: £43.9m), a net margin of 15.5% (2023: 13.7%). A major factor in the improved net margin was the stronger performance at MCL. The division's order book increased to £134.3m (30 April 2024: £108.0m), a result of long-awaited orders from the Portuguese Navy. These should enable EID to deliver an overall profit for the year, following a loss in the first half.

Sensors and Effectors

Revenue of £64.2m (2023: £51.0m) within Sensors and Effectors, drove a trading profit of £5.3m more than doubling that achieved last year (£2.3m) with a net margin of 8.4% (2023: 4.5%). This was a result of strong trading at both ELAC SONAR and SEA, both delivering trading profit double that for last year on c50% revenue growth. This was partially offset by a weaker performance at Chess due to mix and delays of key deliverables.

The division's closing order book was £406.8m (30 April 2024: £410.7m) with £59.4m of order intake in the first half of the year, slightly behind revenue. The pipeline of opportunities for this division remains strong with order intake in the second half of the year currently expected to exceed revenue.

Dividend

The Board has declared an interim dividend of 5.25 pence per share (2023: 4.70 pence per share), an increase of more than 10%. The interim dividend is payable on 18 February 2025 to shareholders on the register at 10 January 2025.

Outlook

The Group's order book at 31 October 2024 stood at £541.1m (30 April 2024: £518.7m), underpinning most of the second half of this financial year. In line with previous experience, we anticipate a stronger Group performance in the second half and remain on track to achieve our profit expectations for the full year, albeit on weaker revenue mix.

The continued expansion of the Group's order book is a strong indicator that we are offering competitive products in a growing market. Demand for our solutions and services continues to be driven by international tensions in the Asia-Pacific region and Europe, resulting in a robust pipeline of order opportunities. We remain confident in our forecast for continued organic business growth both now and in medium term.

Post balance sheet event

On 21 November 2024 the Group announced the proposed acquisition of EM Solutions in Australia, in line with our strategy to accelerate growth by making targeted acquisitions in the UK and overseas. Australia is an increasingly important strategic market, reflecting the increased security challenges in the Indo Pacific, highlighted by the creation of the AUKUS alliance.

This would be our largest acquisition to date, which, when completed will add Cohort's seventh standalone business, thereby creating a materially larger Group. With the strong momentum being reported by Cohort and EM Solutions, together with the substantial combined order book, the acquisition is expected to be materially enhancing to adjusted EPS in the first full financial year (2025/26) and onwards.

We expect to complete this acquisition shortly.

Nick Prest CBE

Chairman

Consolidated income statement

for the six months ended 31 October 2024

All profit for the period is derived from continuing operations.

Consolidated statement of comprehensive income

for the six months ended 31 October 2024

Transactions with owners of the Group and non-controlling interests recognised directly in equity:

Transactions with owners of Group and non-controlling interests, recognised directly in equity:

Transactions with owners of the Group and non-controlling interests recognised directly in equity:

Bank borrowings and cash and cash equivalents have been restated (note 9).

Consolidated cash flow statement

for the six months ended 31 October 2024

Notes to the interim report

for the six months ended 31 October 2024

Basis of preparation

For management and reporting purposes, the Group, for the period just ended, operated through two divisions, each containing three of our six small and medium-sized businesses, operating primarily in defence and security markets, and with a strong emphasis on technology, innovation and specialist expertise.

• Communications and Intelligence, comprising EID, MASS and MCL, and;
• Sensors and Effectors, comprising Chess, ELAC SONAR and SEA.

Going concern

The Group meets its day-to-day working capital requirements through a facility which was renewed in July 2022 and recently extended to July 2027. The facility is for a £35m revolving credit facility with an accordion (option) to draw another £15m. The accordion was converted into the revolving credit facility on 6 December 2024 and the revolving credit facility now stands at £50m. Both the current domestic economic conditions 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 56% of the Group's 2024/25 first half revenue - 2023: 52%). The current heightened international security situation, especially the ongoing conflict in Ukraine, has increased the focus of governments, particularly in NATO, on defence capability and how this should be enhanced, including increased investment. The Group's forecasts and projections, taking account of reasonably possible changes in trading performance for a period of at least 12 months from the date of signing this Interim Report, show that the Group should be able to operate within the level of its current facility.

• Statutory accounts
• Statement of compliance

Critical accounting estimates and judgements

Estimates and judgements as applied to items, including goodwill, 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 for issue on 11 December 2024.

Segmental analysis of revenue and adjusted operating profit

All revenue and adjusted operating profits are 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, the amortisation of other intangible assets, RDEC and costs of acquisitions.

The Group's adjusted operating profit includes the cost of share options of £945,000 for the six months ended 31 October 2024 (six months ended 31 October 2023: £393,000; year ended 30 April 2024: £1,278,000).

The chief operating decision maker as defined by IFRS 8 has been identified as the Board.

Revenue analysis by sector and type of deliverable

The Group's total revenue in terms of type of deliverable is analysed as follows:

The weighted average number of ordinary shares for the six months ended 31 October 2024 excludes 1,215,927 ordinary shares held by the Cohort plc Employee Benefit Trust (which do not receive a dividend) for the purposes of calculating earnings per share (six months ended 31 October 2023: 1,048,353; year ended 30 April 2024: 913,308).

The interim dividend for the six months ended 31 October 2024 is 5.25 pence (six months ended 31 October 2023: 4.70 pence) per ordinary share. This dividend will be payable on 18 February 2025 to shareholders on the register at 10 January 2025.

The dividend paid during the year ended 30 April 2024 was 13.85 pence per ordinary share, comprising 4.70 pence of interim dividend for the six months ended 31 October 2023 and 9.15 pence of final dividend for the year ended 30 April 2023.

Net cash generated from operating activities

• Acquisition of Interactive Technical Solutions Limited ("ITS")

On 31 May 2024, the Group's wholly owned subsidiary Marlborough Communications Limited ("MCL"), acquired 100% of the share capital of ITS. ITS is based in Knaresborough, United Kingdom. This business will be integrated within MCL where it will continue to provide technical support and services to both MCL and external customers, including other members of the Group.

The provisional acquisition accounting is as follows:

A deferred tax liability of £468,000 has been recognised on the other intangible asset balance and is recognised as part of the deferred tax liability.

The consideration of £3,766,000 represents purchase of 100% of the shares of ITS and there are no contingent considerations within the purchase agreement.

The goodwill of just below £1.4m 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.

Acquisition costs of £99,000 were incurred and have been disclosed as an exceptional item in the income statement.

ITS's contribution from acquisition was £627,000 of revenue and £112,000 of trading profit for the period from 31 May 2024 to 31 October 2024.

Post balance sheet events

On 21 November 2024 Cohort plc announced that it had entered into a conditional sale and purchase agreement to acquire the entire issued share capital of EM Solutions Pty Ltd which holds all of the issued share capital in EM Solutions (Europe) B.V. (together "EM Solutions") for an enterprise value of AUD$144.0 million (c.£74.2 million), subject to customary post-completion adjustments.

The completion of the acquisition is expected shortly following satisfaction of certain conditions. The Australian Government's approval, the most significant condition, has already been received.

Acquisition costs of £100,000 were incurred to 31 October 2024 and have been disclosed as an exceptional item in the income statement. We expect the overall acquisition costs for EM Solutions to be just over £3 million.

The acquisition was part funded through a placing and retail offer by issuing 4,685,713 New Ordinary Shares at £8.75 per ordinary share and raising gross proceeds of £41m.

Restatement

A disclosure restatement has been made for the comparative period ended October 2023 as explained below. This restatement has had no impact on the way the Group is operated, the profit reported, the retained earnings held, earnings per share reported, net funds held, or any other key metric reported and/or used by management in assessing the performance of the business.

Restatement of Statement of financial position: Bank overdrafts managed on a net basis in combination with cash held at bank and reported and managed on a net basis as part of quarterly bank covenant arrangements with the banking syndicate have, in accordance with IAS 32, been disclosed as bank borrowings separately from cash held with banks where it was previously reported net (October 2023: £18,514,000 borrowings). This is due to the Group not having a legal right of offset in the bank facility contract irrespective of the Group holding a practical ability to offset within its single Group-wide facility.

Independent review report to Cohort plc

Conclusion

Basis for Conclusion

Conclusions Relating to Going Concern

Responsibilities of Directors

Auditor's Responsibilities for the Review of the Financial Information

Use of our report

RSM UK Audit LLP

Chartered Accountants

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