Cohort — Update 12 December 2016

Industrials

Cohort

Level up in sight

Interim results

Aerospace & defence

12 December 2016

Price	413p
Market cap	£166m
€1.1850/£
Net cash (£m) at 31 October 2016		9.9

Shares in issue	40.2m
Free float	70%
Code	CHRT

Primary exchange	AIM
Secondary exchange	N/A

Share price performance

%	1m	3m	12m
Abs	14.5	30.6	(0.7)
Rel (local)	13.6	28.1	(11.1)

52-week high/low

416.0p

289.5p

Business description

Cohort is an AIM-listed defence and security company operating across five divisions: MASS (26% of FY17e sales); SEA (38%); SCS (13%); MCL (13%); and the recently acquired Portuguese business EID (10%).

Next event

FY17 results

June 2017

Analysts

Andy Chambers	+44 (0)20 3681 2525
Alexandra West	+44 (0)20 3077 5700

industrials@edisongroup.com

Edison profile page

Cohort is a research client of Edison Investment Research Limited

Cohort has delivered solid profit growth in H117; this performance is expected to strengthen in the second half. The mix of profitability and reducing minorities has led us to increase our FY18 forecasts by 6% at the EPS level. The progressive dividend policy provides immediate benefit to investors, but the capital progress should also remain attractive. The shares have performed well in recent months, aided by a healthy rerating of peer defence stocks; as a result, our fair value has risen to 485p, supported by the improved cash flow valuation.

Year end	Revenue (£m)	PBT* (£m)	EPS* (p)	DPS (p)	P/E (x)	Yield (%)
04/15	99.9	10.2	20.5	5.0	20.2	1.2
04/16	112.6	12.0	25.0	6.0	16.5	1.5
04/17e	125.8	14.3	24.1	7.0	17.1	1.7
04/18e	138.9	16.6	33.4	8.0	12.4	1.9

Note: *PBT and EPS are normalised, excluding amortisation of acquired intangibles, exceptional items and one-off tax credit of 2.20p in FY16.

Solid progress in the first half

The order book at the half year had grown to £129.6m from £116.0m at the start of the year, including the acquired backlog from EID. Overall, H117 sales rose marginally, generating a healthy increase in operating profit of 11%, a 70bp rise in margins to 7.7%. This resulted from better than anticipated EID and MCL contributions, which more than offset SCS moving into loss and temporary weakness at SEA. The operating cash outflow of £3.8m was as expected, and FY17 net funds movement should be broadly neutral before £12.5m of anticipated spend on the minority buy-ins at MCL and EID, which are retarding EPS progression. The net dividend was increased by 15.7% to 2.2p.

Acquisitions driving an improved FY18 outlook

Management expects a stronger H2 performance and has maintained guidance for FY17. £49.5m of the period-end order book is deliverable in H217, providing strong order cover for the full year, representing around 80% of consensus estimates. Additional orders of £16m secured since the end of H117 further underpin H217 revenues. The improvement will be aided by the elimination of the losses at SCS, a recovery at SEA and a full six-month contribution from EID. The strength of margin performance at both MCL and EID during H117 are most encouraging, particularly as the dilutive minority stakes should be eliminated or reduced by the end of the financial year. The enhancement to a stronger FY18 performance will be significant and provides a higher earnings basis for comparative valuation.

Valuation: A new base being established

The strong performance of EID and MCL means the minorities act as a drag on earnings this year. As these should be more fully consolidated in FY18 EPS, we think that is a more realistic base to assess Cohort’s progress. The mix of organic growth, healthy margins, rising free cash flow and dividend progression compares favourably to UK defence peers, implying the modest P/E premium that our fair value calculation of 485p (up from 439p previously) indicates is plausible.

H117 delivers healthy profit progression

Exhibit 1: Cohort half-yearly splits

Year end April (£000s)	H116	H216	FY16	H117	H217e	FY17e
Group revenue	49,667	62,910	112,577	50,039	75,734	125,773
Adjusted operating profit	3,476	8,426	11,902	3,872	10,383	14,255
PPA intangible amortisation	-3,246	-3,133	-6,379	-5,012	-6,175	-11,187
Exceptional items:	-18	-103	-121	-2,101	-99	-2,200
Operating (loss)/profit	49	5,197	5,246	-3,241	4,109	868
(Loss)/profit before tax	85	5,225	5,310	-3,248	4,157	909
Adjusted Profit before tax	3,512	8,454	11,966	3,865	10,454	14,319
DPS (p)	1.9	5.1	7.0	2.2	5.8	8.0
Period end net cash (£m)	19.8		19.8	9.9		7.0

Source: Company reports, Edison Investment Research estimates

The order book at the half year had grown to £129.6m from £116.0m at the start of the year, including £23.1m of acquired backlog at EID. Sales rose £0.3m to £50.0m in H117, including an initial four month contribution from EID of £4.6m. These generated adjusted operating profit growth of 11%, representing a 70bp rise in margins to 7.7%. Divisional summaries are as follows:

EID (10% of FY17e group sales/17% of FY17e group adjusted operating profit): EID has made a strong initial contribution, generating £1.4m of adjusted operating profit in its four months of consolidation from sales of £4.6m, a margin of 30%. In the same period it won almost £5m of new orders, more than half of which came from the defence ministry in Portugal, which should help to allay any concerns of stagnation in its domestic market. £10.4m of H2 revenues are underpinned by the order backlog at the half year.

MCL (14% of sales/17% adjusted operating profit): MCL benefited from delivery against its Tactical Hearing Protection Systems contract secured in FY16. This has now been extended to the end of the current year with follow on orders anticipated. Its relationship with its key customer base focused on the UK’s Special Forces has been shown by additional significant contract wins.

MASS (24% of sales/36% adjusted operating profit): MASS delivered unchanged adjusted operating profits of £2.4m on slightly reduced revenue of £14.5m, reflecting the continued mix improvement as education and lower margin defence work is replaced by electronic warfare countermeasures and software development. £11.7m of H217 divisional sales are underpinned by the £43.0m closing order book at the half year.

SEA (38% of sales/32% adjusted operating profit): SEA saw profits, revenue and margins decline due to lower workloads for the research division as follow on contracts from the Delivering Dismounted Effect programme for DSTL have been delayed. The lumpiness of revenues for large maritime programmes also has an adverse operational gearing impact on the division. Sales fell 19% to £18.0m (H116 £22.3m) generating an operating profit of £1.0m, down from £1.8m in the prior year. £19.5m of its period end order book of £48.5m is deliverable in H217.

SCS (14% of sales/1% adjusted operating profit): after losing an air system contract and still facing challenging market conditions, SCS recorded a loss of £0.5m on sharply reduced revenues of £5m (H116 £9.1m) during the period. Management responded promptly to restructure SCS with its profitable operating divisions being moved into the larger MASS and SEA operations as appropriate. The process was completed by the end of November eliminating significant overhead. An exceptional charge of £2.2m was incurred during H117 to cover transition and redundancy costs, asset write downs and an onerous lease. Around £2m is cash of which around half flows out in FY17, the balance representing spend over the next four years.

The net dividend was increased by 0.3p (15.8%) to 2.2p compared to H116 in line with our full year expectation of a 1.0p increment in the payment.

Outlook

In addition to the normal seasonally stronger performance, H217 should also benefit from:

■

A full half year contribution from EID

■

Strong underlying performances at both MCL and EID

■

A return to profit at SCS

■

A recovery of the H117 profit shortfall at SEA

Strong order intake since the start of H216 is also encouraging, with £16.3m booked. The backlog underpins second-half expectations. We expect a modest net cash outflow to leave year end net cash at around £7m, although it should be noted this is after spending a further £11m on the minority buy-ins. With the elimination of most of this dilution, and with stronger than previously expected performances from MCL and EID, we have increased our FY18 forecasts (see Exhibit 3). We expect FY18 EPS to be setting a higher benchmark which to value the company.

Valuation

We continue to calculate a fair value for Cohort from the simple average of a capped DCF and a peer-based group, CY17-based SOP. This currently returns a value of 485p (from 439p), which equates to a P/E ratio of 14.5x FY18 EPS, which represents an 18% premium to the current share price and equates to a 5% PER premium to the broader UK Defence sector. We feel that this is supported by the visibility afforded by the order cover, the full year contribution from EID bolstering the strong expected recovery in earnings with reduced minority interests as they are reduced.

Our capped DCF valuation currently uses a calculated WACC of 8.0% in our base assumption, which returns a value of 497p per share. The sensitivity to WACC and terminal growth rate is shown in Exhibit 2 with our base assumption highlighted in bold.

Exhibit 2: Capped DCF sensitivity analysis (p/share) for WACC and terminal growth rate

WACC	6.0%	6.5%	7.0%	7.5%	8.0%	8.5%	9.0%	9.5%	10.0%
Terminal growth rate
0%	675	620	573	533	497	466	439	414	392
1%	680	625	577	537	501	469	442	417	394
2%	685	629	582	540	504	473	445	419	397
3%	690	634	586	544	508	476	448	422	399

Source: Edison Investment Research estimates

For our sum-of-the-parts basis the currently the derived value is 473p per share.

Exhibit 3: Cohort peer group SOP calculation (CY17 basis)

£m	EBITA (CY17)	Tax rate (%)	NOPAT (CY17)	PER	Value (£m)	Notes
MASS	6.3	15.0%	5.3	14.4	76	Average of QinetiQ (15.3x), Ultra (13.8x) and Cobham (13.9x)
SCS	0.9	15.0%	0.7	13.8	10	10% discount to QinetiQ (15.3x)
SEA	6.1	15.0%	5.1	14.6	71	Average of QinetiQ (15.3x) and Ultra (13.8x)
MCL	2.3	15.0%	1.9	12.5	24	10% discount to Ultra (13.8x) and Cobham (13.9x)
EID	3.3	15.0%	2.7	14.6	40	Average of QinetiQ (15.3x) and Ultra (13.8x)
Less Minority interest in EID					-8	Carrying value
Less Head office costs					-31	Calendarised central costs (12.4x PER)
EV					183
Net cash					7	FY17e net cash after EID and MCL minority purchases
Equity value					190
Shares in issue (m)					40
Implied fair value per share (p)					473

Source: Bloomberg, Edison Investment Research estimates

Financials

Exhibit 4: Cohort revisions to estimates

Year to April (£m)	2017e	2017e	%	2018e	2018e	%
	Prior	New	change	Prior	New	change
MASS	34.1	30.7	-10.0%	37.1	34.1	-8.1%
SCS	17.5	17.5	0.0%	17.5	17.5	0.0%
SEA	50.0	47.5	-5.0%	53.5	52.0	-2.8%
MCL	17.0	17.0	0.0%	18.0	18.0	0.0%
EID	13.1	13.1	0.0%	17.3	17.3	0.0%
Total group revenue	131.7	125.8	-4.5%	143.4	138.9	-3.1%
EBITDA	15.5	15.5	-0.4%	17.0	18.4	5.0%
MASS	6.1	6.1	0.0%	6.3	6.3	0.0%
SCS	1.3	0.2	-85.1%	1.3	1.2	-4.1%
SEA	5.7	5.4	-5.4%	6.2	5.9	-3.6%
MCL	1.9	2.2	17.7%	2.0	2.3	18.2%
EID	1.7	2.9	69.2%	2.4	3.5	42.9%
HQ Other and intersegment	-2.5	-2.5	1.0%	-2.5	-2.7	9.0%
Adjusted OPBIT (pre PPA amortisation)	14.3	14.3	0.0%	15.6	16.5	5.7%
Underlying PBT	14.3	14.3	0.0%	15.7	16.6	5.7%
EPS - underlying continuing (p)	25.9	24.1	-5.2%	31.6	33.4	5.8%
DPS (p)	7.0	7.0	0.0%	8.0	8.0	0.0%
Net cash / (debt)	5.2	7.0	33.3%	12.5	15.7	28.2%

Source: Edison Investment Research estimates

In FY17, the stronger than expected performances from the more recently acquired businesses of MCL and EID have offset the worsening performance of SCS, which has been restructured and will be absorbed into MASS and SEA. The large minorities in the two businesses mean that EPS drop by 5% against prior expectations in the current year despite the maintenance of profit expectations.

Exhibit 5: Cohort half-yearly divisional analysis

Year end April (£000)	H116	H216	FY16	H117	H217e	FY17e
Revenue
EID	-	-	-	4,630	8,453	13,083
MASS	15,126	16,964	32,090	14,488	16,202	30,690
MCL	3,233	10,476	13,709	7911	9,089	17,000
SCS	9,048	9,100	18,148	5034	12,466	17,500
SEA	22,275	26,498	48,773	18,009	29,491	47,500
Inter-segment revenue	-15	-128	-143	-33	33	0
Group total	49,667	62,910	112,577	50,039	75,734	125,773
Adjusted operating profit
EID	-	-	-	1,406	1,472	2,878
MASS	2,372	3,584	5,956	2,400	3,707	6,107
MCL	19	1,385	1,404	753	1,449	2,202
SCS	303	947	1,250	-455	656	201
SEA	1,765	3,677	5,442	1,020	4,371	5,391
Unallocated central costs	-983	-1167	-2,150	-1252	-1273	-2,525
Group total	3,476	8,426	11,902	3,872	10,383	14,255
Adjusted operating margin
EID	-	-	-	30.4%	17.4%	22.0%
MASS	15.7%	21.1%	18.6%	16.6%	22.9%	19.9%
MCL	0.6%	13.2%	10.2%	9.5%	15.9%	13.0%
SCS	3.3%	10.4%	6.9%	-9.0%	5.3%	1.2%
SEA	7.9%	13.9%	11.2%	5.7%	14.8%	11.4%
Group total	7.0%	13.4%	10.6%	7.7%	13.7%	11.3%

Source: Company reports, Edison Investment research estimates

The full benefit of the improvement should be apparent in FY18, with the MCL minority expected to be bought out before the end of this month and the EID minority to reduce from the current 57% to 20% before the end of the financial year. The combination of increased contributions from these two divisions, an extra two months from EID, the reduced minority dilution and the recovery in the SCS contribution in its restructured form has led us to increase our profit forecasts by 5.7% at the pre-tax level and by 5.8% at the EPS level.

The higher base level of earnings this provides for future growth is also accompanied by a further improvement in cash expectations, which facilitates the core strategy to drive organic growth augmented by selective acquisitions.

Exhibit 6: Financial summary

	£m	2013	2014	2015	2016	2017e	2018e
Year end 30 April		IFRS	IFRS	IFRS	IFRS	IFRS	IFRS
PROFIT & LOSS
Revenue		70.9	71.6	99.9	112.6	125.8	138.9
Cost of Sales		(47.6)	(47.8)	(70.0)	(79.1)	(88.3)	(97.5)
Gross Profit		23.2	23.7	30.0	33.5	37.4	41.3
EBITDA		7.9	8.8	11.0	13.0	15.5	17.8
Operating Profit (before amort. and except.)		7.3	8.2	10.1	11.9	14.3	16.5
Intangible Amortisation		(0.7)	(0.1)	(3.6)	(6.4)	(11.2)	(5.2)
Exceptionals		1.8	(1.5)	(0.6)	(0.3)	(2.1)	0.0
Other		0.0	0.0	0.0	0.0	0.0	0.0
Operating Profit		8.4	6.6	5.9	5.2	1.0	11.3
Net Interest		0.1	0.1	0.1	0.1	0.0	0.0
Profit Before Tax (norm)		7.5	8.3	10.2	12.0	14.3	16.6
Profit Before Tax (FRS 3)		8.5	6.7	5.9	5.3	1.0	11.4
Tax		(0.2)	(0.8)	(0.7)	0.1	(1.1)	(1.8)
Profit After Tax (norm)		7.3	7.7	8.9	11.2	12.2	14.1
Profit After Tax (FRS 3)		8.3	5.9	5.2	5.4	(0.1)	9.6

Average Number of Shares Outstanding (m)		40.2	40.0	40.1	40.6	40.2	40.2
EPS - normalised (p)		18.2	19.1	20.5	27.2	24.1	33.4
EPS - normalised and fully diluted (p)		17.9	18.7	20.0	26.7	23.7	32.8
EPS - (IFRS) (p)		20.8	14.7	11.2	12.7	(6.3)	22.4
Dividend per share (p)		3.5	4.2	5.0	6.0	7.0	8.0

Gross Margin (%)		32.8	33.1	30.0	29.8	29.8	29.8
EBITDA Margin (%)		11.2	12.3	11.0	11.5	12.3	12.9
Operating Margin (before GW and except.) (%)		10.4	11.4	10.1	10.6	11.3	11.9

BALANCE SHEET
Fixed Assets		38.4	37.9	66.2	59.7	62.0	57.7
Intangible Assets		31.5	29.4	55.8	49.5	50.3	45.1
Tangible Assets		6.9	8.5	10.3	10.2	11.7	12.6
Investments		0.0	0.0	0.0	0.0	0.0	0.0
Current Assets		35.8	39.1	40.3	54.0	38.3	51.7
Stocks		0.2	0.3	1.1	2.0	2.3	2.7
Debtors		16.9	18.2	19.4	27.3	28.7	31.7
Cash		16.4	16.3	19.7	23.1	5.6	15.6
Other		2.2	4.3	0.1	1.6	1.6	1.7
Current Liabilities		(14.4)	(14.2)	(26.8)	(40.1)	(32.9)	(34.2)
Creditors		(14.4)	(14.2)	(26.8)	(36.8)	(32.9)	(34.2)
Short term borrowings		0.0	0.0	(0.0)	(3.3)	0.0	0.0
Long Term Liabilities		(0.7)	(0.6)	(16.9)	(2.7)	(1.3)	(2.6)
Long term borrowings		0.0	0.0	(0.0)	(0.0)	1.4	0.1
Other long term liabilities		(0.7)	(0.6)	(16.8)	(2.7)	(2.7)	(2.7)
Net Assets		59.0	62.2	62.8	70.8	66.1	72.5

CASH FLOW
Operating Cash Flow		5.2	2.6	20.5	8.5	6.4	16.3
Net Interest		0.1	0.1	0.1	0.1	0.0	0.0
Tax		(1.1)	0.0	(1.7)	(1.8)	(2.1)	(2.5)
Capex		(0.3)	(2.3)	(1.1)	(1.0)	(2.0)	(2.2)
Acquisitions/disposals		0.0	2.5	(13.5)	(0.7)	(12.5)	0.0
Financing		(0.4)	(1.5)	0.8	(3.2)	0.0	0.0
Dividends		(1.2)	(1.5)	(1.8)	(2.2)	(2.5)	(2.9)
Net Cash Flow		2.3	(0.1)	3.3	(0.3)	(12.8)	8.7
Opening net debt/(cash)		(14.1)	(16.4)	(16.3)	(19.7)	(19.8)	(7.0)
HP finance leases initiated		0.0	0.0	0.0	0.0	0.0	0.0
Other		0.0	(0.0)	(0.0)	0.5	0.0	0.0
Closing net debt/(cash)		(16.4)	(16.3)	(19.7)	(19.8)	(7.0)	(15.7)

Source: Cohort reports, Edison Investment Research estimates

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London, WC1V 7EE

United Kingdom

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245 Park Avenue, 39th Floor

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Sydney +61 (0)2 9258 1161

Level 25, Aurora Place

88 Phillip St, Sydney

NSW 2000, Australia

Wellington +64 (0)48 948 555

Level 15, 171 Featherston St

Wellington 6011

New Zealand

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