Cohort plc (CHRT) Earnings Call Transcript & Summary

Okay. Well, good morning, everybody, and thank you very much for those joining us in the room and for those joining us virtually as well. I'm Andy Thomis. I'm the Chief Executive at Cohort plc, and I'm here with Simon Walther, who's our Finance Director. Cohort provides advanced defense technologies and services to the U.K. and allied nations worldwide. And Simon and I are here to present our latest financial results and to explain the innovation, geopolitics, market drivers that support our growth. Now there we are. Cohort's businesses share a common purpose, which is developing advanced technologies that contribute to our customers' national security and defense. Each of our businesses brings its own specialist expertise. Collectively, they deliver innovative solutions that help customers address increasingly complex operational challenges. Operating through our Communications and Intelligence and Sensors and Effectors divisions, we offer a broad range of capabilities, as you can see from this slide. We'll say more about demand patterns, but I'll highlight counter drone, anti-submarine systems and seabed warfare as areas that are clearly relevant to the needs of defense customers today. As a background to the results, I thought it would be helpful to show you Cohort's total shareholder return since our IPO 20 years ago this year, and it's benchmarked against both the AIM All-Share Index and our peer group of U.K.-listed defense firms. Over the period, as you can see, Cohort has significantly outperformed the broader AIM market and delivered returns ahead of our peer group. Now while there has naturally been some share price volatility during the period, the overall trend is of sustained growth underpinned by strong operational performance, increasing order intake and since 2022, a favorable defense spending environment. The sharp acceleration you can see from 2024 onwards reflects growing investor recognition of Cohort's market position and the opportunities arising from increased defense and security investment across the U.K. and allied nations. And what this shows is that we've been able to create value consistently for shareholders over a long period through the successful execution of our strategy. This slide shows in more detail how we've delivered that shareholder return. The chart on the left shows the progression in adjusted operating profit since 2006, a relatively modest base. We've steadily expanded the business through a combination of organic growth underpinned by investment in both technology and capacity and strategic acquisitions. Despite periods of economic uncertainty and changing geopolitical conditions, the overall trajectory has remained strongly upwards, culminating in the record performance that we've seen this year. The chart on the right demonstrates our commitment to delivering value to shareholders through our progressive dividend policy. Since 2006, the dividend has increased every year, reflecting both the resilience of our business model and the confidence that we have in the group's long-term prospects. Together, these trends highlight the strength of Cohorts strategy, the quality of our businesses and the growing demand for the specialist defense and security capabilities that we provide. This year's results represent the continuation of a long-established track record of profitable growth and increasing shareholder returns. This slide shows the financial highlights of our '25-'26 financial year. And it was another outstanding year for Cohort, delivering record revenue and record adjusted operating profit. That revenue has continued to increase now over GBP 306 million, and our operating profit has grown this year by 32% to more than GBP 36 million. Demand for our products and services remained robust throughout the year, and I'm pleased to report an order intake of GBP 314.2 million, exceeding our revenue, and that brought us to a year-end order book of nearly GBP 620 million. And that provides excellent visibility of future revenues with contracted work extending out to 2037. As expected in the year as a whole, operating cash flow and net funds were lower than the exceptionally strong levels reported last year, primarily reflecting working capital movements and investments associated with the growth of the business, about which we'll have more to say. Nevertheless, the group remains in positive net funds and continues to maintain a strong balance sheet. And we're pleased to recommend again a full year dividend increase of 10% to 17.9p. And that reflects the Board's continued confidence in the group's prospects. And now I'd like to invite Simon to share some more details of our financial performance. Simon?

Thanks, Andy. Good morning to you all. I'll move on. Now this slide highlights the performance of our divisions, Communications and Intelligence and Sensors and Effectors, both of which continue to benefit from strong and growing demand across their respective markets. Starting with Communications and Intelligence. Revenue increased by 27% to GBP 158.9 million, while the adjusted operating profit rose by more than 50% to GBP 32.4 million. The operating margin improved significantly to 20.4%, reflecting strong program execution and a favorable mix of higher-margin activity. During the year, the division secured several important contract awards, including integrated communication systems, networks and satellite communication systems for the Portuguese Navy. We also continue to see strong demand for drone capability, resulting in significant contract wins with the U.K. MoD. Turning to Sensors and Effectors. The revenue for this division was relatively flat at GBP 147.5 million. Profitability was below last year, mainly a result of the disposal of our high-margin noncore transport business earlier in the financial year. The order book and the pipeline for this division gives us confidence that it will grow in the coming year and improve its net margin with improved operational performance at Chess, the first deliveries of sonar systems for the Italian submarine project and closure of low-margin projects at SEA. The combined offerings of our Communications Intelligence and Sensors and Effectors businesses remain a key strength of Cohort, providing both resilience and exposure to a broad range of markets, defense markets and security capability requirements across an international customer base. Moving to the net funds bridge. You'll see it's been quite a swing this year. We moved from opening net funds of GBP 5.3 million to net debt of GBP 32.5 million at the half year, primarily due to significant working capital outflows associated with the execution of major programs. As expected, the second half improvement was much improved, generating an GBP 18 million -- or over GBP 18 million working capital inflow alongside strong profitability. Consequently, the group returned to a positive net funds position of GBP 2.2 million at the year-end. This demonstrates that the movements in cash were largely timing related and that the underlying business remains strongly cash generative. We move to the next slide. This gives you the last five years of the group, and you can highlight the capital allocation. So we've generated GBP 142 million of cash from operations, providing the flexibility to invest in future growth while continuing to deliver returns to shareholders. In those five years, we invested approximately GBP 60 million organically across the business, including the completion of our state-of-the-art manufacturing facility in Kiel, Germany, investment in KraitSense and the development of our ENLITOR and ERAZOR technologies in response to increasing demand for undersea infrastructure protection. These investments strengthen our position -- sorry, strengthen our capabilities, support innovation and position the group for future growth. Alongside organic investment, we deployed just over GBP 40 million on acquisitions, net of funds raised, completing the EM Solutions and Interactive Technical Solutions transactions. These acquisitions have expanded our technology portfolio into satellite communications and broadened our regional growth opportunities, particularly in Australia and Asia Pacific markets. We are pleased to have maintained our commitment to shareholder returns, distributing GBP 30 million through dividends over the last five years. Overall, this allocation of capital reflects our strategy of investing for growth while maintaining a strong balance sheet and delivering growing returns to shareholders. And looking forward, we enter this financial year '26, '27 with a strong level of visibility supported by an order book that already underpins 88% of our expected revenue for the year. Combined with an encouraging pipeline of opportunities across our markets, this gives us confidence in our growth outlook. As we look towards 2030, our strategic objectives remain unchanged. We continue to target a net margin in the mid-teens and expect to deliver double-digit percentage earnings growth per annum for the coming year and the two years after that through a combination of organic growth and operational leverage, improving our net margins. The chart on the right illustrates our three-year capital allocation framework. We expect to generate approximately GBP 140 million of cash from operations. Of this, around GBP 60 million will be reinvested in the business to support organic growth initiatives, including GBP 15 million in a new facility at Horsham for Chess, which should be completed in early 2028 and enable increased capacity to meet demand and improved efficiency to achieve the mid-teen margins. It also includes spend on innovation and future capability development. After this planned investment, we expect around GBP 80 million of cash generation to remain available. Assuming the continuation of our progressive dividend policy, we anticipate returning approximately GBP 30 million to shareholders through dividends over the coming three-year period. This leaves around GBP 50 million of available funds on top of which we have a significant new bank facility. Together, these provide significant flexibility to pursue value-enhancing opportunities, including strategic acquisitions whilst maintaining a strong balance sheet. Overall, our guidance reflects both confidence in the underlying performance of the business, a disciplined approach to capital allocation that balances investment, shareholder return and future growth opportunities. With that, I'll hand back to Andy.

Thank you very much indeed, Simon. And before we move on to the strategic context, I wanted to highlight some operational initiatives that we've taken in the last year. So, earlier this year, we appointed Chris Axcell as the group's first Chief Operating Officer. And Chris is here in the room with us. So if you have questions of an operational nature to ask later on, I shall throw them in his direction. Chris joins us from Leonardo U.K., where he held multiple technical and leadership roles, including Vice President, Surveillance and Protection Technologies, Vice President, Sensors and most recently, Senior Vice President, Integrated Sensing and Protection, where he was responsible for two of Leonardo U.K.'s major facilities. He brings extensive experience and expertise in managing business operations within the defense sector and adds deep industry knowledge and values to the group's headquarters team. And as Chief Operating Officer, Chris will work alongside Simon and me to provide oversight and strengthen operational performance across the group. He'll also take over from me the day-to-day relationship with certain of our operating businesses and support me more widely across the range of my responsibilities, including, for instance, identifying acquisition targets. And Chris' appointment has enabled us to take several initiatives with the aim of enhancing our operational performance. So we've launched under Chris' leadership, a group forum for engineering operations and supply chain teams, creating opportunities to share best practice, to solve common challenges and to leverage the collective experience of our businesses. And we now plan to create a project management forum, again, under Chris' leadership, further strengthening program delivery across the group. And that will include the introduction of a group-wide project life cycle framework to provide a consistent approach to bidding, project execution and governance. And in addition, we're introducing integrated project teams at Chess, bringing together the key disciplines required for successful delivery under a single structure. And this approach is improving accountability, decision-making and program execution, helping to drive on-time delivery and customer satisfaction. And we're also, as Simon has mentioned, about to invest around GBP 15 million, moving Chess from its current 13 buildings in Horsham to a single new facility that will make a big contribution to its operational efficiency. And collectively, these initiatives are enabling us to enhance our operational capability right across the Cohort group. So in this next section, I'd like to share with you some of the strategic highlights from the past 12 months and to talk about the outlook for future years. The three components of our strategy are to grow organically, to accelerate that growth through targeted acquisitions and to maintain sound culturally rooted governance to underpin that growth. And in terms of capital allocation, that translates into two areas: internal investment in new products, technologies and facilities and external investment in acquisitions. So this slide focuses on the first of those two areas, how Cohort continues to invest in technical innovation that provides solutions to the defense challenges facing our customers. Our KraitSense towed array sonar is a key anti-submarine warfare capability designed for both crewed and uncrewed platforms. And the focus is on delivering a flexible, modular and scalable system with a small footprint, lightweight and low power requirements. And that unique combination of features makes it particularly suitable for a wide range of naval customers and platform types. And demand is increasing, especially for cost-effective anti-submarine capabilities based on uncrewed vessels as Navy seek to expand maritime surveillance and deterrence. And staying with the underwater battle space, we're developing two complementary products, ENLITOR and ERAZOR to protect underwater infrastructure. ENLITOR is a passive underwater surveillance system designed to provide persistent monitoring of undersea infrastructure. And working alongside ENLITOR, ERAZOR provides an active countermeasure designed to enable threats to be intercepted and neutralized. And then as a third example, in satellite communications, we're progressing development of combined optical and radio frequency terminals. Now this technology integrates traditional radio frequency communications with high-capacity lasers within a single antenna system. And the approach has got the potential to deliver greater bandwidth, resilience and operational flexibility, supporting future defense satellite networks. The laser communication system, although it's limited to use in suitable atmospheric conditions, is effectively unjammable, which is a vital capability in time of conflict. So together, these technologies address the evolving needs of defense customers as they respond to growing risks and the changing nature of conflict. The second area of strategic investment I wanted to highlight is acquisitions. Over the years, since our IPO, we've executed seven major transactions. There is always risk associated with acquisitions, but our industry knowledge and our experienced team have enabled us to manage these with some success, as I think this slide demonstrates. I'll particularly highlight our very first acquisition, MASS, which last year generated operating profit of almost GBP 11 million, not far short of the GBP 13.5 million purchase price. And our most recent acquisition, EM Solutions, also showed a material improvement in performance after just one year. Now we haven't executed any new acquisitions in the 2025, '26 financial year, although we do continue to see a steady flow of opportunities. And we review those carefully against our criteria. We're looking for successful, profitable defense technology businesses of the right size and with a culture of innovation and agility. And beyond that, we're looking for exposure to growth opportunities within the overall defense market and some kind of sustainable competitive advantage based on technology, incumbency or historic relationships. And over the last 20 years, our acquisition strategy has been a driving force in the growth of the group, and we expect that to continue into the future. Now we continue to see a strong demand picture in response to the deteriorating security environment and ongoing conflicts that we see around the world. And none of us should welcome that. The risks that we now see coming from that are real, and I'm sorry to say that they have the potential to affect us here in the United Kingdom. And in regions where threats are perceived as being the most pressing, governments are under pressure to upgrade and modernize their defense capabilities at speed. And this is where mid-tier businesses like those within the Cohort group have the agility and expertise to provide innovative solutions to those defense challenges. In 2025, global defense spending reached USD 2.63 trillion. And that growth reflects an increasingly uncertain geopolitical environment and a widespread reassessment of national security priorities by governments around the world. The chart shows the way that defense expenditure has grown since 2021. It excludes Russia and China. And as is clear from that chart, you can see that the United States remains the largest single defense spender, but also that the fastest growth has come in Europe and in Asia. In Europe, the driver is clearly the continuing intense and bloody conflict in Ukraine. And as well as driving increased defense spending, the conflict has highlighted the importance of sea, air and land drones for a range of tasks, including reconnaissance, strike and logistics. It's also highlighted the importance of air and missile defense systems. The U.K.'s recent defense investment plan includes a strong focus on maritime capability to protect the North Atlantic region from Russian submarine incursions and interference with underwater infrastructure and uncrewed vessels will play a major part in those plans. In Asia, Chinese investment in its armed forces, together with its increasingly aggressive use of its Navy and Air Force have catalyzed strong growth in defense spending, notably in Japan, Taiwan, Australia and the ASEAN nations. And although China is increasing spend in all areas of its defense, its threat to its neighbors is significantly maritime in nature, both on and below the sea surface. The continued instability in the Middle East, including the conflict between U.S., Israel and Iran and the consequent regional security concerns is also driving increased demand for defense technology, in particular, for communications and intelligence solutions. Now these trends align closely with the capabilities that we have in the Cohort group in communications, intelligence, cyber, electronic warfare, sonar, maritime systems and counter drone technologies. And that provides us with a really supportive backdrop for long-term growth. Now this slide highlights the strength and diversity of Cohort's geographic exposure and importantly, the alignment of our business with regions where defense spending is expected to grow most strongly over the coming years, as I've shown you in the previous chart. So what this shows is a comparison between 2024, '25 revenue, '25-'26 revenue and the revenue that is held in our order book, breaking it down by percentage regionally. And the most striking features that you can see are the growing proportion of our output going to Europe and Asia Pacific with the proportion going to the U.K. and Australia reducing. Now the increases are in line with the international demand patterns that I've described. But in Australia, we're delivering our existing order book really quite rapidly, but we expect that to be supplemented by some large opportunities in the next few years. In the U.K., it's too early to say exactly what the consequences of the recent defense investment plan are going to be, but there may be a less rapid falloff in the proportion of our work going to the U.K. if the new Prime Minister follows through on promises to increase defense spending further. Looking at the order book revenue, the third column, what's particularly encouraging is that it's diverse, well balanced across regions and closely aligned with those markets where defense spending is increasing most rapidly. The U.K. remains an important source of revenue, but the trend illustrates our ability to tap those markets where spending is growing most rapidly. Now this chart shows a similar comparison between '24/'25, '25/'26 and order book revenue, but this time, broken down by end user domain. And you can see from here that maritime remains our largest domain and has grown as a proportion of group revenue over the last year. And the trend is even more evident in the order book, where maritime programs account for almost 80% of contracted future revenues. And that reflects the long-term nature of maritime defense programs, which provides strong visibility and support sustainable growth over many years, in this case, out to 2037. And our land domain work is also very strong and long term. Now those proportions represent our technical strengths, but they also are a function of the demand patterns that I've described in Europe and Asia. Our cyber and information work is important, but the small proportion that's there in the order book represents the relatively short-term nature of contracts in that area. Air and space work remains substantial, but the other category, which you can see as a thin layer on top of '24, '25 and '25, '26 has almost disappeared following the sale of our transport business last year. Overall, we expect that future revenue will include a healthy balance of long-duration maritime and other contracts, supplemented by shorter duration orders in areas where agility is at a premium. And that long-term base of on order revenue is an excellent building block on which we can build our future growth. Now this slide, which many of you will be familiar with, gives more detail and a breakdown of that important order book. On the 30th of April, the value of the order book stood at over GBP 618 million. And as I mentioned, that includes contracted revenue that will be recognized out to 2037. And of the total order book, approximately GBP 264 million is scheduled for delivery this year, providing us with very good revenue visibility. And importantly, that's balanced quite well across our two reporting segments with Communications and Intelligence contributing GBP 128 million and Sensors and Effectors contributing GBP 136 million. And looking further forward, a substantial proportion of the order book extends into later years, reflecting the long-term nature of many of the programs that we work on. And that includes around GBP 132 million that's scheduled for delivery beyond the '28-'29 financial year. And overall, that runoff profile highlights both the quality and the longevity of our order book. It provides strong revenue visibility, supports confidence in our medium-term outlook and gives us a solid platform from which to pursue further organic growth and new contract wins. And now above and beyond the order book and across both divisions, demand remains strong and is being driven by those same geopolitical and defense spending trends that I've spoken about. Within Communications and Intelligence, we continue to see significant opportunities for electronic warfare and secure communications, particularly in Europe, where lessons from the conflict in Ukraine continue to shape procurement priorities. And we're also pursuing major naval satellite communications opportunities in both the U.K. and Japan, while our electronic warfare and operational support capabilities are gaining increasing traction in export markets, including the Middle East. The Portuguese Navy program provides an excellent example of how multiple cohort businesses can work together to deliver integrated solutions combining communications, networking and SATCOM technologies. Within Sensors and Effectors, we see a substantial pipeline of opportunities for counter drone systems through established partnerships. Demand is also growing for technologies that can detect, monitor and protect critical underwater infrastructure, reflecting increased concern around maritime security and seabed protection. We continue to see strong opportunities for our sonar and sensor technologies as submarine and surface fleet modernization programs progress across a number of international markets. And programs such as the Royal Thai Navy's new frigate demonstrate the benefits of collaboration across the group, bringing together complementary technologies and expertise. And we also expect to benefit from investment associated with the U.K.'s Atlantic Bastion initiative and wider NATO efforts to strengthen anti-submarine warfare and underwater infrastructure protection capabilities. So overall, that pipeline of opportunities is strong, reflecting the patterns of growing global expenditure and the market relevance of our products and technologies. So as we come to the end of the presentation, I wanted as a final point to summarize how we aim to generate value for our shareholders. First, I mean, the business benefits from robust financials underpinned by strong cash generation and a healthy balance sheet. We remain focused on investing in areas that generate sustainable returns, prioritizing expenditure on research and development and expanding our capacity. Across the group, we maintain and invest in innovations that address mission-critical customer requirements and reflect the security challenges they face in today's world, as I hope I've shown you this morning. We're also well positioned through access to growth markets and have demonstrated our agility and responsiveness to geographical market trends. Our acquisition strategy has been an important contributor to shareholder value creation. We've got a proven track record of acquiring high-quality businesses and integrating them successfully, identifying opportunities to collaborate across the group where appropriate. And finally, we have a consistent dividend track record, having increased the dividend every year since our IPO 20 years ago. And that reflects both the strength of the business and the Board's confidence in the group's long-term prospects. Before closing, I want to take the opportunity to mention the great contribution to our success made by our management teams and employees right across the group. I'm very grateful to all of them for the part that they've played in helping us achieve these good results. It has been a successful first 20 years, and we look forward to the future with confidence. And let me leave you with this extract from our preliminary statement, and we'd be delighted to take any questions that you might have. So questions, please? Yes.

Joe Spooner from Shore Capital. How well advanced are the plans you have in place for the new facility for Chess? Are things like the new sites secured and identified? And to what extent have just the physical 13 sites you've operated contributed to the problems that you've had in that division?

Thanks, Joe. Yes, so we're progressing with the plan. The site is identified. Planning permission discussions are underway, and we've reached a potential agreement with the seller subject to all of the usual conditions precedent. So yes, that's proceeding pretty well. In terms of the current situation at Chess, well, we've gradually -- I mean, we started or Chess started in just one facility in that site at Horsham, and it's gradually expanded to fill pretty much the entire site. And as I said, that's 13 buildings. And you can imagine, I mean, it works well enough overall. The buildings are split into different functions. But as you can imagine, it involves transporting equipment between buildings, potentially out in the open and in the rain over ground, which isn't quite as flat as it might be. And inevitably, that does cause issues. And the fact that people aren't all under the same roof and readily available to speak face-to-face to each other is a disadvantage, too. So combined with the very strong and growing demand that we're seeing for Chess' products, we think it's absolutely vital to move to a facility which offers greatly improved operational efficiency.

And then on one of the slides talking about the cash flow outlook, you spoke about GBP 60 million of organic investment. There's GBP 15 million in the Chess facility. I think business as usual CapEx might be GBP 20 million to GBP 25 million over that time frame. What's the kind of the missing piece in that, that you also plan ahead?

Let me invite Simon to comment on that.

Joe, that will be the private venture research and development that we would spend. Bear in mind that we spend around -- I think last year, we spent GBP 30 million actually on identified R&D, of which our customers are kind enough to fund sort of north of 70%, 75% of it. So that is really our investment in absolute things like ERAZOR and ENLITOR is where we're spending money and things like KraitSense. So there, we're doing our own money rather than the customer necessarily funding. Obviously, targeting customer needs. We won't be doing it just for the sake of something new.

Actually it's worth mentioning that a lot of that is expensed rather than any sitting on balance sheet. We don't generally capitalize R&D, except in a few very limited circumstances.

Hence why I sometimes refer to as cash after R&D spend before cap because CapEx, obviously, I put on the balance sheet and then amortize but not R&D.

And just a final one, if I may. On the Sensors and Effectors division, I think the margins there were about 7% in this period. You talked about in excess of 10% or greater than 10% for the year ahead. What are the moving parts there? And is Chess, I guess, still the key risk in that?

Yes. Chess does remain the key risk. It also remains the key factor in driving that net margin up. As I said in my commentary, the other factors will be delivering the first Italian boat set, which hopefully will enable us to look at the risk on that program. And the third is SEA sort of closing out some legacy low-margin projects. But the real driver is Chess moving from a sort of pretty much a breakeven position up to a decent return in the next year or two and then onwards from that. part of that, it's got the demand. It's got the order book. It will have the facility sort of back end of '27, early '28, but we'll be doing that before then. That really will then drive the efficiencies that we expect to see.

David Farrell from Jefferies. A couple of strategic questions. In the presentation, it seemed -- you talked quite a bit about kind of collaboration across businesses, group-wide frameworks, et cetera. Looking down the line, is there a scenario whereby the businesses actually get brought together under single leadership and don't operate as stand-alone entities?

Not in the foreseeable future is the answer, David. I mean there's always a calculus where you have to stack up the benefit -- the efficiency benefits that you can gain from having combined HR, marketing, engineering teams and so on versus the lack of agility and responsiveness that, that gives you. And combining our resources in that way into an integrated business, apart from being an incredibly painful process in itself. And if anyone observed Ultra Electronics as it went through that, I think it took them three chief executives. So I'm not in a hurry to do that. It's actually been a basic operating principle that we aim to have midsized responsive, agile, innovative businesses that are able to meet defense needs. Now we're not trying to build the next nuclear submarine. So we don't need 20,000 engineers marching in perfect step. What we're doing is building the things that will make that nuclear submarine useful when it gets to do what it needs to do. And that -- and our size of businesses are much better geared to doing that.

Okay. You obviously mentioned kind of with Chris' arrival, it frees you up a bit more time to kind of look at M&A. From a kind of optics perspective, what should we look out for? Is this a greater cadence of deals? Is it pushing the envelope on where those kind of deals are? What's the output that you're looking for in terms of delivering more on the M&A?

Our M&A activity is not driven by a lack of internal resource or lack of opportunity. I mean, essentially, it is finding those businesses that will really fit with us and will enable us to do the same as we've done with ELAC and with EM Solutions. And there aren't that many of those around. What Chris' arrival does is provide us -- I mean, aside from the specific expertise in operations, provides us with much more senior level bandwidth, executive level bandwidth in the headquarters team, which will enable us to grow the business further. So out to several more businesses, for example, before we need to do that again.

And sorry, final question. When you provided the kind of the breakdown by order book and revenue by geography, you kind of flagged Australia as kind of reducing in size. Is there a potential whereby EM Solutions has a bit of an air pocket in terms of orders and doesn't show continuous growth from here? Or I'm just thinking in terms of the margin profile and mix in that division, are you kind of sub flagging that, that could potentially be a risk?