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REG - Coral Products PLC - Interim Results

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RNS Number : 2887J  Coral Products PLC  12 December 2022

CORAL PRODUCTS PLC

("Coral" or the "Group")

 

Interim Results

 

Coral Products plc, a specialist in the design, manufacture and supply of
plastic products, announces its results for the six months to 31 October 2022.

 

"Investing in Growth - Organically and via Acquisition"

 

 

 Financial headlines                                         Six months to     Six months to     % Change

                                                             31 October        31 October

                                                             2022              2021

 Group sales                                                  £17.6 million     £7.1 million     147.9%
 Gross profit                                                 £4.8 million      £2.5 million     92.0%
 Underlying operating profit (excluding finance expenses) *   £1,376,000        £759,000         81.3%
 Reported profit before taxation                             £894,000           £ 510,000        75.3%
 Underlying EBITDA *                                            £1,881,000        £1,014,000     85.5%
 Underlying basic earnings per share *                        1.17p             0.81p            44.4%
 Interim dividend per share                                  0.50p             0.50p

 

* The financial headlines disclosed as underlying represent the reported
metrics excluding separately disclosed items (being share based payment
charges, amortisation of intangible assets and other one-off costs in each
period), see note 7.

 

Operational and Financial Highlights

 

Completed Acquisitions

Of the £17.6m in sales, £10.3m came from the acquired businesses:

·      May 2022, Film & Foil Solutions Ltd acquired for £3.0m.

·      May 2022, Alma Products Ltd acquired for £2.5m (including an earn
out of up to £1m).

·      September 2022, Manplas Ltd acquired for £300k.

·      October 2022, Ecodeck Ltd acquired for £5.5m (including an earn
out of up to £1.15m).

Underlying businesses performing well

·   Organic growth in the 2 larger UK-based businesses, Tatra-Rotalac and
Customised Packaging, of a combined 11.1% and an improvement in gross margin.

·   This was offset by Global One Pak which performed in line with
management expectations and with improved margins in spite of supply chain
challenges which are expected to improve in the last quarter as production
moves from China to the UK.

·     Tatra-Rotalac exceeded expectations with both sales and profits
significantly ahead of budget.

·     Customised Packaging continues to perform well with focus on driving
efficiencies.

 

Targeted Capex Plan to deliver future growth

·      Committed £2.5m to support future demand for new opportunities

o  New injection moulding machines to create new lines

o  Tooling for specific products and anticipated orders

o Re-configured warehouse space to create 5000 sq. ft of additional
manufacturing capacity upgraded to BRC standard

 

Financial Strength

·    Cash and cash equivalents of £3.8m (2021: £5.5m). Cash and cash
equivalents are defined as cash of £3.8m (2021: £4.8m) plus treasury shares
of £nil (2021: £0.7m).

·      Strong net assets position.

·      Property has been revalued resulting in an increase of £0.9m to
£3.2m

·      Interim dividend of 0.5p declared.

 

Sustainability Objectives

·      The Group is proud of its focus on sustainability:

o  Adoption of bio-based materials.

o  Increasing move to re-cyclable materials.

o  Supply chain tracking and transparency.

 

Positive Outlook

·    Benefit from the acquired businesses to continue to come through in
the second half of the year with significant opportunities to drive margins
through real efficiencies, optimising people, assets and market opportunities.

·      Variable costs well managed across the Group with energy costs
fixed.

·      Potential for further M&A subject to meeting "value add"
criteria.

·      Overall, well placed going into the second half of the financial
year.

 

Joe Grimmond, Executive Chairman, commented: "These excellent results reflect
our ongoing investment in future growth. Our objective is to build a
specialist UK plastics business of scale, targeting profitable, high-demand
sectors. We aim to drive growth both organically and via acquisitions, whilst
maintaining our commitment to sustainable objectives. In the 6-month period to
31 October 2022, we acquired four companies, all of which have performed well
and we have committed £2.5m of capex into specific new business projects. At
the same time, we remain prudent with a strong balance sheet, backed by
freehold assets and cash, and we look to return value to shareholders via
dividends and capital growth. And as a result, we are announcing an interim
dividend of 0.5p. Like all businesses, we are mindful of the challenging
economic environment, nevertheless, we believe Coral is in a good position
going forward and we have yet to show the full benefit of our investments to
date."

 

Joe Grimmond, Chairman, and Sharon Tinsley, Finance Director, will provide a
live investor presentation relating to the financial results via the Investor
Meet Company (IMC) platform on Wednesday, 14 December 2022 at 10:30am GMT.

 

Investors can sign up for free via:
https://www.investormeetcompany.com/coral-products-plc/register-investor
(https://www.investormeetcompany.com/coral-products-plc/register-investor)

 Enquiries:                      www.coralproducts.com  Tel:

 Coral Products plc              Executive Chairman     07703 518 148

 Joe Grimmond

 Cenkos Securities plc           NOMAD and Broker       020 7397 8900

 Adrian Hadden, Charlie Combe

 Novella Communications          Financial PR           020 3151 7008

 Tim Robertson/Safia Colebrook

 coral@novella-comms.com

 

 

Regulatory Information

The information contained within this announcement is deemed to constitute
inside information for the purposes of Article 7 of EU Regulation 596/2014
(Market Abuse Regulations) which is part of UK law by virtue of the European
Union (Withdrawal) Act 2018. Upon publication of this announcement, this
inside information is now considered to be in the public domain.

 

 

Caution regarding forward looking statements

This announcement contains unaudited information and forward-looking
statements that are based on current expectations or beliefs, as well as
assumptions about future events. These forward-looking statements can be
identified by the fact that they do not relate only to historical or current
facts and undue reliance should not be placed on any such statement because
they speak only as at the date of this document and are subject to known and
unknown risks and uncertainties and can be affected by other factors that
could cause actual results, and Coral's plans and objectives, to differ
materially from those expressed or implied in the forward-looking statements.
Coral undertakes no obligation to revise or update any forward-looking
statement contained within this announcement, regardless of whether those
statements are affected because of new information, future events or
otherwise, save as required by law and regulations.

 

Executive Chairman's Statement

 

Introduction

 

I am very pleased to present these results as they reflect our clear progress
towards building a specialist UK plastic business of scale. The investments we
have made in the period, adding four new plastic businesses, has driven the
uplift in sales alongside solid organic growth generated from our existing
businesses. Importantly, whilst all four acquisitions have performed to plan,
there is significant untapped potential to come. As a management team, we are
confident of our ability to add real value to each business, using our
extensive knowledge of how to make consistent and attractive returns from the
specialist plastics sector. Going into the second half of the financial year,
we expect to continue to benefit from the acquisitions and the capital
expenditure invested behind new business projects.

 

Results and Financial Position

 

Trading in the first half of the current year shows revenue substantially
ahead of the same period for last year. Reported revenue was £17,587,000
(2021: £7,103,000), gross margins were 27.1% (2021: 35.7%) resulting in a
gross profit of £4,759,000 (2021: £2,534,000). Underlying EBITDA was
£1,881,000 (2021: £1,014,000) and underlying operating profits increased to
£1,376,000 (2021: £759,000).

 

The change in gross margin reflects a change in the mix of companies within
the Group due to acquisitions whilst gross margins on existing businesses
improved. After investing £11,571,000 in new subsidiaries the gearing remains
comfortable at 41%. The balance sheet net asset position is strong at
£14,881,000 (2021: £12,376,000 net of £693,000 treasury shares). This
represents a solid asset platform for developing the business.

Operations

Tatra-Rotalac Ltd

This business, a leading provider of plastic extrusion and injection moulded
products for commercial use, has exceeded the board's expectations during the
first half of the financial year with sales and profits well above budget. The
recent capital expenditure is expected to generate additional improvements to
performance in the final quarter of the year.

Global One-Pak Ltd

This business, a leading supplier of lotion pumps, triggers and mist sprayers,
is currently being held back due to logistical cost increases in Chinese
trading. Performing against a much-reduced sales budget and cost base, Global
One Pak has improved gross margin and operating profit.

Performance in the second half of the financial year is expected to improve
during the final quarter when production of some caps and enclosures begins in
the UK.

Customised Packaging Ltd

This business, a producer of specialised packaging for transportation
including crates and cases, continues to perform well. Following the departure
of the old management team in the earlier part of the year, focus has been on
improving efficiencies within the business. Customised Packaging maintained
sales and improved margin and profit.

Film & Foil Solutions Ltd

This business joined the group in May 2022. It is a market leading converter
and stockist of flexible packaging film, print lamination film and speciality
plastics, paper and aluminium foils. This business came with freehold premises
valued at £2.2 million. This acquisition reinforces our focus on niche,
specialist operators in the plastics sector.

Alma Products Ltd

This business joined the Group in May 2022. It is a niche specialist and
expert in extrusion, thermoforming and container printing serving the food
industry, providing formable plastic sheet for Form-Fill-Seal applications,
thermoformed and printed plastic food packaging. This business is very well
invested in state-of-the-art sheet extrusion, volume vacuum forming and one of
the most advanced computer-controlled printing facilities in the industry.
This business came with freehold premises valued at £1 million.

Manplas Ltd

This business joined the Group in September 2022. The premises adjoin those of
our Tatra Rotalac subsidiary and will enable further development of the Tatra
Rotalac business by expanding manufacturing space available without the
substantial costs involved in increasing the required power supply.
Furthermore, the services provided by Manplas are complementary to those of
our Customised Packaging ltd subsidiary also located nearby.

The combined acknowledged expertise of Customised Packaging and Manplas forms
what will be a leading provider of customised product protection solutions
solving logistical problems across multiple sectors. This is in line with our
objective of building a specialist group of businesses which are product and
design led.

Ecodeck Ltd

This business joined the Group in October 2022. This business is a natural
strategic fit for the group. The plastic grids offer natural synergy with some
of Coral's existing products, including manufacturing synergies. There is
potential to leverage Ecodeck's ecommerce platform for other group
eco-friendly products.

Capital Expenditure

Total capital expenditure committed to in the first six months was £2,500,000
(2021: £375,000) all related to new product opportunities. £854,000 of which
has been paid in advance.

Dividends

 

The board have declared an interim dividend of 0.50 pence per share (2021:
0.50p). The ex-dividend date and the record date for the interim dividend were
10 November 2022 and 11 November 2022 respectively. The interim dividend will
be paid on 16 December 2022. This continues to reflect our confidence in the
positive performance and profitable results of the Group.

 

Outlook

 

I am delighted with the performance of the business in the first half of the
financial year. I am pleased to report that the results to date are well ahead
of the same period last year, despite the prevailing uncertainties of the
Covid-19 pandemic, the war in Ukraine and higher utility costs. With the new
acquisitions and the increased capital expenditure in plant and equipment,
tooling and premises to meet future forecast demand for new products, we
remain confident of the Group's future prospects.

 

 

Joe Grimmond

Executive Chairman

12 December 2022

CONSOLIDATED INCOME STATEMENT

                                                                                                                                    Year to

                                                                                    Six months to   Six months to                   30 April

                                                                                    31 October      31 October                      2022

                                                                                    2022            2021                            (audited)

                                                                                    (unaudited)     (unaudited)

                                                                                                                                    £000

                                                                                    £000            £000

 Revenue                                                    Note 3                   17,587                 7,103                           14,391
 Cost of sales                                                                       (12,828)               (4,569)                 (9,104)
 Gross profit                                                                        4,759                   2,534                      5,287
 Operating costs
 Distribution expenses                                                              (443)                     (334)                  (787)
 Administrative expenses before separately disclosed items                          (2,940)                 (1,441)                 (2,926)
 Underlying operating profit                                                         1,376                   759                    1,574
 Separately disclosed items:
 Share based payment credit/(charge)                                                 (11)                       (25)                (21)
 Amortisation of intangible assets                                                  (163)                      (163)                (327)
 Reorganisation costs                                                                (49)                    -                      (158)
 Gain on sale of land and buildings                                                 -               -                               383
 One off cost of living payment to all staff                                        -               -                               (39)
                                                                                    (223)                     (188)                       (162)
 Operating profit/(loss)                                                             1,153                    571                         1,412
 Finance expense                                                                    (259)                      (61)                        (82)
 Profit/(loss) before taxation                                                        894                      510                       1,330
 Taxation                                                   Note 4                    (89)                       -                  (363)
 Total comprehensive income/(loss)                                                   805                         510                     967

 Earnings per ordinary share                                Note 5

 Basic and diluted (pence)                                                            0.92            0.59                          1.19
 Underlying basic (pence)                                                           1.17            0.81                            1.39

 

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                      31 October    31 October    30 April

                                      2022          2021          2022

                                      (unaudited)   (unaudited)    (audited)

                                      £000          £000          £000

 Non-current assets
 Goodwill                                7,506         1,945       1,945
 Other intangible assets               752           1,079           916
 Property, plant and equipment           7,144         1,133        749
 Right of use assets                  1,960         1,117         1,393
 Total non-current assets                17,362        5,274      5,003

 Current assets
 Inventories                             5,570         1,752      1,781
 Trade and other receivables          8,662         3,371         3,237
 Cash and cash equivalents            3,820         4,780         7,589
 Total current assets                 18,052        9,903         12,607
 Assets held for sale                 -             2,500         -

 Current liabilities
 Bank overdrafts and borrowings        (6,338)       (1,832)      (1,389)
 Trade and other payables             (9,875)       (1,906)       (2,800)
 Lease liabilities                    (709)         (405)         (416)
 Total current liabilities            (16,922)      (4,143)       (4,605)

 Non-current liabilities
 Borrowings                           (1,139)       -             -
 Lease liabilities                    (1,757)       (866)         (907)
 Deferred taxation                    (715)         (292)         (391)
 Total non-current liabilities        (3,611)       (1,158)       (1,298)
 Total liabilities                    (20,533)      (5,301)       (5,903)
 Total net assets                     14,881        12,376        11,707

 Shareholders' Equity
 Share capital                         903             859              859
 Share premium                        6,272          5,621           5,621
 Investment in Own shares             -             (693)         (1,008)
 Other reserves                       2,050         1,567         1,061
 Retained earnings                    5,656           5,022            5,174
 Total equity                         14,881         12,376          11,707

 

CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY

 

                                 Share     Share     Treasury shares  Other      Retained     Total

                                 capital   premium                    reserves   earnings     equity
                                  £000       £000    £000             £000        £000          £000

 At 1 May 2022                      859    5,621     (1,008)          1,061      5,174        11,707
 Total comprehensive income      -         -         -                -          805          805
 Credit for share based payment  -         -         -                -          11           11
 Sale of treasury shares         -         -         1,008            136        -            1,144
 Issue of new shares             44        651       -                -          -            695
 Revaluation reserve             -         -         -                853        -            853
 Dividend paid                   -         -         -                -          (334)         (334)
 At 31 October 2022              903       6,272     -                2,050          5,656    14,881

 

 

 For the six months to 31 October 2021 (unaudited)

 

                             Share                    Share           Treasury shares  Other      Retained         Total

                             capital                  premium                          reserves   earnings         equity
                              £000                      £000          £000             £000        £000              £000

 At 1 May 2021                 859                    5,621           (218)            1,567         4,908           12,737
 Total comprehensive income  -                        -               -                -          510              510
 Charge for share based payment                -      -               -                -          25               25
 Purchase of treasury shares                   -      -               (475)            -          -                (475)
 Dividend paid                                 -      -               -                -          (421)            (421)
 At 31 October 2021                             859           5,621   (693)            1,567       5,022   12,376

 

 

For the year ended 30 April 2022 (audited)

 

                                 Share     Share     Treasury shares  Other      Retained    Total

                                 capital   premium                    reserves   earnings    equity
                                  £000       £000    £000             £000        £000         £000

 At 1 May 2021                     859     5,621     (218)            1,567         4,908      12,737
 Total comprehensive profit      -         -         -                -          967         967
 Credit for share based payment  -         -         -                -          21          21
 Revaluation reserve             -         -         -                (506)      506         -
 Purchase of treasury shares     -         -         (790)            -          -           (790)
 Dividend paid                   -         -         -                -          (1,228)     (1,228)
 At 30 April 2022                   859    5,621     (1,008)          1,061      5,174       11,707

 

CONSOLIDATED STATEMENT OF CASH FLOWS

                                                           Six months to                  Six months to                  Year to

                                                           31 October                     31 October                     30 April

                                                           2022                           2021                           2022

                                                           (unaudited)                    (unaudited)                    (audited)

                                                                          £000                           £000                       £000
 Cash flow from operating activities
 Profit for the period after tax                           805                            510                            967
 Adjustments for:
 Depreciation of property, plant and equipment             268                            122                            165
 Depreciation of right of use assets under IFRS16          236                            133                            296
 Amortisation of intangible assets                         163                            163                            327
 Share based payment (credit)/charge                       11                             25                             21
 Profit on disposal of building                            -                              -                              (424)
 Loss on disposal of fixed asset                           37                             -                              -
 Interest payable                                          259                             61                            82
 Taxation charge/(credit)                                  89                             -                              363
 (Increase)/decrease in inventories                        (182)                          76                             47
 Decrease/(increase) in trade and other receivables        1,025                          505                            82
 (Decrease)/increase in trade and other payables           (5,916)                        (133)                          761
 Net cash generated from operating activities              (3,205)                        1,462                          2,687

 Cash flow from investing activities
 Net cash on disposal of building                          -                              -                              3,500
 Acquisition of subsidiaries, net of cash in bank          (3,852)                        -                              -
 Acquisition of property, plant and equipment              (854)                          (375)                          (206)
 Net cash (used in)/generated from investing activities    (4,706)                        (375)                          3,294

 Cash flow from financing activities
 Interest paid on bank borrowings and invoice discounting  (259)                          (61)                                  (22)
 Interest paid on lease liabilities                        -                              -                              (60)
 Dividends paid                                            (334)                           -                             (1,228)
 Repayments of obligations under lease liabilities         (136)                          (93)                           (171)
 Purchase of treasury shares                               -                              (475)                          (790)
 Issue of new shares                                       -                              -                              -
 New bank loans raised                                     -                              -                              -
 Movements on invoice discounting facility                 4,871                          479                            36
 Net cash used in financing activities                     4,142                          (150)                          (2,235)

 Net (decrease)/increase in cash and cash equivalents      (3,769)                        937                            3,746
 Cash and cash equivalents at the start of the period      7,589                          3,843                          3,843
 Cash and cash equivalents at the end of the period        3,820                            4,780                        7,589

 

 NOTES TO THE FINANCIAL STATEMENTS

 

1.         Basis of preparation

 

The financial information set out in this Interim Report does not constitute
statutory accounts as defined in Section 435 of the Companies Act 2006.

 

These interim financial statements are for the six months ended 31 October
2022. They do not include all the information required for full annual
financial statements and should be read in conjunction with the consolidated
financial statements of the Group for the year ended 30 April 2022.

 

The Interim Report has not been reviewed by our auditor in accordance with the
International Standard on Review Engagement 2410 issued by the Auditing
Practices Board.

 

2.         Significant accounting policies

 

The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those applied by the Group in its
consolidated financial statements for the year ended 30 April 2022.

 

3.         Revenue

 

All production is based in the United Kingdom. The geographical analysis of
revenue is shown below:

 

                                           Six months to      Six months to      Year to

                                           31 October 2022    31 October 2021    30 April 2022

                                              (unaudited)        (unaudited)     (audited)

                                           £000               £000               £000

 United Kingdom                             17,166             6,827                 13,799
 Rest of Europe                            368                186                      134
 Rest of the World                         53                 90                 458
                                            17,587             7,103                 14,391

 Turnover by business activity
 Sale and manufacture of plastic products   17,587             7,103                  14,391

 

 

A breakdown of Group revenues by product group is shown below:

 

                                       Six months to      Six months to      Year to

                                       31 October 2022    31 October 2021    30 April 2022

                                          (unaudited)        (unaudited)     (audited)

                                       £000               £000               £000

 Extrusion and injection moulding       5,051             4,419              9,468
 Trigger sprays and nozzles            708                1,168              2,094
 Vacuum forming                        1,919              1,516              2,829
 Flexible packaging                    4,744              -                  -
 Thermoforming and container printing  4,836              -                  -
 Eco-friendly grids and shed bases     329                -                  -
                                        17,587             7,103                 14,391

 

4.         Taxation

 

The taxation charge for the six months to 31 October 2022 is based on the
effective taxation rate, which is estimated will apply to earnings for the
year ending 30 April 2023. The rate used is below the applicable UK
corporation tax rate of 19% due to the utilisation of tax losses in the
period.

 

5.         Earnings per share

 

Basic and underlying earnings per ordinary share are calculated using the
weighted average number of ordinary shares in issue during the financial
period of 87,554,854 (31 October 2021: 85,942,534 and 30 April 2022:
81,113,698).

 

                                                    Six months to         Six months to         Year to

                                                    31 October 2022       31 October 2021       30 April

                                                    (unaudited)           (unaudited)           2022

                                                                                                (audited)

                                                    £000       p          £000       p          £000    p
 Basic and diluted earnings per ordinary share
 Profit/(loss) for the period after tax              805       0.92        510       0.59       967     1.19

 Underlying earnings per ordinary share
 Underlying profit/(loss) for the period after tax  1,028      1.17       698        0.81       1,129   1.39

 

 

6.         Movement in Net Debt

 

Net debt incorporates the Group's borrowings and bank overdrafts less cash and
cash equivalents. A reconciliation of the movement in the net debt is shown
below:

 

                              Six months to                             Six months to  Year to

                              31 October                                31 October     30 April

                              2022                                      2021           2022

                               (unaudited)                              (unaudited)    (audited)

                              £000                                      £000            £000

 Net (decrease)/increase in cash and cash equivalents       (3,769)      937           3,746
 Net increase in invoice discounting facilities            (4,835)      (479)          (36)
 (Increase)/decrease in bank and other loans               (1,253)      -              -
 (Increase)/decrease in lease liabilities                  (1,143)      223            171
 Movement in net debt in the financial period                (11,000)     681          3,881
 Net funds/(debt) at beginning of period                   4,877        996            996
 Net funds/(debt) at end of period                          (6,123)      1,677         4,877

 

 

7.         Underlying profit and separately disclosed items

 

Underlying profit before tax, underlying earnings per share, underlying
operating profit, underlying earnings before interest, tax, depreciation and
amortisation are defined as being before share based payment charges,
amortisation of intangibles recognised on acquisition, acquisition costs,
reorganisation costs, compensation for loss of office, impairment of goodwill
and impairment loss on trade receivables. Collectively these are referred to
as separately disclosed items. In the opinion of the directors the disclosure
of these transactions should be reported separately for a better understanding
of the underlying trading performance of the Group.

 

                         Six months to                                 Six months to  Year to

                         31 October                                    31 October      30 April

                         2022                                          2021           2022

                          (unaudited)                                  (unaudited)    (audited)

                         £000                                          £000            £000

 Operating profit/(loss)                          1,153                 571           1,412
 Separately disclosed items within administration expenses
 Share based payment (credit)/charge             11                    25             21
 Amortisation of intangible assets                 163                   163          327
 Reorganisation costs                            49                    -              158
 Gain from the sale of land and buildings        -                     -              (383)
 One off cost of living payment to all staff     -                     -              39
 Total separately disclosed items                 223                  188            162
 Underlying operating profit                     1,376                 759            1,574
 Depreciation                                    505                   255            205
 Underlying EBITDA                               1,881                 1,014          1,779

 

8.         Business Combinations

 

During the period the Group acquired 100% share capital of the entities below:

·      May 2022, Film & Foil Solutions Ltd acquired for £3.0m.

·     May 2022, Alma Products Ltd acquired for £2.5m (including an earn
out of up to £1m) plus the excess cash of £210,000.

·      September 2022, Manplas Ltd acquired for £300k.

·      October 2022, Ecodeck Ltd acquired for £5.5m (including an earn
out of up to £1.15m) plus the excess cash of £61,000.

Details of the fair value of identifiable assets and liabilities acquired,
purchase consideration and goodwill are as follows:

 

 Net assets acquired               Alma Products £'000s   Film & Foil £'000s       Ecodeck   Manplas   Total

                                                                                   £'000s    £'000s    £'000s

 Cash and cash equivalents         706                    363                      1,462     26        2,557
 Property, plant and equipment     1,472                  2,831                    236       115       4,654
 Right of use assets               434                    229                      -         652       1,315
 Inventories                       881                    1,773                    112       341       3,107
 Trade and other receivables       1,871                  3,495                    107       585       6,058
 Trade and other payables          (3,556)                (5,933)                  (576)     (1,616)   (11,681)
 Total net assets                  1,808                  2,758                    1,341     103       6,010

 Fair value of consideration paid                                                                      £'000s

 Cash                              1,710                  2,250                    3,411     200       7,571
 Shares                            -                      750                      1,000     100       1,850
 Deferred consideration            1,000                  -                        1,150     -         2,150
 Total consideration               2,710                  3,000                    5,561     300       11,571
 Goodwill                          902                    242                      4,220     197       5,561

 

 

As of the date of this report the purchase price allocation exercise was not
complete therefore all the intangibles have been recognised as goodwill for
the purposes of this report.

 

As part of the acquisition agreement with Ecodeck, if the profit during the
year to 31 January 2023 exceeds £1,000,000 then an earn out will be paid
equal to £3 for every £1 of profit before tax that exceeds £1,000,000. The
maximum earn out will not exceed £1,150,000.

 

As part of the acquisition agreement with Alma Products, if the EBITDA during
the year to 30 April 2023 is equal to £500,000 then an earn out will be paid
equal to £1,000,000. If EBITDA is below £500,000 then an earn out will be
paid will be equal to £1,000,000 less an amount equal to £5 for each £1
EBITDA is below £500,000. If EBITDA is more than £500,000, an additional
earn out will be paid of £2.50 for every £1 by which EBITDA exceeds
£500,000. The maximum earn out will not exceed £1,500,000.

 

Since the acquisition dates, the companies have contributed the below revenues
and profit before tax:

 

                                Revenue   Profit

                                £'000s    £'000s
 Film & Foil Solutions Ltd      4,744     15
 Alma Products Ltd              4,836     255
 Manplas Ltd                    375       (29)
 Ecodeck Ltd                    329       26
                                10,284    267

 

 

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