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REG - On the Beach Group - INTERIM RESULTS

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RNS Number : 4909Z  On the Beach Group PLC  16 May 2023

16 May 2023

On the Beach Group plc

("On the Beach", the "Company" or the "Group")

 

INTERIM RESULTS FOR SIX MONTHS ENDED 31 MARCH 2023

GROUP REVENUE +38%

 

CONTINUED MOMENTUM IN CORE AND EXPANSION AREAS, WELL POSITIONED FOR H2

 

Financial & Operational Highlights

 

                                    H1 23       H1 22       H1 23 vs H1 22

                                    Unaudited   Unaudited   Unaudited
                                    £'m         £'m         %
 Group booked TTV((1))              £495.0m     £385.8m      28%
 Group revenue                      £73.2m      £52.9m      38%
 Revenue as Agent((2))              £50.6m      £39.7m      27%
 Revenue as Principal((3))          £22.6m      £13.2m      71%
 Group gross profit                 £51.3m      £39.0m      32%
 Gross profit as Agent              £48.9m      £37.8m      29%
 Gross profit as Principal          £2.4m       £1.2m       100%
 Gross Profit after Marketing((4))  £24.2m      £18.8m      29%
 EBITDA ((5))                       £4.1m       £3.7m       11%
 Group loss before tax              (£6.0m)     (£7.0m)

(1)    Group booked TTV ('TTV') is the total transaction value of holidays
booked in the period before cancellations and adjustments.

(2)    As an agent, revenue is accounted on a "booked" rather than
"travelled" basis (unlike tour operators and airlines) and the Group is
reporting H1 bookings taken between 1 October 2022 and 31 March 2023.

(3)    As a principal, revenue is accounted on a "travelled" basis and
reported on a gross basis and the Group is reporting H1 bookings which
departed between 1 October 2022 and 31 March 2023.

(4)    See glossary for reconciliation to nearest GAAP measure.

(5)    EBITDA is profit before tax, exceptional costs, share based
payments, depreciation and amortisation.

 

 

Financial headlines

 

 ●    Group Booked TTV for the period was £495m, +28% year-on-year ("YOY"),
      resulting in Group Revenue of £73.2m, +38% YOY. This was driven by increases
      in passenger bookings during the period as well as an increase in the average
      value of holidays sold.
 ●    Revenue growth was supported by investment in the brand and proposition with a
      continuation of free holiday perks for customers and 'the most wonderful time
      of the year' campaign.
 ●    Investment in these areas was weighted to H1 which has enabled us to
      capitalise on peak bookings and build momentum into H2.
 ●    Group adjusted loss before tax was (£0.1m), (H1 22: £0.0m), and statutory
      loss before tax was (£6.0m) (H1 22: (£7.0m)).

 

Trading dynamics

 

 ●    The recovery of the travel sector post pandemic has continued, with the Group
      experiencing a typical peak booking period in January.
 ●    The premium((6)) segment continues to perform strongly with TTV growth in 5*
      holidays of +17% YOY, and more than double pre pandemic levels.
 ●    The Group continues to focus on growing this segment and we believe there is a
      significant incremental revenue opportunity to be gained in the medium term by
      attracting these customers to the brand
 ●    Although volumes in the value((7)) segment have not yet recovered to
      pre-pandemic levels given cost-of-living pressures, we have seen an
      improvement this year with TTV growth on 3* holidays +46% YOY and volume
      growth of +28% YOY
 ●    Progress in growing our Long Haul proposition has continued with new scheduled
      Long Haul airlines added in FY23 and further growth in existing and new
      destinations planned in H2 23.

 

(6)    Premium segment: Segment of the market with holidays typically sold
for more than £700pp. A proxy for the premium segment is the sale of OTB 5*
holidays.

(7)    Value Segment: Segment of the market with holidays typically sold
for less than £700pp. A proxy for the value segment is the sale of OTB 3*
holidays.

 

Current trading and outlook

 

 ●    Trading momentum has continued since 1 April 2023, and comparator periods will
      start to soften as we annualise widespread airline and airport disruption
      experienced during Summer 2022.
 ●    We believe there is significant unsold bed and seat capacity in market
 ●    We continue to see strength in late and long lead time bookings, and believe
      that unsold bed and seat capacity should support greater strength in bookings
      for peak / school summer holidays as these approach
 ●    We are encouraged by the continued momentum in our expansion areas as well as
      recent positive signs of recovery in our core value customer base
 ●    The Group typically generates a greater profit in the second half of the year
      and we are confident that the upfront investment into the brand and
      proposition will ensure both top and bottom line growth in the second half of
      the year
 ●    On 31 March, OTB announced that Jon Wormald will be appointed as Group CFO on
      30 June 2023, at which point the Group's previously announced CEO succession
      plan will be enacted. On the same date, Shaun Morton, the Group's current CFO,
      will replace Simon Cooper as CEO and Simon will transition into the role of
      Founder Director NED.

 

Simon Cooper, Chief Executive of On the Beach Group plc, commented:

 

"I am pleased with the Group's strong performance in the first half,
delivering a record Group Booked TTV and Group revenue performance, up 28% and
38% respectively, driven by increases in both volume of bookings and the
average value of holidays sold. This was supported by our largest ever offline
marketing campaign, 'The most wonderful time of the year', which included
sponsorship of ITV's Masked Singer and the Magic Radio breakfast show. This
marketing effort also delivered the Group's highest ever top 3 brand
consideration score, despite a more aggressive competitive environment.

 

"The travel sector continues to recover post-pandemic and the Group has
experienced significant increases in demand for its holiday product,
particularly the Premium 5* offer. This segment represents a substantial
growth area and we continue to see a significant incremental revenue
opportunity to be gained in the medium term by attracting these customers to
the brand. Our Long Haul offer also continues to grow and we have added new
airlines and increased the number of destinations we can offer to our
customers.

 

"We continued to invest in our technology capabilities including a migration
to the cloud in H1 to allow greater speed of developments and increased
security. These investments will enable the Group to drive continued growth in
both the core business and the exciting expansion opportunities.

 

"In what will be my last Half-Year results as CEO before handing over the
reins to Shaun on 30 June, I am pleased with the Group's performance in the
first half and I am confident that the right building blocks are in place for
Shaun and the team to continue to deliver growth across the business and I
remain excited about both the near term and longer term opportunities for On
the Beach."

 

Analyst & investor webinar

A webinar for sell-side equity analysts and investors will be held today at
8.00am, the details of which can be obtained through FTI Consulting via
onthebeach@fticonsulting.com.

 

For further information:

 

 On the Beach Group plc                  via FTI Consulting

 Simon Cooper, Chief Executive Officer

 Shaun Morton, Chief Financial Officer

 FTI Consulting                          Tel: +44 (0)20 3727 1000

 Alex Beagley                            onthebeach@fticonsulting.com

 Fiona Walker

 Sam Macpherson

 Rafaella de Freitas

 

About On the Beach

On the Beach Group plc is one of the UK's largest online beach holidays
retailers, with significant opportunities for growth. Its innovative
technology, low-cost base and strong customer-value proposition provides a
structural challenge to legacy tour operators and online travel agents, as it
continues disrupting the online retail of beach holidays. Its model is
customer-centric, asset light, profitable and cash generative.

 

Cautionary statement

 

This announcement may contain certain forward-looking statements with respect
to the financial condition, results, operations and businesses of the Company.
Forward looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as 'anticipates', 'aims', 'due',
'will', 'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans',
'targets', 'goal' or 'estimates'. These forward-looking statements involve
risk and uncertainty because they relate to events and depend on circumstances
that may or may not occur in the future. There are a number of factors that
could cause actual results or developments to differ materially from those
expressed or implied by these forward-looking statements, including factors
outside the Company's control. The forward-looking statements reflect the
knowledge and information available at the date of preparation of this
announcement and will not be updated during the year. Nothing in this
announcement should be construed as a profit forecast.

 

This statement together with the interim financial statements and investor
presentation is available on www.onthebeachgroupplc.com
(http://www.onthebeachgroupplc.com/) .

 

Chief Executive's Review

 

Summary

 

Group Booked TTV in H1 was +28% ahead of the prior year, supported by volume
growth and an increase in average booking values.

 

For the first four months of the year to the end of January 2023, Group Booked
TTV was materially ahead of the equivalent period of the prior year as
reported in the AGM trading update on 27 January 2023. Trading in February and
March was set against much stronger comparatives which benefited from the
release of pent-up demand following the easing of travel restrictions at the
end of January 2022.

 

Drivers of Performance

Growth in H1 23 has been delivered from continued strong performance in the
Group's key expansion areas, underpinned by continued market recovery in 3*
holidays. Volumes at the value end of the market continue to lag market
recovery of holidays in the premium segment, relative to FY19.

 

The strategic actions the Group has taken to capture a greater share of
customers willing to spend more on their holiday, either by travelling
further, selecting a 5* hotel online, or booking a premium holiday through a
travel agent, have contributed to growth over the period.

 

On the Beach continues to take share in the premium segment from a relatively
low base and the Group believes there is a significant incremental revenue
opportunity from this area, which has shown greater resilience to
cost-of-living pressures, attracting customers that typically book earlier,
giving greater visibility and delivering higher margins.

 

In line with our strategy, offline marketing costs of £13.4m (H1 22 £8.3m)
were heavily weighted into H1 to capitalise on demand in the peak bookings
period and build momentum into H2. This contributed to the Group's highest
ever top three brand consideration score, despite a more aggressive
competitive environment as the travel market continues to recover.
Notwithstanding the upfront offline investment, total marketing costs as a
percentage of adjusted revenue for the OTB segment remain in line with the
prior period (53% in H1 23 vs 53% in H1 22).

 

On the Beach continues to invest in the proposition, which supports higher
searches for 5* hotels. Customers who enjoyed the lounge access perk last
summer are rebooking at approximately twice the rate as those who did not.

 

Alongside investments in proposition and brand, the Group has continued to
invest in technology and supply to support growth in core and expansion areas.
This includes improved flight connectivity and deeper relationships with our
supply partners with direct bookings in H1 23 at 91%.

 

Expansion areas

The strategic actions the Group continues to take to enhance its proposition
and access more premium hotels, positions it well to continue to outperform in
this segment. The Group estimates the segment is a similar size to the value
segment in terms of passengers, but approximately two and a half times larger
in absolute value, and the revenue margin opportunity on each individual
booking is equally greater.

 

The Group has continued to scale its Long-Haul offering. Scheduled air
connectivity continues to be added for new key carriers, improving the breadth
and depth of customer choice for both Westbound and Eastbound long haul
flying. Booked Long Haul TTV was 26% up vs a strong comparator in H1 22.

 

Following a year of disruption on the high street in 2022, the Group appointed
a new CEO at Classic to drive continued growth across the B2B businesses.
Booked B2B* TTV was +11% YoY.

 

The Group has partnerships with the majority of the of UK's travel agent and
homeworking groups and is a trusted brand in the B2B space, having won a
number of recent industry awards. Despite a sluggish high street recovery, the
B2B market is still relatively large, with online penetration lagging other
consumer verticals. Agents are increasingly risk-averse post-Covid, with a
trend away from tour operating and back to retailing. There is a significant
opportunity to increase share of business from agent partners.

 

*B2B: Classic Collection and Classic Package Holidays

 

Strategy for growth

On the Beach continues to target significant medium and long-term growth in
its core and adjacent markets by deploying a strategy based on the following
strategic pillars:

 

1. Invest in talent and technology

2. Become a brilliant digital brand

3. Optimise our direct and differentiated supply

4. Grow our share of B2B beach

5. Diversify into adjacent beach holiday markets

6. Champion customer centric change

 

Segmental performance

The Group organises its operations into four principal financial reporting
segments, being OTB (onthebeach.co.uk and sunshine.co.uk), International
(ebeach.se, ebeach.no and ebeach.dk), CCH (Classic Collection Holidays) and
CPH (Classic Package Holidays).

OTB Segment performance

 

                                          H1 2023      H1 2022  vs
 Bookings '000s                           240.3        207.6    16%
 Booked TTV £m                            445.8        342.8    30%

                                          H1 2023      H1 2022  vs
                                          £m           £m       %
 Revenue                                  47.8         36.8     30%
 Adjusted Revenue*                        48.5         36.7     32%
 Online Marketing costs                   (12.5)       (11.1)
 Offline Marketing costs                  (13.4)       (8.3)
 Adjusted Revenue after marketing costs*  22.6         17.3     31%
 Overheads                                (15.7)       (11.7)
 Depreciation and amortisation            (4.3)        (2.9)
 Adjusted operating profit*               2.6          2.7
 Exceptional adjustments                  (1.8)        (0.9)
 Share based payments                     (1.3)        (3.2)
 Amortisation of acq intangibles          (2.3)        (2.3)
 Operating profit/(loss)                  (2.8)        (3.7)
 EBITDA*                                  6.9          5.6      23%
 EBITDA %                                 14.3%        15.3%

*see glossary for reconciliation to nearest GAAP measure

 

Revenue increased by 30% to £47.8m (H1 22: £36.8m). The increase in revenue
was due to an increase in booking volumes and average booking values.

There has been an increasing trend for people to book package holidays (flight
+ hotel) rather than a single element (i.e. hotel or transfer only). Package
holiday bookings now represent 97% of all bookings travelling in Summer 2023
(2022: 95%).

The number of passengers booked on a Summer package holiday with OTB this year
is 11% ahead of 2022 and 8% ahead of 2019. The TTV of these bookings is £489m
which is 22% ahead of 2022 and 48% ahead of 2019.

Package holidays are less 'commoditised' than single element bookings, have a
lower cancellation rate and attract higher revenue per booking.

Total marketing costs at £25.9m represent 53% of adjusted revenue (H1 22:
53%). In line with strategy, offline marketing costs at £13.4m, (H1 22
£8.3m) were heavily weighted into H1 to capitalise on the peak bookings
period and build momentum into H2.

Online marketing costs were £12.5m (H1 22: £11.1m) and 26% of revenue (H1
22: 30%) during the period.

Adjusted Revenue after all marketing costs increased by 31% to £22.6m (H1 22:
£17.3m).

Operating leverage and overheads

                                H1 2023  H1 2022
 Overheads % adjusted revenue*  32%      32%
 Overheads % booked TTV*        4%       3%

*see glossary for reconciliation to nearest GAAP measure

Overheads have increased by £4.0m to £15.7m representing 32% of adjusted
revenue (H1 22: 32%) and 4% of TTV (H1 22: 3%).

The absolute increase in overheads results partly from increases in variable
costs, and in particular credit / debit card transaction costs. The balance of
the increase relates to technology costs resulting from a full cloud migration
project undertaken during the period and increased headcount in the customer
service teams.

The Group's overhead base has also been impacted by general inflationary
pressure as seen across the UK economy.

EBITDA for the period was £6.9m (H1 22: £5.6m).  Refer to the Glossary for
reconciliation to the closet GAAP measure.

Classic Collection Holidays segment performance

                                       H1 2023  H1 2022  Vs
 Bookings '000s (booked)               4.9      4.2      17%
 Bookings '000s (travelled)            3.1      1.9      63%
 Booked TTV £'m                        32.9     27.8     18%

                                       H1 2023  H1 2022  Vs
                                        £m       £m      %
 Revenue                               22.6     13.2     71%
 Gross profit                          2.4      1.2
 Gross Profit after marketing costs    1.2      0.9      33%
 Overheads                             (3.5)    (2.6)
 Depreciation and amortisation         (0.2)    (0.2)
 Amortisation of acquired intangibles  (0.5)    (0.5)

 Operating loss                        (3.0)    (2.4)
 EBITDA*                               (2.3)    (1.7)

 

 

 

 

 

 

 

 

 

 

 

*see glossary for reconciliation to nearest GAAP measure

As a principal (rather than an agent), Classic accounts for revenue on a
"travelled" basis and reports revenue on a gross basis.

The travel environment in Winter 22 was significantly improved relative to the
previous year resulting in a 71% increase in Revenue.

Gross Profit after marketing costs increased by 33% to £1.2m, as marketing
costs during the period are designed to support new bookings and costs are
incurred prior to revenue being earned when these customers travel.

Andy Freeth was appointed as CEO in November 2022 and is focused on continuing
to develop a differentiated proposition for our customers.

The brand is as strong as it has ever been with our Travel Agent partners and
has continued to have lots of success with industry awards including most
recently at the Travel Gossip Awards where the business won Favourite Luxury
Operator, Favourite Supplier Call Centre and Favourite Trade Sales Team.

 

Classic Package Holidays segment performance

 

                                     H1 2023  H1 2022  Vs
 Bookings '000s                      5.8      6.4      (8%)
 Booked TTV £'m                      13.0     13.7     (5%)

                                     H1 2023  H1 2022  Vs
                                     £'m      £'m      %
 Revenue                             2.5      2.7      (7%)
 Gross profit                        0.9      0.7      29%
 Gross Profit after marketing costs  0.4      0.3
 Overheads                           (0.8)    (0.7)
 Depreciation and amortisation       -        (0.1)
 Operating loss                      (0.4)    (0.5)
 EBITDA*                             (0.4)    (0.3)

 

 

 

 

 

 

 

 

 

*see glossary for reconciliation to nearest GAAP measure

CPH provides an online B2B platform that enables high street travel agents to
sell dynamically packaged holidays to their customers.

Revenue for the period declined by 7% to £2.5m (H1 22: £2.7m), however this
is at an improved gross margin resulting in a 29% increase in Gross Profit to
£0.9m.

As with CCH, bookings from High Street travel agents have recovered more
slowly than online, and high street footfall remains below pre-pandemic
levels.

EBITDA loss was (£0.4m), (H1 22: (£0.3m)). Operating losses were (£0.4m),
(H1 22: (£0.5m)).

 

Financing

On 7 December 2022, the Group refinanced its credit facilities with Lloyds
Bank and Natwest. This included cancelling all current facilities and entering
into a new facility for £60m expiring in December 2025.

 

The cash draw down on this facility at 31 March 2023 was £30m (31 March 2022:
nil).

 

Details of the current facility limits and maturity dates are as follows:

 

 Facilities         £m     Issued    Expiry    Cash drawn at 31 March 2023
 RCF - Lloyds Bank  £30m   Dec 2022  Dec 2025  £15m
 RCF - NatWest      £30m   Dec 2022  Dec 2025  £15m
 Total facility     £60m                       £30m

 

Share based payments

The Group has an LTIP scheme in place which vests based on performance
criteria.  In accordance with IFRS 2, the Group has recognised a non-cash
charge of £1.3m (H1 22: £3.2m).

The share-based payment charge represents a non-cash charge for the expected
cost of shares vesting under the Group's Long-Term Incentive Plan.

Taxation

The Group tax credit of £1.2m (H1 22: £1.5m) represents an effective rate of
20% (H1 22: 21%) which is higher than the standard UK rate of 19% (H1 22: 19%)
due to differences between rates applied to current and deferred tax.

During the period, a Corporation Tax rebate of £0.4m was received and no
payments on account have been made due to the loss making position of the
Group.

Cash flow

 £m                                        H1 2023   H1 2022   FY22
 (Loss)/profit before tax                  (6.0)     (7.0)     2.1
 Depreciation and amortization             7.3       6.0       12.8
 Net finance (income) / costs              (0.3)     0.5       0.5
 Share based payments                      1.3       3.2       4.7
 Movement in working capital               (80.5)    (36.8)    1.3
 Corporation tax                           0.4       0.6       0.5
 Cash generated from operating activities  (77.8)    (33.5)    21.9

 Other cash flows
 Capital expenditure net of proceeds       -         (0.6)     (1.3)
 Capitalised development expenditure       (6.8)     (4.3)     (10.6)
 Capitalised intangible assets             (0.1)     -         (0.5)
 Net finance income / (costs)              0.4       (0.5)     (0.3)
 Payment of lease liabilities              (0.6)     (0.3)     (0.7)
 RCF drawdowns                             30.0      -         -
 Total net cash flows                      (54.9)    (39.2)    8.5

 Opening cash balance                      64.5      56.0      56.0
 Closing cash at bank                      9.6       16.8      64.5
 Closing trust balance                     137.2     99.1      69.4

 

The cash flow profile of the Group is seasonal with approximately 50% of
customers travelling in the period June to August and therefore in a normal
year the cash flows (excluding any cash held in the Trust) experience a trough
prior to June and a peak following this.

 

Operating cashflows of £77.8m represents investments made by the Group in to
online and offline marketing as well as the working capital required to fund
the customer deposits scheme.

 

Customer payments made to OTB in advance of travel are deposited in the Trust
account. During the period, the Trust account balance has increased from
£69.4m to £137.2m, which will unwind as customers travel over the summer
months.

 

Dividend

The Board has not declared an interim dividend (H1 2022: nil).

 

 

Simon Cooper                   Shaun Morton

CEO
CFO

16 May 2023                       16 May 2023

 

 

 On the Beach Group Plc
 INTERIM RESULTS FOR THE 6 MONTHS ENDED 31 MARCH 2023

 CONDENSED CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME
 For the 6 months ended 31 March 2023

                                                                                                     6 months ended 31 March 2023              6 months ended 31 March 2022              Year ended 30 September 2022

                                                                                     Note            £'m                                       £'m                                       £'m
                                                                                                     unaudited                                 unaudited                                 audited

 Revenue                                                                             3,4             73.2                                      52.9                                      144.1
 Cost of sales                                                                                       (21.9)                                    (13.9)                                    (48.5)
 Gross profit                                                                                        51.3                                      39.0                                      95.6

 Administrative expenses                                                             5               (57.6)                                    (45.5)                                    (93.0)
 Group operating (loss)/profit                                                                       (6.3)                                     (6.5)                                     2.6

 Finance costs                                                                                       (0.6)                                     (0.5)                                     (0.8)
 Finance income                                                                                      0.9                                       -                                         0.3
 Net finance income/(costs)                                                                          0.3                                       (0.5)                                     (0.5)

 (Loss)/profit before taxation                                                                       (6.0)                                     (7.0)                                     2.1
 Taxation                                                                            6               1.2                                       1.5                                       (0.5)

 (Loss)/profit for the period                                                                        (4.8)                                     (5.5)                                     1.6

 Other comprehensive income:
 Net (loss)/gain on cash flow hedges                                                                 (0.8)                                     -                                         0.6
 Net gain on fair value hedges                                                                       0.5                                       -                                         -
 Total comprehensive (loss)/profit for the period                                                    (5.1)                                     (5.5)                                     2.2

 Attributable to:
 Equity holders of the parent                                                                        (5.1)                                     (5.5)                                     2.2

 Basic and diluted earnings per share attributable to the equity shareholders
 of the Company:
 Basic (loss)/profit per share                                                       7               (2.9p)                                    (3.3p)                                    0.9p
 Diluted (loss)/profit per share                                                     7               (2.9p)                                    (3.3p)                                    0.9p
 Adjusted basic (loss)/profit per share *                                            7               (0.1p)                                    0.1p                                      6.3p
 Adjusted diluted (loss)/profit per share *                                          7               (0.1p)                                    0.1p                                      6.3p

 Adjusted profit measure *
 Adjusted (loss)/profit before tax (before amortisation of acquired                  5               (0.1)                                     -                                         14.1
 intangibles, exceptional & non underlying costs and share based payments)
 *

 * This is a non GAAP measure, refer to notes.
 CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
 As at 31 March 2023

                                                                                          At 31 March 2023                             At 31 March 2022                                  At 30 September 2022
                                                                                          £'m                                          £'m                                               £'m
 Assets                                    Note                                           unaudited                                    unaudited                                         audited
 Non-current assets
 Intangible assets                         8                                              75.0                                         73.3                                              74.3
 Property, plant and equipment             9                                              8.0                                          9.5                                               9.1
 Deferred tax                                                                             4.6                                          5.1                                               3.4
 Other assets                                                                             0.3                                          -                                                 0.6
 Total non-current assets                                                                 87.9                                         87.9                                              87.4

 Current assets
 Trade and other receivables               10                                             264.7                                        224.2                                             122.4
 Derivative financial instruments          13                                             -                                            -                                                 3.2
 Corporation tax receivable                                                               -                                            0.2                                               -
 Trust account                             12                                             137.2                                        99.1                                              69.4
 Cash at bank                                                                             9.6                                          16.8                                              64.5
 Total current assets                                                                     411.5                                        340.3                                             259.5
 Total assets                                                                             499.4                                        428.2                                             346.9

 Equity
 Share capital                                                                            1.7                                          1.7                                               1.7
 Share premium                                                                            89.6                                         89.6                                              89.6
 Retained earnings                                                                        190.7                                        185.3                                             194.5
 Capital contribution reserve                                                             0.5                                          0.5                                               0.5
 Merger reserve                                                                           (129.5)                                      (129.5)                                           (129.5)
 Total equity                                                                             153.0                                        147.6                                             156.8

 Non-current liabilities
 Trade and other payables                  11                                             2.4                                          3.3                                               3.0
 Total non-current liabilities                                                            2.4                                          3.3                                               3.0

 Current liabilities
 Trade and other payables                  11                                             311.8                                        273.8                                             186.6
 Corporation tax payable                                                                  0.6                                          -                                                 0.2
 Loans and overdrafts                      13                                             30.0                                         -                                                 -
 Provisions                                11                                             0.6                                          3.1                                               0.3
 Derivative financial instruments          13                                             1.0                                          0.4                                               -
 Total current liabilities                                                                344.0                                        277.3                                             187.1

 Total liabilities                                                                        346.4                                        280.6                                             190.1
 Total equity and liabilities                                                             499.4                                        428.2                                             346.9

 Shaun Morton
 Chief Financial Officer
 16 May 2023
 On the Beach Group plc. Reg no 09736592

 

 CONSOLIDATED STATEMENT OF CASH FLOWS
 For the 6 months ended 31 March 2023

                                                            6 months ended 31 March 2023      6 months ended 31 March 2022      Year ended 30 September 2022
                                                            unaudited                         unaudited                         audited
                                                      Note  £'m                               £'m                               £'m

 (Loss)/profit before taxation                              (6.0)                             (7.0)                             2.1
 Adjustments for:
 Depreciation                                         5     1.1                               0.9                               2.0
 Amortisation of intangible assets                    5     6.2                               5.1                               10.8
 Finance costs                                              0.6                               0.5                               0.8
 Finance income                                             (0.9)                             -                                 (0.3)
 Share based payments                                       1.3                               3.2                               4.7
                                                            2.3                               2.7                               20.1
 Changes in working capital:
 (Increase)/decrease in trade and other receivables   10    (138.8)                           (129.3)                           (29.6)
 Increase/(decrease) in trade and other payables      11    126.1                             152.6                             61.3
 (Increase)/decrease in trust account                       (67.8)                            (60.1)                            (30.4)
                                                            (80.5)                            (36.8)                            1.3

 Cash flows from operating activities
 Cash generated from operating activities                   (78.2)                            (34.1)                            21.4
 Tax received/(outflow)                                     0.4                               0.6                               0.5
 Net cash (outflow)/inflow from operating activities        (77.8)                            (33.5)                            21.9

 Cash flows from investing activities
 Purchase of property, plant and equipment            9     -                                 (0.6)                             (1.3)
 Purchase of intangible assets                        8     (0.1)                             -                                 (0.5)
 Development expenditure                              8     (6.8)                             (4.3)                             (10.6)
 Interest received                                          0.9                               -                                 0.3
 Net cash outflow from investing activities                 (6.0)                             (4.9)                             (12.1)

 Cash flows from financing activities
 Proceeds from borrowings                             13    30.0                              -                                 -
 Interest paid on borrowings                                (0.5)                             (0.4)                             (0.6)
 Interest paid on lease liabilities                         -                                 (0.1)                             -
 Payment of lease liabilities                               (0.6)                             (0.3)                             (0.7)
 Net cash inflow/(outflow) from financing activities        28.9                              (0.8)                             (1.3)

 Net (decrease)/increase in cash at bank and in hand        (54.9)                            (39.2)                            8.5
 Cash at bank and in hand at beginning of period            64.5                              56.0                              56.0
 Cash at bank and in hand at end of period                  9.6                               16.8                              64.5

 

 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
 For the 6 months ended 31 March 2023

                                            Share capital  Share premium  Merger reserve  Capital contribution reserve  Retained earnings  Total
 For the 6 months ended 31 March 2023       £'m            £'m            £'m             £'m                           £'m                £'m
 Balance at 30 September 2022               1.7            89.6           (129.5)         0.5                           194.5              156.8

 Share based payment charges including tax  -              -              -               -                             1.3                1.3
 Total comprehensive loss for the period    -              -              -               -                             (5.1)              (5.1)
 Balance at 31 March 2023 (unaudited)       1.7            89.6           (129.5)         0.5                           190.7              153.0

                                            Share capital  Share premium  Merger reserve  Capital contribution reserve  Retained earnings  Total
 For the 6 months ended 31 March 2022       £'m            £'m            £'m             £'m                           £'m                £'m
 Balance at 30 September 2021               1.7            89.6           (129.5)         0.5                           187.6              149.9

 Share based payment charges                -              -              -               -                             3.2                3.2
 Total comprehensive loss for the period    -              -              -               -                             (5.5)              (5.5)
 Balance at 31 March 2022 (unaudited)       1.7            89.6           (129.5)         0.5                           185.3              147.6

                                            Share capital  Share premium  Merger reserve  Capital contribution reserve  Retained earnings  Total
 For the year ended 30 September 2022       £'m            £'m            £'m             £'m                           £'m                £'m
 Balance at 30 September 2021               1.7            89.6           (129.5)         0.5                           187.6              149.9

 Share based charge including tax           -              -              -               -                             4.7                4.7
 Total comprehensive income for the year    -              -              -               -                             2.2                2.2
 Balance at 30 September 2022               1.7            89.6           (129.5)         0.5                           194.5              156.8

 

 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
 For the 6 months ended 31 March 2023

 1     General Information
       The interim condensed consolidated financial statements of On the Beach Group
       plc and its subsidiaries (collectively, the Group) for the six months ended 31
       March 2023 were authorised for issue in accordance with a resolution of the
       directors on 16 May 2023.

On the Beach Group plc (the Company) is a public limited company, incorporated
       and domiciled in the United Kingdom, whose shares are listed on the London
       Stock Exchange. The registered office is located at Aeroworks, 5 Adair Street,
       Manchester, M1 2NQ.

 2     Significant accounting policies
 2.1   Basis of preparation
       The interim condensed consolidated financial statements for the six months
       ended 31 March 2023 have been prepared in accordance with UK adopted IAS 34
       Interim Financial Reporting. The interim condensed consolidated financial
       statements do not constitute statutory financial statements as defined in
       section 435 of the Companies Act 2006 and therefore do not include all the
       information and disclosures required in the annual financial statements, and
       should be read in conjunction with the Group's annual financial statements as
       at 30 September 2022. No audit or review opinion has been provided by a
       statutory auditor on these interim statements.

The financial information for the preceding year is based on the statutory
       financial statements for the year ended 30 September 2022. These financial
       statements, upon which the auditors issued an unqualified opinion, have been
       delivered to the Registrar of Companies. These financial statements did not
       require a statement under either section 498(2) or section 498(3) of the
       Companies Act 2006.

 2.2   Accounting policies
       The accounting policies adopted in the preparation of the interim condensed
       consolidated financial statements are consistent with those followed in the
       preparation of the Group's annual financial statements for the year ended 30
       September 2022.

 2.3   Going concern
       The Group covers its daily working capital requirements by means of cash and a
       £60m Revolving Credit Facility ("RCF") expiring December 2025. The amount
       drawn down in cash at 31 March 2023 was £30m, leaving £30m available. (31
       March 2022 £nil, 30 September 2022 £nil).

       As at 31 March 2023 cash (excluding cash held in trust which is ringfenced and
       not factored into the going concern assessment) was £9.6m (31 March 2022 cash
       of £16.8m, 30 September 2022 cash of £64.5m).

Cash received from customers for bookings that have not yet travelled is held
       in a ring fenced trust account and is not withdrawn until the customer returns
       from their holiday. Cash held in trust at 31 March 2023 was £137.2m (31 March
       2022: £99.1m, 30 September 2022: £69.4m)

       The Directors have assessed a going concern period through to September 2024
       and have modelled a number of scenarios considering factors such as airline
       and hotelier resilience, cost of living, inflation, interest rates and
       customer behaviour / demand. The Group has performed an assessment of the
       impact of climate risk, as part of the Director's assessment of the Group's
       ability to continue as a going concern. Further details of the group's
       assessment is provided within the Principal risks and uncertainties section of
       the Annual Report for the year ending 30 September 2022. The directors do not
       consider that the principal risks and uncertainties have changed since the
       publication of the Annual Report for the year ended 30 September 2022. These
       risks and how the Group seeks to mitigate these risks are set out on pages 38
       -51 of the 2022 Annual Report and Accounts. The Directors have modelled a
       reasonably possible downside scenario to sensitise the base case. In this
       scenario the Directors have assessed the impact to cash and revenue in an
       environment where bookings are 40% lower than pre-pandemic levels, although
       profitability would be affected, the Group would be able to continue
       operating.

The Directors have considered possible levels of customer default in light of
       the cost of living crisis. At the date of reporting default levels remain low.
       The Directors remain confident that the business has adequate controls and
       processes in place to recover outstanding balances from customers.

Given the assumptions above, the mitigating actions available and within the
       Group's control, the Directors remain confident that the Group continue to
       operate in an agile way adapting to any travel disruption. Therefore, it is
       considered appropriate to continue to adopt the going concern basis in
       preparing these financial statements.

 2.4   Critical accounting estimates and judgements
       In preparing these interim financial statements, management has made
       judgements, estimates and assumptions that affect the application of
       accounting policies and the reported amounts of assets and liabilities, income
       and expense. Actual results may differ from these estimates. The judgements
       and estimates applied are the same as those in the annual financial
       statements.

  a)   Critical accounting estimates
       Recoverability of airline debtor
       In relation to flights cancelled during the financial year, the Group has
       considered the recoverability of amounts paid to all airlines in lieu of
       flights which have been cancelled which as at 31 March 2023 is a receivable
       balance of £1.6m - see note 10.
       The Group has a legal right to a refund; the airline has an obligation to
       refund in the event that the flight is cancelled. Where an airline is not
       forthcoming with a refund owed the Group exercises its chargeback rights are
       as governed by the card scheme rules. The Group has a right to make a
       chargeback when: (i) the merchant (airline) was unable or unwilling to provide
       the purchased services; or (ii) the cardholder is entitled to a refund under
       the merchant's cancellation policy. Alternatively, the Group may take legal
       action if required. Where a flight has been cancelled, the Group has
       recognised a net receivable for the expected recoverable amount in accordance
       with the considerations above. Management have calculated the provision for
       airline refunds owed based on factors such as age, flight supplier and payment
       method. If the group was to increase the provision by 5 percentage points
       (ppts) this would have resulted in an increase of £0.2m in the airline
       receivable of £1.6m.
  b)   Critical accounting judgements
       Capitalised website development costs
       Determining the amounts to be capitalised involves judgement and is dependent
       upon the nature of the related development; namely whether it is capital (as
       relating to the enhancement of the website) or expenditure (as relating to the
       ongoing maintenance of the website) in nature. In order to capitalise a
       project, the key judgement management have made is in determining the
       project's ability to produce future economic benefits. The amount capitalised
       has increased as we focus on developing our apps and website to improve
       capabilities and remain competitive.

       Revenue from contracts with customers
       The Group applied the following key judgements on the agent vs principal
       status of each segment as well as the number of performance objections in
       each.

       Performance obligations
       Revenue in the OTB, International and CPH segments is recognised based on
       there being a single performance obligation at the point of booking. This is
       to arrange and facilitate the customer entering into individual contracts with
       principal suppliers providing holiday related services including flights,
       hotels and transfers. For the OTB, International and CPH segments, there is
       not a significant integration service and responsibility for providing the
       services remains with the principal suppliers.

       Under IFRS 15 for revenue in the CCH segment, a package holiday constitutes
       the delivery of one distinct performance obligation which includes flights,
       accommodation, transfers and other holiday-related services. In formulating
       this conclusion, management has determined that it provides a significant
       integration service to collate all of the elements within a customer's
       specification to produce one integrated package holiday. Management has
       further analysed the recognition profile and concluded that under IFRS 15,
       revenue and corresponding cost of sales should be recognised over the period a
       customer is on holiday.

       Agent vs Principal
       Determining whether an entity is acting as a principal or as an agent requires
       judgement and has a significant effect on the timing and amount (gross or net
       basis) of revenue by the Group. As an agent, revenue is recognised at the
       point of booking on a net basis. As a principal, revenue is recognised on a
       gross basis over the duration of the holiday.

In accordance with IFRS 15, revenue for the OTB, International and CPH
       segments is recognised as an agent on the basis that the performance
       obligation is to arrange for another entity to provide the goods or services.
       This assessment has given consideration that there is no inventory risk and
       limited discretion in establishing prices. Revenue in the CCH segment is
       recognised as a principal on the basis that CCH have the primary
       responsibility for fulfilling the package holiday for the customer.

 2.5   New standards, amendments and interpretations
       The accounting policies adopted in the preparation of the interim condensed
       consolidated financial statements are consistent with those followed in the
       preparation of the Group's annual consolidated financial statements for the
       year ended 30 September 2022. The Group has not early adopted any other
       standard, interpretation or amendment that has been issued but is not yet
       effective.

Several amendments and interpretations apply for the first time for periods
       beginning after 1 January 2022, but do not have an impact on the interim
       condensed consolidated financial statements of the Group.

 

 3   Revenue

     Set out below is the disaggregation of the Group's revenue from contracts with
     customers:

                                                           For the 6 months ended 31 March 2023
                                                           OTB           Int'l         CCH           CPH           Total
                                                           £'m           £'m           £'m           £'m           £'m
     Booked TTV*                                           445.8         3.3           32.9          13.0          495.0

     Revenue
     Revenue as agent                                      48.5          0.3           -             2.5           51.3
     Revenue as principal                                  -             -             22.6          -             22.6
     Total Revenue before exceptional items                48.5          0.3           22.6          2.5           73.9
     Fair value FX losses                                  (0.7)         -             -             -             (0.7)
     Total Revenue                                         47.8          0.3           22.6          2.5           73.2

                                                           For the 6 months ended 31 March 2022
                                                           OTB           Int'l         CCH           CPH           Total
                                                           £'m           £'m           £'m           £'m           £'m
     Booked TTV*                                           342.8         1.5           27.8          13.7          385.8

     Revenue before exceptional items
     Revenue as agent                                      36.7          0.2           -             2.8           39.7
     Revenue as principal                                  -             -             13.2          -             13.2
     Total Revenue before exceptional items                36.7          0.2           13.2          2.8           52.9
     Exceptional items**                                   0.1           -             -             (0.1)         -
     Total Revenue                                         36.8          0.2           13.2          2.7           52.9

                                                           For the year ended 30 September 2022
                                                           OTB           Int'l         CCH           CPH           Total
                                                           £'m           £'m           £'m           £'m           £'m
     Booked TTV*                                           762.7         6.7           55.6          31.1          856.1

     Revenue before exceptional items
     Revenue as agent                                      86.9          0.7           -             6.2           93.8
     Revenue as principal                                  -             -             50.5          -             50.5
     Total Revenue before exceptional items                86.9          0.7           50.5          6.2           144.3
     Exceptional items**                                   (0.6)         -             -             (0.4)         (1.0)
     Fair value FX gains                                   0.8           -             -             -             0.8
     Total Revenue                                         87.1          0.7           50.5          5.8           144.1

     *The total transaction value of holidays booked during the period, before
     cancellations and amendments.
     ** Exceptional items in the year ended 30 September 2022 relates to the impact
     of Covid-19 in the year and travel disruption arising following the removal of
     travel restrictions. Exceptional items in the period ended 31 March 2022
     relate to the impact of Covid-19.

 

 4   Segmental report

     The management team considers the reportable segments to be ''OTB'',
     "International", ''CCH'' and "CPH". All segment revenue, operating profit
     assets and liabilities are attributable to the Group from its principal
     activities.
     OTB, International and CPH recognise revenue as agent on a net basis. CCH
     recognises revenue as a principal on a gross basis.

                                                              6 months ended 31 March 2023
                                                              OTB             Int'l           CCH             CPH             Total

                                                              £'m             £'m             £'m             £'m             £'m

     Revenue before exceptional items                         48.5            0.3             22.6            2.5             73.9
     Fair value FX losses                                     (0.7)           -               -               -               (0.7)
     Revenue                                                  47.8            0.3             22.6            2.5             73.2

     EBITDA                                                   6.9             (0.1)           (2.3)           (0.4)           4.1
     Share based payments                                     (1.3)           -               -               -               (1.3)
     Exceptional costs                                        (1.1)           -               -               -               (1.1)
     Fair value FX losses                                     (0.7)                                                           (0.7)
     EBITDA after share based payments and exceptional items  3.8             (0.1)           (2.3)           (0.4)           1.0
     Depreciation and amortisation                            (6.6)           -               (0.7)           -               (7.3)
     Group operating loss                                     (2.8)           (0.1)           (3.0)           (0.4)           (6.3)

     Finance costs                                                                                                            (0.6)
     Finance income                                                                                                           0.9
     Loss before taxation                                                                                                     (6.0)

     Non-current assets
     Goodwill                                                 31.6            -               4.6             4.0             40.2
     Other intangible assets                                  28.6            -               6.1             0.1             34.8
     Property, plant and equipment                            5.4             -               2.6             -               8.0

                                                              6 months ended 31 March 2022
                                                              OTB             Int'l           CCH             CPH             Total

                                                              £'m             £'m             £'m             £'m             £'m
     Revenue
     Revenue before exceptional items                         36.7            0.2             13.2            2.8             52.9
     Exceptional cancellations*                               0.1             -               -               (0.1)           -
     Total revenue                                            36.8            0.2             13.2            2.7             52.9

     EBITDA                                                   5.6             0.1             (1.7)           (0.3)           3.7
     Share based payments                                     (3.2)           -               -               -               (3.2)
     Exceptional costs                                        (0.9)           -               -               (0.1)           (1.0)
     EBITDA after share based payments and exceptional items  1.5             0.1             (1.7)           (0.4)           (0.5)
     Depreciation and amortisation                            (5.2)           -               (0.7)           (0.1)           (6.0)
     Group operating (loss)/profit                            (3.7)           0.1             (2.4)           (0.5)           (6.5)

     Finance costs                                                                                                            (0.5)
     Finance income                                                                                                           -
     Loss before taxation                                                                                                     (7.0)

     Non-current assets
     Goodwill                                                 31.6            -               4.6             4.0             40.2
     Other intangible assets                                  25.7            0.1             7.2             0.1             33.1
     Property, plant and equipment                            6.4             -               3.1             -               9.5

                                                              Year ended 30 September 2022
                                                              OTB             Int'l           CCH             CPH             Total

                                                              £'m             £'m             £'m             £'m             £'m
     Revenue
     Revenue before exceptional items                         86.9            0.7             50.5            6.2             144.3
     Exceptional cancellations*                               (0.6)           -               -               (0.4)           (1.0)
     Fair Value FX gains                                      0.8             -               -               -               0.8
     Total Revenue                                            87.1            0.7             50.5            5.8             144.1

     EBITDA                                                   22.1            -               (0.1)           (0.1)           21.9
     Share based payments                                     (4.7)           -               -               -               (4.7)
     Exceptional items                                        (1.9)           -               (0.3)           (0.4)           (2.6)
     Fair value FX gains                                      0.8             -               -               -               0.8
     EBITDA after share based payments and exceptional items  16.3            -               (0.4)           (0.5)           15.4
     Depreciation and amortisation                            (11.1)          (0.1)           (1.4)           (0.2)           (12.8)
     Group operating profit/(loss)                            5.2             (0.1)           (1.8)           (0.7)           2.6

     Finance costs                                                                                                            (0.8)
     Finance income                                                                                                           0.3
     Loss before taxation                                                                                                     2.1

     Non-current assets
     Goodwill                                                 31.6            -               4.6             4.0             40.2
     Other intangible assets                                  27.4            -               6.6             0.1             34.1
     Property, plant and equipment                            6.3             -               2.8             -               9.1

     * Exceptional cancellations in the year ended 30 September 2022 relates to the
     impact of Covid-19 in the year and travel disruption arising following the
     removal of travel restrictions. Exceptional cancellations in the period ended
     31 March 2022 relate to the impact of Covid-19.

 

 5   Operating profit

 a)  Operating expenses
     Expenses by nature including exceptional items and impairment charges:

                                                                                     6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                                                                   unaudited                                     audited
                                                                                     £'m                                           £'m                                           £'m

     Marketing                                                                       26.5                                          19.3                                          38.7
     Depreciation                                                                    1.1                                           0.9                                           2.0
     Staff costs (including share based payments)                                    13.7                                          11.9                                          28.0
     IT hosting, licences & support                                                  3.2                                           2.1                                           4.5
     Office expenses                                                                 0.5                                           0.4                                           0.7
     Credit / debit card charges                                                     1.5                                           0.9                                           3.2
     Insurance                                                                       1.1                                           0.5                                           1.6
     Professional Services                                                           0.4                                           0.4                                           0.9
     Other                                                                           2.3                                           3.0                                           1.3
     Administrative expenses before exceptional cost and amortisation of intangible  50.3                                          39.4                                          80.9
     assets

     Exceptional costs                                                               1.1                                           1.0                                           1.3
     Amortisation of intangible assets                                               6.2                                           5.1                                           10.8
     Exceptional items and amortisation of intangible assets                         7.3                                           6.1                                           12.1
     Administrative expenses                                                         57.6                                          45.5                                          93.0

 b)  Exceptional items
     Total exceptional items in the 6 months ended 31 March 2023 of £1.1m.
     Exceptional operating costs of £1.1m include £0.6m legal and professional
     fees and £0.5m of restructuring costs.

     Exceptional operating costs in the 6 months ended 31 March 2022 consist of
     legal and professional fees of £1.0m.

     The total exceptional items in the year ended 30 September 2022 of £1.8m
     includes £2.6m due to the impact of travel disruption offset by £0.8m of
     fair value FX gains. The impact of travel disruption represents £4.7m cost of
     Covid-19 and supplier disruption to trading in the period which has been
     offset by the release of £4.6m of provisions from the previous year, and
     legal and professional fees of £2.5m incurred in the year.

 c)  Adjusted profit/(loss) before tax
     Management measures the overall performance of the Group by reference to
     Adjusted (loss)/profit before tax, a non-GAAP measure as it gives a meaningful
     year on year comparison of the Group's performance:

                                                                                     6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                     unaudited                                     unaudited                                     audited
                                                                                     £'m                                           £'m                                           £'m
     (Loss)/profit before taxation                                                   (6.0)                                         (7.0)                                         2.1
     Fair value FX losses/(gains)                                                    0.7                                           -                                             (0.8)
     Impact of exceptional cancellations *                                           -                                             -                                             2.6
     Other exceptional operating costs                                               1.1                                           1.0                                           -
     Total exceptional items                                                         1.8                                           1.0                                           1.8
     Amortisation of acquired intangibles**                                          2.8                                           2.8                                           5.5
     Share based payments charge***                                                  1.3                                           3.2                                           4.7
     Adjusted (loss)/profit before tax                                               (0.1)                                         -                                             14.1

     * These charges relate to cost of the supplier and travel disruptions from the
     travel restrictions experienced over the Covid-19 pandemic.
     **These charges relate to amortisation of brand, website technology and
     customer relationships recognised on the acquisition of subsidiaries and are
     added back as they are inherently linked to historical acquisitions of
     businesses.
     ***The share based payment charge represents the expected cost of shares
     vesting under the Group's Long Term Incentive Plan. The share based payment
     charge has decreased to £1.3m (HY22: £3.2m). The charge in HY22 included a
     £1.9m catch up charge following the Remuneration Committee approving the
     introduction of an underpin/minimum award on 21 December 2021.

 

 6   Taxation
                                                                                     6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                     unaudited                                     unaudited                                     audited
                                                                                     £m                                            £m                                            £m

     Current tax on loss for the period                                              -                                             -                                             0.4
     Adjustments in respect of prior period                                          -                                             -                                             -
     Total current tax                                                               -                                             -                                             0.4

     Deferred tax on losses for the period
     Origination and reversal of temporary differences                               (1.2)                                         (1.5)                                         0.3
     Adjustments in respect of prior period                                          -                                             -                                             (0.2)
     Total deferred tax                                                              (1.2)                                         (1.5)                                         0.1
     Total tax (credit)/charge                                                       (1.2)                                         (1.5)                                         0.5

     The differences between the total taxation shown above and the amount
     calculated by applying the standard UK corporation taxation rate to the profit
     before taxation on continuing operating are as follows.

                                                                                     6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                     unaudited                                     unaudited                                     audited
                                                                                     £m                                            £m                                            £m

     (Loss)/profit on ordinary activities before tax                                 (6.0)                                         (7.0)                                         2.1

     (Loss)/profit on ordinary activities multiplied by the rate of corporation tax  (1.1)                                         (1.3)                                         0.4
     in the UK of 19% (2022: 19%)

     Effects of:
     Impact of difference in current and deferred tax rates                          (0.1)                                         (0.2)                                         (0.5)
     Adjustments in respect of prior years                                           -                                             -                                             (0.2)
     Expenses not deductible                                                         -                                             -                                             0.8
     Total taxation (credit)/charge                                                  (1.2)                                         (1.5)                                         0.5

     The tax charge for the year is based on the effective rate of UK corporation
     tax for the period of 20% (2022: 21%). An increase in the UK corporation rate
     from 19% to 25% (effective 1 April 2023) was substantively enacted on 24 May
     2021. The deferred tax assets and liabilities have been calculated based on
     these rates.
     Deferred tax assets are recognised for tax losses carried forward only to the
     extent that realisation of the related tax benefit is probable, deferred tax
     assets are reviewed at each reporting date to assess the probability that
     sufficient taxable profit will be available to allow all or part of deferred
     tax asset to be utilised. All available evidence was considered including
     approved budgets, forecasts and analysis of historical operating results.
     These forecasts are consistent with those prepared and used internally for
     business planning and impairment purposes. The Group determined that there
     would be sufficient taxable income generated to realise the benefit of the
     deferred tax assets and no reasonably possible change to key assumptions would
     result in a material reduction in forecast headroom of tax profits.

 

 7   Earnings per share
     Basic earnings per share are calculated by dividing the profit attributable to
     equity holders of On the Beach Group plc by the weighted average number of
     ordinary shares issued during the year.
     Adjusted earnings per share figures are calculated by dividing adjusted
     earnings after tax for the year by the weighted average number of shares.

                                                                                 6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                 unaudited                                     unaudited                                     audited
     Basic EPS
     (Loss)/profit after tax for the period (£'m)                                (4.8)                                         (5.5)                                         1.6
     Basic weighted average number of Ordinary Shares (m)                        166.4                                         165.7                                         165.9
     Earnings per share (in pence per share)                                     (2.9p)                                        (3.3p)                                        0.9p

     Diluted EPS
     (Loss)/profit after tax for the period (£'m)                                (4.8)                                         (5.5)                                         1.6
     Weighted average number of Ordinary Shares (m)                              166.4                                         165.7                                         166.7
     Earnings per share (in pence per share)                                     (2.9p)                                        (3.3p)                                        0.9p

     There was no difference in the weighted average number of shares used for the
     calculation of basic and diluted loss per share as the effect of all
     potentially dilutive shares outstanding was anti-dilutive.

                                                                                 6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                 unaudited                                     unaudited                                     audited
     Adjusted basic (loss)/earnings per share
     Adjusted (loss)/earnings after tax (£'m)                                    (0.1)                                         0.1                                           10.5
     Weighted average number of Ordinary Shares (m)                              166.4                                         165.7                                         165.9
     Earnings per share (in pence per share)                                     (0.1p)                                        0.1p                                          6.3p

     Adjusted diluted (loss)/earnings per share
     Adjusted (loss)/earnings after tax (£'m)                                    (0.1)                                         0.1                                           10.5
     Weighted average number of Ordinary Shares (m)                              166.4                                         166.5                                         166.7
     Earnings per share (in pence per share)                                     (0.1p)                                        0.1p                                          6.3p

     Adjusted (loss)/earnings after tax is calculated using the tax rate of 20% (31
     March 22: 19%, 30 September 22: 25%) on the basis that this is the Group's
     effective tax rate:

                                                                                 6 months ended 31 March 2023                  6 months ended 31 March 2022                  Year ended 30 September 2022
                                                                                 unaudited                                     unaudited                                     audited
                                                                                 £'m                                           £'m                                           £'m

     (Loss)/profit for the year after taxation                                   (4.8)                                         (5.5)                                         1.6
     Adjustments net of tax of 20% (31 March 2022: 19%, 30 September 2022: 25%)
     Impact of exceptional cancellations                                         -                                             -                                             1.9
     Fair value FX losses/(gains)                                                0.6                                           -                                             (0.6)
     Other exceptional costs                                                     0.9                                           0.8                                           -
     Amortisation of acquired intangibles                                        2.2                                           2.2                                           4.1
     Share based payment charges*                                                1.0                                           2.6                                           3.5
     Adjusted (loss)/earnings after tax                                          (0.1)                                         0.1                                           10.5

     * The share based payment charges are in relation to options which are not yet
     exercisable.

 

 8   Intangible assets

                                     Brand            Goodwill                     Website & development Costs      Website technology      Customer relationships      Agent relationships      Total
                                     £'m              £'m                          £'m                              £'m                     £'m                         £'m                      £'m
     Cost
     At 1 October 2022               35.9             40.2                         31.2                             22.8                    2.1                         4.4                      136.6
     Additions                       -                -                            6.9                              -                       -                           -                        6.9
     At 31 March 2023                35.9             40.2                         38.1                             22.8                    2.1                         4.4                      143.5

     Accumulated amortisation
     At 1 October 2022               19.9             -                            18.6                             20.8                    1.7                         1.3                      62.3
     Charge for the year             1.2              -                            3.5                              1.2                     0.2                         0.1                      6.2
     At 31 March 2023                21.1             -                            22.1                             22.0                    1.9                         1.4                      68.5

     Net book amount
     At 31 March 2023 (unaudited)    14.8             40.2                         16.0                             0.8                     0.2                         3.0                      75.0

                                     Brand            Goodwill                     Website & development Costs      Website technology      Customer relationships      Agent relationships      Total
                                     £'m              £'m                          £'m                              £'m                     £'m                         £'m                      £'m
     Cost
     At 1 October 2021               35.9             40.2                         20.2                             22.8                    2.1                         4.4                      125.6
     Additions                       -                -                            4.3                              -                       -                           -                        4.3
     At 31 March 2022                35.9             40.2                         24.5                             22.8                    2.1                         4.4                      129.9

     Accumulated amortisation
     At 1 October 2021               17.5             -                            13.3                             18.4                    1.3                         1.0                      51.5
     Charge for the year             1.2              -                            2.4                              1.2                     0.2                         0.1                      5.1
     At 31 March 2022                18.7             -                            15.7                             19.6                    1.5                         1.1                      56.6

     Net book amount
     At 31 March 2022 (unaudited)    17.2             40.2                         8.8                              3.2                     0.6                         3.3                      73.3

                                     Brand            Goodwill                     Website & development Costs      Website technology      Customer relationships      Agent relationships      Total
                                     £'m              £'m                          £'m                              £'m                     £'m                         £'m                      £'m
     Cost
     At 1 October 2021               35.9             40.2                         20.2                             22.8                    2.1                         4.4                      125.6
     Additions                       -                -                            11.0                             -                       -                           -                        11.0
     At 30 September 2022            35.9             40.2                         31.2                             22.8                    2.1                         4.4                      136.6

     Accumulated amortisation
     At 1 October 2021               17.5             -                            13.3                             18.4                    1.3                         1.0                      51.5
     Charge for the year             2.4              -                            5.3                              2.4                     0.4                         0.3                      10.8
     At 30 September 2022            19.9             -                            18.6                             20.8                    1.7                         1.3                      62.3

     Net book amount
     At 30 September 2022 (audited)  16.0             40.2                         12.6                             2.0                     0.4                         3.1                      74.3

     The Group capitalise development projects where they satisfy the requirements
     for capitalisation in accordance with the accounting standard and expense
     projects that relate to the operations and ongoing maintenance.

     Brand
     The brand intangibles assets consist of three brands which were separately
     identified as intangibles on the acquisition of the respective businesses. The
     carrying amount of the brand intangible assets:
     Brand                           Remaining amortisation period     Acquisition                                              At 31 March 2023          At 31 March 2022          At 30 September 2022
                                                                                                                                unaudited                 unaudited                 audited
                                                                                                                                £'m                       £'m                       £'m
     On the Beach                     4 years                          On the Beach Travel Limited                              11.2                      13.1                      12.1
     Sunshine.co.uk                   4 years                          Sunshine.co.uk Limited                                   0.6                       0.7                       0.7
     Classic Collection               5 years                          Classic Collection Limited                               3.0                       3.4                       3.2
                                                                                                                                14.8                      17.2                      16.0

 

 9   Tangible assets
                                                 Freehold property  Right-of-use asset  Fixtures, fittings and equipment                  Total
     Cost                                        £'m                £'m                 £'m                                               £'m
     At 1 October 2022                           2.3                5.1                 7.4                                               14.8
     Additions                                   -                  -                   -                                                 -
     At 31 March 2023                            2.3                5.1                 7.4                                               14.8

     Accumulated Depreciation                    £'m                £'m                 £'m                                               £'m
     At 1 October 2022                           0.2                1.7                 3.8                                               5.7
     Charge for the Year                         -                  0.4                 0.7                                               1.1
     At 31 March 2023                            0.2                2.1                 4.5                                               6.8

     Net book amount
     At 31 March 2023 (unaudited)                2.1                3.0                 2.9                                               8.0

                                                 Freehold property  Right-of-use asset  Fixtures, fittings and equipment                  Total
     Cost                                        £'m                £'m                 £'m                                               £'m
     At 1 October 2021                           2.3                3.6                 7.1                                               13.0
     Additions                                   -                  1.5                 0.6                                               2.1
     At 31 March 2022                            2.3                5.1                 7.7                                               15.1

     Accumulated Depreciation                    £'m                £'m                 £'m                                               £'m
     At 1 October 2021                           0.1                1.1                 3.5                                               4.7
     Charge for the Year                         -                  -                   0.9                                               0.9
     At 31 March 2022                            0.1                1.1                 4.4                                               5.6

     Net book amount
     At 31 March 2022 (unaudited)                2.2                4.0                 3.3                                               9.5

                                                 Freehold property  Right-of-use asset  Fixtures, fittings and equipment                  Total
     Cost                                        £'m                £'m                 £'m                                               £'m
     At 1 October 2021                           2.3                3.6                 7.1                                               13.0
     Additions                                   -                  1.5                 1.3                                               2.8
     Disposals                                   -                  -                   (1.0)                                             (1.0)
     At 30 September 2022                        2.3                5.1                 7.4                                               14.8

     Accumulated Depreciation                    £'m                £'m                 £'m                                               £'m
     At 1 October 2021                           0.1                1.1                 3.5                                               4.7
     Charge for the Year                         0.1                0.6                 1.3                                               2.0
     Disposals                                                      -                   (1.0)                                             (1.0)
     At 30 September 2022                        0.2                1.7                 3.8                                               5.7

     Net book amount
     At 30 September 2022 (audited)              2.3                2.5                 3.6                                               9.1

 10  Trade and other receivables

                                                                    At 31 March 2023    At 31 March 2022                                  At 30 September 2022
                                                                    unaudited           unaudited                                         audited
     Amounts falling due within one year:                           £'m                 £'m                                               £'m

     Trade receivables - net                                        225.9               200.8                                             100.8
     Other receivables and prepayments                              38.8                23.4                                              21.6
     Total trade and other receivables                              264.7               224.2                                             122.4

     For the 6 months ending 31 March 2023, other receivables includes £1.6m
     receivable in respect of amounts due from airlines as a result of exceptional
     supplier cancellations. Other receivables and prepayments includes £19.8m of
     advanced payments to suppliers and £4.3m receivable in relation to value
     added tax.

     For the 6 months ending 31 March 2022, other receivables includes £1.4m
     receivable in respect of amounts due from airlines as a result of exceptional
     COVID-19 cancellations. Other receivables and prepayments includes £10.7m of
     advanced payments to suppliers.

     For the year ended 30 September 2022 , other receivables includes £2.8m
     receivable in respect of amounts due from airlines as a result of exceptional
     Covid-19 cancellations. Other receivables and prepayments includes £5.3m of
     advanced payments to suppliers, £3.9m of rebates due from suppliers and
     £2.2m receivable in relation to value added tax. The expected credit losses
     in respect to these balances is not material. Prepayments greater than one
     year are £0.6m.

 11  Trade, other payables and provisions

                                                                    At 31 March 2023    At 31 March 2022                                  At 30 September 2022
                                                                    unaudited           unaudited                                         audited
                                                                    £'m                 £'m                                               £'m
     Non-current liabilities
     Lease liabilities                                              2.4                 3.3                                               3.0

     Current liabilities
     Trade payables                                                 277.8               242.7                                             158.3
     Accruals                                                       33.0                30.2                                              27.4
     Lease liabilities                                              1.0                 0.9                                               0.9

     Provisions                                                     0.6                 3.1                                               0.3
     Total trade, other payables and provisions                     314.8               280.2                                             189.9

     Trade payables
     For the 6 months ended 31 March 2023, trade payables includes £0.1m in
     respect of refunds owed to customers (6 months ended 31 March 2022: £0.3m;
     year ended 30 September 2022: £0.2m), with the related receivable from the
     airlines recognised in trade receivables. Where the refunds are not received
     from the airline the Group has a legally enforceable right to offset the
     recognised amounts. The Group has presented the figures gross due to no option
     to settle on a net basis or realise the asset and settle the liability
     simultaneously.

     Provisions
     For the period ended 31 March 2023 a provision of £0.6m has been recognised
     in respect of expected future cancellations for supplier and customer
     cancellations on the forward order book for future departures. The Group
     expect this provision to be utilised over the next year. The provision is
     based on pre-pandemic trends and best estimate of future expectation, there is
     inherent uncertainty in terms of the level and timing of future cancellations
     which will depend on various factors including potential further supplier
     disruption.

     For the 6 months ended 31 March 2022, the £3.1m provision consists of £2.8m
     refund liability in respect of expected future cancellations in relation to
     Covid 19 pandemic and £0.3m recognised for specific suppliers.

     For the year ended 30 September 2022 a provision of £0.3m has been recognised
     in respect of expected future cancellations for supplier and customer
     cancellations on the forward order book for future departures. The Group
     expect this provision to be utilised over the next year. The provision is
     based on pre-pandemic trends and best estimate of future expectation, there is
     inherent uncertainty in terms of the level and timing of future cancellations
     which will depend on various factors including potential further supplier
     disruption.

 

 12  Trust Account

     Trust accounts are restricted cash held separately and only accessible once
     the Trust rules are met as approved by the Trustees and the Civil Aviation
     Authority, this is at the point the customer has travelled or the booking is
     cancelled and refunded.

 

 13  Financial instruments
     At the balance sheet date the Group held the following:
                                                                                     FV Level                At 31 March 2023              At 31 March 2022              At 30 September 2022
     Financial assets                                                                                        £'m                           £'m                           £'m
     Derivative financial assets designated as hedging instruments
     Forward exchange contracts                                                      2                       -                             -                             3.2
     Financial assets at amortised cost
     Trade and other receivables                                                     1                       244.9                         213.5                         116.9
     Trust account                                                                   1                       137.2                         99.1                          69.4
     Cash at bank                                                                    1                       9.6                           16.8                          64.5
      Total financial assets                                                                                 391.7                         340.1                         254.0

     Financial liabilities
     Derivatives designated as hedging instruments
     Forward exchange contracts                                                      2                       (1.0)                         (0.4)                         -
     Financial liabilities at amortised cost
     Trade and other payables                                                        1                       (314.2)                       (277.2)                       (189.6)
     Provisions                                                                      1                       (0.6)                         (3.1)                         (0.3)
     Revolving credit facility                                                       1                       (30.0)                        -                             -
      Total financial liabilities                                                                            (345.8)                       (280.7)                       (189.9)

     a) Measurement of fair values
     The table below analyses financial instruments carried at fair value, by
     valuation method. The different levels have been defined as follows:
     (i)                  Level 1: quoted prices (unadjusted) in
     active markets for identical assets or liabilities
     (ii)                 Level 2: inputs other than quoted prices
     included within Level 1 that are observable for the asset or liability, either
     directly (i.e., as prices) or indirectly (i.e., derived from prices)
     (iii)                 Level 3: inputs for the asset or
     liability that are not based on observable market data (unobservable inputs)

                                                                                                             At 31 March 2023              At 31 March 2022              At 30 September 2022
                                                                                                             £'m                           £'m                           £'m
     Forward Contracts                                                                                       (1.0)                         (0.4)                         3.2

     The forward contracts have been fair valued at 31 March 2023 with reference to
     forward exchange rates that are quoted in an active market, with the resulting
     value discounted back to present value.

     b) Financial risk management
     The Group's principal financial liabilities, other than derivatives, comprise
     revolving credit facility, provisions and trade and other payables. The main
     purpose of these financial liabilities is to finance the Group's operations.
     The Group's principal financial assets include trade receivables, and cash at
     bank that derive directly from its operations.

     In the course of its business the Group is exposed to market risk (including
     foreign exchange risk and interest rate risk), credit risk, liquidity risk and
     technology risk. The Group's overall risk management strategy is to minimise
     potential adverse effects on the financial performance and net assets of the
     Group. These policies are set and reviewed by senior finance management and
     all significant financing transactions are authorised by the Board of
     Directors.

     The Group's key financial market risks are in relation to foreign currency
     rates. The majority of the Group's purchases are sourced from outside the
     United Kingdom and as such the Group is exposed to the fluctuation in exchange
     rates (currencies are principally Sterling, US Dollar, Euro and Swedish
     Krona). The Group places forward cover on the foreign currency exposure of its
     purchases.

     Derivatives are valued using present value calculations. The valuation methods
     incorporate various inputs including the foreign exchange spot and forward
     rates, yield curves of the respective currencies and currency basis spreads
     between the respective currencies.

     Revolving credit facility
     On 7 December 2022, the Group refinanced its credit facilities with Lloyds and
     NatWest. This included cancelling its previous facilities of £75m with Lloyds
     Bank and entering into a new facility for £60m expiring in December 2025. The
     purpose of the facility is to meet the day to day working capital requirements
     of the Group. At the point of refinancing there was nothing drawn down.

     The total facility is £60m and has two elements as follows:
     ·      £30m facility with Lloyds
     ·    £30m facility with Natwest

     The interest rate payable is equal to SONIA plus a margin. The margin
     contained within the facility is dependent on net leverage ratio and the rate
     per annum ranges from 2.00% to 2.75% for the facility or any unpaid sum.

     The terms of the facility prior to 7 December 2022 included the following key
     financial covenants:
     (i)    that the ratio of adjusted EBITDA to net finance charges in respect
     of any relevant period shall not be less than 5:1;
     (ii)   that the ratio of total net debt to adjusted EBITDA shall not exceed
     2:1

     The terms of the new facility following 7 December 2022 include the following
     covenants:
     (i) the ratio of adjusted EBITDA to net finance charges in respect of any
     relevant period shall not be less than 5:1; and
     (ii) the ratio of total net debt to adjusted EBITDA shall not exceed 2.5:1.

     The Group did not breach the covenants during the period.
     The RCF is available for other credit uses including currency hedging
     liabilities and corporate credit cards. At 31 March 2023, the liabilities
     recognised in trade and other payables for the other credit uses was £30.0m,
     leaving £30.0m of the Lloyds/Natwest facility available for use. Card
     facilities with other providers remain available for use. The amount drawn
     down in cash at 31 March 2023 was £30m (At March 2022 £nil, and September
     2022 £nil).

 

 14  Related party transactions

     No related party transactions have been entered into during the period.

 

 PRINCIPAL RISKS AND UNCERTAINTIES
 There are a number of potential risks and uncertainties which could have a
 material impact on the Company's performance over the remaining six months of
 the financial year and could cause actual results to differ materially from
 expected and historical results.

The directors do not consider that the principal risks and uncertainties have
 changed in any material respect since the publication of the Annual Report for
 the year ended 30 September 2022. These risks and how the Company seeks to
 mitigate these risks are set out on pages 38 -51 of the 2022 Annual Report and
 Accounts which can be found at www.onthebeachgroupplc.com.

 STATEMENT OF DIRECTORS' RESPONSIBILITIES
 The Directors are responsible for preparing the interim report in accordance
 with applicable law and regulations. The Directors confirm that the condensed
 consolidated interim financial information has been prepared in accordance
 with International Accounting Standard 34 ('Interim Financial Reporting') as
 adopted by the European Union.
 The interim management report includes a fair review of the information
 required by the Disclosure and Transparency Rules paragraphs 4.2.7 R and 4.2.8
 R, namely:
 ·      an indication of important events that have occurred during the
 six months ended 31 March 2023 and their impact on the condensed set of
 financial information, and a description of the principal risks and
 uncertainties for the remaining six months of the financial year; and
 ·      material related-party transactions during the six months ended
 31 March 2023 and any material changes in the related-party transactions
 described in the Annual report and Accounts 2022. The Directors of the Company
 are listed in the Annual Report and Accounts 2022.
 A list of current Directors is also maintained on the Company's website:
 (http://onthebeachgroupplc.com/) (http://onthebeachgroupplc.com/)
 http://onthebeachgroupplc.com.  (http://onthebeachgroupplc.com/)
 The interim report was approved by the Board of Directors and authorised for
 issue on 16 May 2023 and signed on its behalf by:

 Shaun Morton - CFO
 16 May 2023

 

 

 

 

 GLOSSARY
 APM                                         Definition                                                                       Reconciliation to closest GAAP measure

  EBITDA                                     EBITDA is based on Group operating (loss)/profit before depreciation,            EBITDA (£'m)                                           6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             amortisation, impact of exceptional items and the non-cash cost of the share
                                             based payment schemes.

Exceptional items in the 6 months ended 31 March 2023 include legal and
                                             professional fees, fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19. These costs / income are excluded by virtue of their size and in
                                             order to reflect management's view of the performance of the Segment.
                                             Group operating (loss)/profit                                                                                                           (6.3)                         (6.5)                         2.6
                                             Depreciation and amortisation                                                                                                           4.5                           3.2                           7.3
                                             Amortisation of acquired intangibles                                                                                                    2.8                           2.8                           5.5
                                             EBITDA after share based payments and exceptional items                                                                                 1.0                           (0.5)                         15.4
                                             Exceptional items                                                                                                                       1.8                           1.0                           1.8
                                             Share based payments                                                                                                                    1.3                           3.2                           4.7
                                             Group EBITDA                                                                                                                            4.1                           3.7                           21.9

 Adjusted EPS                                Adjusted basic EPS is calculated on the weighted average number of ordinary      Adjusted loss after tax (£'m)                          6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             shares in issue, using the adjusted profit after tax.

Adjusted earnings after tax is based on (loss)/profit after tax adjusted for
                                             amortisation of acquired intangibles, share-based payments and exceptional
                                             items.

Amortisation of acquired intangibles are linked to the historical acquisitions
                                             of businesses.

Share-based payments represents the non-cash costs which fluctuates year on
                                             year.

Exceptional items in the 6 months ended 31 March 2023 include legal and
                                             professional fees, fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19.

These costs / income are excluded by virtue of their size and in order to
                                             reflect management's view of the performance of the Group and allow
                                             comparability to prior years.
                                             (Loss)/profit for the period                                                                                                            (4.8)                         (5.5)                         1.6
                                             Share based payments (net of tax)                                                                                                       1.0                           2.6                           3.5
                                             Impact of exceptional items (net of tax)                                                                                                1.5                           0.8                           1.3
                                             Amortisation of acquired intangibles (net of tax)                                                                                       2.2                           2.2                           4.1
                                             Adjusted (loss)/profit after tax                                                                                                        (0.1)                         0.1                           10.5
                                                                                                                              Basic weighted average number of Ordinary Shares (m)   166.4                         165.7                         165.9
                                                                                                                              Adjusted EPS (p)                                       (0.1)                         0.1                           6.3

 Adjusted (loss)/profit before tax           Adjusted (loss)/profit before tax is based on loss before tax adjusted for       Adjusted loss before tax (£'m)                         6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             amortisation of acquired intangibles, share based payments and exceptional
                                             items.

Amortisation of acquired intangibles are linked to the historical acquisitions
                                             of businesses.

Share based payments represents the non-cash costs which fluctuates year on
                                             year.

Exceptional items in the 6 months ended 31 March 2023 include legal and
                                             professional fees, fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19.

These costs / income are excluded by virtue of their size and in order to
                                             reflect management's view of the performance of the Segment and allow
                                             comparability to prior years.
                                             (Loss)/profit before tax                                                                                                                (6.0)                         (7.0)                         2.1
                                             Amortisation of acquired intangibles                                                                                                    2.8                           2.8                           5.5
                                             Share based payments                                                                                                                    1.3                           3.2                           4.7
                                             Exceptional items                                                                                                                       1.8                           1.0                           1.8
                                             Adjusted loss before tax                                                                                                                (0.1)                         -                             14.1

 CCH booked TTV                              CCH booked TTV is a non-GAAP measure representing the cumulative total           CCH booked TTV (£'m)                                   6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             transaction value of sales booked each month before cancellations and
                                             adjustments.

* As a principal revenue is recognised on a travelled basis.
                                                                                                                              CCH revenue                                            22.6                          13.2                          50.5
                                                                                                                              Amendments                                             0.5                           1.6                           10.2
                                                                                                                              Booked in previous year and travelled in year*         (14.7)                        (7.8)                         (13.7)
                                                                                                                              Bookings made but not yet travelled*                   24.5                          20.8                          8.6
                                                                                                                              CCH TTV                                                32.9                          27.8                          55.6

 CCH EBITDA                                  CCH EBITDA is based on CCH operating loss before depreciation and                CCH EBITDA (£'m)                                       6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             amortisation.
                                             CCH operating loss                                                                                                                      (3.0)                         (2.4)                         (1.8)
                                             Depreciation and amortisation                                                                                                           0.7                           0.7                           1.4
                                             CCH EBITDA                                                                                                                              (2.3)                         (1.7)                         (0.4)

 CCH gross profit after marketing costs      CCH gross profit after marketing cost is gross profit after "CCH" online and     CCH gross profit after marketing cost (£'m)            6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             offline marketing costs.
                                             CCH gross profit                                                                                                                        2.4                           1.2                           5.8
                                                                                                                              CCH marketing                                          (1.2)                         (0.3)                         (1.0)
                                                                                                                              CCH gross profit after marketing costs                 1.2                           0.9                           4.8

 CPH gross profit after marketing costs      CPH gross profit after marketing cost is gross profit after "CPH" online and     Adjusted CPH gross profit after marketing cost (£'m)   6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             offline marketing costs.
                                             CPH gross profit                                                                                                                        0.9                           0.7                           2.0
                                                                                                                              Total CPH marketing                                    (0.5)                         (0.4)                         (1.0)
                                                                                                                              Adjusted CPH gross profit after marketing costs        0.4                           0.3                           1.0

 CPH booked TTV                              CPH booked TTV is a non-GAAP measure representing the cumulative total           CPH booked TTV (£'m)                                   6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             transaction value of sales booked each month before cancellations and
                                             adjustments.

* Costs relate to the gross costs for bookings made on an agent basis.
                                                                                                                              CPH revenue                                            2.5                           2.7                           5.8
                                                                                                                              Costs* and amendments                                  10.5                          11.0                          25.3
                                                                                                                              CPH booked TTV                                         13.0                          13.7                          31.1

 CPH EBITDA                                  CPH EBITDA is based on CPH operating loss before depreciation, amortisation      Adjusted CPH EBITDA (£'m)                              6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             and the impact of exceptional items.

These costs / income are excluded by virtue of their size and in order to
                                             reflect management's view of the performance of the Segment.
                                             CPH operating loss                                                                                                                      (0.4)                         (0.5)                         (0.7)
                                             Depreciation and amortisation                                                                                                           -                             0.1                           0.2
                                             CPH EBITDA                                                                                                                              (0.4)                         (0.4)                         (0.5)

 Exceptional items                           Exceptional items in the 6 months ended 31 March 2023 include legal and          Exceptional items (£'m)                                6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             professional fees Fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19.

These costs / income are excluded from various performance measures by virtue
                                             of their size and in order to better reflect management's view of the
                                             performance of the Group.
                                             Fair value FX losses/(gains)                                                                                                            0.7                           -                             (0.8)
                                             Impact of Covid-19 and travel disruptions                                                                                               -                             -                             2.6
                                             Other exceptional costs                                                                                                                 1.1                           1.0                           -
                                             Exceptional items                                                                                                                       1.8                           1.0                           1.8

 Group booked TTV                            Group booked TTV is a non-GAAP measure representing the cumulative total         Group booked TTV (£'m)                                 6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             transaction value of sales booked each month before cancellations and
                                             adjustments.

* Bookings where revenue has been recognised on a travelled basis as a
                                             principal.

** Costs relate to the gross costs for bookings made on an agent basis.
                                                                                                                              Group revenue                                          73.2                          52.9                          144.1
                                                                                                                              Costs** and amendments                                  412.0                        319.9                         717.1
                                                                                                                              Booked in previous year and travelled in year*          (14.7)                       (7.8)                         (13.7)
                                                                                                                              Bookings made but not yet travelled*                    24.5                         20.8                          8.6
                                                                                                                              Group booked TTV                                       495.0                         385.8                         856.1

 Gross Profit after Marketing                Group gross profit after marketing cost is gross profit before exceptional       Group gross profit after marketing cost (£'m)          6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             items less Group online and offline marketing costs.
                                             Group gross profit                                                                                                                      51.3                          39.0                          95.6
                                                                                                                              Fair value FX losses/(gains)                           0.7                           -                             (0.8)
                                                                                                                              Impact of Covid-19 and travel disruptions              -                             -                             1.3
                                                                                                                              Group adjusted gross profit                            52.0                          39.0                          96.1
                                                                                                                              Group online marketing costs                           (14.4)                        (11.8)                        (28.8)
                                                                                                                              Group offline marketing costs                          (13.4)                        (8.4)                         (12.4)
                                                                                                                              Total Group marketing                                  (27.8)                        (20.2)                        (41.2)
                                                                                                                              Group gross profit after marketing costs               24.2                          18.8                          54.9

 OTB EBITDA                                  OTB EBITDA is based on OTB operating (loss)/profit before depreciation,          OTB EBITDA (£'m)                                       6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             amortisation, impact of exceptional items and the non-cash cost of the share
                                             based payment schemes.

Exceptional items in the 6 months ended 31 March 2023 include legal and
                                             professional fees Fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19. These costs / income are excluded by virtue of their size and in
                                             order to reflect management's view of the performance of the Segment.
                                             OTB operating (loss)/profit                                                                                                             (2.8)                         (3.7)                         5.2
                                             Depreciation and amortisation                                                                                                           4.3                           2.9                           6.7
                                             Amortisation of acquired intangibles                                                                                                    2.3                           2.3                           4.4
                                             OTB EBITDA after share based payments and exceptional items                                                                             3.8                           1.5                           16.3
                                             Exceptional items                                                                                                                       1.8                           0.9                           1.1
                                             Share based payments                                                                                                                    1.3                           3.2                           4.7
                                             OTB EBITDA                                                                                                                              6.9                           5.6                           22.1

 OTB adjusted revenue after marketing costs  OTB adjusted revenue after marketing cost is revenue after "OTB" online and      Adjusted OTB revenue after marketing cost (£'m)        6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             offline marketing costs.
                                             OTB revenue                                                                                                                             47.8                          36.8                          87.1
                                                                                                                              Fair value FX losses/(gains)                           0.7                           -                             (0.8)
                                                                                                                              Impact of Covid-19 and travel disruptions              -                             (0.1)                         0.6
                                                                                                                              Adjusted OTB revenue                                   48.5                          36.7                          86.9
                                                                                                                              OTB online marketing costs                             (12.5)                        (11.1)                        (11.9)
                                                                                                                              OTB offline marketing costs                            (13.4)                        (8.3)                         (27.0)
                                                                                                                              Total OTB marketing                                    (25.9)                        (19.4)                        (38.9)
                                                                                                                              Adjusted OTB revenue after marketing costs             22.6                          17.3                          48.0
                                                                                                                              Marketing costs as % of adjusted revenue               53%                           53%                           45%

 OTB booked TTV                              OTB booked TTV is a non-GAAP measure representing the cumulative total           OTB booked TTV (£'m)                                   6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             transaction value of sales booked each month before cancellations and
                                             adjustments * Costs relate to the gross costs for bookings made on an agent
                                             basis
                                                                                                                              OTB revenue                                            47.8                          36.8                          87.1
                                                                                                                              Costs* and amendments                                  398.0                         306.0                         675.6
                                                                                                                              OTB booked TTV                                         445.8                         342.8                         762.7

 OTB exceptional items                       OTB exceptional items in the 6 months ended 31 March 2023 include legal and      OTB exceptional items (£'m)                            6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             professional fees, fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19.

These costs / income are excluded from various performance measures by virtue
                                             of their size and in order to better reflect management's view of the
                                             performance of the Group.
                                             Fair value FX losses/(gains)                                                                                                            0.7                           -                             (0.8)
                                             Impact of Covid-19 and travel disruptions                                                                                               -                             -                             1.9
                                             Other exceptional costs                                                                                                                 1.1                           0.9                           -
                                             OTB exceptional items                                                                                                                   1.8                           0.9                           1.1

 OTB adjusted operating profit               Adjusted OTB Operating profit is based on OTB operating (loss)/profit before     Adjusted OTB operating profit (£'m)                    6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             the impact of exceptional items, amortisation of acquired intangibles and the
                                             non-cash cost of the share based payment schemes.

Exceptional items in the 6 months ended 31 March 2023 include legal and
                                             professional fees Fair value FX losses and restructuring costs.

Exceptional items in the year ended 30 September 2022 relates to the impact of
                                             Covid-19 in the year and travel disruption arising following the removal of
                                             travel restrictions.

Exceptional items in the period ended 31 March 2022 relate to the impact of
                                             Covid-19.

These costs / income are excluded by virtue of their size and in order to
                                             reflect management's view of the performance of the Segment.
                                             OTB operating (loss)/profit                                                                                                             (2.8)                         (3.7)                         5.2
                                             Exceptional items                                                                                                                       1.8                           0.9                           1.1
                                             Share based payments                                                                                                                    1.3                           3.2                           4.7
                                             Amortisation of acquired intangibles                                                                                                    2.3                           2.3                           4.4
                                             Adjusted OTB operating Profit                                                                                                           2.6                           2.7                           15.4

 Overheads % revenue                         Overheads as a percentage of revenue is based on the OTB adjusted revenue        Overheads % revenue (£'m)                              6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             divided by the overheads for OTB. OTB overheads is the administrative expenses
                                             excluding the depreciation and amortisation.
                                                                                                                              OTB adjusted revenue                                   48.5                          36.7                          86.9
                                                                                                                              Overheads                                              (15.7)                        (11.7)                        (25.9)
                                                                                                                              Overheads % revenue                                    32%                           32%                           30%

 Overheads % booked TTV                      Overheads as a percentage of TTV is based on the OTB booked TTV divided by the   Overheads % revenue (£'m)                              6 months ended 31 March 2023  6 months ended 31 March 2022  12 months ended 30 September 2022
                                             overheads for OTB. OTB overheads is the administrative expenses excluding
                                             marketing costs, depreciation and amortisation.
                                                                                                                              OTB booked TTV                                         445.8                         342.8                         762.7
                                                                                                                              Overheads                                              (15.7)                        (11.7)                        (25.9)
                                                                                                                              Overheads % revenue                                    4%                            3%                            3%

 

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