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OTB On The Beach Group Plc

156.20
3.20 (2.09%)
Last Updated: 14:42:37
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
On The Beach Group Plc LSE:OTB London Ordinary Share GB00BYM1K758 ORD 1P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  3.20 2.09% 156.20 156.00 156.80 158.00 152.20 152.20 732,090 14:42:37
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Travel Agencies 170.2M 10.1M 0.0606 25.97 262.29M

On the Beach Group PLC INTERIM RESULTS (7945E)

11/05/2017 7:01am

UK Regulatory


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RNS Number : 7945E

On the Beach Group PLC

11 May 2017

11 May 2017

On the Beach Group plc

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

INTERIM RESULTS FOR SIX MONTHSED 31 MARCH 2017

33.8% Growth in GROUP PROFIT BEFORE TAX

Financial & Operational Highlights

Group

-- Group revenue increased 7.3% to GBP38.1m (H1 2016: GBP35.5m) with a later booking pattern for peak departures

   --     Group profit before tax up 33.8% to GBP9.9m (H1 2016: GBP7.4m) 
   --     Adjusted group profit before tax(1) up 28.4% to GBP12.2m (H1 2016: GBP9.5m) 
   --     Basic and diluted earnings per share increased 22.0% to 6.1p (H1 2016: 5.0p) 
   --     Adjusted earnings per share up 27.1% to 7.5p (H1 2016: 5.9p) 
   --     Net debt at half year reduced to GBP2.3m (H1 2016: GBP6.6m debt) 
   --     Interim dividend declared of 0.9p per share (H1 2016: Nil) 

-- On 9 May, post half year end, we completed the acquisition of Sunshine.co.uk Limited, an online travel agent based in the UK, for a net consideration of GBP12.0m

(1) Adjusted Group profit before tax is profit before tax before amortisation of acquired intangibles of GBP2.1m (H1 2016: GBP2.1m) and share based payments GBP0.2m (H1 2016: nil)

UK

   --     UK revenue up 7.1% to GBP37.5m (H1 2016: GBP35.0m) 

-- UK revenue after marketing costs up 16.9% to GBP19.4m (H1 2016: GBP16.6m) and up 21.1% to GBP20.1m (H1 2016: GBP16.6m) excluding incremental offline expenditure(2) incurred at end of H1 of GBP0.7m

   --     UK EBITDA up 23.3% to GBP14.3m (H1 2016: GBP11.6m) 
   --     Daily unique visitors(3) increased by 9.5% to 27.5m (H1 2016: 25.1m) 
   --     Branded and free traffic increased to 56.7% of overall traffic (H1 2016: 54.6%) 
   --     % revenue spent on online marketing decreased to 40.4% (H1 2016: 46.3%) 

(2) Incremental offline marketing expenditure incurred at the end of H1, for which management consider that no benefit would have accrued in H1

(3) Daily UVs: Number of individuals, as defined by an IP address, visiting pages from the onthebeach.co.uk website during a 24 hours period

International

-- International revenue increased 20% in Sweden to GBP0.6m (H1 2016: GBP0.5m) with strengthening growth throughout H1

   --     International EBITDA loss of GBP(1.0)m, in line with H1 2016 
   --     Launch of second international market in Norway during H1 

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

"On the Beach has delivered a solid performance in H1, with booking growth strengthening towards the end of the period and continuing into H2. In the Group's AGM Trading Update, management outlined the view that H2 performance would be stronger than H1, with more favourable YOY comparators in H2 and because H1 was impacted by the later timing of the low cost carriers' seat release as well as key hotel partners in the Western Mediterranean holding back capacity to sell in the late market. All of these assumptions played out in the first half and have continued in H2. Given these market dynamics, we took a proactive decision to balance volume and revenue growth. This position remains under constant review to ensure that business performance is optimised.

Strategically, the changing market dynamics are presenting a number of exciting opportunities for On the Beach to leverage its scale and technological capability and we are delighted to have recently completed the acquisition of Sunshine.co.uk to further strengthen our market leading position. Given the resilient and flexible nature of our business model the Board remains confident in delivering a full year result in line with management's expectations."

Analyst Meeting

A meeting for analysts will be held today at the offices of FTI Consulting, 200 Aldersgate, London, EC1A 4HD commencing at 09:30am.

For further information:

 
 On the Beach Group plc                   via FTI Consulting 
  Simon Cooper, Chief Executive Officer 
  Paul Meehan, Chief Financial Officer 
 FTI Consulting                           Tel: +44 (0)20 3727 
  Jonathon Brill                           1000 
  Alex Beagley 
  Fiona Walker 
 

About On the Beach

On the Beach is one of the UK's largest online retailers of beach holidays with a c.20% share of the online short haul beach holiday market. The Group has multiple opportunities to generate further growth and has a vision to become Europe's leading online retailer of beach holidays. On the Beach provides a significant structural challenge to legacy tour operators and travel agents as the Group continues its journey to disrupt the online retail of beach holidays with its scalable, flexible, innovative technology, combined with a strong customer value proposition and a low cost base. The business model is customer-centric, asset light, profitable and cash generative.

www.onthebeachgroupplc.com

Chief Executive's Review

Summary of Operating Performance

On the Beach continues to be a dynamic, entrepreneurial and ambitious business delivering value for money beach holidays that are personalised to the customers' individual needs. The Group maintains a daily focus to improve the quality of its customer proposition and the value that it provides to its growing customer base.

In a market with changing dynamics and booking profile, we have continued to grow market share in H1, with daily unique visitors to site in the UK increasing 9.5% to 27.5m (H1 2016: 25.1m). We have focused on driving this growth efficiently with improvements to our bespoke bid management capability driving online marketing expenditure as a percentage of revenue down to 40.4% (H1 2016: 46.3%) and our revenue after marketing costs increased 16.9% to GBP19.4m (H1 2016: GBP16.6m). Our continued growth has been delivered by executing a focused strategy to optimise our customer proposition to increase conversion and improve margin while driving an efficient increase in our market traffic share, providing further evidence of our ability to gain market share from traditional tour operators.

Strategy and growth

The Group has a mission to make it simple for customers to plan, find and book their perfect beach holiday and a vision to be Europe's leading online retailer of beach holidays.

On the Beach has delivered significant growth within a growing market over the last three years by evolving a strategy based around the following drivers:

1. Out-innovating through agility and investment in talent and technology

-- Improvements to agile working methodologies continue to increase throughput of benefits-delivering features and functionality

-- Continued evolution of core platform to support future innovations

2. Driving an efficient increase in market traffic share

   --      Daily unique visitor growth of 9.5% in H1 and significant market share growth 
   --      Branded and free traffic increased to 56.7% of overall traffic to site (H1 2016: 54.6%) 

-- Reduction in percentage of revenue spent on online marketing (H1 2017: 40.5% vs H1 2016: 46.3%)

   --      Second year of full national TV advertising campaign 

3. Optimising and personalising our multi device customer proposition

   --      5.0m logged sessions in H1 2017, a 40% YOY increase (H1 2016: 3.6m) 
   --      Responsive site now serves 52.7% of UK traffic on smartphone (H1 2016: 42.4%) 
   --      Repeat purchase rate has increased to 40.3% (H1 2016: 37.4%) 

4. Leveraging increased revenue through direct and differentiated supply

   --      Direct contracting has averaged 66% of all hotel buying (H1 2016: 57%) 

-- Further progress made to increase percentage of exclusive flight and hotel supply throughout FY17 and beyond whilst maintaining risk-free model

5. Expanding our model into new source markets and products and driving operational leverage

   --      Fixed and variable cost as a percentage of revenue reduced to 13.6% (H1 2016: 14.3%) 

-- Branded share of traffic on ebeach.se increased to 30.4% (H1 2016: 19.4%) and repeat purchase rate continues to improve

   --      Launched Norway website (ebeach.no) at the end of 2016 

We have continued to invest in our people and our platform which allows us to innovate at an increasing pace and, in doing so, stay ahead of the competition.

Recent market trends

The Group has witnessed continued reduction in capacity to the Eastern Mediterranean and a corresponding increase in seat capacity to the Western Mediterranean. This shift in market dynamics has led to a number of noteworthy trends, including:

-- Oversupply of seats to key Western Mediterranean destinations has continued to drive down flight prices YOY

-- Weakness of Sterling versus Euro combined with hotel inflation in the Western Mediterranean has increased hotel prices YOY

-- The above offsetting impacts have led to holiday prices being flat YOY with the exception of peak season pricing;

o historically, widely available early booking discounts have encouraged an early booking pattern for peak season with many hotels selling out well in advance of peak;

o this year most early discounts have been removed, leading to a different booking profile for peak season. This means that there is significantly more availability YOY and this is supporting a stronger booking pattern for H2 2017

-- Tour operators' share of sales in the early market were supported by FX hedging and hotel rates for early sales contracted prior to summer 2016, to coincide with the release of summer 17 brochures in spring 2016. These advantages are unwinding as c.40% of currency was hedged pre EU referendum and hoteliers are restricting access to lower rates for peak season.

As a result, some of the Group's larger competitors held a significant transient advantage and many of our key hotelier partners have changed their pricing policies. The Group has continued to drive share of market traffic in a cost effective manner, while extending its offline investment to help to build momentum into the second half of the financial year.

Current Trading & Outlook

The hotel pricing policies that supported strong growth in H1 2016 but suppressed growth in H2 2016, combined with the disruptive activity of Low Cost Travel Group prior to their failure, look set to have an equal and opposite effect on H1 / H2 2017, with significantly softer comparators in H2 2017, and recent trading gives us confidence that the trends seen in H1 are reversing. The business has enjoyed a strong start to H2 supported by greater availability of competitively priced peak season hotel product and strong branded traffic share.

Although the start of 2017 was slow in Sweden, the level of bookings growth towards the end of H1 has continued into H2 giving us confidence that we can achieve strong full year revenue growth in the region. We also launched ebeach.no in Norway at the end of 2016 and progress in this market is in line with management's expectations.

We are efficiently executing our strategy of investing in our brand, supply and technology and we continue to realise the benefits of operational leverage from our low fixed cost base. The current market dynamics are presenting the Group with multiple opportunities to leverage its scale and technological capability to strengthen its market leading position, such as the recently completed acquisition of Sunshine.co.uk, and the Board continues to evaluate opportunities to enhance the Group's market share position.

Financial Review

The Group organises its operations into two principal financial reporting segments, being UK (the "UK Segment"), the Group's established market and International (the "International Segment"), the Group's developing market. In each of the UK Segment and the International Segment, the Group realises 93% of revenue from dynamically packaged holidays with the remainder single element products such as flights or hotels.

UK Segment performance

 
 GBPm                            H1 2017  H1 2016   Change 
                                                         % 
 Revenue                            37.5     35.0     7.1% 
-------------------------------  -------  -------  ------- 
 Revenue after marketing costs      19.4     16.6    16.9% 
-------------------------------  -------  -------  ------- 
 Variable costs                    (2.0)    (1.9) 
 Overhead costs                    (3.1)    (3.1) 
 EBITDA                             14.3     11.6    23.3% 
-------------------------------  -------  -------  ------- 
 EBITDA % revenue                  38.1%    33.1% 
-------------------------------  -------  -------  ------- 
 

Revenue and marketing costs

Revenue increased by 7.1% to GBP37.5m (H1 2016: GBP35.0m) with On the Beach's agile business model allowing the Group to react to rapid changes in consumer demand. The acts of terrorism in recent years, have continued to impact Egypt and the Eastern Mediterranean resulting in continuing stronger demand for holidays in the Western Mediterranean and a shortening of lead times.

Marketing expenses (excluding offline) for the first half as a percentage of revenue decreased to 40.5% (H1 2016: 46.3%) with total expenditure of GBP15.2m (H1 2016: GBP16.2m) driving an efficient increase in our share through the sophistication of our in house bid modelling and attribution tools. We have increased expenditure in H1 on the Group's offline TV advertising to GBP2.9m (H1 2016: GBP2.2m) with a fully national campaign and a TV sponsorship.

UK segment EBITDA

Operational leverage continues to improve and as a result there has been a fall in costs as a percentage of revenue overall:

 
                            H1 2017  H1 2016 
--------------------------  -------  ------- 
 Variable costs % revenue      5.3%     5.4% 
 Overhead costs % revenue      8.3%     8.9% 
 Total                        13.6%    14.3% 
--------------------------  -------  ------- 
 

Variable costs, which comprise mainly contact centre wages and credit card fees, are closely linked to booking volumes and we continue to gain from the benefits of scale. Continued operational leverage and the revenue benefit of direct relationships reduced overhead costs as a percentage of revenue to 8.3% (H1 2016: 8.9%).

EBITDA increased 23.3% to GBP14.3m (H1 2016: GBP11.6m). EBITDA as a percentage of revenue increased from 33.1% to 38.1%.

International Segment performance

 
 GBPm                            H1 2017  H1 2016  Change 
                                                        % 
 Revenue                             0.6      0.5   20.0% 
-------------------------------  -------  -------  ------ 
 Revenue after marketing costs     (0.9)    (0.8) 
-------------------------------  -------  -------  ------ 
 Variable costs                    (0.1)    (0.1) 
 Overhead costs                        -    (0.1) 
 EBITDA                            (1.0)    (1.0)    0.0% 
-------------------------------  -------  -------  ------ 
 

The Group has focused on growing share both online and offline supported by a TV campaign in December. We also launched a site in Norway mid-way through H1.

Losses in the first half were GBP1.0m (H1 2016: GBP1.0m) and are derived almost entirely from the marketing investment required to drive branded awareness and share of traffic which will in turn improve efficiency.

Group adjusted profit before tax and retained earnings

The Group reports adjusted profit before tax, amortisation of acquired intangibles and deal costs to allow better interpretation of the underlying trend in profit before tax.

 
 GBPm                                   H1 2017  H1 2016   Change 
                                                                % 
 Adjusted Group operating profit 
  before amortisation(1)                   12.3      9.6    28.1% 
 Finance costs                            (0.1)    (0.2) 
 Finance income                               -      0.1 
--------------------------------------  -------  -------  ------- 
 Adjusted Group Profit before 
  tax                                      12.2      9.5    28.4% 
--------------------------------------  -------  -------  ------- 
 
 Share based payments                     (0.2)        - 
 Amortisation of acquired intangibles     (2.1)    (2.1) 
 Profit before taxation                     9.9      7.4    33.8% 
--------------------------------------  -------  -------  ------- 
 Taxation                                 (2.0)    (0.9) 
--------------------------------------  -------  -------  ------- 
 Profit for the half year                   7.9      6.5    21.5% 
--------------------------------------  -------  -------  ------- 
 

(1) Includes amortisation of development costs of GBP1m but excludes amortisation of acquired brand and website technology intangible assets of GBP2.1m (H1 2016: GBP2.1m) and share based payments of GBP0.2m

Finance costs

The Group has in place a revolving credit facility of up to GBP35.0m with Lloyds. The drawdown on 31 March 2017 was GBP9.0m (H1 2016: GBP11.5m) and the peak drawdown for the period was GBP11.0m. Borrowing limits vary under the RCF to reflect the seasonal requirements of the Group and as a result of the flexible payment options given to customers.

Taxation

The Group tax charge of GBP2.0m represents an effective rate(1) of 19.6% (H1 2016: 19.7%) which was lower than the average standard UK rate of 20% (H1 2016: 20%). The current tax charge is affected by a deferred tax credit of GBP0.4m (2016 H1: GBP1.0m) which is released in line with the amortisation of GBP2.1m on the valuation of acquired intangibles on the investment by Inflexion in October 2013.

(1) Effective tax rate is calculated as taxation charge excluding deferred tax credits, divided by adjusted group profit before tax

Cash flow and net debt

 
GBPm                                    H1 2017   H1 2016                 FY16 
------------------------------------  ---------  --------  ------------------- 
EBITDA                                     13.3      10.6                23.3 
Share based payment charges                 0.2         -                  0.1 
Capitalised development expenditure       (1.3)     (1.2)               (2.4) 
Movement in working capital              (34.8)    (22.5)                  0.6 
Capital expenditure                       (0.4)     (0.6)                (0.6) 
------------------------------------  ---------  --------  ------------------- 
Adjusted operating cash flow (1)         (23.0)    (13.7)                 21.0 
------------------------------------  ---------  --------  ------------------- 
 

(1) Adjusted operating cash flow is stated as net cash (outflow)/inflow from operating activities before tax paid, before deal costs paid and after deducting capital expenditure on PPE and intangible assets,

On an annual basis the Group operates a highly cash generative business model and makes no stock commitment. The cash flow profile of the Group is seasonal with approximately 50% of customers travelling in the period June to August and hence the cash flows (excluding any cash held in the trust) experience a trough prior to June through to August and a peak following this. The movement in the trust account balance for the half year is GBP23.0m (H1 2016: GBP15.0m).

Dividend

The Board has declared an interim dividend of 0.9 pence per share. The interim dividend will be paid on 30 June 2017 to members on the register at the close of business on 2 June 2017.

Simon Cooper

CEO

11 May 2017

Paul Meehan

CFO

11 May 2017

On the Beach Group Plc

INTERIM RESULTS FOR THE 6 MONTHSED 31 MARCH 2017

CONDENSED CONSOLIDATED INCOME STATEMENT AND STATEMENT OF COMPREHENSIVE INCOME

For the 6 months ended 31 March 2017

 
                                                6 months    6 months      Year ended 
                                                ended 31       ended    30 September 
                                              March 2017    31 March            2016 
                                                                2016 
                                      Note       GBP'000     GBP'000         GBP'000 
                                               unaudited   unaudited         audited 
 
 Revenue                               2          38,066      35,504          71,321 
 Administrative expenses before 
  amortisation                         3        (25,026)    (25,181)        (48,528) 
                                            ------------  ----------  -------------- 
 Group operating profit before 
  amortisation                                    13,040      10,323          22,793 
 
 Amortisation of intangible 
  assets                                         (3,124)     (2,924)         (5,971) 
                                            ------------  ----------  -------------- 
 Group operating profit                            9,916       7,399          16,822 
                                            ============  ==========  ============== 
 
 Finance costs                                      (78)       (125)           (100) 
 Finance income                                       31          65             230 
                                            ------------  ----------  -------------- 
 Net finance (costs)/income                         (47)        (60)             130 
 
 Profit before taxation                            9,869       7,339          16,952 
 Taxation                              4         (1,986)       (840)         (2,645) 
 
 Profit for the period/year                        7,883       6,499          14,307 
                                            ------------  ----------  -------------- 
 Other comprehensive income                            -           -               - 
 Total comprehensive income for 
  the period/year                                  7,883       6,499          14,307 
                                            ============  ==========  ============== 
 
 Attributable to: 
 Equity holders of the parent                      7,883       6,499          14,307 
                                            ============  ==========  ============== 
 
 
 Basic and diluted earnings per share attributable to 
  the equity Shareholders of the Company: 
 From profit for the year              5            6.1p        5.0p           11.0p 
 
 Adjusted earnings per share           5            7.5p        5.9p           13.0p 
 
 Adjusted profit measure 
 Adjusted PBT (before amortisation 
  of acquired intangibles)             3          12,150       9,462          21,315 
                                            ------------  ----------  -------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2017

 
                                                       At 31                 At 31                 At 30 
                                                       March                 March             September 
                                                        2017                  2016                  2016 
                                     Note          unaudited             unaudited               audited 
 Assets                                              GBP'000               GBP'000               GBP'000 
 Non-current assets 
 Intangible assets                    7               62,828                66,493                64,662 
 Property, plant and equipment                           884                   895                   747 
                                           -----------------  --------------------  -------------------- 
 Total non-current assets                             63,712                67,388                65,409 
 
 Current assets 
 Trade and other receivables                         111,752                92,581                29,933 
 Cash and cash equivalents            8               55,260                43,700                51,632 
 Derivative financial instruments                          -                 3,128                 1,683 
                                           -----------------  --------------------  -------------------- 
 Total current assets                                167,012               139,409                83,248 
 Total assets                                        230,724               206,797               148,657 
                                           =================  ====================  ==================== 
 
 Equity 
 Share capital                        10               1,304                 1,304                 1,304 
 Retained earnings                                   217,598               204,514               212,427 
 Capital contribution reserve                            500                   500                   500 
 Merger reserve                                    (132,093)             (132,093)             (132,093) 
                                           -----------------  --------------------  -------------------- 
 Total equity                                         87,309                74,225                82,138 
 
 Non-current liabilities 
 Deferred tax                                          6,607                 7,657                 7,007 
                                           -----------------  --------------------  -------------------- 
 Total non-current liabilities                         6,607                 7,657                 7,007 
 
 Current liabilities 
 Corporation tax payable                               3,609                 3,290                 3,647 
 Loans and overdrafts                 9                9,000                11,493                     - 
 Trade and other payables                            123,201               110,132                55,865 
 Derivative financial instruments                        998                     -                     - 
                                           -----------------  --------------------  -------------------- 
 Total current liabilities                           136,808               124,915                59,512 
 
 Total liabilities                                   143,415               132,572                66,519 
                                           -----------------  --------------------  -------------------- 
 Total equity and liabilities                        230,724               206,797               148,657 
                                           =================  ====================  ==================== 
 
 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                               Share             Share      Merger               Capital    Retained             Total 
 For the year ended          capital           premium     reserve          contribution    Earnings 
  30 September 2016                                                              reserve 
                             GBP'000           GBP'000     GBP'000               GBP'000     GBP'000           GBP'000 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 Balance at 30 
  September 
  2015                       195,652            13,856   (132,093)                   550    (10,239)            67,726 
 Capital reduction         (194,348)          (13,856)           -                  (50)     208,254                 - 
 Share based payment 
  charges                          -                 -           -                     -         105               105 
 Total comprehensive 
  profit for the year              -                 -           -                     -      14,307            14,307 
 Balance at 30 
  September 
  2016                         1,304                 -   (132,093)                   500     212,427            82,138 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 
 
                               Share             Share      Merger               Capital    Retained             Total 
 For the 6 months            capital           premium     reserve          contribution    Earnings 
  ended 31 March 2016                                                            reserve 
                             GBP'000           GBP'000     GBP'000               GBP'000     GBP'000           GBP'000 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 
 Balance at 30 
  September 
  2015                       195,652            13,856   (132,093)                   550    (10,239)            67,726 
 Capital reduction 
  (see note 10)            (194,348)          (13,856)           -                  (50)     208,254                 - 
 Total comprehensive 
  income for the 
  period                           -                 -           -                     -       6,499             6,499 
 Balance at 31 March 
  2016 (unaudited)             1,304                 -   (132,093)                   500     204,514            74,225 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 
 
                               Share             Share      Merger               Capital    Retained             Total 
 For the 6 months            capital           premium     reserve          contribution    Earnings 
  ended 31 March 2017                                                            reserve 
                             GBP'000           GBP'000     GBP'000               GBP'000     GBP'000           GBP'000 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 
 Balance at 30 
  September 
  2016                         1,304                 -   (132,093)                   500     212,427            82,138 
 Share based payment 
  charges                                                                                        158               158 
 Dividends paid 
  during 
  the period                                                                                 (2,870)           (2,870) 
 Total comprehensive 
  income for the 
  period                           -                 -           -                     -       7,883             7,883 
 Balance at 31 March 
  2017 (unaudited)             1,304                 -   (132,093)                   500     217,598            87,309 
                       -------------  ----------------  ----------  --------------------  ----------  ---------------- 
 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the 6 months ended 31 March 2017

 
                                             6 months              6 months 
                                                ended                 ended           Year ended 
                                             31 March              31 March         30 September 
                                                 2017                  2016                 2016 
                                            unaudited             unaudited              audited 
                                              GBP'000               GBP'000              GBP'000 
 
 Profit before taxation                         9,869                 7,339               16,952 
 Adjustments for: 
 Depreciation                                     220                   205                  397 
 Amortisation of intangible assets              3,124                 2,924                5,971 
 Finance costs                                     78                   125                  100 
 Finance income                                  (31)                  (65)                (230) 
 Share based payments                             158                     -                  105 
                                           ----------  --------------------  ------------------- 
                                               13,418                10,528               23,295 
 Changes in working capital: 
 Increase/decrease in trade and 
  other receivables                          (81,819)              (62,850)                  247 
 Increase in trade and other payables          69,988                55,271                1,999 
 Increase in trust account                   (22,996)              (14,939)              (1,661) 
                                           ----------  --------------------  ------------------- 
                                             (34,827)              (22,518)                  585 
 
 Cash outflow before deal costs 
  from operating activities                  (21,409)              (11,990)               23,880 
 Deal costs paid                                    -         (3,010)               (3,010) 
                                           ----------  --------------------  ------------------- 
 Cash outflow from operating activities 
  before tax                                 (21,409)              (15,000)               20,870 
 Tax paid                                     (2,424)                 (685)              (2,780) 
 Net cash (outflow)/inflow from 
  operating activities                       (23,833)              (15,685)               18,090 
                                           ----------  --------------------  ------------------- 
 
 
 Cash flows from investing activities 
 Purchase of property, plant and 
  equipment                                     (357)                 (552)                (617) 
 Purchase of intangible assets                (1,290)               (1,210)              (2,407) 
 Interest received                                 31                    65                  230 
 Net cash outflow from investing 
  activities                                  (1,616)               (1,697)              (2,794) 
                                           ----------  --------------------  ------------------- 
 
 Cash flows from financing activities 
 Proceeds from borrowings                       9,000                11,500                    - 
 Interest paid                                   (49)                 (133)                (100) 
 Dividends paid to shareholders               (2,870)                     -                    - 
 Net cash inflow/(outflow) from 
  financing activities                          6,081                11,367                (100) 
                                           ----------  --------------------  ------------------- 
 
 Net increase/(decrease) in cash 
  and cash equivalents                       (19,368)               (6,015)               15,196 
 Cash at beginning of year                     26,052                10,856               10,856 
                                                       -------------------- 
 Cash at end of year                            6,684                 4,841               26,052 
                                           ==========  ====================  =================== 
 

Notes to the condensed consolidated interim financial statements

   1.   Basis of preparation 

This condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. The annual financial statements of the Group are prepared in accordance with International Reporting Standards (IFRSs) as adopted by the EU. As required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the company's published consolidated financial statements for the year ended 30 September 2016.

The Group's last annual consolidated financial statements have been prepared in accordance with IFRS as adopted by the European Union.

The comparative figures for the year ended 30 September 2016 are an abridged version of the Group's last annual financial statements and, together with other financial information contained in these interim results, do not constitute statutory financial statements of the Group as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for the year ended 30 September 2016 has been delivered to the Registrar of Companies. The auditor has reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under s498(2) or (3) of the Companies Act 2006.

These interim financial statements were authorised for issue by the Group's Board of Directors on 10 May 2017

The financial information for the six months ended 31 March 2017 has been reviewed by KPMG, the Company's external auditor. Their report is included within this announcement.

Going concern

The Directors have, at the time of approving the financial statements, a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future.

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 significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 September 2016.

   2.   Segmental analysis 

The management team consider the reportable segments to be "UK" and "International". All segment revenue, operating profit, assets and liabilities are attributable to the group from its principal activities as on online travel agent.

 
                                                 6 months ended March 2017 
                                                        (unaudited) 
                                           ------------------------------------ 
 
                                                  UK   International      Total 
                                             GBP'000         GBP'000    GBP'000 
 
 Income 
 Revenue                                      37,450             616     38,066 
-----------------------------------------  ---------  --------------  --------- 
 Marketing expenditure excluding offline    (15,113)         (1,140)   (16,253) 
 Incremental offline expenditure               (678)               -      (678) 
 Other offline expenditure                   (2,242)           (365)    (2,607) 
 Revenue after marketing costs                19,417           (889)     18,528 
 EBITDA                                       14,306         (1,046)     13,260 
 Depreciation and amortisation               (3,268)            (76)    (3,344) 
-----------------------------------------  ---------  --------------  --------- 
 Segment operating profit/(loss)              11,038         (1,122) 
 Group operating profit                                                   9,916 
-----------------------------------------  ---------  --------------  --------- 
 
 Finance costs                                                             (78) 
 Finance income                                                              31 
-----------------------------------------  ---------  --------------  --------- 
 Profit before taxation                                                   9,869 
=========================================  =========  ==============  ========= 
 
 
 Non-current assets 
-----------------------------------------  ---------  --------------  --------- 
 Goodwill                                     21,544               -     21,544 
 Other intangible assets                      41,015             269     41,284 
 Property, plant and equipment                   884               -        884 
-----------------------------------------  ---------  --------------  --------- 
 Total                                        63,443             269     63,712 
 
 
                                                  6 months ended March 2016 
                                                          (unaudited) 
                                           --------------------------------------- 
 
                                                    UK    International      Total 
                                               GBP'000          GBP'000    GBP'000 
 Income 
 Revenue                                        34,991              513     35,504 
-----------------------------------------  -----------  ---------------  --------- 
 Marketing expenditure excluding offline      (16,201)          (1,081)   (17,282) 
 Incremental offline expenditure                     -                -          - 
 Other offline expenditure                     (2,242)            (265)    (2,507) 
 Revenue after marketing costs                  16,548            (833)     15,715 
 EBITDA                                         11,573          (1,046)     10,527 
 Depreciation and amortisation                 (3,054)             (74)    (3,128) 
-----------------------------------------  -----------  ---------------  --------- 
 Segment operating profit/(loss)                 8,519          (1,120) 
 Group operating profit                                                      7,399 
-----------------------------------------  -----------  ---------------  --------- 
 Finance costs                                                               (125) 
 Finance income                                                                 65 
-----------------------------------------  -----------  ---------------  --------- 
 Profit before taxation                                                      7,339 
=========================================  ===========  ===============  ========= 
 
 
 Non-current assets 
-----------------------------------------  -----------  ---------------  --------- 
 Goodwill                                       21,547                -     21,547 
 Other intangible assets                        44,724              222     44,946 
 Property, plant and equipment                     895                -        895 
-----------------------------------------  -----------  ---------------  --------- 
 Total                                          67,166              222     67,388 
 
                                              Year ended 30 September 
                                                        2016 
                                                                         --------- 
 
                                                    UK    International      Total 
                                               GBP'000          GBP'000    GBP'000 
 Income 
 Revenue                                        70,177            1,144     71,321 
-----------------------------------------  -----------  ---------------  --------- 
 Marketing expenditure excluding offline      (31,304)          (2,238)   (33,542) 
 Incremental offline expenditure                     -                -          - 
 Other offline expenditure                     (2,842)            (268)    (3,110) 
 Revenue after marketing costs                  36,031          (1,362)     34,669 
 EBITDA                                         24,992          (1,802)     23,190 
 Depreciation and amortisation                 (6,257)            (111)    (6,368) 
 Segment operating profit/(loss)                18,735          (1,913) 
 Group operating profit                                                     16,822 
 Finance costs                                                               (100) 
 Finance income                                                                230 
-----------------------------------------  -----------  ---------------  --------- 
 Profit before taxation                                                     16,952 
=========================================  ===========  ===============  ========= 
 
 
 Non-current assets 
-----------------------------------------  -----------  ---------------  --------- 
 Goodwill                                       21,544                -     21,544 
 Other intangible assets                        42,853              265     43,118 
 Property, plant and equipment                     747                -        747 
-----------------------------------------  -----------  ---------------  --------- 
 Total                                          65,144              265     65,409 
 
 
   3.          Profit for the period 
   a.          Operating expenses 
 
 Expenses by nature including impairment charges: 
 
 
                                                         6 months      6 months          Year ended 
                                                         ended 31      ended 31        30 September 
                                                       March 2017    March 2016                2016 
                                                        unaudited     unaudited             audited 
                                                          GBP'000       GBP'000             GBP'000 
 Marketing                                                 19,538        19,789              36,652 
 Depreciation                                                 220           205                 397 
 Staff costs                                                3,066         2,859               6,708 
 IT hosting, licences & support                               476           420                 878 
 Credit / Debit Card Charges                                  864           775               1,519 
 Other                                                        862         1,133               2,374 
                                                     ------------  ------------  ------------------ 
 Total Administrative expenses                             25,026        25,181              48,528 
 
 Amortisation of intangible assets                          3,124         2,924               5,971 
                                                     ------------  ------------  ------------------ 
 Total expenses                                            28,150        28,105              54,499 
                                                     ============  ============  ================== 
 
 
   b.      Adjusted PBT 

Management measures the overall performance of the Group by reference to Adjusted PBT, a non-GAAP measure:

 
 
 
                                            6 months      6 months      Year ended 
                                            ended 31      ended 31    30 September 
                                          March 2017    March 2016            2016 
                                           unaudited     unaudited         audited 
                                             GBP'000       GBP'000         GBP'000 
 Profit before taxation                        9,869         7,339          16,952 
 Amortisation of acquired intangibles          2,123         2,123           4,258 
 Share based payments charge                     158             -             105 
 Adjusted PBT*                                12,150         9,462          21,315 
                                        ============  ============  ============== 
 

*this is a non GAAP measure

This adjusted profit measure is applied by management to understand the earnings trend of the group and is the measure by which management assess the operating performance of the group.

   4.   Taxation 
 
                                     6 months    6 months      Year ended 
                                        ended       ended    30 September 
                                     31 March    31 March            2016 
                                         2017        2016 
                                    unaudited   unaudited         audited 
                                      GBP'000     GBP'000         GBP'000 
 Analysis of charge in year 
 
 Current tax on profit for the 
  year/period                           2,387       1,870           4,318 
 Adjustments in respect of prior            -           -               - 
  years 
                                   ----------  ----------  -------------- 
 Total current tax                      2,387       1,870           4,318 
 
 Deferred tax on profits for 
  the year 
 Origination and reversal of 
  temporary differences                 (401)       (404)           (776) 
 Impact of change in tax rate               -       (626)           (897) 
 Total deferred tax                     (401)     (1,030)         (1,673) 
                                   ----------  ----------  -------------- 
 Total tax charge                       1,986         840           2,645 
                                   ==========  ==========  ============== 
 

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 operations are as follows. The Group earns its profits primarily in the UK therefore the rate used for taxation is the standard rate for UK corporation tax.

 
                                            6 months      6 months      Year ended 
                                               ended      ended 31    30 September 
                                            31 March    March 2016            2016 
                                                2017 
                                           unaudited     unaudited         audited 
                                             GBP'000       GBP'000         GBP'000 
 Profit/(loss) on ordinary activities 
  before tax                                   9,869         7,339          16,952 
 
 Profit/(loss) on ordinary activities 
  multiplied by the rate of corporation 
  tax in the UK of 20% (31 March 
  2016: 20%, 30 September 2016: 
  20%)                                         1,974         1,468           3,390 
 Effects of: 
 Other expenses not deductible                     -           (2)             152 
 Impact of change in tax rate                     12         (626)           (897) 
 Adjustments in respect of prior                   -             -               - 
  years/periods 
                                          ----------  ------------  -------------- 
 Total taxation charge                         1,986           840           2,645 
                                          ==========  ============  ============== 
 
   5.   Earnings per share 
 
                                          6 months    6 months 
                                             ended       ended      Year ended 
                                          31 March    31 March    30 September 
                                              2017        2016            2016 
                                         unaudited   unaudited         audited 
                                           GBP'000     GBP'000         GBP'000 
 
 Profit after tax for the year/period        7,883       6,499          14,307 
                                        ----------  ----------  -------------- 
 
 Basic weighted average number 
  of Ordinary Shares (m)                       130         130             130 
 Basic earnings per share (in 
  pence per share)                            6.1p        5.0p           11.0p 
 

Adjusted basic earnings per share

Adjusted basic earnings per share are calculated by dividing adjusted earnings after tax of On the Beach Group plc by the weighted average number of shares:

 
                                                 6 months    6 months 
                                                    to 31       to 31           Year ended 
                                                    March       March         30 September 
                                                     2017        2016                 2016 
                                                unaudited   unaudited              audited 
                                                  GBP'000     GBP'000              GBP'000 
 Adjusted earnings (before deferred 
  tax movements relating to the amortisation 
  of acquired intangibles and share 
  based payments)                                   9,749       7,621               16,922 
                                               ----------  ----------  ------------------- 
 
 Number of ordinary shares                            130         130                  130 
 Adjusted earnings per share (in pence 
  per share)                                         7.5p        5.9p                13.0p 
 

Adjusted earnings is calculated as follows:

 
                                           6 months    6 months 
                                              ended       ended      Year ended 
                                           31 March    31 March    30 September 
                                               2017        2016            2016 
                                          unaudited   unaudited         audited 
                                            GBP'000     GBP'000         GBP'000 
 Profit after tax                             7,883       6,499          14,307 
 Deferred tax movements relating to 
  amortisation of acquired intangibles        (415)     (1,001)         (1,748) 
 Amortisation of acquired intangibles         2,123       2,123           4,258 
 Share based payment charges                    158           -             105 
 
 Adjusted earnings                            9,749       7,621          16,922 
 
   6.   Dividends 

An interim dividend has been declared for the 6 months ended 31 March 2017 of 0.9p per share (H1 2016: Nil per share).

   7.   Intangible assets 
 
                              Brand    Goodwill      Website         Website      Total 
                                                   & development    technology 
                                                       costs 
                             GBP'000   GBP'000       GBP'000         GBP'000     GBP'000 
                            --------  ---------  ---------------  ------------  -------- 
 Cost 
 At 1 October 2016           30,079     21,544        3,802          22,513      77,938 
 Additions                      -         -           1,290             -         1,290 
 At 31 March 2017            30,079     21,544        5,092          22,513      79,228 
                            --------  ---------  ---------------  ------------  -------- 
 
 Accumulated amortisation 
 At 1 October 2016            6,015       -            504            6,757      13,276 
 Charge for the year          1,003       -            994            1,127       3,124 
                            --------  ---------  ---------------  ------------  -------- 
 At 31 March 2017             7,018       -           1,498           7,884      16,400 
                            --------  ---------  ---------------  ------------  -------- 
 
 Net book amount 
 At 31 March 2017            23,061     21,544        3,594          14,629      62,828 
                            ========  =========  ===============  ============  ======== 
 
 
                              Brand    Goodwill      Website         Website      Total 
                                                   & development    technology 
                                                       costs 
                             GBP'000   GBP'000       GBP'000         GBP'000     GBP'000 
                            --------  ---------  ---------------  ------------  -------- 
 Cost 
 At 1 October 2015           30,079     21,544        5,023          22,513      79,159 
 Additions                      -         -           1,191             -         1,191 
                            --------  ---------  ---------------  ------------  -------- 
 At 31 March 2016            30,079     21,544        6,214          22,513      80,350 
 
 Accumulated amortisation 
 At 1 October 2015            4,010       -           2,419           4,504      10,933 
 Charge for the year          1,003       -            794            1,127       2,924 
                            --------  ---------  ---------------  ------------  -------- 
 At 31 March 2016             5,013       -           3,213           5,631      13,857 
 
 Net book amount 
 At 31 March 2016            25,066     21,544        3,001          16,882      66,493 
                            --------  ---------  ---------------  ------------  -------- 
 
 
                              Brand    Goodwill      Website         Website      Total 
                                                   & development    Technology 
                                                       Costs 
                             GBP'000   GBP'000       GBP'000         GBP'000     GBP'000 
                            --------  ---------  ---------------  ------------  -------- 
 Cost 
 At 1 October 2015           30,079     21,544        5,023          22,513      79,159 
 Additions                      -         -           2,407             -         2,407 
 Disposals                      -         -          (3,628)            -        (3,628) 
 At 30 September 2016        30,079     21,544        3,802          22,513      77,938 
                            --------  ---------  ---------------  ------------  -------- 
 
 Accumulated amortisation 
 At 1 October 2015            4,010       -           2,419           4,504      10,933 
 Charge for the year          2,005       -           1,713           2,253       5,971 
 Disposals                      -         -          (3,628)            -        (3,628) 
 At 30 September 2016         6,015       -            504            6,757      13,276 
                            --------  ---------  ---------------  ------------  -------- 
 
 Net book amount 
 At 30 September 2016        24,064     21,544        3,298          15,756      64,662 
                            ========  =========  ===============  ============  ======== 
 
 
 

Upon acquisition of the Group by OTB Topco, the On the Beach brand was identified as a separately identifiable asset and the website technology, resulting in a GBP2.1m amortisation charge for the 6 month period ended 31 March 2017

   8.   Cash and cash equivalents 
 
                               6 months      6 months      Year ended 
                                  ended      ended 31    30 September 
                               31 March    March 2016            2016 
                                   2017 
                              unaudited    unaudited       audited 
                               GBP'000      GBP'000        GBP'000 
 Cash & Cash Equivalents 
 Cash                             6,684         4,841          26,052 
 Trust account                   48,576        38,859          25,580 
                                 55,260        43,700          51,632 
                             ==========  ============  ============== 
 

Trust accounts are restricted cash held separately and only accessible at the point the customer has travelled.

   9.   Financial instruments 

The following table provides the fair values of the Group's financial assets and liabilities:

 
                                           6 months      6 months            Year 
                                           ended 31      ended 31           ended 
                                         March 2017    March 2016    30 September 
                                                                             2016 
                             FV Level     unaudited     unaudited         audited 
                                            GBP'000       GBP'000         GBP'000 
          Financial Assets 
      Derivative financial 
               instruments          2             -         3,128           1,683 
                                                  -         3,128           1,683 
                                       ============  ============  ============== 
     Financial Liabilities 
   Rolling credit facility          2       (9,000)      (11,493)               - 
      Derivative financial 
               instruments          2         (998)             - 
                                            (9,998)      (11,493)               - 
                                       ============  ============  ============== 
 
 

Derivative financial instruments

The Group operates internationally and is therefore exposed to foreign currency transaction risk, primarily on purchases denominated in Euros and US Dollars. The Group's policy is to mitigate foreign currency transaction exposures where possible and the Group uses financial instruments in the form of forward foreign exchange contracts to hedge future highly probable foreign currency cash flows.

Rolling credit facility

The Group entered into a Lloyds Facility on 18 September 2015 with Lloyds and was renewed in November 2016 to expire in September 2018. A revolving credit facility is available under the terms of the Second Lloyds Facility in an aggregate amount of up to GBP30,000,000. As a result of the acquisition of Sunshine.co.uk Limited, on 9 May, the facility was increased to GBP35,000,000 and extended to December 2018.

The borrowing limits under the facility will vary monthly throughout the period of the Second Lloyds Facility to reflect the seasonal borrowing requirements of the Group, ranging from GBP2,000,000 in one month to the full GBP35,000,000 in another month.

It is to be repaid in monthly instalments which vary in accordance with the Group's seasonal requirements. No early repayment fees are payable.

The margin contained in the Facility is dependent on gross leverage ratio and the rate per annum ranges from 1.10%. to 1.90% for the utilised facility and 0.39% to 0.67% for the non-utilised facility.

The terms of the facility include the following financial covenants:

(i) that the ratio of total debt to EBITDA in respect of any relevant period shall not exceed 2:1 (with a one-off increase to a ratio of 2.5:1); and

(ii) that the ratio of EBITDA to finance charges in respect of any relevant period shall not be less than 5:1.

There have been no changes to the fair value methodology and categorisation for financial assets and liabilities since the year-end.

Fair value estimation

When measuring the fair value of an asset or a liability, the Group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques 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) 

If the inputs used to measure the fair value of an asset or a liability might be categorised in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement.

The fair values noted above are approximates of the carrying amounts of the instruments

There is no difference between the carrying value and fair value of cash and cash equivalents, trade and other receivables and trade and other payables.

10. Share capital

Capital reduction

In the prior year, as contemplated in the prospectus dated 23 September 2015 for Company's IPO and pursuant to a resolution of the shareholders of the Company passed on 21 September 2015, the Company has completed a reduction of capital, cancellation of share premium account and cancellation of capital redemption reserve (the "Reduction & Cancellation").

The Reduction & Cancellation was formally approved by the High Court of Justice, Chancery Division, on 18 November 2015. Following registration of the order of the High Court with Companies House, the Reduction & Cancellation became effective on 18 November 2015.

Following the Reduction & Cancellation, the issued share capital of the Company consists of 130,434,763 ordinary shares of GBP0.01 each, as at 18 November 2015.

The effect of the Reduction & Cancellation is to create distributable reserves to support the Board's future dividend policy.

11. 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 since the publication of the Annual Report for the year ended 30 September 2016. These risks and how the Company seeks to mitigate these risks are set out on pages 14 to 20 of the 2016 Annual Report and Accounts which can be found at www.onthebeachgroupplc.com.

The Group is one of several online travel agents involved in litigation with Ryanair in connection with Ryanair's efforts to prevent OTAs from booking and selling its flights. The legal process is ongoing but remains at an early stage. The position remains as disclosed in our Prospectus, save that (with regard to paragraph 13.6 on page 185), OTB has issued a motion to compel delivery of full and proper particulars. This has resulted in a further delay to the anticipated timescales set out in the Prospectus. Litigation is unpredictable and if Ryanair were to prevail, this could have a material impact on the Group's business.

12. Subsequent Events

On 9 May 2017, On the Beach Group's subsidiary On the Beach Travel Ltd acquired the entire issued share capital of Sunshine.co.uk Limited, an online travel agent based in the UK ("Sunshine"), for a net consideration of GBP12.0m.

The consideration will be funded from the Group's existing cash resources and bank facilities in the form of an extension to the Group's existing working capital revolving credit facility with Lloyds Bank plc. The consideration will be split with 75% paid on completion and the remaining 25% in December.

Sunshine reported gross assets of GBP18.6m and EBITDA of GBP1.6m in its latest statutory audited accounts for the thirteen month period to 30 September 2016.

Management have not yet determined the fair value of the assets acquired.

RESPONSIBILITY STATEMENT

We confirm that to the best of our knowledge:

-- The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU; and

-- The interim management report includes a fair review of the information required by DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first 6 months of the current financial year and their impact on the condensed set of financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

-- The interim management report includes a fair review of the information required by DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months the current financial year and that have materially affected the financial position or performance of the entity during that period, and any changes in the related party transactions described in the last annual report that could do so.

This responsibility statement was approved by the Board on 10 May 2017 and is signed on its behalf by:

Paul Meehan

CFO

11 May 2017

INDEPENT REVIEW REPORT TO ON THE BEACH GROUP PLC

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2017 which comprises the condensed consolidated income statement and statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated statement of changes in equity, the condensed consolidated statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure guidance and transparency rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FCA.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2016 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.

_________________

Will Baker

for and on behalf of KPMG LLP

Chartered Accountants

8 Princes Parade

Liverpool

L3 1QH

11 May 2017

This information is provided by RNS

The company news service from the London Stock Exchange

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