TIDMOOUT

RNS Number : 6278L

Ocean Outdoor Limited

14 September 2021

14 September 2021

Ocean Outdoor Limited

("Ocean" or the "Company" or the "Group")

Half Year 2021 Results

Strong Q2 performance - recovery well underway

Ocean Outdoor Limited (LSE: OOUT), a leading operator of premium Digital Out-of-Home ("DOOH") advertising in the United Kingdom, the Netherlands, the Nordics and Germany, is pleased to announce its half year results for the six months ended 30 June 2021.

Financial highlights:

-- H1 Billings increased 9.1% to GBP48.4m (H1 2020: GBP44.3m) in a period still impacted by lockdowns

   --      H1 Revenue increased 11.2% to GBP40.6m (H1 2020: GBP36.5m) 
   --      Q2 revenue increased 196% to GBP25.9m (Q2 2020: GBP8.8m), a significant upturn from Q1 

-- Q1 Revenue at 52% of Q1 2019 improving in Q2 to 78% of Q2 2019 - trajectory anticipated to continue in Q3

   --      Adjusted EBITDA (including IFRS16) increased 12.0% to GBP15.3m (H1 2020: GBP13.7m) 
   --      Adjusted EBITDA (excluding IFRS16) decreased 7.1% to (GBP4.7m) (H1 2020: (GBP4.4m)) 
   --      Cash of GBP29.8m (H1 2020: GBP35.6m), reflecting a strong balance sheet 
   --      Extended term of debt facility by 12 months and improved covenants 
   --      Ocean's UK staff returned from furlough to support the increased levels of demand 

Summary of key initiatives:

UK

-- Appointed outdoor media partner for Edinburgh's prestigious St James Quarter GBP1 billion regeneration project

   --      Successful launch of 3-D product DeepScreen(TM) 

-- Exclusive UK digital content deal with BT Sport to broadcast UEFA Champions League match clips across 7 UK cities

-- Announced a sealed bid auction ahead of COP26 later this year for brands wanting to appear on Ocean's large format DOOH screens across Edinburgh and Glasgow

Netherlands

   --      Secured new retail and key roadside contracts 

-- Westfield Mall of the Netherlands officially launched in April with performance exceeding expectations in early months

   --      Launched the Netherlands' First Digital Creative Competition 

Nordics

-- Extended relationship with DEAS with contract covering 39 event areas across 18 malls in Denmark to launch experiential service

   --      Oslo Central bus station launched with 28 new digital screens 

-- 131 new digital screens installed across a total of 41 malls in Norway, creating strong marketing position

Post period end highlights and current trading:

   --      Appointed strategic media partner for Westfield Fisketorvet, Copenhagen 

-- Appointed exclusive outdoor media partner for the Canary Wharf Group, with long-term contract value of GBP30 million

-- DeepScreen(TM) being rolled out across Ocean's large format full motion portfolio in all territories to excellent reception

-- Delivered 'fan zone' experiential campaign and Tokyo 2020 highlights at Westfield London in partnership with Team GB

-- Positive business confidence in UK driving advertising spend resurgence - momentum continues in UK bookings

Commenting on the H1 results, Tim Bleakley, CEO of Ocean Outdoor, said:

"The recovery is underway with a strong Q2 underpinning the increased levels of client activity. The strong sequential demand has tracked the vaccine rollout and phased lifting of restrictions, as well as the renewed confidence from high-spending advertising categories. The major global brands are returning at pace to digital out of home, underlining the increasing importance they are placing on the channel. At the same time, we have attracted new advertisers, driven by changing consumer behaviour and our high-profile initiatives and innovations over the last 12 months such as Deepscreen (TM) , our 3D screen development.

"Ocean is emerging from the pandemic a stronger business due to a combination of investment for growth and the focus and dedication of our people. We continue to win contracts in the most sought-after and audience-robust environments, delivering the ultimate advertising impact and experience. Digital out of home will be a structural long-term winner post the pandemic. Whilst the obvious risks remain, Ocean is well positioned to capture the benefits of the recovery and expects to continue the strong momentum."

"H1 has certainly been a tale of two halves; Q1 lockdowns made way for the UK DOOH industry recording its biggest quarter of growth in history for Q2. We believe we are at the beginning of a resurgence of activity in our sector validated by independent industry data, and are therefore confident in the period ahead."

There will be a conference call for analysts and investors which will begin at 13:00hrs BST / 08.00hrs ET today. A copy of the presentation can be accessed via the Reports & Documents section of the Ocean Outdoor investor relations website: https://investors.oceanoutdoor.com .

Details for the conference call are as follows:

UK-Wide

+44 (0) 33 0551 0200

UK Toll Free

0808 109 0700

USA Toll Free

1 866 966 5335

Password: OCEAN OUTDOOR

For further information please contact:

Ocean Outdoor 020 7292 6161

Tim Bleakley, CEO

Susann Jerry, Head of Communications

Yellow Jersey PR 07747 788 221

Charles Goodwin, Annabel Atkins

oceanoutdoor@yellowjerseypr.com

Chief Executive's Review

Overview

The Group commenced 2021 in a much stronger position, both operationally and financially, due to the actions taken throughout 2020. We worked closely with landlords, reduced overheads, signed new banking facilities and improved efficiencies, whilst importantly continuing to invest in our network and readying ourselves for the recovery.

The first half of 2021 has certainly marked a turning point in the recovery for both Ocean and DOOH. Whilst lockdowns and restrictions remained at the start of the year, the ramping up of vaccination programmes led to a material improvement in demand for DOOH and a notable improvement in bookings for Ocean in April. The issuing of government roadmaps on the easing of lockdowns also helped to provide more certainty and gave brands greater confidence to commit to their campaign plans, with bookings growing consistently since the end of April.

In the UK, the reopening of non-essential retail marked a major milestone, with people returning to the environments where Ocean's network is interconnected, particularly the areas of premium retail and urban roadside. Westfield saw 1.2 million shoppers visit its London malls on their first weekend open in early May, whilst footfall across city centres has continued to rise with people returning to offices and enjoying leisure and hospitality once again. Whilst the Netherlands and Nordics have been running eight to ten weeks behind the UK in terms of removing all restrictions, a similar positive pattern is also unfolding, with retail fully reopened and roadside traffic approaching pre-pandemic levels.

Innovation has also continued at pace. Marking 10 years of our 'Art of Outdoor' proposition and the creation of inspirational new brand experiences, we have launched one of our most exciting products to date - DeepScreen(TM), which delivers the illusion of 3-D depth on our screens. DeepScreen(TM) is being rolled out across our large format, full motion portfolio in all territories, and its impact and awareness from the early brand campaigns has led to an exciting response from all stakeholders. DeepScreen(TM) is not only an innovative platform for clients, but offers accretive revenue for the Group, so we are encouraged by the reaction to date.

The Ocean Creative Competition is now an annual feature across the UK, the Netherlands and Nordics, which has been core to Ocean's marketing and positioning as a creative and technological leader in our medium. It was therefore a pleasure to work with Anomaly, who in June 2021 was awarded Silver in the outdoor category at the prestigious Cannes Lions International Festival of Creativity for its campaign for Ancestry(R). The creative was originally one of the winners of our 2020 competition. Custom creative continues to sit at the heart of our business.

Financial performance

Revenue rose by 11.2% to GBP40.6m during the first half of 2021. Due to ongoing significant lockdown restrictions continuing over the period, Q1 2021 experienced a similar performance to that of Q2 2020 with revenue of GBP14.7m. In Q2, while lockdowns and restrictions were lifted, revenue increased 196% to GBP25.9m (Q2 2020: GBP8.8m). Adjusted EBITDA (excluding IFRS16) fell by 7.1% to (GBP4.7m), primarily due to returning rents (driven by Covid rent savings) as well as lower margin in Sweden, which has some exposure to the transit environment. Management is applying new pricing and inventory packaging initiatives to the business in Sweden, which is expected to improve performance in H2 2021. Excluding the Nordics region, Group revenue increased by 18.0% and Adjusted EBITDA (excluding IFRS16) increased by 32.1% on H1 2020, a very positive indicator for those coming out of restrictions.

The Group's direct operating expenses (excluding IFRS16) increased by 18.5% as anticipated, given temporary Covid relief had reduced rents in Q2 2020. This increase was also driven by the Group investing in new locations as part of our medium to long term growth strategy.

Selling, general and administrative expenses (excluding IFRS16) were down 13.1% on H1 2020, which was driven by government support for costs associated with employment, as well the permanent cost saving measures taken during late 2020. During Q2 2021, the Group began to gear up for the recovery, bringing our people back across all our countries.

The unwinding of the Group's working capital is being managed responsibly with a continued focus on maximising our relationships with landlords and suppliers regarding our deferred payment plans. To this end, GBP7.5m of cash has been generated from working capital timings, net of unwinding deferred payment plans.

An additional GBP7.5 million of the Group's debt facility was drawn during the period to accommodate future payments of deferred rent. A total of GBP12.5m has been drawn to date, leaving GBP22.5m of the facility unutilised. The tenure of the facility has been extended and improved covenants have also been agreed.

Ocean UK

- Appointed outdoor media partner for the prestigious St James Quarter GBP1 billion regeneration project

   -     First exclusive digital content deal with BT Sport 
   -     Successful launch of new DeepScreen(TM) product 
   -     Launched sealed bid auction for COP26 screens 

There has been further positive momentum in terms of new contracts and partnerships since the start of 2021, which only adds to our optimism of being able to capitalise on the recovery. In early February, Ocean signed its first exclusive digital content deal with BT Sport, broadcasting next day match clips from UEFA's Champions League last 16 fixtures through to the Final in May 16. The coverage was played across screens in seven major UK cities, including London, Manchester, Birmingham and Edinburgh.

With Glasgow hosting the much-anticipated COP26 this November, Ocean commenced its sealed bid auction for the brands that want to be on the frontline of the climate emergency. Ocean created three networked opportunities in Scotland, providing cover across its premium large format assets in Glasgow and Edinburgh via 45 screens located on the key arterials and in city centre locations where COP26 will unfold, to allow brands to deliver impactful campaigns. As a result, forward bookings for this period are strong.

Activity in Scotland continued in the period with Ocean being appointed outdoor media partner for the prestigious St James Quarter GBP1 billion regeneration project in Edinburgh, a 1.7 million square foot urban location and global tourist destination which has recently opened. The 10-year DOOH advertising contract, with a lifetime value of GBP25 million, represents Ocean's first contract with global asset management company Nuveen, which part owns and developed the St James Quarter.

The period has also seen some incredible campaigns and live moments delivered through our network. The live streaming from Mars to the Piccadilly Lights was a technical and creative milestone as we watched NASA's Perseverance rover land on the red planet. As noted above, Ocean has also had an exciting response to the launch of DeepScreen (TM) and the recent activations on the Piccadilly Lights. Incredible illusions by Vodafone, IWC Schaffhausen, the British & Irish Lions, Deliveroo and PokerStars have been used as centrepieces for integrated campaigns. The product is available across eight prime digital screens in seven UK cities.

Gearing up to the Tokyo 2020 Olympics, our summer of sporting moments commenced with Ocean's ongoing partnership with The All England Lawn Tennis Club, showing Wimbledon tennis highlights on screens at Westfield London. Ocean also struck an agreement with ITV to run football match highlights of the Euro 2020 championships knockout stages on the Piccadilly Lights.

Ocean Netherlands

   -     Westfield Mall of the Netherlands officially launched in April 
   -     Won new roadside contracts and extended existing agreements 

Tighter restrictions have been retained for longer in the Netherlands, with the country running between eight to ten weeks behind the UK. During Q2 2021, the Dutch hospitality and restaurant industry reopened and economic activity is building with nearly 80% of the population currently vaccinated, whilst travel restrictions to and from the country have also recently eased.

At the start of April, Westfield Mall of the Netherlands officially launched and in its early months has already exceeded expectations in terms of audience figures and media revenue. Extending its shopping mall footprint, the Dutch business also added two contracts for two new large digital screens in Haarlem and Hilversum. It has also renewed key roadside contracts and won a new contract in Almere, which will see two new digital screens.

As part of its data and research strategy, Ocean Netherlands signed a strategic partnership with the data insights provider, Precisely, delivering a new solution incorporating mobile trace data to measure reach and determine the profile of audiences. Launching in October, the solution will significantly increase insights for advertisers in segmented reach per screen and will also provide near real time audience data.

In June, Ocean Netherlands staged its first edition of the Digital Creative Competition, mirroring the event which has run for the past 10 years in the UK. The competition had both a live and augmented reality event held in Amsterdam's museum district, with a record number of entries for an inaugural competition from Dutch clients, brands and agencies - a phenomenal number for its first competition and a reflection of the importance of DOOH in the territory.

Ocean Nordics and Germany

   -     New shopping mall contracts won across Sweden 
   -     Media contract for Helsingborg Central Station, Sweden 
   -     Danske contract covering 39 event areas across 18 malls in Denmark 
   -     Installation of 133 new digital screens across 41 shopping malls in Norway 

Whilst Sweden has remained open throughout the pandemic period, across the rest of the Nordic region, most restrictions were lifted by late spring and recoveries are now underway.

Operationally, the Nordics' senior management has continued to bring the countries closer together and enhance the network proposition and ultimately drive greater revenues. To enable this to happen, all the Nordic territories are now operating on the same systems, allowing us to sell campaigns that can be run across the entire region.

In Sweden, we have expanded our retail footprint with three related media contract wins, which included an agreement with Point Properties for nine malls that collectively attract 7 million visitors each year, a contract with Skandia Fastigheter to install a 300 square metres banner at its Mörby Centrum mall, which is situated north of Stockholm, and a contract with Centrumkanalen for screens in 23 supermarkets, which complements Ocean's existing mall and grocery channels in Sweden. Ocean has also won the media contract for Helsingborg Central Station, one of the largest stations in southern Sweden, which also connects bus and ferry routes. A large screen has already been installed at the station entrance, whilst the internal screens are being upgraded.

In Denmark, Ocean has extended its association with shopping centre owner DEAS, with the award of a contract covering 39 event areas across 18 malls, for exclusive experiential rights. This follows an agreement in 2020 for the installation of 381 new screens across Danske's portfolio of malls.

Over the past 12 months, a significant project has been underway in Norway to upgrade the inventory across 41 shopping malls, which includes Ocean's contract with Alti covering 23 malls won in 2020. Previously only 5% of this portfolio was digital, but the installation of 133 screens has seen this rise to 24%. Norway has also gone live with its Oslo Central bus station contract with the launch of 28 state of the art digital screens.

There has been further progress in Finland with media contracts won for two malls in Helsinki and Lund. The Group has also developed a multi country sales strategy to maximise its market position with Unibail-Rodamco-Westfield and the inclusion of the 15 shopping malls Ocean operates across Germany.

Collectively, whilst the Nordics has been a more difficult geography for the Group during the period due to Covid, these contracts and the investment made gives us confidence that we are well-placed to benefit as restrictions fall away and economies recover.

H2 2021 current trading and outlook

The positive momentum has continued into the second half of the year with strong sales and campaign activity across the network, which is aligned with the further improvement in the overall economic outlook.

As announced today, Unibail-Rodamco-Westfield has appointed Ocean as its strategic media partner for Westfield Fisketorvet, Copenhagen's premium shopping, dining and leisure destination. The agreement is a seven-year contract with a lifetime value of GBP7 million. The agreement sees Ocean develop a network of 25 digital screens and a new, large double-sided screen. The deal also makes Ocean the number one operator of DOOH in shopping centres in Denmark, providing cover in 31 malls.

In the UK, Ocean has been appointed as the exclusive outdoor media partner for Canary Wharf Group, a long-term DOOH advertising contract with a lifetime value of GBP30 million. Regarded as one of Europe's most prestigious DOOH locations, Canary Wharf offers an exceptional media opportunity, di stributed across 16.5million square feet of prime retail, office, residential and leisure space . The new contract brings improved terms and better economics.

Moreover, our partnership with Team GB and the streaming of Tokyo 2020 Olympics highlights across our UK portfolio was a great success. The centrepiece was an official Team GB fan zone, located at Westfield London, which also accommodated two Team GB worldwide and official partners and two global Olympics partners that included Toyota, Bridgestone, Birds Eye and SEGA. Covering 1,633 square metres, this was the biggest experiential build to date by Ocean Labs.

In terms of the outlook, consumer confidence is high, with UK retail sales volumes surpassing pre-pandemic levels and 4% higher in July 2021 compared to July 2019. Road traffic has also continued to increase, playing into the hands of our roadside network in premium locations. UK traffic levels were recently at 90% compared to August 2019, whilst in the Nordics, roadside traffic levels are ranging from 86% to 93% of pre-pandemic levels and in the Netherlands levels have reached 83%.

Whilst we remain conscious of Covid related risks, business and consumer confidence continues to improve, with major advertisers returning fast and a greater emphasis being placed on digital out of home. The strength of our proposition has never been better in terms of the speed and capability of our network and the prime audience locations where our screens reside. Our ability to deliver memorable high impact campaigns to mass audiences as they start to spend more time out of home and brands look to tap into these moments of human elation has never been more valuable. As such, we are in pole position for the recovery.

Tim Bleakley

Chief Executive Officer

Analysis using financial key performance indicators

Directors and managers assess performance using performance indicators at a Group level. The Group's key performance indicators (KPI) are Billings, Revenue and Adjusted Earnings Before Interest, Tax, Depreciation and Amortisation excluding one off items (Adjusted EBITDA). This is generated from the companies within the Group.

Principal Risk and Uncertainties

The main risks and uncertainties identified by the Group remain consistent with those identified in the Financial report for the year ended 31 December 2021.

Going Concern

The Directors have, at the time of approving the condensed consolidated financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of the condensed consolidated financial statements.

The Director's assessment has considered the Group's current financial position, reviewed its budgets and forecasts, ascertained the principal risks and uncertainties (including the impact of COVID-19) and looked at loan facilities available to the Group.

Whilst acknowledging there is some uncertainty regarding the future impacts of COVID-19, the economic outlook is continuously improving, and the Directors are satisfied the Group remains well placed to manage its business risks successfully. Accordingly, the condensed consolidated financial statements continue to be prepared on a going concern basis.

Forward Looking Statement

This report contains certain forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated. The terms 'expect', 'should be', 'will be' and similar expressions (or their negative) identify forward looking statements. Factors which may cause future outcomes to differ from those foreseen in forward looking statements include, but are not limited to: general economic conditions and business conditions in Ocean's market; the actions of competitors; legislative, fiscal & regulatory developments and the impact of technological change.

Past performance should not be taken as an indication of guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. These forward-looking statements speak only as of the date of this report and are based on numerous assumptions regarding Ocean's present and future business strategies and the environment in which Ocean will operate in the future. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this document to reflect any change in the Group's expectations or any change in events, conditions or circumstances on which any such statement is based after the date of this announcement or to update or keep current any other information contained in this interim report.

Nothing in this report should be construed as a profit forecast. All persons, wherever located, should consult any additional disclosures that Ocean may make in any regulatory announcements or documents which it publishes. This announcement does not constitute an invitation to underwrite, subscribe for or otherwise acquire of dispose of any Ocean shares, in the UK, or in the US, or under the US Securities Act 1933 or in any other jurisdiction.

Condensed Interim Financial Statements

The information presented has not been subjected to audit, review or other assurance procedures by an auditor.

Board of Directors

The Directors of Ocean Outdoor Limited as at 14 September 2021 are:

Andrew Barron

Tim Bleakley

Aryeh Bourkoff

Sangeeta Desai

Thomas Ebeling

Stephen Joseph

Robert Marcus

Thomas Smith

Martin Söderström

Responsibility Statement

We confirm that to the best of our knowledge:

a) The Condensed Interim Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union, and give a true and fair view of the assets, liabilities, financial position and loss of the Group; and

   b)   This report includes a fair review of the following information as required by: 

I. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year, and their impact on the Condensed set of Consolidated Financial statements and a description of the principal risks and uncertainties for the remaining six months of the year; and

II. DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group in that period: and any changes in the related party transactions described in the last annual report that could have a material effect on the financial position or performance of the Group in the current period.

By order of the Board

Tim Bleakley

Chief Executive Officer

Ocean Outdoor Limited

Unaudited condensed statement of profit or loss and other comprehensive income

for the 6 months ended 30 June 2021

 
                                            Note    H1 2021    H1 2020 
                                                    GBP'000    GBP'000 
 
 Revenue                                       3     40,554     36,471 
 
 Cost of sales                                     (34,548)   (29,842) 
                                                    _______    _______ 
 
 Gross profit                                         6,006      6,629 
 
 Administrative and other expenses                 (25,858)   (30,011) 
                                                    _______    _______ 
 
 Loss from operations                              (19,852)   (23,382) 
 
 Finance expense                               4    (4,776)    (6,077) 
 Finance income                                          10          7 
 Share of post-tax loss of equity 
  accounted associates                                (133)       (17) 
                                                    _______    _______ 
 
 Loss before tax                                   (24,751)   (29,469) 
 
 Tax credit / (expense)                               2,585    (1,422) 
                                                    _______    _______ 
 
 Net loss                                          (22,166)   (30,891) 
                                                    _______    _______ 
 
 Other comprehensive income 
 
 Items which will or may be reclassified 
  to profit or loss: 
 Exchange gain on translation of 
  foreign operations                                    973        597 
                                                    _______    _______ 
 
 Total comprehensive loss                          (21,193)   (30,294) 
                                                    _______    _______ 
 
 
 
 Loss for the period attributable 
  to: 
 Shareholders of the parent                    (22,166)   (30,891) 
                                                _______    _______ 
 
 Total comprehensive loss attributable 
  to: 
 Shareholders of the parent                    (21,193)   (30,294) 
                                                _______    _______ 
 
 Earnings per share 
 Basic earnings per share (pence)         15     (0.41)     (0.58) 
                                                _______    _______ 
 
 Diluted earnings per share (pence)       15     (0.41)     (0.58) 
                                                _______    _______ 
 

Ocean Outdoor Limited

Unaudited condensed statement of financial position

As at 30 June 2021

 
 
 Company number: 1935255                             Note     30/06/2021     31/12/2020 
 Assets                                                          GBP'000        GBP'000 
 Non-current assets 
 Property, plant and equipment 
 
   *    Site assets, equipment and motor vehicles       6         41,154         42,860 
 
   *    Right of use asset                              6        170,004        182,471 
 Intangible assets                                      7        190,200        202,261 
 Investment in associate                                           5,070          5,203 
                                                                 _______        _______ 
 
                                                                 406,428        432,795 
                                                                 _______        _______ 
 Current assets 
 Trade and other receivables                            9         37,895         39,289 
 Cash and cash equivalents                                        29,768         30,030 
                                                                 _______        _______ 
 
                                                                  67,663         69,319 
                                                                 _______        _______ 
 
 Total assets                                                    474,091        502,114 
                                                                 _______        _______ 
 
 Current liabilities 
 Trade and other payables                              10         58,387         63,983 
 Lease liability                                       11         44,657         36,954 
 Tax payable                                                       2,994          4,259 
                                                                 _______        _______ 
 
                                                                 106,038        105,196 
                                                                 _______        _______ 
 
 Non-current liabilities 
 Bank loan                                                        12,442          4,949 
 Other payables                                        10          1,109          1,280 
 Lease liability                                       11        148,332        161,012 
 Deferred tax liability                                12         31,060         33,677 
                                                                 _______        _______ 
 
 Total liabilities                                               298,981        306,114 
                                                                 _______        _______ 
 
 NET ASSETS                                                      175,110        196,000 
                                                                 _______        _______ 
 
   Equity 
 Founder Preferred Share Capital                       14          3,257          3,909 
 Treasury shares                                       14        (2,417)        (2,417) 
 Share Premium                                         14        377,853        376,898 
 Foreign exchange reserve                              16          1,914            941 
 Retained deficit                                      16      (205,497)      (183,331) 
                                                                 _______        _______ 
 
 TOTAL EQUITY                                                    175,110        196,000 
                                                                 _______        _______ 
 

Ocean Outdoor Limited

Unaudited condensed statement of changes in equity

As at 30 June 2021

 
                                   Ordinary               Ordinary          Founder     Foreign 
                                      Share    Treasury      Share        Preferred    exchange    Retained      Total 
                                    capital      shares    premium    Share Capital     reserve    earnings     equity 
                                    GBP'000     GBP'000    GBP'000          GBP'000     GBP'000     GBP'000    GBP'000 
 
 Balance at 01 January 2021               -     (2,417)    376,898            3,909         941   (183,331)    196,000 
 
 Conversion of Founder 
  preferred 
  to ordinary shares                      -           -        652            (652)           -           -          - 
 Share issue                              -           -        303                -           -           -        303 
 
 Comprehensive income for the 
  period 
 Loss for the period                      -           -          -                -           -    (22,166)   (22,166) 
 Exchange differences on 
  translating 
  foreign operations                      -           -          -                -         973           -        973 
                                     ______      ______     ______           ______      ______      ______     ______ 
 
 Balance at 30 June 2021                  -     (2,417)    377,853            3,257       1,914   (205,497)    175,110 
                                     ______      ______     ______           ______      ______      ______     ______ 
 
 
 
 Balance at 01 January 2020               -     (2,417)    376,246            4,561       (530)     (3,826)    374,034 
 
 Conversion of Founder 
  preferred 
  to ordinary shares                      -           -        652            (652)           -           -          - 
 
 Comprehensive income for the 
  period 
 Loss for the period                      -           -          -                -           -    (30,891)   (30,891) 
 Other comprehensive income               -           -          -                -         597           -        597 
                                     ______      ______     ______           ______      ______      ______     ______ 
 
 Balance at 30 June 2020                  -     (2,417)    376,898            3,909          67    (34,717)    343,740 
                                     ______      ______     ______           ______      ______      ______     ______ 
 
 
 
 

Ocean Outdoor Limited

Unaudited condensed statement of cash flows

for the 6 months ended 30 June 2021

 
                                             Note 
                                                     H1 2021    H1 2020 
                                                     GBP'000    GBP'000 
 Cash flows from operating activities 
 Loss for the period                                (22,166)   (30,891) 
 Adjustments for: 
 Depreciation of property, plant and 
  equipment                                     6      4,817      4,990 
 Depreciation on right of use asset             6     16,412     15,835 
 Amortisation of intangible fixed assets        7     12,384     12,384 
 Profit on disposal of tangible fixed                   (33)          - 
  assets 
 Profit on termination of IFRS16 leases                  (7)          - 
 Finance income                                         (10)        (7) 
 Finance expense                                       4,776      6,077 
 Share of loss of associated companies                   133          - 
 Rent concessions                                    (1,896)          - 
                                                     _______    _______ 
 
                                                      14,410      8,388 
 
 Decrease / (increase) in trade and 
  other receivables                                    1,394     22,522 
 (Decrease) / increase in trade and 
  other payables                                       1,034    (8,667) 
 Decrease in deferred tax provision                  (2,617)        308 
                                                     _______    _______ 
 
 Cash generated from operations                       14,221     22,551 
 
 Other taxation and social security 
  paid                                               (1,265)    (4,810) 
                                                     _______    _______ 
 
 Net cash flows from operating activities             12,956     17,741 
                                                     _______    _______ 
 Investing activities 
 Acquisition of subsidiaries, net of 
  cash acquired                                            -      (479) 
 Contingent consideration settlement                 (5,690)      (401) 
 Purchases of site assets, equipment 
  and motor vehicles                            6    (3,738)    (3,777) 
 Proceeds from sale of tangible fixed                     33          - 
  assets 
 Interest received                                        10          7 
                                                     _______    _______ 
 
 Net cash used in investing activities               (9,385)    (4,650) 
                                                     _______    _______ 
 Financing activities 
 Proceeds from borrowings                              7,500      5,000 
 Interest paid on lease liabilities                  (4,563)    (5,213) 
 Interest paid                                         (213)       (57) 
 Principal paid on lease liabilities                 (6,860)    (4,098) 
 Share issuance                                          303          - 
                                                     _______    _______ 
 
 Net cash used in financing activities               (3,833)    (4,368) 
                                                     _______    _______ 
 
 Net increase / (decrease) in cash 
  and cash equivalents                                 (262)      8,723 
 
 Cash and cash equivalents at beginning 
  of year                                             30,030     26,917 
                                                     _______    _______ 
 
 Cash and cash equivalents at end of 
  year                                                29,768     35,640 
                                                     _______    _______ 
 

Ocean Outdoor Limited

Notes to the interim condensed consolidated financial statements

 
 1   Reporting entity 
 

Ocean Outdoor Limited (the "Company") is registered in the British Virgin Islands and quoted on the London Stock Exchange. The registered office is Kingston Chambers, PO Box 173, Road Town, British Virgin Islands. These unaudited condensed consolidated interim financial statements ("interim financial statements") as at and for the six months ended 30 June 2021 comprise the Company and its subsidiaries (together referred to as the "Group"). The principal activity of the Group in the period under review was that of the development and sale of Out Of Home (OOH) media.

These interim financial statements were authorised for issue by the board of directors on 14 September 2021.

 
 2   Basis of preparation and changes to the Group's accounting policies 
 
 
 2.1   Basis of preparation 
 

These interim financial statements have been prepared in accordance with IAS 34 "Interim Financial Reporting"

The interim financial statements do not include all of the information required for a complete set of IFRS financial statements and should be read in conjunction with the Group's last annual financial statements as at and for the period ended 31 December 2020 ("last annual financial statements") and any public announcements made by Ocean Outdoor Limited during the interim reporting period.

Amounts are rounded to the nearest thousand, unless otherwise stated.

 
 2.2   Accounting policies 
 

The accounting policies adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended 31 December 2020.

The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet effective that has materially impacted these interim financial statements.

 
 2.3   Critical accounting judgements and key sources of estimation uncertainty 
 

When preparing the interim financial statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management.

The judgements, estimates and assumptions applied in the interim financial statements, including the key sources of estimation uncertainty, were the same as those applied in the Group's last annual financial statements for the year ended 31 December 2020.

 
 2.4   Going concern 
 

The Directors have, at the time of approving the condensed consolidated financial statements, a reasonable expectation that the Company has adequate resources to continue in operational existence for a period of 12 months from the date of approval of the condensed consolidated financial statements.

The Director's assessment has considered the Group's current financial position, reviewed its budgets and forecasts, ascertained the principal risks and uncertainties (including the impact of COVID-19) and looked at loan facilities available to the Group.

Whilst acknowledging there is some uncertainty regarding the future impacts of COVID-19, the economic outlook is continuously improving, and the Directors are satisfied the Group remains well placed to manage its business risks successfully. Accordingly, the condensed consolidated financial statements continue to be prepared on a going concern basis.

 
 3   Revenue and segmental information 
 

The Board considers the group to operate in three distinct markets: The United Kingdom, The Netherlands and The Nordics. Accordingly, the group has been treated as three operational segments for H1 21 and the results of the group presented in the condensed consolidated financial statements are disaggregated accordingly. This judgement is consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision maker has been identified as the board of directors. Each operational segment provides DOOH services to their local market.

The table below splits the segments based on statutory reporting metrics:

 
 
                                                     H1 2021     H1 2020 
                                                     GBP'000     GBP'000 
 
 Provision of advertising space - United 
  Kingdom                                             18,451      15,199 
 Provision of advertising space - Netherlands          8,260       7,432 
 Provision of advertising space - Nordics             13,843      13,840 
                                                     _______     _______ 
 
                                                      40,554      36,471 
                                                     _______     _______ 
 
                           UK Group    Netherlands   Nordics     Total 
 H1 2021                    GBP'000        GBP'000   GBP'000   GBP'000 
 
 
 Revenue                     18,451          8,260    13,843    40,554 
 Interest                     2,683          1,183       910     4,776 
 Depreciation and 
  amortisation               22,545          5,016     6,052    33,613 
 Loss for the period         18,040          1,198     2,928    22,166 
 Total assets               325,445         67,508    81,138   474,091 
 Total liabilities          182,662         59,593    56,726   298,981 
                            _______        _______   _______   _______ 
 
 
 
                                  UK Group   Netherlands   Nordics     Total 
 H1 2020                           GBP'000       GBP'000   GBP'000   GBP'000 
 
 
 Revenue                            15,199         7,432    13,840    36,471 
 Interest                            3,908         1,219       950     6,077 
 Depreciation and amortisation      22,215         4,706     6,309    33,230 
 Loss for the period                26,874         1,846     2,171    30,891 
 Total assets                      518,369        65,543    75,209   659,121 
 Total liabilities                 212,654        59,716    47,888   320,258 
                                   _______       _______   _______   _______ 
 
 
 4    Finance expense 
                                                   H1 2021   H1 2020 
                                                   GBP'000   GBP'000 
 
  Interest payable under IFRS16 leases               4,563     5,213 
  Interest payable on unwinding discounted 
   balances                                              -       807 
  Other interest payable                               213        57 
                                                   _______   _______ 
 
  Total finance expense                              4,776     6,077 
                                                   _______   _______ 
 
 
 5   Seasonality 
 

In accordance with IAS 34, management has concluded that the Group is not a 'highly seasonal' business. Group revenues and operating profits are however not generated evenly throughout the year, especially in light of the impact COVID-19 has had on the Group. Advertisers allocate their marketing spend based on the ability to maximise the impact on their target consumers, which is derived on events and specific dates at their discretion. As such, there is an element of seasonality within the industry, but this is not consistent year on year. Consequently, the half year results as of 30 June 2021 are not necessarily representative of the expected 2021 full year results. This explanation is provided to allow for a better understanding of the results.

 
 6   Property, plant and equipment 
 
 
 
                                    Site                  Motor 
                                  assets   Equipment   vehicles     Total 
                                 GBP'000     GBP'000    GBP'000   GBP'000 
  Cost or valuation 
 
  At 1 January 2021               60,481       2,019        161    62,661 
  Additions                        3,725          11          2     3,738 
  Disposals                         (50)           -       (61)     (111) 
  Foreign exchange difference      (916)        (36)        (5)     (957) 
                                 _______     _______    _______   _______ 
 
  At 30 June 2021                 63,240       1,994         97    65,331 
                                 _______     _______    _______   _______ 
 
 
 
                                    Site                  Motor 
                                  assets   Equipment   vehicles     Total 
                                 GBP'000     GBP'000    GBP'000   GBP'000 
  Accumulated depreciation 
   and impairment 
 
  At 1 January 2021               19,121         596         84    19,801 
  Charge in the period             4,597         207         13     4,817 
  Disposals                         (50)           -       (61)     (111) 
  Foreign exchange difference      (320)        (10)          -     (330) 
                                 _______     _______    _______   _______ 
 
  At 30 June 2021                 23,348         793         36    24,177 
                                 _______     _______    _______   _______ 
 
 
                            Site                  Motor 
                          assets   Equipment   vehicles     Total 
                         GBP'000     GBP'000    GBP'000   GBP'000 
  Net Book Value 
 
  At 30 June 2021         39,892       1,201         61    41,154 
                         _______     _______    _______   _______ 
 
  At 31 December 2020     41,360       1,423         77    42,860 
                         _______     _______    _______   _______ 
 
 
                                               Right of 
                                              use asset 
                                                GBP'000 
  Cost 
 
  At 1 January 2021                             280,417 
  Additions                                       6,353 
  Effect of modification to lease term            2,216 
  Disposals                                       (287) 
  FX variance                                   (5,650) 
                                                _______ 
 
  At 30 June 2021                               283,049 
                                                _______ 
  Accumulated depreciation 
 
  At 1 January 2021                              97,946 
  Charge in the period                           16,412 
  Disposals                                       (205) 
  FX variance                                   (1,108) 
                                                _______ 
 
  At 30 June 2021                               113,045 
                                                _______ 
 
 
  Net Book Value 
 
  At 30 June 2021           170,004 
                            _______ 
 
  At 31 December 2020       182,471 
                            _______ 
 
 
 7    Intangible assets 
                                               Acquired 
                                                 rights 
                                       over advertising 
                              Brand               sites     Goodwill     Total 
                            GBP'000             GBP'000      GBP'000   GBP'000 
      Cost or valuation 
 
  1 January 2021              6,725             210,452      173,292   390,469 
  FX variance                     -                 177          146       323 
                            _______             _______      _______   _______ 
 
  At 30 June 2021             6,725             210,629      173,438   390,792 
                            _______             _______      _______   _______ 
 
 
 
                                                   Acquired 
                                                     rights 
                                           over advertising 
                                  Brand               sites     Goodwill     Total 
                                GBP'000             GBP'000      GBP'000   GBP'000 
  Accumulated amortisation 
   and impairment 
 
  At 1 January 2021               1,846              52,912      133,450   188,208 
  Charge in the period              336              12,048            -    12,384 
                                _______             _______      _______   _______ 
 
  At 30 June 2021                 2,182              64,960      133,450   200,592 
                                _______             _______      _______   _______ 
 
 
                                              Acquired 
                                                rights 
                                      over advertising 
                             Brand               sites     Goodwill     Total 
                           GBP'000             GBP'000      GBP'000   GBP'000 
  Net Book Value 
 
  At 30 June 2021            4,543             145,669       39,988   190,200 
                           _______             _______      _______   _______ 
 
  At 31 December 2020        4,879             157,540       39,842   202,261 
                           _______             _______      _______   _______ 
 
 
 8   Subsidiaries, investments and business combinations 
 

The principal subsidiaries and associates of the Group which have been included in these condensed consolidated financial statements, are as follows:

 
 
  Name                             Country of                   Nature of business     Ownership     Ownership 
                                    incorporation                                     30/06/2021    31/12/2020 
                                    and principal 
                                    place of business 
  Subsidiary companies 
 
  Ocean Jersey Topco Limited       Jersey                       Holding co.                 100%          100% 
  SCP Acquisition Bidco Limited 
   (1)                             England & Wales              Holding co.                 100%          100% 
  Ocean Bidco Limited (1)          England & Wales              Holding co.                 100%          100% 
  Ocean Outdoor UK Limited         England & 
   (1)                              Wales                     OOH Media Owner               100%          100% 
  Signature Outdoor Limited        England & 
   (1)                              Wales                     OOH Media Owner               100%          100% 
  Mediaco Outdoor Limited          England & 
   (1)                              Wales                     OOH Media Owner               100%          100% 
  Forrest Outdoor Media Limited 
   (1)                             Scotland                   OOH Media Owner               100%          100% 
  Ocean Brands Limited (1)         Scotland                 Dormant subsidiary               68%           68% 
  Ngage Media B.V (1)              Netherlands                OOH Media Owner               100%          100% 
  Ocean Outdoor Nederland 
   B.V (1)                         Netherlands                OOH Media Owner               100%          100% 
  DKTD Media B.V (1)               Netherlands                OOH Media Owner               100%          100% 
  Ocean Outdoor Nordics AB 
   (1)                             Sweden                       Holding co.                 100%          100% 
  Ocean Outdoor Sweden AB 
   (1)                             Sweden                       Holding co.                 100%          100% 
  Global Agencies Stockholm 
   AB (1)                          Sweden                     OOH Media Owner               100%          100% 
  Ocean Outdoor Denmark A/S 
   (1)                             Denmark                    OOH Media Owner               100%          100% 
  Ocean Outdoor Finland Oy 
   (1)                             Finland                    OOH Media Owner               100%          100% 
  Gudfar & Son AB (1)              Sweden                     OOH Media Owner               100%          100% 
  Ocean Outdoor Germany GmbH 
   (1)                             Germany                    OOH Media Owner               100%          100% 
  AdCityMedia AB (1)               Sweden                     OOH Media Owner             99.41%        97.46% 
  GM-Gruppen Moving Message 
   AB (1)                          Sweden                     OOH Media Owner             99.41%        97.46% 
  Ocean Outdoor Norway A/S 
   (1)                             Norway                     OOH Media Owner             99.41%        97.46% 
  All in Media Sverige AB 
   (1)                             Sweden                     OOH Media Owner             99.41%        97.46% 
  ACM AB (1)                       Sweden                     OOH Media Owner             99.41%        97.46% 
 
  Associate companies 
 
  Visual Art Sweden AB             Sweden                       Holding co.               49.99%        49.99% 
  Visual Art International 
   Holding AB                      Sweden                     OOH Media Owner             49.99%        49.99% 
  Visual Art Germany GmbH          Germany                    OOH Media Owner             49.99%        47.49% 
  Visual Art USA Inc.              USA                        OOH Media Owner             49.99%        49.99% 
  Visual Art Norway AS             Norway                     OOH Media Owner             49.99%        49.99% 
 
 
 

(1) The shares held in these entities are held indirectly.

 
 9   Trade and other receivables 
 
 
                          2021       2020 
                       GBP'000    GBP'000 
 
 Trade receivables      32,931     33,298 
 Prepayments             4,964      5,991 
                      ________   ________ 
 
                        37,895     39,289 
                      ________   ________ 
 
 
 10   Trade and other payables 
 
 
                                            2021      2020 
                                         GBP'000   GBP'000 
       Due within one year: 
 
       Trade payables                     21,496    23,978 
       Other payables                      1,596    11,824 
       Accrued consideration                 148       148 
       Contingent consideration              386         - 
       Deferred income                     3,593     2,100 
       Accruals                           31,168    25,933 
                                         _______   _______ 
 
                                          58,387    63,983 
                                         _______   _______ 
        Due after more than one year: 
 
        Other payables                     1,109       875 
        Contingent consideration               -       405 
                                         _______   _______ 
 
                                           1,109     1,280 
                                         _______   _______ 
 
 
 11     Lease liability 
                                         Lease Liability 
                                                 GBP'000 
 
         As at 1 January 2021                    197,966 
         Additions 
 
           *    Lease additions                    6,353 
 
           *    Lease modifications                2,216 
         Disposals                                  (89) 
         Finance expense                           4,563 
         Concessions                             (1,896) 
         Foreign exchange difference             (4,701) 
         Payments                               (11,423) 
                                                ________ 
 
         As at 30 June 2021                      192,989 
                                                ________ 
 
         Current liability                        44,657 
         Non-current liability                   148,332 
                                                ________ 
 
                                                 192,989 
                                                ________ 
 
 
 
 
 12                                           Deferred tax 
                                                                           Charge 
                                                                       / (credit) 
                                                                        to profit 
                                                  Asset   Liability       or loss 
                                                GBP'000     GBP'000       GBP'000 
 
  At 1 January 2021                                   -      33,677             - 
 
  Reversal of temporary timing differences 
   on business combinations                           -     (2,617)       (2,617) 
  Reversal of temporary timing differences            -           -             - 
   on fixed asset and other differences 
                                                _______     _______       _______ 
 
  At 30 June 2021                                     -      31,060       (2,617) 
                                                _______     _______       _______ 
 
 
 
 13   Notes to the cashflow 
 

The cashflow statement format is consistent with that presented at 31 December 2020. During period the significant non-cash transactions that affected the cashflow were as follows:

 
                                                                   H1 2021   H1 2020 
                                                                   GBP'000   GBP'000 
 
          Interest payable on contingent consideration                   -       807 
          Exchange rate variances                                    1,110     6,226 
          IFRS16 right of use asset additions and modifications      8,569    36,455 
          IFRS16 right of use liability recognised                   8,569    36,455 
          IFRS16 interest payable                                    4,563     5,213 
                                                                   _______   _______ 
 
 
 14   Share capital 
 

The movement in shares of the Company in the period are as follows:

 
        Founder Preferred Shares, no par        2021       2021       2020       2020 
         value 
                                              Number    GBP'000     Number    GBP'000 
 
        Balance at beginning of period       525,000      3,909    612,500      4,561 
        Ordinary share conversion           (87,500)      (652)   (87,500)      (652) 
                                             _______   ________    _______   ________ 
 
        Balance at end of period             437,500      3,257    525,000      3,909 
                                             _______   ________    _______   ________ 
 
 
        Ordinary Shares, no par value               2021       2021         2020       2020 
                                                  Number    GBP'000       Number    GBP'000 
 
        Balance at beginning of period        54,095,844    376,898   54,008,344    376,246 
        Founder Preferred Share conversion        87,500        652       87,500        652 
        Issued during the period                  56,109        303            -          - 
                                                 _______   ________      _______   ________ 
 
        Balance at end of period              54,239,453    377,853   54,095,844    376,898 
                                                 _______   ________      _______   ________ 
 

On 6 January 2021, a tranche of 87,500 Founder Preferred Shares were re-designated as Ordinary Shares on a one for one basis.

On 3 June 2021, 56,109 Ordinary Shares were issued to non-executive Directors and advisors of the company in exchange for services to the Group, in accordance with their service agreements.

Included in the above Ordinary Share numbers are Treasury Shares bought back by the company and held in treasury as follows:

 
        Treasury Shares                              2021       2021      2020       2020 
                                                   Number    GBP'000    Number    GBP'000 
 
        Balance at beginning and end of period    396,730      2,417   396,730      2,417 
                                                  _______   ________   _______   ________ 
 
 
 15   Earnings per share 
 
 
                                                  H1 2021               H1 2020 
                                                  GBP'000               GBP'000 
  Numerator 
 
  Earnings used in basic and diluted EPS                    (22,166)   (30,891) 
                                                             _______    _______ 
 
  Denominator                                                   '000       '000 
 
  Weighted average number of shares used in basic EPS         53,793     53,251 
                                                             _______    _______ 
 
  Weighted average number of shares used in diluted EPS       53,793     53,251 
                                                             _______    _______ 
 
  Basic EPS (pence)                                          (0.41)p    (0.58)p 
                                                             _______    _______ 
 
  Diluted EPS (pence)                                        (0.41)p    (0.58)p 
                                                             _______    _______ 
 
 
 
 16   Reserves 
 

The following describes the nature and purpose of each reserve within equity:

 
   Reserve                    Description and purpose 
 
   Treasury share reserve     Amount paid by the company to purchase 
                               its own shares. 
   Share premium              Amount subscribed for share capital in 
                               excess of nominal value. 
   Retained earnings          All other net gains and losses and transactions 
                               with owners (e.g. dividends) not recognised 
                               elsewhere. 
   Foreign exchange reserve   Foreign exchange gains and losses on translation 
                               of subsidiary undertakings into the presentational 
                               currency of the Group. 
 
 
 17   Related party transactions 
 

During the period the Company issued the following Shares to directors of the Company:

 
          2021                              Founder 
                               Ordinary   Preferred 
                                 Shares      Shares 
                                 Number      Number 
 
          Andrew Barron          18,375    (18,375) 
          Aryeh B. Bourkoff      49,875    (49,875) 
                                _______     _______ 
 
                                 68,250    (68,250) 
                                _______     _______ 
 
 
          2020                              Founder 
                               Ordinary   Preferred 
                                 Shares      Shares 
                                 Number      Number 
 
          Andrew Barron          18,375    (18,375) 
          Aryeh B. Bourkoff      49,875    (49,875) 
                                _______     _______ 
 
                                 68,250    (68,250) 
                                _______     _______ 
 

The basis and nature of other transactions between the Group and the Directors of the company did not change significantly. The fees paid to Directors were GBP444,000 (H1 2020: GBP302,000) for the half year ended 30 June 2021.

 
 18   Events after the reporting date 
 

Subsequent to the period end a management long term incentive plan (MIP), details of which were announced to the market on 21 May 2021, was issued. Under the scheme executive Directors and senior management of the Group will receive remuneration based on share price and EBITDA targets.

Appendix

The following pages present unaudited financial information for entities owned by the Group as at 30 June 2021. This allows analysis and assessment of the underlying performance by operating segment.

H1 2021 and H1 2020 financials are provided for comparison. The financials are presented including IFRS16 accounting standard which came in to effect 1 January 2019. Also presented are the H1 2021 and H1 2020 financials under the previous accounting standard.

There is also a reconciliation of profit / loss from operations to Adjusted EBITDA.

In previous financial reporting the group referred to proforma numbers in order to removed acquisition dates from the financials in order to allow ease of comparison. The need to proforma the numbers is no longer required.

 
 
    Ocean Group                                                26 
  Reconciliation of Ocean Group Adjusted EBITDA including 
   IFRS16 to Ocean Group Adjusted EBITDA excluding IFRS16      27 
 
  Ocean Outdoor Limited and UK operating subsidiaries          28 
  Ocean Netherlands                                            29 
  Ocean Nordics                                                30 
 

Ocean Outdoor Limited and subsidiaries

The results below present all Group subsidiaries including IFRS16 and excluding IFRS16.

 
                                                                Excl.      Excl. 
                                         IFRS16     IFRS16     IFRS16     IFRS16 
                                        H1 2021    H1 2020    H1 2021    H1 2020 
                                        GBP'000    GBP'000    GBP'000    GBP'000 
 
 Billings                                48,383     44,348     48,383     44,348 
                                        _______    _______    _______    _______ 
 
 Revenue                                 40,554     36,471     40,554     36,471 
 
 Cost of sales                         (34,548)   (29,842)   (37,757)   (31,857) 
                                        _______    _______    _______    _______ 
 
 Gross profit                             6,006      6,629      2,797      4,614 
 
 Administrative and other expenses     (25,858)   (30,011)   (26,314)   (30,291) 
                                        _______    _______    _______    _______ 
 
 Loss from operations                  (19,852)   (23,382)   (23,517)   (25,677) 
 
 Loss from fixed asset investments        (133)       (17)      (133)       (17) 
 Finance expense                        (4,776)    (6,077)      (214)      (863) 
 Finance income                              10          7         10          7 
                                        _______    _______    _______    _______ 
 
 Loss before tax                       (24,751)   (29,469)   (23,854)   (26,550) 
 
 Tax credit / (expense)                   2,585    (1,422)      2,585    (1,422) 
                                        _______    _______    _______    _______ 
 
 Net loss                              (22,166)   (30,891)   (21,269)   (27,972) 
                                        _______    _______    _______    _______ 
 
 
                                                              Excl.      Excl. 
                                       IFRS16     IFRS16     IFRS16     IFRS16 
                                      H1 2021    H1 2020    H1 2021    H1 2020 
                                      GBP'000    GBP'000    GBP'000    GBP'000 
 
 Loss from operations                (19,852)   (23,382)   (23,517)   (25,677) 
 
 Depreciation                          21,229     20,825      4,817      5,003 
 Amortisation                          12,384     12,405     12,384     12,405 
 Profit on disposal of tangible 
  fixed assets                           (33)          -       (33)          - 
 Profit on termination of IFRS16 
  leases                                  (7)          -          -          - 
 Deal fees                                  -      3,236          -      3,236 
 Debt facility fees                         -        465          -        465 
 Currency movements                       789        (9)        789        (9) 
 Non-recurring and restructuring 
  costs                                   536          -        536          - 
 Other one-off costs                      297        163        297        163 
                                      _______    _______    _______    _______ 
 
 Adjusted EBITDA                       15,343     13,703    (4,727)    (4,414) 
                                      _______    _______     ______     ______ 
 

Ocean Outdoor Limited and subsidiaries

The table below reconciles the Group Adjusted EBITDA including IFRS16 to the Adjusted EBITDA excluding IFRS16.

 
                                             H1 2021    H1 2020 
                                             GBP'000    GBP'000 
 
 
 Adjusted EBITDA including IFRS16             15,343     13,703 
 
 Deduct site rents                          (20,087)   (18,126) 
 Profit on termination of IFRS16 leases            7          - 
 Foreign exchange variance                        10          9 
                                             _______    _______ 
 
 Adjusted EBITDA excluding IFRS16            (4,727)    (4,414) 
                                             _______    _______ 
 

Ocean Outdoor Limited and UK operating subsidiaries

The results below present Ocean Outdoor Limited and UK subsidiaries including IFRS16 and excluding IFRS16.

 
                                                                Excl.      Excl. 
                                         IFRS16     IFRS16     IFRS16     IFRS16 
                                        H1 2021    H1 2020    H1 2021    H1 2020 
                                        GBP'000    GBP'000    GBP'000    GBP'000 
 
 Billings                                25,423     22,276     25,423     22,276 
                                        _______    _______    _______    _______ 
 
 Revenue                                 18,451     15,199     18,451     15,199 
 
 Cost of sales                         (18,072)   (15,851)   (19,658)   (16,400) 
                                        _______    _______    _______    _______ 
 
 Gross profit / (loss)                      379      (652)    (1,207)    (1,201) 
 
 Administrative and other expenses     (18,206)   (20,891)   (18,508)   (21,171) 
                                        _______    _______    _______    _______ 
 
 Loss from operations                  (17,827)   (21,543)   (19,715)   (22,372) 
 
 Loss from fixed asset investments        (133)       (17)      (133)       (17) 
 Finance expense                        (2,683)    (3,908)      (197)      (810) 
 Finance income                               7          -          7          - 
                                        _______    _______    _______    _______ 
 
 Loss before tax                       (20,636)   (25,468)   (20,038)   (23,199) 
 
 Tax credit / (expense)                   2,596    (1,405)      2,596    (1,405) 
                                        _______    _______    _______    _______ 
 
 Net loss                              (18,040)   (26,873)   (17,442)   (24,604) 
                                        _______    _______    _______     ______ 
 
 
                                                                   Excl.      Excl. 
                                            IFRS16     IFRS16     IFRS16     IFRS16 
                                           H1 2021    H1 2020    H1 2021    H1 2020 
                                           GBP'000    GBP'000    GBP'000    GBP'000 
 
 Loss from operations                     (17,827)   (21,543)   (19,715)   (22,372) 
 
 Depreciation                               10,161      9,831      3,111      3,202 
 Amortisation                               12,384     12,384     12,384     12,384 
 Profit on disposal of tangible fixed 
  assets                                      (33)          -       (33)          - 
 Profit on termination of IFRS16 
  leases                                       (7)          -          -          - 
 Deal fees                                       -      3,236          -      3,236 
 Debt facility fees                              -        465          -        465 
 Currency movements                            789        (9)        789        (9) 
 Non-recurring and restructuring 
  costs                                        536          -        536          - 
 Other one-off costs                           297        163        297        163 
                                            ______     ______     ______     ______ 
 
 Adjusted EBITDA                             6,300      4,527    (2,631)    (2,931) 
                                            ______     ______     ______     ______ 
 

Ocean Netherlands

The results below present Ocean Netherlands including IFRS16 and excluding IFRS16.

 
                                                               Excl.     Excl. 
                                         IFRS16     IFRS16    IFRS16    IFRS16 
                                        H1 2021    H1 2020   H1 2021   H1 2020 
                                        GBP'000    GBP'000   GBP'000   GBP'000 
 
 Billings                                 8,760      7,670     8,760     7,670 
                                        _______    _______   _______   _______ 
 
 Revenue                                  8,260      7,432     8,260     7,432 
 
 Cost of sales                          (6,520)    (5,714)   (7,272)   (6,852) 
                                        _______    _______   _______   _______ 
 
 Gross profit                             1,740      1,718       988       580 
 
 Administrative and other expenses      (1,755)    (2,351)   (1,850)   (2,351) 
                                        _______    _______   _______   _______ 
 
 Loss from operations                      (15)      (633)     (862)   (1,771) 
 
 Finance expense                        (1,183)    (1,219)         -      (19) 
 Finance income                               -          6         -         6 
                                        _______    _______   _______   _______ 
 
 Loss before tax                        (1,198)    (1,846)     (862)   (1,784) 
 
 Tax expense                                  -          -         -         - 
                                        _______    _______   _______   _______ 
 
 Net loss                               (1,198)    (1,846)     (862)   (1,784) 
                                        _______    _______   _______    ______ 
 
 
                                                  Excl.     Excl. 
                            IFRS16     IFRS16    IFRS16    IFRS16 
                           H1 2021    H1 2020   H1 2021   H1 2020 
                           GBP'000    GBP'000   GBP'000   GBP'000 
 
 Loss from operations         (15)      (633)     (862)   (1,771) 
 
 Depreciation                5,016      4,685     1,202     1,309 
 Amortisation                    -         21         -        21 
 Other one-off costs             -          -         -         - 
                            ______     ______    ______    ______ 
 
 Adjusted EBITDA             5,001      4,073       340     (441) 
                            ______     ______    ______    ______ 
 
 

Ocean Nordics

The results below present Ocean Nordics including IFRS16 and excluding IFRS16.

 
                                                                Excl.     Excl. 
                                         IFRS16     IFRS16     IFRS16    IFRS16 
                                        H1 2021    H1 2020    H1 2021   H1 2020 
                                        GBP'000    GBP'000    GBP'000   GBP'000 
 
 Billings                                14,200     14,402     14,200    14,402 
                                        _______    _______    _______   _______ 
 
 Revenue                                 13,843     13,840     13,843    13,840 
 
 Cost of sales                          (9,956)    (8,277)   (10,827)   (8,605) 
                                        _______    _______    _______   _______ 
 
 Gross profit                             3,887      5,563      3,016     5,235 
 
 Administrative and other expenses      (5,897)    (6,769)    (5,956)   (6,769) 
                                        _______    _______    _______   _______ 
 
 Loss from operations                   (2,010)    (1,206)    (2,940)   (1,534) 
 
 Finance expense                          (910)      (950)       (17)      (34) 
 Finance income                               3          1          3         1 
                                        _______    _______    _______   _______ 
 
 Loss before tax                        (2,917)    (2,155)    (2,954)   (1,567) 
 
 Tax expense                               (11)       (17)       (11)      (17) 
                                        _______    _______    _______   _______ 
 
 Net loss                               (2,928)    (2,172)    (2,965)   (1,584) 
                                        _______    _______    _______    ______ 
 
 
                                                  Excl.     Excl. 
                            IFRS16     IFRS16    IFRS16    IFRS16 
                           H1 2021    H1 2020   H1 2021   H1 2020 
                           GBP'000    GBP'000   GBP'000   GBP'000 
 
 Loss from operations      (2,010)    (1,206)   (2,940)   (1,534) 
 
 Depreciation                6,052      6,309       504       492 
                            ______     ______    ______    ______ 
 
 Adjusted EBITDA             4,042      5,103   (2,436)   (1,042) 
                            ______     ______    ______    ______ 
 
 

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September 14, 2021 02:00 ET (06:00 GMT)

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