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REG - Time Out Group plc - Full Year Results

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RNS Number : 7108S  Time Out Group plc  08 November 2023

 

8 November 2023

 

Time Out Group plc

("Time Out," the "Company" or the "Group")

Audited Full Year Results for the twelve months ended 30 June 2023

Continued progress in revenues and adjusted EBITDA with both Media and Markets
growing strongly -

Company well positioned for sustained growth

 

Time Out Group plc (AIM: TMO), the global media and hospitality business,
today announces its audited full year results for the twelve months ended 30
June 2023.

 

Financial highlights

●   Gross revenue grew by 43% to £104.6m (2022: £72.9m) and net
revenue((1)) by 37% to £76.0m (2022: £55.4m)

●   Gross profit increased 39% to £61.9m (2022: £44.6m) with gross
margins +1% points

●   Group adjusted EBITDA((2)) up 336% to £5.3m (2022: £1.2m) with both
Media and Markets delivering positive adjusted EBITDA

●   Group operating loss of £17.5m (2022: £14.1m loss), £3m year-on-year
movement comprising +£4.2m improvement in EBITDA less £7.7m increase in
exceptional costs to £10.0m, of which £7.8m are non cash

●   Cash of £5.1m at 30 June 2023 (2022: £4.8m) and borrowings of
£29.9m (2022: £22.0m), resulted in adjusted net debt((3)) of £24.8m (2022:
£17.1m). Reported net debt was £49.7m (2022: £44.5m) including £24.9m
(2022: £27.4m) of IFRS 16 lease liabilities

●   Refinancing completed in November 2022; settled existing Incus loan
facility with new four-year €35m facility with Crestline, repayable November
2026, of which €29.2m was drawn as at 30 June 2023; in addition, the Company
today announces the extension of the Loan Note with Oakley Capital
Investments, £5.2m, now repayable June 2025

 

Operational highlights

●   Time Out Market: strong revenue growth and expanding global footprint

o Gross revenue growth of +54% YoY and net revenue growth of 48% to £42.8m
(2022: £28.9m)

o Adjusted EBITDA up significantly to £4.3m (2022: £2.2m) and adjusted
EBITDA margin increasing by 94 basis points as a result of increasing footfall
and ongoing operational improvements

o Growing portfolio of 15 Markets includes six open and nine contracted sites
set to open 2023-2027 with Cape Town, Vancouver, Riyadh, Barcelona and Bahrain
signed in the year and a pipeline of new Management Agreements in advanced
negotiations on the back of continued interest from real estate developers

o Exit from Miami Market in June 2023 (opened 2019) to focus on profitable
locations, Miami trading loss of (£2.7m) in FY23 with exceptional costs of
£7.1m comprising £6.7m of non-cash impairments of assets, and £0.4m of
provisions for future cash costs of exit. Also withdrew from negotiations on
potential Market in Spitalfields resulting in impairment charges of £1.0m

o Cape Town Market opening on 17 November 2023 and construction in Porto well
advanced with expected opening date in FY24 - for both sites the city's top
chefs have been curated

●   Time Out Media: digital focus drives improved economics and growing
audience

o Gross revenue growth of +25% YoY underpinned by digital revenue growth of
44%

o Improved adjusted EBITDA of £3.1m (2022: £1.7m) with gross margin up by
300 basis points to 80% (2022: 77%)

o Global monthly brand audience grew by 16% to 83m (2022: 72m) as a result of
a consistent strategy to bring Time Out content to digital channels

o Winning big-ticket campaigns from an expanding client roster via
relationships with agency partners and brand owners, in both existing and new
sectors, with continued demand from blue-chip brands for our unique campaign
solutions

o Time Out Creative Solutions team delivered bespoke multi-channel campaigns
leveraging the entire Time Out platform, combining digital channels with live
events in Markets

 

Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, said:

 

"This year we achieved important milestones in delivering a further improved
adjusted EBITDA - despite the challenging macroeconomic conditions - building
on our recent progress and momentum. While this is only the beginning and
there is still much to do, we are now positioned for sustained growth and have
an ambitious strategy to realise Time Out's potential.

 

"Our digital strategy for Time Out Media is working, driving significant gross
revenue and adjusted EBITDA growth that has exceeded our expectations. Our
expanding audience values our "best of the city content" and we are winning
high-value campaigns with leading brands. Time Out Market is a much younger
business which, now that we have enjoyed a year of uninterrupted trading,
demonstrates the unique opportunity it presents: our open Markets continue to
grow, and we contracted five new sites in the year as interest from real
estate developers remains strong. The portfolio includes six open and nine
contracted sites, with more in the pipeline - in a few years, it will more
than double in size.

 

"Synonymous with going out and having a good time, Time Out continues to be
trusted and relevant as we inspire and enable millions of people every month
to experience the best of the city. Consumers are increasingly spending time
on digital channels but still want to socialise in real life - capturing
these trends through the combination of Media and Market is powerful."

 

Outlook

The 2023 financial year provides us with the foundations for continued growth
which, combined with ongoing rigorous management of the cost base, can
significantly improve future cash flows and profitability. In contrast to most
media and hospitality businesses, Time Out Group now has multiple avenues for
sustained growth and is building a valuable long term recurring earnings
stream.

 

We expect the step-change in Media performance to continue as demand from
blue-chip brands for our unique campaign solutions grows. Over the next 18
months, we are set to open five new Markets which will increase revenues and
the signing of new locations globally is expected to continue, supported by a
strategy to focus on the highest quality leads. In time, the nine Management
Agreements (two open and seven contracted), each with a term of at least 10
years, will generate a contracted minimum aggregate contribution to EBITDA of
c.£14m per annum when all are operational.

 

Despite macroeconomic headwinds, we have increased confidence in future growth
and further traction as we continue to deliver against our ambitious plans,
with Q1 FY24 performance in line with management expectations.

 

 

(1)       Net revenue is calculated as gross revenue less the
concessionaires' share of revenue. See appendix Alternative Performance
Measures for a reconciliation to the statutory numbers.

(2)       Adjusted EBITDA is operating loss stated before interest,
taxation, depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. This is a non-GAAP
alternative performance measure ("APM") that management uses to aid
understanding of the underlying business performance. See appendix Alternative
Performance Measures for a reconciliation to the statutory numbers.

(3)       Adjusted net debt excludes lease-related liabilities under
IFRS 16. This is an APM. See appendix Alternative Performance Measures for a
reconciliation to the statutory numbers.

 

 For further information, please contact:

 Time Out Group plc                                     Tel: +44 (0)207 813 3000
 Chris Ohlund, CEO
 Matt Pritchard, CFO
 Steven Tredget, Investor Relations Director

 Liberum (Nominated Adviser and Broker)                 Tel: +44 (0)203 100 2222
 Andrew Godber / Edward Thomas / Miquela Bezuidenhoudt

 FTI Consulting LLP                                     Tel: +44 (0)203 727 1000
 Edward Bridges / Stephanie Ellis / Fiona Walker

 

Notes to editors

 

About Time Out Group

Time Out Group is a global media and hospitality business that inspires and
enables people to experience the best of the city through its two divisions -
Time Out Media and Time Out Market. Time Out launched in London in 1968 to
help people discover the exciting new urban cultures that had started up all
over the city - today it is the only global brand dedicated to city life.
Expert journalists curate and create content about the best things to Do, See
and Eat across 333 cities in 59 countries and across a unique multi-platform
model spanning both digital and physical channels. Time Out Market is the
world's first editorially curated food and cultural market, bringing a city's
best chefs, restaurateurs and unique cultural experiences together under one
roof. The portfolio includes open Markets in six cities such as Lisbon, New
York and Dubai, several new locations with expected opening dates in 2023 and
beyond, in addition to a pipeline of further locations in advanced
discussions. Time Out Group PLC, listed on AIM, is headquartered in London
(UK).

 

FORWARD-LOOKING STATEMENTS

This document contains "forward-looking statements", which include all
statements other than statements of historical facts, including, without
limitation, any statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or similar expressions or the negative
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking, including, among others, the
achievement of anticipated levels of profitability, growth, the impact of
competitive pricing, volatility in stock markets or in the price of the
Group's shares, financial risk management and the impact of general business
and global economic conditions. Such forward-looking statements are based on
numerous assumptions regarding the Group's present and future business
strategies and the environment in which the Group will operate in the future.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. These forward-looking statements speak only as at the
date as of which they are made, and each of Time Out Group Plc and the Group
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any
change in Time Out Group Plc's or the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based. Neither the Group, nor any of its agents, employees or
advisors intends or has any duty or obligation to supplement, amend, update or
revise any of the forward-looking statements contained in this document.

 

 

 

Chief Executive's Review

 

Group overview

 

Financial summary

                                              Year ended     Year ended     Change

                                              30 June 2023   30 June 2022
                                              £'000          £'000          %
 Market                                       42,848         28,924         48%
 Media                                        33,130         26,479         25%
 Group net revenue((1))                       75,978         55,403         37%

 Gross profit                                 61,889         44,583         39%
 Gross margin %((2))                          81%            80%            1%

 Divisional Adjusted operating expenses((3))  (54,486)       (40,654)       34%

 Divisional Adjusted EBITDA((3))              7,403          3,929          88%
 Market                                       4,311          2,225          94%
 Media                                        3,092          1,704          81%

 Corporate costs                              (2,088)        (2,710)        23%

 Group Adjusted EBITDA((3))                   5,315          1,219          336%
 Loss before tax                              (24,991)       (19,462)       28%

(1)    Net revenue is calculated as gross revenue less the concessionaires'
share of revenue. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.

(2)    Gross margin calculated as gross profit as a percentage of net
revenue.

(3)    Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets. These are APMs that management
uses to aid understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to statutory numbers.

 

The financial year - the first full reporting period of uninterrupted trading
since 2019 - saw continued progress across both the Markets and the Media
divisions, positioning the Group for a transition to sustained growth. With
its curation of the best of the city combined with ongoing operational
improvements, Time Out Market delivered strong revenue growth and increased
profitability in addition to a growing pipeline of contracted sites. Time Out
Media - following its completed print to digital transformation - achieved
significant digital revenue growth and higher EBITDA margin as we attract an
increasing audience as well as blue-chip clients seeking our bespoke
advertising solutions.

 

●     Group net revenue increased by 37% to £76.0m (2022: £55.4m) and
gross margin increased by 100 basis points to 81% (2022: 80%)

●     Divisional operating expenses increased by 34%, 3% slower than net
revenue as a result of reductions in fixed costs and focus on operational
efficiency, partly offset by additional variable costs as sales grew;
continued growth offers the scope to further dilute fixed costs as a % of
sales

●     Improvement in Divisional adjusted EBITDA of £7.4m (2022: £3.9m)
with corporate costs decreased by 23% to £2.1m (2022: £2.7m) following a
focus on cost reduction and efficiency, delivering benefits now and in future
years; this resulted in a positive Group adjusted EBITDA of £5.3m (2022:
£1.2m)

 

 

Matt Pritchard has been newly appointed Chief Financial Officer, replacing
Patrick Foley who had been CFO since September 2022 and decided to leave the
business to pursue new opportunities. It is expected that Matt will be
appointed to the Board in due course. Matt has over 25 years of experience of
value creation in Retail and FMCG, in both private equity and listed
environments, including strategic review and funding of growth strategies.
From 2014 to 2023, Matt was CFO of Hotel Chocolat PLC. In this role he
formulated long term growth strategies including a pivot to digital and
prepared the business for IPO in 2016, growing revenues and EBITDA. Prior to
this, he worked in senior finance roles with several blue-chip retail
organisations including Asda, Somerfield Stores and WHSmith. Matt qualified as
a Certified Accountant in 1998.

 

Time Out Market trading overview

 

                                                Year ended     Year ended     Change

                                                30 June 2023   30 June 2022
                                                £'000          £'000          %
 Gross revenue                                  71,511         46,454         54%
 Owned operations                               38,509         24,734         56%
 Management fees                                4,339          4,190          4%
 Net revenue((1))                               42,848         28,924         48%

 Gross profit                                   35,535         24,081         48%
 Gross margin %((2))                            83%            83%            -

 Adjusted operating expenditure (trading)((3))  (22,968)       (17,320)       33%
 Trading EBITDA((3))                            12,567         6,761          86%

 Market central costs                           (8,256)        (4,536)        82%
 Adjusted EBITDA((3))                           4,311          2,225          94%

(1)    Net revenue is calculated as gross revenue less concessionaires'
share of revenue. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.

(2)    Gross margin calculated as gross profit as a percentage of net
revenue.

(3)    Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets. These are APMs that management
uses to aid understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to statutory numbers.

 

Time Out Market net revenue increased by 48% to £42.8m (2022: £28.9m) and
adjusted EBITDA of £4.3m nearly doubled year-on-year (2022: £2.2m adjusted
EBITDA) in the first full financial year of uninterrupted trading and with
some restrictions still in place in the comparative year. The year saw travel
rebound and across our open sites, footfall from tourists continued to recover
at a faster rate than footfall from office workers. We continue to carefully
manage operating expenses to drive greater profitability, alongside
implementing operational improvements and optimisations of our commercial
model. Central costs increased as a strengthened team is working on growing
the Markets business, preparing for several upcoming openings and negotiating
further new sites.

 

Sandy Hayek - who joined in 2021 as Time Out Market Dubai General Manager and
then became Time Out Market Co-CEO Operations - was promoted to Time Out
Market CEO in July 2023 to oversee both the operations of existing and the
development of new Markets, reporting into Group CEO Chris Ohlund.

 

As a food and cultural market bringing the best of the city together under one
roof, the ongoing curation of top culinary talents is key to keeping the
offering fresh and reflective of the cities we are in. Examples of concessions
added in the year include in Lisbon MICHELIN Bib Gourmand awarded O Frade and
in New York Bark Barbecue which has a cult following. Furthermore, each Market
has an ongoing cultural programme to drive additional high-value footfall,
differentiation and engaging content for social media and Time Out channels.
Throughout the year, many events took place from live bands and artist
performances to DJs and comedy nights.

 

Across our open Markets, the teams worked on operational efficiencies to
improve revenue per sq ft and thereby profitability. As part of our focus to
build a profitable portfolio, it was decided that the Miami site would close
on 30 June 2023. Following the launch of the first Market in Lisbon in 2014,
the Miami site was the first to open as part of the global expansion in 2019
and underperformed post-pandemic, contributing a reported operating loss of
£2.7m to the Group result in FY23. The decision to exit resulted in
exceptional costs of £7.1m comprising £6.7m of non cash asset impairments,
and £0.4m of provisions for future cash liabilities.

 

In addition to our six existing Markets (Lisbon, New York, Boston, Chicago,
Montreal and Dubai - the latter two being Management Agreements), new sites
are set to open in Cape Town on 17 November 2023 and in Porto in FY24 - in
both sites top local chefs have been curated.

 

In the year, we accelerated the signing of new Markets and contracted five
sites including in Cape Town, Vancouver, Riyadh, Barcelona and Bahrain. This
takes the pipeline of new sites in development to nine and the expected
opening schedule based on calendar year is structured as follows:

 

●     November 2023: Cape Town (Management Agreement)

●     2024: Porto (Owned & Operated)

●     2024: Barcelona (Owned & Operated)

●     2024: Bahrain (Management Agreement)

●     2024: Vancouver (Management Agreement)

●     2025: Abu Dhabi (Management Agreement)

●     2025: Osaka (Management Agreement)

●     2027: Prague (Management Agreement)

●     2027: Riyadh (Management Agreement)

 

As growth engine for the continued expansion, we are focused on Management
Agreements under which we receive a share of revenues and profits (subject to
a minimum guaranteed fee) which increases our recurring revenue stream without
capital expenditure. We will consider lease agreements for Owned &
Operated sites, where we receive 100% of site profits, when the majority of
capex is contributed by the landlord.

 

We have a pipeline of Management Agreements in advanced negotiations and
expect to sign more in the year ahead as we continue to optimise our
systematic approach to sourcing high-quality leads. As we grow our portfolio
of open Markets we continue to refine selection criteria based on the critical
success factors, with the objective of improving return on investment and
reducing time to completion. Furthermore, we are developing wider flexibility
in formats to best match our Markets proposition to the locality.

 

In February 2023, we confirmed that we will not proceed with the development
of the site at 106 Commercial Street in London - although recommended for
approval by planning officers, the Tower Hamlets Development Committee chose
to defer its decision on our application in 2022 after a process which had
already taken several years. With an expectation of the process being drawn
out by further delays we decided to no longer proceed with our application -
which resulted in exceptional costs of £1.0m arising from the write-off of
sunk pre-development costs - in order to focus our resources on other
opportunities.

 

Time Out Media trading overview

 

                                      Year ended     Year ended     Change

                                      30 June 2023   30 June 2022
                                      £'000          £'000          %
 Gross Revenue                        33,130         26,479         25%

 Gross profit                         26,354         20,502         29%
 Gross margin %((1))                  80%            77%            3%

 Adjusted operating expenditure((2))  (23,262)       (18,798)       24%
 Adjusted EBITDA((2))                 3,092          1,704          81%

(1)      Gross margin calculated as gross profit as a percentage of gross
revenue.

(2)      Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets. These are APMs that management
use to aid understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to statutory numbers.

 

Time Out Media trading was encouraging with gross revenue growth of 25% to
£33.1m (2022: £26.5m) generating adjusted EBITDA of £3.1m (2022: £1.7m).

 

Having exited print media in FY22, in our first year as a fully digital media
division we successfully tapped into the growing digital advertising space,
replacing print with digital revenue:

 

●     Digital gross revenue grew by 44% to £25.8m (2022: £17.9m)

●     As a result of the removal of print revenues (2022: £8m) total
Media net revenue grew 25%

 

Gross margin increased by 300 basis points to 80% (2022: 77%). We continue to
tightly manage the operating expenditure which increased slower than sales by
23% as we invested in talent with digital expertise and expanded our sales
team tasked with growing our client base and winning high-value campaign
deals.

 

The digital growth was driven primarily by the UK and US business. Time Out
Media CEO Stacy Bettman - reporting into Group CEO Chris Ohlund - is now
applying the same business model to the European and APAC Media business.

 

A key growth driver and focus going forward are high-value campaigns for an
expanding roster of advertising clients including in new sectors. Time Out
appeals to advertisers as our Creative Solutions team develops bespoke
campaigns to connect them with our brand, content and audience in a brand-safe
and positive environment across a 360-degree platform spanning website,
mobile, social media, videos, newsletter and live events. In the year we saw
increased demand for these multi-channels campaigns from clients such as
Diageo, Estrella Damm, TAP Portugal, FREENOW and Uber Eats.

 

We saw success with campaigns which leverage the synergies between Media
(digital high-quality content) and Market (real-life experiences). Examples
include campaigns for Mastercard, Maybelline, BATISTE(TM) and P&O Cruises
which spanned custom digital content as well as videos and expanded to live
events in our Markets. With an expanding global Market footprint, this
presents future growth opportunities.

 

Time Out's global monthly brand audience((1)) grew by 16% to 83m (2022: 72m)
and by 46% compared to 2019 when it stood at 57m. This is the result of a
consistent strategy to bring our content - previously distributed via print -
to digital channels to attract and engage a valuable audience. The audience
growth demonstrates how the Time Out brand and its "best of the city" content
remain relevant. In particular short-form videos continue to be a medium our
audience engages with and in which we invest. The year saw an ongoing push of
video content on social media (Instagram and TikTok) and our site to drive
both direct and programmatic revenue with sponsored video series now often key
elements of client campaigns.

 

Our "best of the city" content spanning 333 cities in 59 countries is curated
and created by a global network of local expert journalists. Successful
content which drove record traffic numbers in the year included annual global
tent poles such as The World's Best Cities and The Coolest Neighbourhoods as
well as Halloween coverage which contributed to October being Time Out USA's
biggest traffic month of the year. Time Out delivered the 3rd biggest growth
of UK news publishers in September 2022 and in March 2023 topped that
ranking((2)).

 

Whilst we are using generative AI to support operational efficiency and
insights, all of our content creation and editorial curation is performed by
expert local writers and editors.

 

(1) Global brand audience is the estimated monthly average in the year
including all Owned & Operated cities and franchises. It includes print
circulation and unique website visitors (Owned & Operated), unique social
users (as reported by Facebook and Instagram with social followers on other
platforms used as a proxy for unique users), social followers (for other
social media platforms), opted-in members and Market visitors.

(2) Source: Press Gazette using data from © Ipsos, Ipsos iris, 1-30 September
2022 and 1-31 March 2023

 

 

 

Financial Review

 

                                                    Year ended     Year ended     Change

                                                    30 June 2023   30 June 2022
                                                    £'000          £'000          %
 Gross revenue                                      104,640        72,933         43%
 Concessionaire share                               (28,662)       (17,530)       64%
 Net revenue                                        75,978         55,403         37%
 Gross profit                                       61,889         44,583         39%
                                                    81%            80%            1%
 Administrative expenses                            (79,383)       (58,724)       35%
 Operating loss                                     (17,494)       (14,141)       24%
 Operating loss                                     (17,494)       (14,141)       24%
 Depreciation & amortisation
 - Intangible assets                                2,163          2,540          (15)%
 - Property, plant and equipment                    6,544          6,575          -
 - Right-of-use assets                              2,367          2,065          15%
 Share-based payments                               1,701          1,817          (6)%
 Exceptional items                                  10,029         2,316          333%
 Loss on disposal of property, plant and equipment  5              47             (89)%
 Adjusted EBITDA((1))                               5,315          1,219          336%
 Finance income                                     167            8              1988%
 Finance costs                                      (7,664)        (5,329)        44%
 Loss before tax                                    (24,991)       (19,462)       28%

(1)        Adjusted EBITDA is operating loss stated before interest,
taxation, depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. This is an APM that
management uses to aid understanding of the underlying business performance.
See appendix Alternative Performance Measures for a reconciliation to
statutory numbers.

 

Revenue and gross profit

Group gross revenue for the year increased by 43% to £104.6m (2022: £72.9m)
with both Markets and Media delivering gross revenue growth.

 

Markets gross revenues increased with both growth in existing sites and
revenues associated with signing new Management Agreements. Media revenue
growth was driven by digital sales growth which more than offset loss in
revenues from the exit from print in FY22.

 

Gross margins increased by 1 percentage point to 81%.

 

Operating expenses

Administrative expenses of £79.4m grew more slowly than sales, increasing by
35% year-on-year.

 

Adjusted EBITDA

Group adjusted EBITDA is a non-GAAP Alternative Performance Measure, which is
used by the Board to manage business performance and to allocate resources
across the Group. Group adjusted EBITDA of £5.3m (FY22 £1.2m) is stated
before interest, taxation, depreciation and amortisation, share-based payment
charges, exceptional items, and loss on disposal of fixed assets. The material
improvement is a result of increased revenues and improved operational
efficiency. The £5.3m figure is inclusive of £2.7m of operating losses from
the Miami Market, which will not recur.

 

Operating loss

The reported operating loss was £17.5m (2022: £14.1m loss).

 

The net exceptional costs of £10.0m (2022: £2.3m) includes costs related to
a closure and exit of the Miami Market which ceased trading on 30 June 2023
(£7.1m), staff redundancy costs of staff who left the Group following the
restructuring (£1.9m). The majority of the prior year exceptional costs of
£2.3m related mainly to redundancy and restructuring costs.

 

The depreciation charge of £8.9m (2022: £8.6m) had minimal change with an
increase of £0.3m. The amortisation of intangible assets of £2.2m (2022:
£2.52m) decreased by £0.3m. Overall, on a combined basis there was no change
to the charge for depreciation and amortisation.

 

Net finance costs

Net finance costs of £7.5m (2022: £5.3m) primarily relates to interest on
debt of £3.8m (2022: £2.4m), amortisation of deferred financing costs of
£0.5m (2022: £0.2m) and interest cost in respect of lease liabilities of
£3.0m (2022: £2.6m).

 

Foreign exchange

The revenue and costs of Group entities reporting in dollars and euros have
been consolidated in these financial statements at an average exchange rate of
$1.21 (2022 $1.34) and €1.15 (2022: €1.18) respectively.

 

Cash and debt

                                30 June 2023  30 June 2022

                                £'000         £'000
 Cash and cash equivalents      5,094         4,849
 Borrowings                     (29,883)      (21,978)
 Adjusted net debt              (24,789)      (17,129)
 IFRS 16 Lease liabilities      (24,863)      (27,420)
 Net debt                       (49,652)      (44,549)

 

Cash and cash equivalents increased by £0.3m since 30 June 2022 to £5.1m
(2022: £4.8m). This was driven primarily by the Group Adjusted EBITDA of
£5.3m (2022: £1.2m Group Adjusted EBITDA), exceptional costs cash outflow of
£1.9m (2022: £2.8m), net working capital outflow of £1.3m (2022: £2.6m),
capital expenditure of £2.9m (2022: £1.8m), net proceeds of financing of
£5.0m (2022: £3.7m net financing outflow) and the repayment of lease
liabilities of £5.1m (2022: £4.0m).

 

On 24 November 2022, the Group entered into a new €35.0m secured four-year
term loan facility with Crestline Europe LLP ("Crestline facility"). The
facility has a term of four years, with the right to settle in full after two
years. Interest may be capitalised or paid in cash, at the election of the
Company, during the first year at a rate of 9.5% plus 3-month EURIBOR and from
the second year onwards interest will be paid in cash at a rate of 8.5% plus
3-month EURIBOR. An exit premium payable upon full repayment, is amortised
over the duration of the facility with reference to the principal amount
drawn. The facility is subject to quarterly financial covenants based on
minimum liquidity levels (quarterly testing commenced on 31 December 2022) and
target leverage ratio (quarterly testing commenced on 30 June 2023).

 

The Company has also executed an equity warrant instrument and agreed to issue
11,400,423 equity warrants on 30 November 2022 and a further 2,264,468 at full
drawdown of the Loan Note Facility (in total representing approximately 3.6%
of its fully diluted share capital) to the Crestline subscribers. The
five-year equity warrants, which have customary anti-dilution protections,
have an exercise price of 39 pence per ordinary share.

 

At 30 June 2023 borrowings principally comprised the partially drawn Crestline
facility of €31.3m (€29.2m plus capitalised interest), €5m of the
original €35m commitment remains undrawn. At 30 June 2022 the borrowings
principally comprised the Incus Capital Facility £20.9m, which was fully
repaid on 30 November 2022.

 

On 7 November 2023 the Group agreed to an amendment of an existing £5m
unsecured Loan Note with Oakley Capital investments ("OCI") to extend the
repayment date to 30 June 2025. This is a related party transaction under AIM
Rule 13. Please see further disclosure in relation to this in note 11.

 

Going concern

The financial statements have been prepared under the going concern basis of
accounting as the Directors have a reasonable expectation that the Group and
Company will continue in operational existence and be able to settle their
liabilities as they fall due for the foreseeable future, being a period of at
least 12 months from the date of approval of the financial statements
("forecast period"). In making this determination, the Directors have
considered the financial position of the Group, projections of its future
performance and the financing facilities that are in place.

 

In making this assessment the Directors have considered two scenarios over the
forecast period: The base case assumes a slow but steady period of growth
across both Market and Media. Owned and Operated Market revenues are assumed
to see steady growth over the forecast period. Media revenue continues to grow
as the Group focuses on high-margin digital-first offerings complemented by
the return of Live Events, Affiliate and Offers revenue. This scenario does
assume an appropriate element of cost inflation.

 

The downside case sensitises the base case to assume that the Market Owned
& Operated and Media revenues underperform the base case by 10% while
maintaining the base case gross margin, with actionable cost mitigation over
the forecast period. Consistent with the base case, the sensitised case also
assumes an appropriate element of cost inflation.

 

The Directors consider the downside case reduction in revenue for each
division to be unlikely given recent performance, however with the uncertainty
created by inflationary and recessionary factors this scenario is considered
severe but plausible.

 

The Board is satisfied that under both scenarios the Group will be able to
operate within the level of its current debt and financial covenants and will
have sufficient liquidity to meet its financial obligations as they fall due
for a period of at least 12 months from the date of signing these financial
statements. For this reason, the Group and Company continue to adopt the going
concern basis in preparing its financial statements.

 

 

Chris Ohlund

Group Chief Executive

8 November 2023

 

 

 

Consolidated Income statement

Year ended 30 June 2023

 

                                       Note  Year ended       Year ended

                                             30 June 2023     30 June 2022
                                             £'000            £'000
 Gross revenue                         1, 4  104,641          72,933
 Cost of sales                         4     (42,752)         (28,350)
 Gross profit                                61,889           44,583
 Administrative expenses                     (79,383)         (58,724)
 Operating loss                              (17,494)         (14,141)
 Finance income                              167              8
 Finance costs                               (7,664)          (5,329)
 Loss before income tax                4     (24,991)         (19,462)
 Income tax (charge)/credit                  (1,132)          (97)
 Loss for the year                           (26,123)         (19,559)

 Loss for the year attributable to:
 Owners of the parent                        (26,116)         (19,553)
 Non-controlling interests                   (7)              (6)
                                             (26,123)         (19,559)

 Loss per share:
 Basic and diluted loss per share (p)  6     (7.8)            (5.9)

 

 

 

Consolidated Statement of Other Comprehensive Income

Year ended 30 June 2023

 

                                                                     Year ended       Year ended

                                                                     30 June 2023     30 June 2022
                                                                     £'000            £'000
 Loss for the year                                                   (26,123)         (19,559)

 Other comprehensive income:
 Items that may be subsequently reclassified to the profit or loss:
 Currency translation differences                                    (1,301)          4,803
 Other comprehensive (expense)/income for the year, net of tax       (1,301)          4,803
 Total comprehensive expense for the year                            (27,424)         (14,756)

 Total comprehensive expense for the year attributable to:
 Owners of the parent                                                (27,417)         (14,748)
 Non-controlling interests                                           (7)              (8)
                                                                     (27,424)         (14,756)

 

 

 

Condensed Consolidated Statement of Financial Position

At 30 June 2023

 

                                    Note  30 June 2023    30 June 2022
                                          £'000           £'000
 Assets
 Non-current assets
 Intangible assets - Goodwill             29,472          29,893
 Intangible assets - Other                6,786           8,219
 Property, plant and equipment            26,189          37,851
 Right-of-use assets                      17,843          20,490
 Other receivables                        4,016           3,554
                                          84,306          100,007

 Current assets
 Inventories                              774             986
 Trade and other receivables              14,638          14,906
 Cash and cash equivalents          7     5,094           4,849
                                          20,506          20,741

 Total assets                             104,812         120,748

 Liabilities
 Current liabilities
 Trade and other payables                 (17,967)        (14,872)
 Borrowings                         7     (5,878)         (21,131)
 Lease liabilities                  7     (4,581)         (5,056)
                                          (28,426)        (41,059)

 Non-current liabilities
 Trade and other payables                 -               -
 Deferred tax liability                   (957)           (1,158)
 Borrowings                         7     (24,005)        (847)
 Lease liabilities                  7     (20,282)        (22,364)
                                          (45,244)        (24,369)

 Total liabilities                        (73,670)        (65,428)

 Net assets                               31,142          55,320

 Equity
 Called up share capital            9     338             336
 Share premium                            185,563         185,563
 Translation reserve                      6,561           7,862
 Capital redemption reserve               1,105           1,105
 Retained earnings / (losses)             (162,420)       (139,522)
 Total parent shareholders' equity        31,147          55,344
 Non-controlling interest                 (5)             (24)
 Total equity                             31,142          55,320

Condensed Consolidated Statement of Changes in Equity

At 30 June 2023

 

                                                           Called up  Share     Translation  Capital      Retained    Total parent    Non-          Total

                                                           Share      premium   reserve      Redemption   earnings/   Shareholders'   Controlling   equity

                                                           capital                           reserve      (losses)    equity          interest
                                                           £'000      £'000     £'000        £'000        £'000       £'000           £'000         £'000
 Balance at 1 July 2021                                    332        185,563   3,057        1,105        (121,182)   68,875          (48)          68,827
 Changes in equity
 Loss for the year                                         -          -         -            -            (19,553)    (19,553)        (6)           (19,559)
 Other comprehensive income/(expense)                                           4,805        -            -           4,805           (2)           4,803
 Total comprehensive income                                -          -         4,805        -            (19,553)    (14,748)        (8)           (14,756)
 Share-based payments                                      -          -         -            -            1,817       1,817           -             1,817
 Adjustment arising on change of non-controlling interest  -          -         -            -            (604)       (604)           32            (572)
 Issue of shares                                           4          -         -            -            -           4               -             4
 Balance at 30 June 2022                                   336        185,563   7,862        1,105        (139,522)   55,344          (24)          55,320

 Changes in equity
 Loss for the year                                         -          -         -            -            (26,116)    (26,116)        (7)           (26,123)
 Other comprehensive expense                               -          -         (1,301)      -            -           (1,301)         -             (1,301)
 Total comprehensive income                                -          -         (1,301)      -            (26,116)    (27,417)        (7)           (27,424)
 Warrant derivative                                        -          -         -            -            1,543       1,543           -             1,543
 Share-based payments                                      -          -         -            -            1,701       1,701           -             1,701
 Adjustment arising on change of non-controlling interest  -          -         -            -            (26)        (26)            26            -
 Issue of new shares                                       2          -         -            -            -           2               -             2
 Balance at 30 June 2023                                   338        185,563   6,561        1,105        (162,420)   31,147          (5)           31,142

Condensed Consolidated Statement of Cash Flows

Year ended 30 June 2023

 

                                                          Note  Year ended         Year ended

                                                                30 June 2023       30 June 2022
                                                                £'000              £'000
 Cash flows from operating activities
 Cash generated from/ ( used in) operations               8     4,735              (4,544)
 Interest paid                                                  (1,033)            (2,497)
 Tax paid                                                       (431)              -
 Net cash generated from/ (used in) operating activities        3,271              (7,041)
 Cash flows from investing activities
 Purchase of property, plant and equipment                      (1,950)            (1,173)
 Purchase of intangible assets                                  (918)              (740)
 Interest received                                              72                 2
 Net cash used in investing activities                          (2,796)            (1,911)
 Cash flows from financing activities
 Proceeds from borrowings                                       30,220             254
 Costs related to borrowing                                     (2,499)            -
 Repayment of borrowings                                        (22,745)           (1,505)
 Repayment of lease liabilities                                 (5,087)            (4,035)
 Proceeds from issue of shares                                  2                  -
 Acquisition of minority interest                               -                  (203)
 Net cash from financing activities                             (109)              (5,489)

 Increase/(decrease) in cash and cash equivalents               366                (14,441)

 Cash and cash equivalents at beginning of year                 4,849              19,070
 Effect of foreign exchange rate change                         (121)              220
 Cash and cash equivalents at end of year                       5,094              4,849

 

 

 

Notes to the condensed consolidated statements

 

1.    Preliminary Information

The consolidated financial statements of Time Out Group PLC for the year ended
30 June 2023 were authorised by the Board on 8 November 2023. Comparative
information covers the year ended 30 June 2022.

 

While the financial information included in these summarised financial
statements has been prepared in accordance with the recognition and
measurement criteria of UK-adopted International Accounting Standards ("IAS")
and with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards, this announcement does not itself contain
sufficient information to comply with lASs and IFRSs. The Company expects to
publish full financial statements that comply with lASs and IFRSs in November
2023.

 

The financial information set out above does not constitute the Company's
statutory accounts for the year ended 30 June 2023 but is derived from those
accounts. The statutory accounts for this year will be finalised on the basis
of the financial information presented by the directors in this preliminary
announcement and will be delivered to the Registrar of Companies following the
Company's Annual General Meeting. The external auditor has reported on the
accounts and their report did not contain any statements under Section 498 of
the Companies Act 2006.

 

The financial information is prepared under the historical cost basis, unless
stated otherwise in the accounting policies.

 

Going Concern

The financial statements have been prepared under the going concern basis of
accounting as the Directors have a reasonable expectation that the Group and
Company will continue in operational existence and be able to settle their
liabilities as they fall due for the foreseeable future, being a period of at
least 12 months from the date of approval of the financial statements
("forecast period").

 

In making this determination, the Directors have considered the financial
position of the Group, projections of its future performance and the financing
facilities that are in place. In making this assessment the Directors have
considered two scenarios over the forecast period: The base case assumes a
slow but steady period of growth across both Market and Media. Owned and
Operated Market revenues are assumed to see steady growth over the forecast
period. Media revenue continues to grow as the Group focuses on high-margin
digital-first offerings complemented by the return of Live Events, Affiliate
and Offers revenue. This scenario does assume an appropriate element of cost
inflation.

 

The downside case sensitises the base case to assume that the Market Owned
& Operated and Media revenues underperform the base case by 10% while
maintaining the base case gross margin, with actionable cost mitigation over
the forecast period. Consistent with the base case, the sensitised case also
assumes an appropriate element of cost inflation.

 

The Directors consider the downside case reduction in revenue for each
division to be unlikely given recent performance, however with the uncertainty
created by inflationary and recessionary factors this scenario is considered
severe but plausible.

 

The Board is satisfied that under both scenarios the Group will be able to
operate within the level of its current debt and financial covenants and will
have sufficient liquidity to meet its financial obligations as they fall due
for a period of at least 12 months from the date of signing these financial
statements. For this reason, the Group and Company continue to adopt the going
concern basis in preparing its financial statements.
 

 

2.    Accounting policies

The same accounting policies and methods of computation are followed in these
condensed set of financial statements as applied in the Group's latest annual
audited financial statements.

 

3.    Exchange rates

The significant exchange rates to UK Sterling for the Group are as follows:

                     Year ended                    Year ended

                     30 June 2023                  30 June 2022
                     Closing rate  Average rate    Closing rate  Average rate
 US dollar           1.26          1.21            1.21          1.34
 Euro                1.16          1.15            1.16          1.18
 Australian dollar   1.91          1.79            1.76          1.84
 Singaporean dollar  1.71          1.65            1.69          1.82
 Hong Kong dollar    9.89          9.45            9.52          10.45
 Canadian dollar     1.67          1.62            1.56          1.69

 

4.    Segmental information

In accordance with IFRS 8, the Group's operating segments are based on the
figures reviewed by the Board, which represents the chief operating decision
maker. The Group comprises two operating segments:

 

●     Time Out Market - this includes Time Out's share of
concessionaires' sales, revenues from Time Out operated bars and other
revenues include retail, events and sponsorship.

●     Time Out Media - this includes the sale of digital and print
advertising, local marketing solutions, live events tickets and sponsorship,
commissions generated from e-commerce transactions, and fees from our
franchise partners.

 

Year ended 30 June 2023

                            Time Out Market  Time Out Media  Corporate costs  Total
                            £'000            £'000           £'000            £'000
 Gross revenue              71,511           33,130          -                104,641
 Cost of sales              (35,976)         (6,776)         -                (42,752)
 Gross profit               35,535           26,354          -                61,889
 Administrative expenses    (48,495)         (26,084)        (4,804)          (79,383)
 Operating (loss) / profit  (12,960)         270             (4,804)          (17,494)
 Finance income                                                               167
 Finance costs                                                                (7,664)
 Loss before income tax                                                       (24,991)
 Income tax                                                                   (1,132)
 Loss for the year                                                            (26,123)

 

 

Year ended 30 June 2022

                          Time Out Market  Time Out Media  Corporate costs  Total
                          £'000            £'000           £'000            £'000
 Gross revenue            46,454           26,479          -                72,933
 Cost of sales            (22,373)         (5,977)         -                (28,350)
 Gross profit             24,081           20,502          -                44,583
 Administrative expenses  (29,921)         (22,728)        (6,075)          (58,724)
 Operating loss           (5,840)          (2,226)         (6,075)          (14,141)
 Finance income                                                             8
 Finance costs                                                              (5,329)
 Loss before income tax                                                     (19,462)
 Income tax credit                                                          (97)
 Loss for the period                                                        (19,559)

 

Gross revenue represents the total value of all media sales revenue, plus
food, beverage and retail sales transactions in relation to the North American
markets, the Group's share of sales transactions in relation to the Lisbon
market and any management agreement fees. Net revenue is calculated as gross
revenue less the concessionnaires' share of revenue.

 

Gross revenue is analysed geographically by origin as follows:

                Year ended       Year ended

                30 June 2023     30 June 2022
                £'000            £'000
 Europe         29,850           25,826
 Americas       66,743           41,703
 Rest of World  8,048            5,404
                104,641          72,933

 

5.    Exceptional items

Exceptional items are analysed as follows:

                                                                              Year ended       Year ended

                                                                              30 June 2023     30 June 2022
                                                                              £'000            £'000
 Restructuring costs                                                          1,882            1,958
 Exit costs in relation to Time Out Market Miami                              7,098            -
 Exit costs in relation to Time Out Market Spitalfields                       1,049            -
 Gain on recognition / derecognition of right-of-use asset and related lease  -                (475)
 liability
 Discontinued corporate transaction costs                                     -                833
                                                                              10,029           2,316

 

The restructuring costs of £1.9m relates to the reorganisation of the group,
principally redundancies, following the Group's decision to exit the Miami
market.  The prior year relates to redundancy costs following the
discontinuation of print in the UK and the establishment of a new senior
management team (2022: £2.0m).

 

Write-off of capitalised costs (£5.3m) and irrecoverable balances (£1.8m)
relating to Time Out Market Miami have been recognised following the decision
to close the market.

 

Write-off of capitalised costs relating to Time Out Market Spitalfields have
been recognised following the decision to exit the process.

 

In the prior year discontinued corporate transaction costs of £0.8m related
to an aborted corporate transaction.       In the prior year the gain on
recognition of right-of-use asset and related lease liability arose on the
modification of the Time Out Lisbon lease.

 

6.    Loss per share

Basic loss per share is calculated by dividing the loss attributable to
shareholders by the weighted average number of shares during the year.

 

For diluted loss per share, the weighted average number of shares in issue is
adjusted to assume conversion for all dilutive potential shares. All potential
ordinary shares including options and deferred shares are antidilutive as they
would decrease the loss per share and are therefore not considered. Diluted
loss per share is equal to basic loss per share.

                                                                          Year ended       Year ended

                                                                          30 June 2023     30 June 2022
                                                                          Number           Number
 Weighted average number of ordinary shares for the purpose of basic and  336,648,648      334,198,517
 diluted loss per share

                                                                          £'000            £'000
 Losses from continuing operations for the purpose of loss per share      (26,116)         (19,553)

                                                                          Pence            Pence
 Basic and diluted loss per share                                         (7.8)            (5.9)

 

7.    Cash and debt

 

                            30 June 2023      30 June 2022
                            £'000             £'000
 Cash and cash equivalents  5,094             4,849
 Borrowings                 (29,883)          (21,978)
 IFRS 16 Lease liabilities  (24,863)          (27,420)
 Net debt                   (49,652)          (44,549)

 

Borrowings principally comprise the Crestline Europe LLP facility, which was
used to fully repay the Incus Capital Finance loan facility, which was fully
repaid on 30 November 2022.

 

Notes to the cash flow statement

 

Reconciliation of loss before income tax to cash used in operations

                                                                              Year ended       Year ended

                                                                              30 June 2023     30 June 2022
                                                                              £'000            £'000
 Loss before income tax                                                       (24,991)         (19,462)
 Add back:
     Net finance costs                                                        7,497            5,321
     Share-based payments                                                     1,701            1,817
     Depreciation charges                                                     8,910            8,640
     Amortisation charges                                                     2,163            2,540
 Loss on disposal of property, plant and equipment                            5                47
 Exceptional cost - Time Out Market Miami                                     7,098            -
 Exceptional cost - Time Out Market Spitalfields                              1,049            -
 Gain on recognition / derecognition of right-of-use asset and related lease  -                (475)
 liability
 Other non-cash movements                                                     33               (67)
 (Increase)/ decrease in inventories                                          (37)             18
 Increase in trade and other receivables                                      (1,629)          (3,961)
 Increase/  in trade and other payables                                       2,936            1,038
 Cash used in operations                                                      4,735            (4,544)

 

8.    Share capital

                    Nominal value per share      30 June 2023    30 June 2022
                                                 Number          Number

 Ordinary shares                                 337,589,584     335,870,417
 Aggregate amounts                               337,589,584     335,870,417

                                                 £'000           £'000
 Ordinary shares    £0.001                       338             336
 Aggregate amounts                               338             336

 

9.    Post balance sheet events

On 7th November 2023 the Directors agreed to enter into an extension of the
£5.2m Oakley Capital loan facility to June 2025.

 

10.  Principal risks and uncertainties

The 2023 Annual Report sets out on pages 35 and 36 the principal risks and
uncertainties that could impact the business.

 

11.  Extension of unsecured Loan Note with related party

The Group has agreed to an amendment of the unsecured Loan Note with Oakley
Capital investments ("OCI") to extend the repayment date to 30 June 2025. The
loan note, listed on The International Stock Exchange ("TISE") will increase
from £5.1m to £5.2m (representing interest accrued on the initial Loan
Note). The terms remain the same, with interest charged at a 90-day average
SONIA rate plus 10% per annum, with an exit premium.

 

OCI is interested in 67,436,385 ordinary shares of 0.001 pence each in the
Company ("Ordinary Shares"), representing approximately 19.97 per cent. of the
Company's issued share capital. OCI and Oakley Capital Private Equity L.P.
together hold 147,897,400 Ordinary Shares, representing approximately 43.79
per cent. of the Company's issued share capital. As a substantial shareholder
in Time Out, OCI is a related party of the Company and the extension of the
OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party
transaction. The Directors of the Company (excluding Peter Dubens,
Non-Executive Chairman of the Company, David Till, Non-Executive Director of
the Company and Alexander Collins, Non-Executive Director of the Company, who
are not considered independent for the purposes of this transaction as a
consequence of being partners of Oakley Capital Private Equity L.P. and Oakley
Capital Limited, and Peter Dubens being a non-executive director of OCI)
consider that, having consulted with the Company's nominated adviser, Liberum
Capital, the terms of the extension of the OCI Loan Note are fair and
reasonable insofar as shareholders in the Company are concerned.

 

 

Appendix: Alternative Performance Measures

The Group has included various unaudited alternative performance measures
(APMs) in its Annual Report and Accounts. The Group includes these non-GAAP
measures as it considers these measures to be both useful and necessary to the
readers of the Annual Report and Accounts to help them more fully understand
the performance and position of the Group. The Group's measures may not be
calculated in the same way as similarly titled measures reported by other
companies. The APMs should not be viewed in isolation and should be considered
as additional supplementary information to the statutory measures. Full
reconciliations have been provided between the APMs and their closest
statutory measures.

The Group has considered the European Securities and Markets Authority (ESMA)
'Guidelines on Alternative Performance Measures' in these annual results.

 APM                                       Closest statutory measure                                              Adjustments to reconcile statutory measure
 Net revenue                               Gross revenue                                                          Net revenue is calculated as Gross revenue less the concessionnaires' share of
                                                                                                                  revenue.
 Adjusted EBITDA                           Operating profit                                                       Adjusted EBITDA is profit or loss before interest, taxation, depreciation,
                                                                                                                  amortisation, share-based payments, exceptional items and profit/(loss) on the
                                                                                                                  disposal of fixed assets. It is used by management and analysts to assess the
                                                                                                                  business before one-off and non-cash items.
 EBITDA                                    Operating profit                                                       EBITDA is profit or loss before interest, taxation, depreciation,
                                                                                                                  amortisation, and profit/(loss) on the disposal of fixed assets. It is used by
                                                                                                                  management and analysts to assess the business before one-off and non-cash
                                                                                                                  items.
 Divisional adjusted operating expenses    Administrative expenses of the Media and Market segments (see note 4)  Divisional Adjusted operating expenses are Operating costs stated before
                                                                                                                  Corporate costs, depreciation, amortisation, share-based payments, exceptional
                                                                                                                  items and profit/ (loss) on the disposal of fixed assets.
 Divisional adjusted EBITDA                Operating profit of the Media and Market segments (see note 4)         Divisional Adjusted EBITDA is Adjusted EBITDA of the Media or Market segment
                                                                                                                  stated before corporate costs.

 Corporate costs                           Operating loss of the Corporate costs segments (see note 4)            Corporate costs are Administrative expenses of the Corporate Cost segment
                                                                                                                  stated before interest, taxation, depreciation, amortisation, share-based
                                                                                                                  payments, exceptional items and profit/(loss) on the disposal of fixed assets.
 Adjusted operating expenditure (trading)  Administrative expenses of the Market segment (see note 4)             Administrative expenses of the Market segment before Market central costs.
 Trading EBITDA                            Operating profit of the Market segment (see note 4)                    Trading EBITDA represents the Adjusted EBITDA from owned and operated markets,
                                                                                                                  Management Agreement fees, and the development fees relating to Management
                                                                                                                  Agreements. It is presented before central costs of the Market business.
 Adjusted net debt                         Net debt                                                               Adjusted net debt is cash less borrowings and excludes any finance lease
                                                                                                                  liability recognised under IFRS 16.

 

Global monthly brand audience is the estimated monthly average in the period
including all Owned & Operated cities and franchises. It includes print
circulation and unique website visitors (Owned & Operated), unique social
users (as reported by Facebook and Instagram with social followers on other
platforms used as a proxy for unique users), social followers (for other
social media platforms), opted-in members and Market visitors.

 

The Group has concluded that these APMs are relevant as they represent how the
Board assesses the performance of the Group and they are also closely aligned
with how shareholders value the business. They provide like-for-like,
year-on-year comparisons and are closely correlated with the cash inflows from
operations and working capital position of the Group. They are used by the
Group for internal performance analysis and the presentation of these measures
facilitates comparison with other industry peers as they adjust for
non-recurring factors which may materially affect IFRS measures. The adjusted
measures are also used in the calculation of the Adjusted EBITDA and banking
covenants as per our agreements with our lenders. In the context of these
results, an alternative performance measure (APM) is a financial measure of
historical or future financial performance, position or cash flows of the
Group which is not a measure defined or specified in IFRS. The reconciliation
of adjusted EBITDA to operating loss is contained within the note below.

 

Alternative Performance Measures

 

Adjusted EBITDA

Year ended 30 June 2023

                                                Time Out Market  Time Out Media  Corporate costs  Total
                                                £'000            £'000           £'000            £'000
 Gross revenue                                  71,511           33,130          -                104,641
 Concessionaire share                           (28,663)         -               -                (28,663)
 Net revenue                                    42,848           33,130          -                75,978

 Gross profit                                   35,535           26,354          -                61,889
 Administrative expenses                        (48,495)         (26,084)        (4,804)          (79,383)
 Operating loss                                 (12,960)         270             (4,804)          (17,494)

 Operating loss                                 (12,960)         270             (4,804)          (17,494)
 Amortisation of intangible assets              21               1,202           940              2,163
 Depreciation of property, plant and equipment  6,322            222             -                6,544
 Depreciation of right-of-use assets            2,077            290             -                2,367
 Loss on disposal of fixed assets               -                5               -                5
 EBITDA (loss)/ gain                            (4,540)          1,989           (3,864)          (6,415)
 Share-based payments                           -                -               1,701            1,701
 Exceptional items                              8,851            1,103           75               10,029
 Adjusted EBITDA profit/ (loss)                 4,311            3,092           (2,088)          5,315

 Finance income                                                                                   167
 Finance costs                                                                                    (7,664)
 Loss before income tax                                                                           (24,991)
 Income tax                                                                                       (1,132)
 Loss for the year                                                                                (26,123)

 

 

Adjusted EBITDA

Year ended 30 June 2022

                                                Time Out Market  Time Out Media  Corporate costs  Total
                                                £'000            £'000           £'000            £'000
 Gross revenue                                  46,454           26,479          -                72,933
 Concessionaire share                           (17,530)         -               -                (17,530)
 Net revenue                                    28,924           26,479          -                55,403

 Gross profit                                   24,081           20,502          -                44,583
 Administrative expenses                        (29,921)         (22,728)        (6,075)          (58,724)
 Operating loss                                 (5,840)          (2,226)         (6,075)          (14,141)

 Operating loss                                 (5,840)          (2,226)         (6,075)          (14,141)
 Amortisation of intangible assets              14               2,526           -                2,540
 Depreciation of property, plant and equipment  6,425            150             -                6,575
 Depreciation of right-of-use assets            2,017            48              -                2,065
 Loss on disposal of fixed assets               -                47              -                47
 EBITDA (loss)/ gain                            2,616            545             (6,075)          (2,914)
 Share-based payments                           -                -               1,817            1,817
 Exceptional items                              (391)            1,159           1,548            2,316
 Adjusted EBITDA profit/(loss)                  2,225            1,704           (2,710)          1,219

 Finance income                                                                                   8
 Finance costs                                                                                    (5,329)
 Loss before income tax                                                                           (19,462)
 Income tax credit                                                                                (97)
 Loss for the period                                                                              (19,559)

 

Alternative Performance Measures

 

Adjusted net debt

 

                            30 June 2023      30 June 2022
                            £'000             £'000
 Cash and cash equivalents  5,094             4,849
 Borrowings                 (29,883)          (21,978)
 Adjusted net debt          (24,789)          (17,129)
 IFRS 16 Lease liabilities  (24,863)          (27,420)
 Net debt                   (49,652)          (44,549)

 

 

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