REG - Time Out Group plc - Full Year Results
30/10/2024 07:00
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RNS Number : 1397K Time Out Group plc 30 October 2024
30 October 2024
Time Out Group plc
("Time Out," the "Company" or the "Group")
Preliminary results for the twelve months ended 30 June 2024
Continued progress driving strong EBITDA growth from both Media and Markets
Time Out Group plc (AIM: TMO), the global media and hospitality business,
today announces its audited preliminary results for the twelve months ended 30
June 2024.
Group financial highlights
● Like-for-like revenue((1,2)) increased by 7% with Media +11% and
Markets +4%
● Reported revenue of £103.1m (2023: £104.6m) decreased by 1%
impacted by stronger GBP vs USD and Euro
● Adjusted EBITDA((1,3,6)) increased by 134% to £12.4m (2023:
£5.3m)
● Media +101% to £5.3m (2023 £2.6m)
● Markets +87% to £12.0m (2023 £6.4m)
● Operating loss narrowed to £0.0m (2023: £17.5m loss)
● Cash of £5.9m at 30 June 2024 (2023: £5.1m) and borrowings of
£38.9m (2023: £29.9m), resulted in adjusted net debt((1,4)) of £33.0m
(2023: £24.8m). Statutory net debt was £57.9m (2023: £49.7m) including
£24.9m of IFRS 16 lease liabilities (2023: £24.9m)
● Proposed Placing of new ordinary shares to raise approximately
£8m growth capital for new Markets and IT announced separately today
Operational highlights
● Growing portfolio of nine open Markets, three of which opened in the
last twelve months: Cape Town in November 2023, Porto in May 2024 and
Barcelona after the period end, in July 2024
● Seven additional Markets expected to be opened by FY27 close, with a
strong pipeline of further opportunities
● Global monthly brand reach grew by 8% to 150m((5))
● New 'out of home' advertising revenue trial live in New York Market
● Winning big-ticket campaigns from an expanding client roster
including a new global media campaign and cross-platform partnership with
Coca-Cola
Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, said:
"The Time Out brand is a critical contributor to the success of both Media and
Markets, and rather than view these businesses as two separate units, we
believe there is substantial potential to increase the synergies between the
two and cement Time Out as a unique proposition, both for our audience and for
our commercial partners.
"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. Our
turnaround programme has transformed the EBITDA profitability of the Group. We
are now focused on executing our growth strategy. On behalf of the Board, I
would like to thank all of the Time Out team for delivering this result."
Current Trading and Outlook
The Group has a clear plan to drive like for like growth in existing Markets,
whilst continuing to convert the strong pipeline of potential new Market sites
and large media advertising deals and trading for FY25 remains in line with
management expectations.
Having opened seven Markets in 10 years, we expect to open seven Markets in
the period from November 2023 to November 2025 and reach a minimum of 16
Markets by 2027. When coupled with a continued pipeline of new opportunities,
this growth can rapidly improve the operational gearing of our fixed cost
base, meaning we have the potential to continue to grow profitability at a
faster rate than sales. We continue to receive approaches from commercial
parties keen to work with the Time Out brand and are increasingly confident in
our global strategy.
(1) 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.
(2) Like-for-like revenue is calculated for comparison using FY23
foreign exchange rates to convert both FY24 and FY23 foreign currency
revenues, with FY23 revenues related to Miami excluded.
(3) 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.
(4) Adjusted net debt excludes lease-related liabilities under
IFRS 16.
(5) Global monthly brand reach is the estimated monthly average in
the year including all Owned & Operated cities and franchises.
(6) Consistent with FY24, FY23 comparatives have been restated to
present £1.7m of group costs, previously recorded within Media, within
corporate costs and exclude £2.1m recharges between Media and Market to
better represent the actual costs of the underlying segments.
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
Panmure Liberum (Nominated Adviser and Broker) Tel: +44 (0)203 100 2222
Andrew Godber / Edward Thomas
FTI Consulting LLP Tel: +44 (0)203 727 1000
Edward Bridges / 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 across Media and Markets.
Time Out launched in London in 1968 to help people discover the best of 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 nine cities such as Lisbon, New York
and Dubai, several new locations with expected opening dates in 2024 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).
IMPORTANT NOTICES
The information contained within this announcement relating to the Proposed
Placing and Retail Offer is deemed by the Company to constitute inside
information as stipulated under Article 7 of the Market Abuse Regulation (EU)
No. 596/2014 (as amended) as it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of the Company is Matt Pritchard, CFO.
This announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction. This
announcement is restricted and is not for release, publication, distribution
or forwarding, in whole or in part, directly or indirectly, in or into the
United States, Australia, Canada, the Republic of South Africa, Japan or any
other jurisdiction in which such publication, release or distribution would be
unlawful. This announcement is for information purposes only and is not an
offer of securities in any jurisdiction.
This communication is not an offer for securities in the United States. The
securities referred to herein have not been and will not be registered under
the US Securities Act 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold directly or indirectly in or into the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the United States.
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 2024 30 June 2023
£'000 £'000 %
Like-for-like revenue((1,2)) 106,626 100,095 +7%
103,112 104,641 (1)%
Revenue
Net revenue((1,3)) 78,722 75,978 +4%
Gross profit 64,729 61,889 +5%
Gross margin %((1,4)) 82% 81% +1%
Divisional adjusted operating expenses((1,5)) (47,417) (52,824) (10)%
Divisional adjusted EBITDA((1,5,6)) 17,312 9,066 +91%
Market 12,033 6,437 +87%
Media 5,279 2,629 +101%
Corporate costs((6)) (4,873) (3,751) +30%
Adjusted EBITDA((5)) 12,439 5,315 +134%
Operating loss (6) (17,494)
(1) 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.
(2) Like-for-like revenue is calculated for comparison using FY23
foreign exchange rates to convert both FY24 and FY23 foreign currency
revenues, with FY23 revenues related to Miami excluded.
(3) Net revenue is calculated as revenue less concessionaires'
share of revenue.
(4) Gross margin is calculated as gross profit as a percentage of
net revenue.
(5) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets.
(6) Consistent with FY24, FY23 comparatives have been restated to
present £1.7m of group costs, previously recorded within Media, within
corporate costs and exclude £2.1m recharges between Media and Market to
better represent the actual costs of the underlying segments.
The Group achieved strong Like-for-like revenue coupled with disciplined
control of costs which resulted in adjusted EBITDA of £12.4m (2023 £5.3m),
and an operating loss of £0.0m (2023: £17.5m):
· Like-for-like revenue increased by 7% and gross margin increased by
1% to 82% (2023: 81%)
· The Group generates the majority of its revenues and EBITDA in US
dollars and Euros. A stronger pound acted as headwind against revenue growth
on a statutory basis, reported revenue in GBP decreased by 1% to £103.1m
· Divisional adjusted operating expenses decreased by 10% because of
reductions in fixed costs and focus on operational efficiency, partly offset
by additional variable costs as sales grew. Continued revenue growth offers
the scope to further dilute fixed costs as a percentage of sales
Time Out Market trading overview
Year ended Year ended Change
30 June 2024 30 June 2023
£'000 £'000 %
Like-for-like revenue((1,2)) 69,717 66,965 +4%
Revenue 67,207 71,511 (6)%
Net revenue((1,3)) 42,817 42,848 (0)%
Owned and operated((3)) 38,662 38,509 0%
Management fees 4,155 4,339 (4)%
Gross profit 36,429 35,535 +3%
Gross margin %((1,4)) 85% 83% +2%
Adjusted operating expenditure (trading)((1,4)) (20,407) (22,968) (11)%
Trading EBITDA((1)) 16,022 12,567 +27%
Market central costs((6)) (3,989) (6,130) (35)%
Adjusted EBITDA((1,5,6)) 12,033 6,437 +87%
(1) 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.
(2) Like-for-like revenue is calculated for comparison using FY23
foreign exchange rates to convert both FY24 and FY23 foreign currency
revenues, with FY23 revenues related to Miami excluded.
(3) Net revenue is calculated as revenue less concessionaires'
share of revenue.
(4) Gross margin is calculated as gross profit as a percentage of
net revenue.
(5) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets.
(6) Consistent with FY24, FY23 comparatives have been restated to
exclude £2.1m recharges between Media and Market to better represent the
actual costs of the underlying segments.
Like-for-like revenue increased by 4%. Statutory revenue decreased by 6% to
£67.2m (2023: £71.5m).
During the year, new Markets were opened in Cape Town in November 2023
(management agreement) and Porto May 2024 (owned and operated). The Owned and
Operated Barcelona Market opened shortly after the year-end in July 2024. All
three have strong chef lineups, including chefs with a combined total of nine
Michelin stars.
Adjusted EBITDA increased 87% to £12.0m (2023 £6.4m).
Two new management agreements, Bahrain and Budapest, were announced in the
year which, in addition to Vancouver and Osaka, are expected to open within
the next 12 months. In total, our 16 Markets are expected to generate more
than 20 million transactions per year. The expected opening schedule based on
calendar year is as follows:
· 2024: Bahrain
· 2025: Osaka
· 2025: Vancouver
· 2025: Budapest
· 2025: Abu Dhabi
· 2027: Prague
· 2027: Riyadh
We have a strong pipeline of management agreements in negotiation 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 proven critical
success factors, with the objective of improving return on investment and
reducing time to completion.
Time Out Media trading overview
Year ended Year ended Change
30 June 2024 30 June 2023
£'000 £'000 %
Like-for-like revenue((1,2)) 36,909 33,130 +11%
Revenue 35,905 33,130 +8%
Gross profit 28,300 26,354 +7%
Gross margin %((1,3)) 79% 80% (1)%
Adjusted operating expenditure((1,4,5)) (23,021) (23,725) (3)%
Adjusted EBITDA((1,4,5)) 5,279 2,629 +101%
(1) 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.
(2) Like-for-like revenue is calculated for comparison using FY23
foreign exchange rates to convert both FY24 and FY23 foreign currency
revenues, with FY23 revenues related to Miami excluded.
(3) Gross margin is calculated as gross profit as a percentage of
revenue.
(4) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items and
profit/(loss) on the disposal of fixed assets.
(5) Consistent with FY24, FY23 comparatives have been restated to
present £1.7m of group costs, previously recorded within Media, within
corporate costs and exclude £2.1m recharges between Media and Market to
better represent the actual costs of the underlying segments.
Time Out Media trading was encouraging with Like-for-like revenue growth of
11% to £36.9m and adjusted EBITDA of £5.3m (2023: £2.6m).
Gross margin decreased by 1% to 79% (2023: 80%). We continue to tightly manage
the operating expenditure which decreased by 3% whilst we invest in talent
with digital expertise and expanded our sales team tasked with growing our
client base and winning high-value campaign deals.
A particular highlight that illustrates the success of the strategy to focus
on higher-ticket deals with global brands was the creative campaign for
Coca-Cola™. During 2024 the number of deals worth more than £100k increased
by 17%.
As a result of a focus to engage our audience by increasing video content,
Instagram and TikTok views grew by 90% YoY.
Editorial coverage picked by publications globally drives strong PR reach and
global brand awareness, which is reflected in our global monthly brand reach
growth of 8% to 150 million.
Group Financial Review
Year ended Year ended Change
30 June 2024 30 June 2023
£'000 £'000 %
Like-for-like revenue((1,2)) 106,626 100,095 +7%
Revenue 103,112 104,641 (1)%
Concessionaire share (24,390) (28,663) (15)%
Net revenue((1,3)) 78,722 75,978 +4%
Gross profit 64,729 61,889 +5%
Gross margin((1,4)) 82% 81% +1%
Administrative expenses (64,735) (79,383) (18)%
Operating loss (6) (17,494) (100)%
Finance income 493 167 +195%
Finance costs (9,036) (7,664) +18%
Loss before tax (8,549) (24,991) (66)%
Operating loss (6) (17,494) (100)%
Depreciation & amortisation 9,489 11,074 (14)%
Loss on disposal of property, plant and equipment 34 5 +580%
Share-based payments 1,767 1,701 +4%
Exceptional items 1,155 10,029 (88)%
Adjusted EBITDA((1,5)) 12,439 5,315 +134%
(1) 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.
(2) Like-for-like revenue is calculated for comparison using FY23
foreign exchange rates to convert both FY24 and FY23 foreign currency
revenues, with FY23 revenues related to Miami excluded.
(3) Net revenue is calculated as revenue less concessionaires'
share of revenue.
(4) Gross margin is calculated as gross profit as a percentage of
net revenue.
(5) 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.
Revenue and gross profit
Like-for-like revenue increased by 7% with both Markets and Media delivering
growth.
Market reported revenues fell by 6% to £67.2m due to the closure of Miami in
2023, and stronger GBP vs USD. Revenue associated with management agreements
fell 4% to £4.2m (2023: £4.2m).
Media revenue increased 8% to £35.9m (2023: £33.1m) driven by digital sales
growth and live events.
Gross margins increased by 1% to 82%, largely due to the 15% reduction in
concessionaire share.
Administrative expenses and operating loss
Administrative expenses of £64.7m decreased by 18% (2023: £79.4m) resulting
in the narrowing of operating loss to £0.0m (2023: £17.5m).
The depreciation & amortisation charge of £9.5m (2023: £11.1m) has
decreased due to some assets becoming fully depreciated.
Exceptional items of £1.2m relate to restructuring costs (2023: £1.9m).
In 2023, £5.3m write-off of capitalised costs and £1.8m irrecoverable
balances relating to Time Out Market Miami were recognised as exceptional cost
following the decision to close the Market. Capitalised costs of £1m relating
to Time Out Market Spitalfields were also recognised as exceptional following
the decision to exit the process.
Adjusted EBITDA
Adjusted EBITDA of £12.4m (FY23 £5.3m) is stated before interest, taxation,
depreciation and amortisation, share-based payment charges, exceptional items,
and loss on disposal of fixed assets. This material improvement is a result of
increased gross profits and improved operational efficiency.
Net finance costs
Net finance costs of £8.5m (2023: £7.5m) primarily relates to interest on
debt of £5.0m (2023: £3.8m), amortisation of deferred financing costs of
£1.0m (2023: £0.5m) and interest cost in respect of lease liabilities of
£2.7m (2023: £3.0m).
Foreign exchange
The revenue and costs of Group entities reporting in USD and Euros have been
consolidated in these financial statements at an average exchange rate of
$1.26 (2023: $1.21) and €1.16 (2023: €1.15) respectively.
Cash and debt
Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Cash and cash equivalents 5,903 5,094
Borrowings (38,882) (29,883)
Adjusted net debt((1,2)) (32,979) (24,789)
IFRS 16 Lease liabilities (24,898) (24,863)
Net debt (57,877) (49,652)
(1) 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.
(2) Adjusted net debt excludes lease-related liabilities under
IFRS 16.
Cash and cash equivalents increased by £0.8m to £5.9m (2023: £5.1m). This
was driven primarily by Adjusted EBITDA of £12.4m (2023 £5.3m) offset by
exceptional costs cash outflow of £1.2m (2023: £10.0m), net working capital
inflow of 1.3m (2023: £1.3m), capital expenditure of £10.6m (2023:
£2.9m), net proceeds of financing of £1.8m (2023: £0.1m net outflow). As at
30 June 2024 borrowings principally comprised a loan facility with Crestline
of €33.3m (€29.2m plus capitalised interest).
Post Balance Sheet Events: Extension of unsecured Loan Note with related party
On 29 October 2024, the Group agreed to an amendment of an existing £5.2m
unsecured loan note with Oakley Capital Investments ("OCI") to extend the
repayment date to 30 June 2026, with interest charged at a 90 day average
SONIA rate plus 8% per annum (a reduction from 10% per annum) and no exit
premium. This is a related party transaction under AIM Rule 13.
OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the
Company ("Ordinary Shares"), representing approximately 37.77 per cent. of the
Company's issued share capital. OCI, in combination with the wider Oakley
Concert Party together hold 41.68 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, Panmure Liberum, the terms of the extension of
the OCI Loan Note are fair and reasonable insofar as shareholders in the
Company are concerned.
Post Balance Sheet Event: new issue of warrants
On 30 November 2024 the Company will issue approximately 2,552,476 warrants
under the warrant instrument entered into on 30 November 2022 with Crestline
Europe LLP (the "Crestline Warrant Instrument"). These warrants will have a
strike price equal to the lower of (a) the arithmetic average of the daily
volume weighted average price of an Ordinary Share on AIM as shown on
Bloomberg on each of the 30 consecutive dealing days immediately preceding 30
November 2024 and (b) 39 pence. This brings the total number of warrants
issued under the Crestline Warrant Instrument to approximately 16,488,494.
Proposed Placing of ordinary shares for growth capital
The Group intends to announce a proposed placing of ordinary shares, to raise
approximately £8m of gross proceeds. If completed, it is intended that the
proceeds of the Placing will be used to support growth, via up-front cash
investments in new Market leases in London and New York and to accelerate
investment in IT in order to grow audience reach. The Company expects to issue
further details of the Placing shortly following the release of this
announcement.
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
the 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.
The Board is satisfied that 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 the Company continue to adopt the going concern basis in
preparing its financial statements.
Chris Ohlund
Group Chief Executive
30 October 2024
Consolidated Income statement
for the year ended 30 June 2024
Note Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Revenue 4 103,112 104,641
Cost of sales (38,383) (42,752)
Gross profit 64,729 61,889
Administrative expenses (64,735) (79,383)
Operating loss (6) (17,494)
Finance income 493 167
Finance costs (9,036) (7,664)
Loss before income tax (8,549) (24,991)
Income tax credit/(charge) 3,917 (1,132)
Loss for the year (4,632) (26,123)
Loss for the year attributable to:
Owners of the parent (4,588) (26,116)
Non-controlling interests (44) (7)
(4,632) (26,123)
Loss per share:
Basic and diluted loss per share (pence) (1.4) (7.8)
Consolidated Statement of Other Comprehensive Income
for the year ended 30 June 2024
Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Loss for the year (4,632) (26,123)
Other comprehensive expense:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences (484) (1,301)
Other comprehensive expense for the year, net of tax (484) (1,301)
Total comprehensive expense for the year (5,116) (27,424)
Total comprehensive expense for the year attributable to:
Owners of the parent (5,073) (27,417)
Non-controlling interests (43) (7)
Consolidated statement of financial position
As at 30 June 2024
Note 30 June 2024 30 June 2023
£'000 £'000
Assets
Non-current assets
Intangible assets - Goodwill 29,300 29,472
Intangible assets - Other 5,753 6,786
Property, plant and equipment 30,771 26,189
Right-of-use assets 17,065 17,843
Trade and other receivables 4,702 4,016
Deferred tax asset 4,058 -
91,649 84,306
Current assets
Inventories 823 774
Trade and other receivables 19,243 14,638
Cash and bank balances 6 5,903 5,094
25,969 20,506
Total assets 117,618 104,812
Liabilities
Current liabilities
Trade and other payables (24,898) (17,967)
Borrowings 6 (7,675) (5,878)
Lease liabilities 6 (4,463) (4,581)
(37,036) (28,426)
Non-current liabilities
Deferred tax liability (140) (957)
Borrowings 6 (31,207) (24,005)
Lease liabilities 6 (20,435) (20,282)
(51,782) (45,244)
Total liabilities (88,818) (73,670)
Net assets 28,800 31,142
Equity
Called up share capital 340 338
Share premium 186,568 185,563
Translation reserve 6,076 6,561
Capital redemption reserve 1,105 1,105
Accumulated losses (165,242) (162,420)
Total parent shareholders' equity 28,847 31,147
Non-controlling interest (47) (5)
Total equity 28,800 31,142
Consolidated Statement of Changes in Equity
Year ended 30 June 2024
Called up Share Translation Capital Accumulated losses Total parent Non- Total
Share capital premium reserve Redemption Shareholders' Controlling equity
reserve equity interest
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 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 expense - - (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 in non-controlling interest - - - - (26) (26) 26 -
Issue of shares 2 - - - - 2 - 2
Balance at 30 June 2023 338 185,863 6,561 1,105 (162,420) 31,147 (5) 31,142
Changes in equity
Loss for the year - - - - (4,588) (4,588) (44) (4,632)
Other comprehensive (expense)/income - - (485) - - (485) 1 (484)
Total comprehensive expense - - (485) - (4,588) (5,073) (43) (5,116)
Share based payments - - - - 1,767 1,767 - 1,767
Adjustment arising on change in non-controlling interest - - - - (1) (1) 1 -
Issue of shares 2 1,005 - - - 1,007 - 1,007
Balance at 30 June 2024 340 186,568 6,076 1,105 (165,242) 28,847 (47) 28,800
Consolidated statement of cash flows
Year ended 30 June 2024
Note Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Cash flows from operating activities
Cash generated from operations 7 12,557 4,735
Interest paid (1,755) (1,033)
Tax paid (1,120) (431)
Net cash generated from operating activities 9,682 3,271
Cash flows from investing activities
Purchase of property, plant and equipment (9,832) (1,950)
Purchase of intangible assets (815) (918)
Interest received 53 72
Net cash used in investing activities (10,594) (2,796)
Cash flows from financing activities
Proceeds from borrowings 5,148 30,220
Costs related to new borrowing (100) (2,499)
Repayment of borrowings - (22,745)
Repayment of lease liabilities (4,255) (5,087)
Proceeds from share issue 1,007 2
Net cash generated from / (used in) financing activities 1,800 (109)
Increase in cash and cash equivalents 888 366
Cash and cash equivalents at beginning of year 5,094 4,849
Effect of foreign exchange rate change (79) (121)
Cash and cash equivalents at end of year 5,903 5,094
Notes to the consolidated statements
1. Preliminary Information
The consolidated financial statements of Time Out Group PLC for the year
ended 30 June 2024 were authorised by the Board on 29 October 2024.
Comparative information covers the year ended 30 June 2023.
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
2024.
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 30 June 2024 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.
2. Accounting policies
The same accounting policies and methods of computation are followed in these
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:
2024 2023
Closing rate Average rate Closing rate Average rate
US dollar 1.26 1.26 1.26 1.21
Euro 1.18 1.16 1.16 1.15
Hong Kong dollar 9.88 9.86 9.89 9.45
Singaporean dollar 1.72 1.70 1.71 1.65
Australian dollar 1.89 1.92 1.91 1.79
Canadian dollar 1.73 1.70 1.67 1.62
4. Segmental information
Revenue is analysed geographically by origin as follows:
Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Europe 34,496 29,850
America 59,650 66,743
Rest of World 8,966 8,048
103,112 104,641
5. Exceptional items
Costs are analysed as follows:
Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Restructuring costs 1,086 1,882
Time Out Market Miami exit costs 70 7,098
Time Out Market Spitalfields exit costs - 1,049
1,156 10,029
The restructuring costs relates to the reorganisation of the Group,
principally redundancies £1.1m (2023: £1.9m).
6. Cash and net debt
2024 2023
£'000 £'000
Cash 5,903 5,094
Borrowings (38,882) (29,883)
IFRS 16 Lease liabilities (24,898) (24,863)
Net debt (57,877) (49,652)
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.
7. Notes to the cash flow statement
Group reconciliation of loss before income tax to cash used in operations
Year ended Year ended
30 June 2024 30 June 2023
£'000 £'000
Loss before income tax (8,549) (24,991)
Add back:
Net finance costs 8,543 7,497
Share based payments 1,767 1,701
Depreciation charges 7,660 8,910
Amortisation charges 1,828 2,163
Exceptional loss - Time Out Market Miami - 7,098
Exceptional loss - Time Out Market Spitalfields - 1,049
Loss on disposals of property, plant and equipment 34 5
Other non-cash movements (39) 33
Increase in inventories (55) (37)
Increase in trade and other receivables (5,701) (1,629)
Increase in trade and other payables 7,069 2,936
Cash generated from operations 12,557 4,735
8. Post balance sheet events
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 2026. The
loan note, listed on The International Stock Exchange ("TISE") will increase
from £5.2m to £6.02m (representing interest accrued on the pre-existing Loan
Note). The terms remain the same, save for a reduction in interest charged at
a 90-day average SONIA rate plus 8% (reduced from 10%) per annum, applied from
1 January 2024.
OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the
Company ("Ordinary Shares"), representing approximately 37.77 per cent. of the
Company's issued share capital. OCI, in combination with the wider Oakley
Concert Party together hold 41.68 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, Panmure Liberum, the terms of the extension of
the OCI Loan Note are fair and reasonable insofar as shareholders in the
Company are concerned.
Proposed Placing of ordinary shares for growth capital
The Group intends to announce a proposed placing of ordinary shares, to raise
approximately £8m of gross proceeds. If completed, it is intended that the
proceeds of the Placing will be used to support growth, via up-front cash
investments in new Market leases in London and New York and to accelerate
investment in IT in order to grow audience reach. The Company expects to issue
further details of the Placing shortly following the release of this
announcement.
Principal risks and uncertainties
The 2024 Annual Report sets out on pages 20 and 21 the principal risks and
uncertainties that could impact the business.
Appendices: Alternative Performance Measures
Appendix 1 - Explanation of alternative performance measures (APMs)
The Group has included various unaudited alternative performance measures
(APMs) in this statement. 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 preliminary results.
APM Closest statutory measure Adjustments to reconcile to statutory measure
Like-for-like revenue Revenue Like-for-like revenue is calculated for comparison using FY23 foreign exchange
rates to convert both FY24 and FY23 foreign currency revenues, with FY23
revenues related to Miami excluded.
Net revenue Revenue Net revenue is calculated as Revenue less the
concessionaires' 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 administrative
expenses 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 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 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 Administrative expenses of the Market segment before Market central costs.
Trading EBITDA Operating profit of the Market segment 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 brand reach 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.
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.
Appendix 2 - Adjusted net debt
2024 2023
£'000 £'000
Cash 5,903 5,094
Borrowings (38,882) (29,883)
Adjusted net debt (32,979) (24,789)
IFRS 16 Lease liabilities (24,898) (24,863)
Net debt (57,877) (49,652)
Appendix 3 - Adjusted EBITDA
Year ended 30 June 2024
Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
Like-for-like revenue 69,717 36,909 - 106,626
Revenue 67,207 35,905 - 103,112
Concessionaire share (24,390) - - (24,390)
Net revenue 42,817 35,905 - 78,722
Gross profit 36,429 28,300 - 64,729
Administrative expenses (32,198) (26,220) (6,317) (64,735)
Operating profit/(loss) 4,231 2,080 (6,317) (6)
Amortisation of intangible assets 12 996 820 1,828
Depreciation of property, plant and equipment 4,924 223 - 5,147
Depreciation of right-of-use assets 2,066 448 - 2,514
Loss on disposal of fixed assets - 34 - 34
EBITDA profit/(loss) 11,233 3,781 (5,497) 9,517
Share based payments 434 978 355 1,767
Exceptional items 366 520 269 1,155
Adjusted EBITDA profit/ (loss) 12,033 5,279 (4,873) 12,439
Finance income 493
Finance costs (9,036)
Loss before income tax (8,549)
Income tax credit 3,917
Loss for the year (4,632)
Year ended 30 June 2023
Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
Like-for-like revenue 66,965 33,130 - 100,095
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 (46,369) (26,547) (6,467) (79,383)
Operating loss (10,834) (193) (6,467) (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)/ profit (2,414) 1,526 (5,527) (6,415)
Share based payments - - 1,701 1,701
Exceptional items 8,851 1,103 75 10,029
Adjusted EBITDA profit/ (loss) 6,437 2,629 (3,751) 5,315
Finance income 167
Finance costs (7,664)
Loss before income tax (24,991)
Income tax charge (1,132)
Loss for the year (26,123)
Consistent with FY24, FY23 comparatives have been restated to present £1.7m
of group costs, previously recorded within Media, within corporate costs and
exclude £2.1m recharges between Media and Market to better represent the
actual costs of the underlying segments.
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