REG - Time Out Group plc - Half-year Report
05/03/2024 07:00
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RNS Number : 5485F Time Out Group plc 05 March 2024
5 March 2024
Time Out Group plc
("Time Out," the "Company" or the "Group")
Unaudited results for the six months ended 31 December 2023
Strong growth in adjusted EBITDA
driven by improved margins and performance across both Media and Markets
Company well positioned for sustained growth
Time Out Group plc (AIM: TMO), the global media and hospitality business,
today announces its unaudited results for the six months ended 31 December
2023.
Financial highlights
● Group gross revenues increased by 7% on a 'like for like'((1))
basis in constant currency
● Reported gross revenue of £52.5m (2022: £53.8m) decreased by 2%
due to stronger GBP vs USD
● Gross margins increased by 300 basis points
● Group adjusted EBITDA((2)) increased 151% to £6.0m (2022: £2.4m)
● Group operating loss narrowed to £0.1m (2022: £6.8m loss)
● Cash of £7.1m at 31 December 2023 (2022: £5.3m) and borrowings
of £34.8m (2022: £31.4m), resulted in adjusted net debt((3)) of £27.7m
(2022: £26.0m). Reported net debt was £49.0m (2022: £52.7m) including
£21.3m of IFRS 16 lease liabilities (2022: £26.7m)
Operational highlights
● Time Out Market: strong profitability and expanding global footprint
o Following Cape Town's successful opening in November 2023, the Group has
seven Markets open with a further two under construction (Porto and Barcelona,
both scheduled to open in 2024)
o Bahrain Market signed in the period, expected to open towards the end of
2024, in addition to five further sites contracted to open FY25-FY27
o Market 'like for like' gross revenue((1)) grew 11% in constant currency to
£36.5m (2022: £33.0m)
o Adjusted EBITDA increased significantly to £6.1m (2022: £2.5m) with
improved gross margin and operational productivity gains((4))
● Time Out Media: growing audience and high value campaigns driving
profitability
o Global monthly brand audience grew by 12% to 136m((5))
o Media gross revenue was unchanged year-on-year in constant currency
o Winning big-ticket campaigns from an expanding client roster including a new
global media campaign and cross-platform partnership with Coca-Cola spanning
H2 FY24 and FY25 signed post period-end
o Adjusted EBITDA increased 43% to £2.5m (2022: £1.8m) with gross margin up
by 200 basis points to 80% (2022: 78%)((4))
Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, said:
"We are making continuing progress in delivering our growth plan. Our trusted
brand and 'best of the city' content continues to attract more traffic to our
Media and more footfall to our Markets as we expand our global presence. By
leveraging the growing synergies between Media and Markets, we keep our brand
and proposition fresh, unique and suited to customer preferences alongside
increasing our profitability. On behalf of the Board I would like to thank
everyone at Time Out for their continued commitment and hard work, resulting
in the delivery of these strong results.
"Whilst we made progress on many fronts, I am particularly pleased with two
specific milestones: the successful opening and continued popularity of Time
Out Market Cape Town - which expands the footprint of our food and cultural
markets to four continents - and the launch of our partnership with Coca-Cola
which is our first global advertising campaign for a client of its scale.
"Looking ahead, we will continue to focus on growing our creative campaign
solutions for advertisers. We offer access to our global audience through both
digital (Time Out Media) and In-Real-Life (Time Out Markets). We believe the
synergies created by further increasing our digital audience in combination
with the physical audience in our Time Out Markets are unique on a global
scale. It is these synergies which make Time Out a differentiated and
increasingly attractive partner for international brands and will help us to
grow profits further in the future."
Outlook
The business has made significant further progress in driving profitability
and operational cash generation and has a number of potential growth avenues
including:
● Continuing to sign and open further Time Out Markets both Owned
and Operated and Management Agreements through collaboration with leading
landlords and developers
● The nine Management Agreements signed to date, once all
operational are expected to generate a minimum of £14m EBITDA per annum
● Improving our Time Out digital technology proposition, growing our
Media audience with engaging content with an increased focus on video, and
offering creative solutions to global blue-chip clients
● Further integration of Media and Markets to drive additional
revenues and improve the audience experience
Our recent progress gives us confidence in our scaling proven models and we
are well positioned for sustained growth.
(1) 'Like for like' revenue is calculated in reference to reported
Gross revenues by using a constant currency (FY23 rates) and removing the
prior year period sales from Miami Market, since closed.
(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.
(4) The prior period profit comparatives for Media and Markets have
been restated to report corporate central cost recharges on a consistent
basis.
(5) 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, 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.
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 / Josh Borlant
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 brand that inspires and enables people to
experience the best of the city. 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 seven 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).
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
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2023 31 December 2022
£'000 £'000 %
Group 'like for like' revenue in constant currency((1)) 54,897 51,372 7%
Gross revenue 52,509 53,801 (2)%
Market net revenue((2)) 21,848 21,154 3%
Media net revenue((2)) 17,697 18,353 (4)%
Group net revenue((2)) 39,545 39,507 0%
Gross profit 32,804 31,752 3%
Gross margin %((3)) 83% 80% +300bps
Divisional Adjusted operating expenses((4)) (24,182) (27,483) (12)%
Divisional Adjusted EBITDA((4)) 8,622 4,269 102%
Market 6,118 2,515 143%
Media 2,504 1,754 43%
Corporate costs (2,650) (1,894) 40%
Group Adjusted EBITDA((4)) 5,972 2,375 151%
Loss before tax (4,577) (12,502) (63)%
(1) 'Like for like' revenue is change in Gross Revenues at constant
currency, excluding Miami Market (closed since HY23).
(2) Net revenue is calculated as gross revenue less concessionaires'
share of revenue. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
(3) Gross margin is calculated as gross profit as a percentage of net
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. 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.
Group revenue increased by 7% in constant currency on a 'like for like' basis
and Group Adjusted EBITDA increased significantly to £6.0m (2022: £2.4m).
● Reported net revenue unchanged year on year at £39.5m
● Divisional operating expenses decreased by 12%, as a result of
reductions in fixed costs and focus on operational efficiency; continued
growth offers the scope to further dilute fixed costs as a % of sales
● Improved divisional adjusted EBITDA of £8.6m (2022: £4.3m)
Time Out Market trading overview
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2023 31 December 2022
£'000 £'000 %
'Like for like' revenue in constant currency((1)) 36,537 33,019 11%
Net revenue((2)) 21,848 21,154 3%
Gross profit 18,626 17,393 7%
Gross margin %((3)) 85% 82% +300bps
Adjusted operating expenditure (trading)((4)(5)) (10,028) (11,290) (11)%
Trading EBITDA((3)(5)) 8,598 6,103 41%
Market central costs((5)) (2,480) (3,588) (31)%
Adjusted EBITDA((4)(5)) 6,118 2,515 143%
(1) 'Like for like' revenue is change in Gross Revenues at constant
currency, excluding Miami Market (closed since HY23).
(2) Net revenue is calculated as gross revenue less concessionaires'
share of revenue. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
(3) Gross margin calculated as gross profit as a percentage of net
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. 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.
(5) The prior period profit comparatives for Media and Markets have been
restated to report corporate central cost recharges on a consistent basis.
Market 'like for like' gross revenues increased 11% in constant currency, with
adjusted EBITDA of £6.1m, 143% higher than the comparative period (2022:
£2.5m).
· Successful opening of Time Out Market Cape Town, with strong local
media coverage and footfall, resulting in high transaction volumes
· Following the successful trial of new customer ordering technology
in Cape Town, a roll out to US Markets will be completed in H2 FY24, alongside
an increase in Media presence in-market
· Optimising operations in existing Markets driving increased sales
and higher EBITDA margins
· The capex cost per square foot for upcoming openings in Barcelona
and Porto is on track to be 40% lower than previous Owned and Operated Market
openings, due to improvements in design process
· Around 1,000 cultural activations a year, leveraging Media
authority to drive awareness and footfall
The pipeline of eight new sites in development and scheduled to open over the
next three years is as follows:
● 2024: Porto (Owned & Operated)
● 2024: Barcelona (Owned & Operated)
● 2024: Bahrain (Management Agreement)
● 2025: Vancouver (Management Agreement)
● 2025: Abu Dhabi (Management Agreement)
● 2025: Osaka (Management Agreement)
● 2027: Prague (Management Agreement)
● 2027: Riyadh (Management Agreement)
Time Out Media trading overview
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2023 31 December 2022
£'000 £'000 %
Gross revenue in constant currency((1)) 18,360 18,353 0%
Gross revenue as reported 17,697 18,353 (4)%
Gross profit 14,178 14,359 (1)%
Gross margin %((2)) 80% 78% +200bps
Adjusted operating expenditure((3)(4)) (11,674) (12,605) (7)%
Adjusted EBITDA((3)(4)) 2,504 1,754 43%
(1) Gross revenues using a constant currency (FY23 rates)
(2) Gross margin calculated as gross profit as a percentage of gross
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
use to aid understanding of the underlying business performance. See appendix
Alternative Performance Measures for a reconciliation to statutory numbers.
(4) The prior period profit comparatives for Media and Markets have
been restated to report corporate central cost recharges on a consistent
basis.
On a constant currency basis, Media like for like revenue remained flat at
£18.4m whilst gross margin increased by two percentage points to 80% and
adjusted EBITDA grew by 43% to £2.5m.
Successful content strategy is driving Time Out's global monthly brand
audience((1)) which grew by 12% to 136m. A focus on increasing short-form
video content and Gen Z engagement has resulted in overall reach on social
media rising by 12 percentage points, along with continued growth in website
traffic to TimeOut.com with visits up 12%:
· 200% increase in video views YoY
· 115% growth in Instagram audience and 100% on TikTok YoY
· 79% growth in audience aged 18-24 in London
Engaging and authoritative content including "Time Out world's best cities"
and "World's coolest neighbourhoods" continues to drive global PR reach and
brand awareness with coverage across broadcast and over 1,000 press articles
worldwide.
Post period end, a new partnership was announced with Coca-Cola, to create a
global travel guide inspired by cultural moments; "Foodmarks by Coca-Cola,
powered by Time Out" which launched in February 2024. The campaign has global
reach and will span H2 FY24 and FY25, leveraging Time Out's brand heritage and
authenticity, grounded in dining, places, people and moments.
Repeat business continues to be significant, with creative campaigns
undertaken for brands including British Airways, Uber, Pernod, Hilton and
Disney.
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.
Group Financial Review
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2023 31 December 2022
£'000 £'000 %
Group 'like for like' revenue in constant currency((1)) 54,897 51,372 7%
Reported Gross revenue 52,509 53,801 (2)%
Concessionaire share (12,964) (14,294) (9)%
Net revenue 39,545 39,507 -
Gross profit 32,804 31,752 3%
Gross margin((2)) 83% 80% +300bps
Administrative expenses (32,913) (38,561) (15)%
Operating loss (109) (6,809) (98)%
Operating loss (109) (6,809) (98)%
Depreciation & amortisation
- Intangible assets 942 1,126 (16)%
- Property, plant, and equipment 2,548 3,679 (31)%
- Right-of-use assets 1,195 1,046 14%
Share-based payments 553 1,029 (46)%
Exceptional items 843 2,302 (63)%
Loss on disposal of property, plant and equipment - 2 (100)%
Adjusted EBITDA((3)) 5,972 2,375 151%
Finance income 18 11 64%
Finance costs (4,486) (5,704) (21)%
Loss before tax (4,577) (12,502) (63)%
(1) 'Like for like' revenue is change in Gross Revenues at constant
currency, excluding Miami Market (closed since HY23).
(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.
Revenue and gross profit
'Like for like' revenue in constant currency increased by 7% to £54.9m (2022:
£51.4m).
Reported net revenue for the year unchanged at £39.5m, with gross margins
increased by three percentage points to 83%.
Operating expenses
Administrative expenses across the group reduced by 15% to £32.9m (2022:
£38.6m).
Adjusted EBITDA
Group adjusted EBITDA of £6.0m (FY22 £2.4m) 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 profitability and improved operational
efficiency. 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.
Operating loss
The reported operating loss was £0.1m (2022: £6.8m loss), a £6.7m
improvement comprising +£3.6m improvement in EBITDA, £(1.5)m lower
exceptional cost, £(1.2)m lower depreciation and amortisation and £(0.5)m
lower share based payment expense
The exceptional costs of £0.8m (2022: £2.3m) includes redundancy costs of
staff who left the Group following restructuring.
Net finance costs
Net finance costs of £4.5m (2022: £5.7m) primarily relates to interest on
the Group's debt of £3.2m (2022: £2.5m) and interest cost in respect of
lease liabilities of £1.3m (2022: £1.6m).
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
$1.25 (2022 $1.18) and €1.16 (2022: €1.16) respectively.
Cash and debt
Unaudited Unaudited Audited
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Cash and cash equivalents 7,124 5,344 5,094
Borrowings (34,847) (31,362) (29,883)
Adjusted net debt (27,723) (26,018) (24,789)
IFRS 16 Lease liabilities (21,280) (26,712) (24,863)
Net debt (49,003) (52,730) (49,652)
Cash and cash equivalents increased by £2.0m to £7.1m (30 June 2023:
£5.1m). This was driven by the Group Adjusted EBITDA of £5.8m (2022:
£2.4m), exceptional costs of £(0.8)m, tax paid of £(0.8)m, net working
capital inflows of £1.6m, capital expenditure of £(3.4)m, net proceeds of
financing of £2.2m and the repayment of lease liabilities of £(2.3)m.
At 31 December 2023 borrowings principally comprised a loan facility with
Crestline of €33.3m (€29.2m plus capitalised interest).
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 10.
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.
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 Company continue to adopt the going concern basis in preparing
its financial statements.
Chris Ohlund
Group Chief Executive
5 March 2024
Consolidated Income statement
6 Months ended 31 December 2023
Note Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Gross revenue 1, 4 52,509 53,801 104,641
Cost of sales (19,705) (22,049) (42,752)
Gross profit 32,804 31,752 61,889
Administrative expenses (32,913) (38,561) (79,383)
Operating loss (109) (6,809) (17,494)
Finance income 18 11 167
Finance costs (4,486) (5,704) (7,664)
Loss before income tax (4,577) (12,502) (24,991)
Income tax (charge)/credit (592) (518) (1,132)
Loss for the period (5,169) (13,020) (26,123)
Loss for the period attributable to:
Owners of the parent (5,151) (13,016) (26,116)
Non-controlling interests (18) (4) (7)
(5,169) (13,020) (26,123)
Loss per share:
Basic and diluted loss per share (p) 1.6 3.9 7.8
Consolidated Statement of Other Comprehensive Income
6 Months ended 31 December 2023
Unaudited Unaudited Audited
6 Months ended 6 Months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Loss for the period (5,169) (13,020) (26,123)
Other comprehensive income:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences (49) 536 (1,301)
Other comprehensive (expense)/income for the period, net of tax (49) 536 (1,301)
Total comprehensive expense for the period (5,218) (12,484) (27,424)
Total comprehensive expense for the period attributable to:
Owners of the parent (5,200) (6,963) (27,417)
Non-controlling interests (18) (5) (7)
(5,218) (6,968) (27,424)
Condensed Consolidated Statement of Financial Position
At 31 December 2023
Note Unaudited Unaudited Audited
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Assets
Non-current assets
Intangible assets - Goodwill 29,518 30,200 29,472
Intangible assets - Other 7,372 7,663 6,786
Property, plant, and equipment 28,800 35,549 26,189
Right-of-use assets 14,168 19,692 17,843
Other receivables 4,510 1,773 4,016
84,368 94,877 84,306
Current assets
Inventories 781 971 774
Trade and other receivables 15,402 19,300 14,638
Cash and cash equivalents 6 7,124 5,344 5,094
23,307 25,615 20,506
Total assets 107,675 120,492 104,812
Liabilities
Current liabilities
Trade and other payables (23,901) (17,475) (17,967)
Borrowings 6 (65) (5,254) (5,878)
Lease liabilities 6 (4,698) (4,701) (4,581)
(28,664) (27,430) (28,426)
Non-current liabilities
Deferred tax liability (872) (1,079) (957)
Borrowings 6 (34,781) (24,500) (24,005)
Lease liabilities 6 (16,582) (22,011) (20,282)
(52,235) (49,197) (45,244)
Total liabilities (80,899) (76,627) (73,670)
Net assets 26,776 43,865 31,142
Equity
Called up share capital 338 336 338
Share premium 185,862 185,563 185,563
Translation reserve 6,512 8,398 6,561
Capital redemption reserve 1,105 1,105 1,105
Retained earnings / (losses) (167,018) (151,509) (162,420)
Total parent shareholders' equity 26,799 43,893 31,147
Non-controlling interest (23) (28) (5)
Total equity 26,776 43,865 31,142
Condensed Consolidated Statement of Changes in Equity
At 31 December 2023 (unaudited)
Called up Share Translation Capital Retained Total parent Non- Total
Share capital premium reserve Redemption earnings/ Shareholders' Controlling equity
reserve (losses) equity interest
£'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 July 2023 338 185,563 6,561 1,105 (162,420) 31,147 (5) 31,142
Changes in equity
Loss for the period - - - - (5,151) (5,151) (18) (5,169)
Other comprehensive income/(expense) - - (49) - - (49) - (49)
Total comprehensive income - - (49) - (5,151) (5,200) (18) (5,218)
Share-based payments - - - - 553 553 - 553
Issue of shares - 299 - - - 299 - 299
Balance at 31 December 2023 338 185,862 6,512 1,105 (167,018) 26,799 (23) 26,776
At 31 December 2022 (unaudited)
Called up Share capital Share Translation Capital Retained Total parent Non- Total
premium reserve Redemption earnings/ Shareholders' Controlling equity
reserve (losses) 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 period - - - - (13,016) (13,016) (4) (13,020)
Other comprehensive income/(expense) - - 536 - - 536 - 536
Total comprehensive income - - 536 - (13,016) (12,480) (4) (12,484)
Share-based payments - - - - 1,029 1,029 - 1,029
Adjustment arising on change of non-controlling interest - - - - - - - -
Issue of shares - - - - - - - -
Balance at 31 December 2022 336 185,563 8,398 1,105 (151,509) 43,893 (28) 43,865
Condensed Consolidated Statement of Changes in Equity
At 30 June 2023 (audited)
Called up Share capital Share Translation Capital Retained Total parent Non- Total
premium reserve Redemption earnings/ Shareholders' Controlling equity
reserve (losses) 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 income/(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 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
6 months ended 31 December 2023
Note Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations 7 6,426 755 4,735
Interest paid (12) (1,027) (1,033)
Tax paid (814) (329) (431)
Net cash generated from/ (used in) operating activities 5,600 (601) 3,271
Cash flows from investing activities
Purchase of property, plant, and equipment (3,057) (1,141) (1,950)
Purchase of intangible assets (383) (499) (918)
Interest received 18 11 72
Net cash used in investing activities (3,422) (1,629) (2,796)
Cash flows from financing activities
Proceeds from borrowings 1,939 30,220 30,220
Costs related to borrowing - (1,378) (2,499)
Repayment of borrowings (63) (21,651) (22,745)
Repayment of lease liabilities (2,270) (2,758) (5,087)
Proceeds from issue of shares 299 - 2
Transfer to restricted cash - (1,749) -
Net cash used in financing activities (95) (2,684) (109)
Increase in cash and cash equivalents 2,083 454 366
Cash and cash equivalents at beginning of year 5,094 4,849 4,849
Effect of foreign exchange rate change (53) 31 (121)
Cash and cash equivalents at end of year 7,124 5,334 5,094
Notes to the condensed consolidated statements
1. Interim Information
The financial information ("condensed consolidated statements") set out in
this announcement represents the results of the Group and its subsidiaries for
the six months ended 31 December 2023. While the financial information
included in these condensed consolidated statements has been prepared in
accordance with the recognition and measurement criteria of International
Accounting Standards ("IAS") in conformity with the requirements of the
Companies Act 2006, this announcement does not itself contain sufficient
information to comply with lASs and IFRSs.
The condensed financial information is unaudited and has not been reviewed by
the Group's auditor. The financial information for the year ended 30 June 2023
is derived from the audited financial statements for the year ended 30 June
2023, which have been delivered to the Registrar of Companies. 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
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:
6 months ended 6 months ended Year ended
31 December 2023 31 December 2022 30 June 2023
Closing rate Average rate Closing rate Average rate Closing rate Average rate
US dollar 1.27 1.25 1.21 1.18 1.26 1.21
Euro 1.15 1.16 1.13 1.16 1.16 1.15
Australian dollar 1.87 1.92 1.78 1.75 1.91 1.79
Singaporean dollar 1.68 1.69 1.62 1.65 1.71 1.65
Hong Kong dollar 9.95 9.81 9.45 9.24 9.89 9.45
Canadian dollar 1.69 1.69 1.64 1.56 1.67 1.62
4. Segmental information
Gross revenue is analysed geographically by origin as follows:
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Europe 16,515 14,636 29,850
America 32,098 34,893 66,743
Rest of World 3,896 4,272 8,048
52,509 53,801 104,641
5. Exceptional items
Exceptional items are analysed as follows:
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Restructuring costs 843 1,253 1,882
Exit costs in relation to Time Out Market Miami - - 7,098
Exit costs in relation to Time Out Market Spitalfields - 1,049 1,049
843 2,302 10,029
6. Cash and debt
Unaudited Unaudited Audited
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Cash and cash equivalents 7,124 5,344 5,094
Borrowings (34,847) (31,362) (29,883)
IFRS 16 Lease liabilities (21,280) (26,712) (24,863)
Net debt (49,003) (52,730) (49,652)
Borrowings principally comprise the Crestline Europe LLP facility, which was
used to repay the Incus Capital Finance loan facility, which was fully repaid
on 30 November 2022.
7. Notes to the cash flow statement
Reconciliation of loss before income tax to cash used in operations
Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2023 31 December 2022 30 June 2023
£'000 £'000 £'000
Loss before income tax (4,577) (12,502) (24,991)
Add back:
Net finance costs 4,468 5,693 7,497
Share-based payments 553 1,029 1,701
Depreciation charges 3,743 4,725 8,910
Amortisation charges 942 1,126 2,163
Loss on disposal of property, plant, and equipment - 2 5
Exceptional cost - Time Out Market Miami - - 7,098
Exceptional cost - Time Out Market Spitalfields - 1,049 1,049
Other non-cash movements (96) (22) 33
(Increase)/ decrease in inventories (125) 17 (37)
Increase in trade and other receivables (1,584) (982) (1,629)
Increase in trade and other payables 3,102 620 2,936
Cash generated from operations 6,426 755 4,735
8. Post balance sheet events
There have been no post balance sheet date events.
9. 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.
10. Extension of unsecured Loan Note with related party
On 7 November 2023, the Group 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.
Appendices: Alternative Performance Measures
Appendix 1 Adjusted net debt
Unaudited 6 months ended Unaudited 6 months ended Audited
31 December 2023 31 December 2022 Year ended
30 June 2023
£'000 £'000 £'000
Cash and cash equivalents 7,124 5,344 5,094
Borrowings (34,847) (31,362) (29,883)
Adjusted net debt (27,723) (26,018) (24,789)
IFRS 16 Lease liabilities (21,280) (26,712) (24,863)
Net debt (49,003) (52,730) (49,652)
Appendix 2 - Adjusted EBITDA
6 months ended 31 December 2023
Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
'Like for like' revenue 36,537 18,360 - 54,897
Gross revenue 34,812 17,697 - 52,509
Concessionaire share (12,964) - - (12,964)
Net revenue 21,848 17,697 - 39,545
Gross profit 18,626 14,178 - 32,804
Administrative expenses* (16,348) (13,034) (3,531) (32,913)
Operating profit/(loss) 2,278 1,144 (3,531) (109)
Operating profit/(loss) 2,278 1,144 (3,531) (109)
Amortisation of intangible assets 6 894 42 942
Depreciation of property, plant, and equipment 2,439 109 - 2,548
Depreciation of right-of-use assets 1,052 143 - 1,195
EBITDA gain/(loss) 5,775 2,290 (3,489) 4,576
Share-based payments - - 553 553
Exceptional items 343 214 286 843
Adjusted EBITDA profit/ (loss) 6,118 2,504 (2,650) 5,972
Finance income 18
Finance costs (4,486)
Loss before income tax (4,577)
Income tax (592)
Loss for the period (5,169)
6 months ended 31 December 2022
Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
'Like for like' revenue 33,019 18,353 - 51,372
Gross revenue 35,448 18,353 - 53,801
Concessionaire share (14,294) - - (14,294)
Net revenue 21,154 18,353 - 39,507
Gross profit 17,393 14,359 - 31,752
Administrative expenses* (22,066) (14,219) (2,276) (38,561)
Operating loss (4,673) 140 (2,276) (6,809)
Operating loss (4,673) 140 (2,276) (6,809)
Amortisation of intangible assets 4 1,122 - 1,126
Depreciation of property, plant, and equipment 3,580 99 - 3,679
Depreciation of right-of-use assets 900 146 - 1,046
Loss on disposal of fixed assets - 2 - 2
EBITDA (loss)/ gain (189) 1,509 (2,276) (956)
Share-based payments - - 1,029 1,029
Exceptional items 1,644 583 75 2,302
Adjusted EBITDA profit/ (loss) 1,455 2,092 (1,172) 2,375
Finance income 11
Finance costs (5,704)
Loss before income tax (12,502)
Income tax (518)
Loss for the period (13,020)
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 period (26,123)
*The prior period comparatives have been restated to reclassify corporate cost
recharges from Time Out Market and Time Out Media to Corporate costs to better
reflect the underlying performance of the divisions.
Appendix 3 - 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 annual results.
APM Closest statutory measure Adjustments to reconcile statutory measure
'Like for like' revenue Gross revenue 'Like for like' revenue is change in Gross Revenues using constant currency
exchange rates and excluding Miami Market (closed since HY23).
Net revenue Gross revenue Net revenue is calculated as Gross 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 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.
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