REG - Time Out Group plc - Interim Results
21/02/2025 08:00
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RNS Number : 0202Y Time Out Group plc 21 February 2025
21 February 2025
Time Out Group plc
("Time Out," the "Company" or the "Group")
Unaudited results for the six months ended 31 December 2024 (H1 FY25) and
Related Party Transactions
Markets continued growth with strong performance and accelerating openings -
reiterating full year EBITDA expectations.
New £5m convertible loan note instrument at 50p, a 16% premium to current
share price.
Time Out Group plc (AIM: TMO), the global media and hospitality business,
today announces its unaudited interim results for the six months ended 31
December 2024.
Group financial highlights
● Reported revenue of £50.9m (H1 FY24: £52.5m) a decrease of 3%
● Market net revenue growth of +12% YoY to £36.5m, with
like-for-like revenue((1,2)) growth of +3%
● Media revenue decreased 19% to £14.4m, (H1 FY24: £17.7m)
reflecting broader sector weakness due to US and UK elections. Significantly
stronger H2 anticipated.
● Adjusted EBITDA(()(1,3)) of £4.8m (H1 FY24: £6.0m):
● Markets +12% to £6.9m (H1 FY24: £6.1m)
● Media (£0.6m) loss (H1 FY24: £2.5m EBITDA profit)
● Operating loss of £2.6m (H1 FY24: £0.1m loss)
Cash of £4.8m at 31 December 2024 (H1 FY23: £7.1m) and borrowings
of £39.9m (H1 FY24: £34.8m), resulted in adjusted net debt((1,4)) of £35.0m
(H1 FY24 £27.7m). Statutory reported net debt was £74.7m (H1 FY24: £49.0m)
including £39.7m of IFRS 16 lease liabilities (H1 FY24: £21.3m)
Commenting on the results, Chris Ohlund, CEO of Time Out Group plc said:
"We anticipate further growth from both new and existing Markets in H2 which,
with a more favourable media background post the UK and US election, and
careful cost control gives us confidence that we will deliver EBITDA in line
with market expectations for the year to June 2025"
Convertible Loan Note Instrument and Related Party Transactions
Today, Time Out entered into a convertible loan note instrument ("CLN") to
raise £5.0 million of additional growth capital with its existing shareholder
Oakley Capital Limited ("OCL") and Chris Ohlund, CEO of the Company. An
initial £2.1m of the instrument has been drawn to fund the Group's continued
growth strategy, with potential for future further drawdowns.
The CLN has a maturity date of 31 December 2026 with a conversion price of
50 pence per ordinary share, a 16 per cent. premium to the closing share price
as at 20 February 2025. This constitutes an AIM Rule 13 related-party
transaction. Further information is included below.
Operational highlights
● Two new Markets opened in the period: Barcelona owned and operated
Market in July 2024 and Bahrain management agreement Market in December 2024.
Osaka management agreement Market is on track to open on 21 March 2025
● Growing portfolio of ten open Markets of which six are owned and
operated and four management agreements
● Six additional Markets contracted and expected to be opened by
FY27- a majority of which are management agreements - with a strong pipeline
of further opportunities
● As announced on 30 October 2024, the Group continues to progress
commercial negotiations on two new owned and operated Markets: in New York and
London; further announcements will be made in due course as these projects
progress
● Media revenue decrease of 19% was impacted by fewer large deals in
H1 versus prior year, predominantly in the USA where fewer RFPs were received
in the run-up to the US election, with advertisers citing political and
economic uncertainty. Post the election, there has been a material increase,
with 3x more RFPs received in January than the monthly average for the
previous three months. As a result, the pipeline of potential opportunities
for H2 is approximately 20 per cent. larger than at the same point in February
2024
● Global monthly brand reach((5)) grew by 35% to 184m, driven by
strong social media growth
● 'Out of home' advertising revenue trial in New York Market now
delivering revenue
● Confirmed Opex synergies will materially contribute to EBITDA in H2,
and in FY26
Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, added:
"Having previously announced the intention to operate as one Time Out brand
rather than as two discrete business units, we are making good progress in
increasing the synergies between the two and cementing Time Out as a unique
proposition, both for our audience and for our commercial partners. We have
already identified and actioned significant operational synergy efficiencies,
which will benefit profitability in both H2 FY25 and FY26. We also
increasingly leverage our unique capabilities to offer advertisers live events
and activations in addition to growing our out of home Media revenues in
Markets.
"Time Out continues to be trusted and relevant for a growing audience as we
inspire and enable millions of people every month to experience the best of
the city. We continue to grow our Markets revenues and footprint and are
developing both new site formats and additional revenue streams for existing
Markets. Growing the average deal size within Media has delivered revenue
growth and improved EBITDA profitability over the last four years. Having seen
a temporary reduction in RFP's prior to the US election, we have taken
appropriate actions on costs and remain confident in the long-term
performance; a recent material uplift in the volume and value of RFPs gives
Media the potential to deliver significantly stronger H2 revenue growth if
converted at the same rate as in H2 FY24."
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 Media advertising deals from leading brands.
From 2014 to 2023 the average opening rate was one Market per year. In 2024 we
opened three Markets, and in 2025 we expect to open four Markets. In
conjunction with Opex synergy savings, achieving revenue growth will
materially and rapidly improve the operational gearing of our fixed cost base,
creating the potential to grow profitability at a faster rate than sales. We
continue to receive approaches from commercial partners keen to work with the
Time Out brand and remain confident in our global strategy.
We anticipate growth from both new and existing markets in H2 which with a
more favourable media background post the UK and US election and careful cost
control gives us confidence that we will deliver EBITDA in line with market
expectations for the year to June 25.
The information contained within this announcement relating to the CLN is
deemed by the Company to constitute inside information as stipulated under
Article 7 of the Market Abuse Regulation (EU) No. 596/2014 as it forms part of
UK domestic law 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.
(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 FY24
foreign exchange rates to convert both FY24 and FY25 foreign currency
revenues.
(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.
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 / Aisa MacMaster / Joshua Borlant
FTI Consulting LLP Tel: +44 (0)203 727 1000
Edward Bridges / Shaliz Navab
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 ten cities such as Lisbon, New York and
Dubai, several new locations with expected opening dates in 2025 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
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 2024 31 December 2023
£'000 £'000 %
50,860 52,509 (3)%
Revenue
Net revenue((1,3)) 38,868 39,545 (2)%
Gross profit 32,307 32,804 (2)%
Gross margin %((1,4)) 83% 83% -
Divisional adjusted operating expenses((1,5)) (26,051) (24,182) +8%
Divisional adjusted EBITDA((1,5)) 6,256 8,622 (27)%
Market 6,865 6,118 +12%
Media (609) 2,504 (124)%
Corporate costs (1,416) (2,650) (47)%
Adjusted EBITDA((5)) 4,840 5,972 (19)%
Operating loss (2,626) (109) +2309%
(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 FY24
foreign exchange rates to convert both FY25 and FY24 foreign currency
revenues.
(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.
Net revenue decreased by 2%, with growth in Markets offset by revenue decrease
in Media, driven by a temporary reduction -particularly in the US - in the
number and value of large creative solution campaigns won in the period.
Divisional Opex increased by 8% or +£1.9m with new owned and operated Markets
in Porto and Barcelona adding +£2.7m YoY, partly offset by £0.8m of
year-on-year Opex reductions in like-for-like Markets, Media and corporate
costs.
Operational synergies implemented in January will materially reduce annual
operating costs and support EBITDA profitability for H2 and beyond.
Time Out Market trading overview
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2024 31 December 2023
£'000 £'000 %
Like-for-like revenue((1,2)) 37,577 36,537 +3%
Revenue 36,481 34,812 +5%
Net revenue((1,3)) 24,489 21,848 +12%
Owned and operated((3)) 22,174 19,475 +14%
Management fees((3)) 2,315 2,373 (2)%
Gross profit 20,669 18,626 +11%
Gross margin %((1,4)) 84% 85% (1)%
Divisional adjusted operating expenses((1,4)) (13,805) (12,508) +10%
Adjusted EBITDA((1)) 6,865 6,118 +12%
(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 FY24
foreign exchange rates to convert both FY25 and FY24 foreign currency
revenues.
(3) Net revenue is calculated as revenue less concessionaires'
share of revenue. Management fees include pre-development fees and operating
income.
(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.
Like-for-like revenue increased by 3% and net revenue grew by 12% driven by
the new Market openings in Porto (May 2024) and Barcelona.
Adjusted EBITDA increased 12% to £6.9m (2023 £6.1m).
During the period, new Markets were opened in Barcelona in July 2024 (owned
and operated) and Bahrain in December 2024 (management agreement). Osaka
(management agreement) is on track to open on 21 March 2025. The expected
schedule for future openings is as follows:
· 2025: Osaka (MA)
· 2025: Vancouver (MA)
· 2025: Budapest (MA)
· 2025: Abu Dhabi (MA)
· 2027: Prague (MA)
· 2027: Riyadh (MA)
We have a strong pipeline of management agreements at negotiation stage, and
expect to sign more in the year ahead. As we grow our portfolio, we continue
to optimise operations in existing Markets to further grow revenue and for new
sites refine selection criteria based on proven critical success factors, with
the objective of improving return on investment and reducing time to
completion.
As first announced on 30 October 2024, the Group continues to progress
negotiations on two new owned and operated Markets; a smaller format location
in New York, and a flagship site in London. Whilst the commercial terms remain
unchanged from those previously communicated, the Company has not entered into
any legally binding arrangements in relation to either site, so there can
therefore be no certainty that the current negotiations will result in
subsequent openings.
Time Out Media trading overview
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2024 31 December 2024
£'000 £'000 %
Revenue 14,379 17,697 (19)%
Gross profit 11,638 14,178 (18)%
Gross margin %((1,3)) 81% 80% +1%
Adjusted operating expenditure((1,4)) (12,247) (11,674) +5%
Adjusted EBITDA((1,4)) (609) 2,504 (124)%
(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 FY24
foreign exchange rates to convert both FY25 and FY24 foreign currency
revenues.
(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.
Time Out Media trading was impacted by the lower pipeline of large deals
compared to the prior year and following a single one-off deal in the prior
year contributing 4% to the decrease. Media in the USA typically delivers the
highest deal values; however, in the run-up to the US election the volume and
value of RFPs ('request for proposals') was lower than in the prior year.
Subsequently the volume of RFPs has materially increased with 3x more being
received in January than the monthly average for October to December; as a
result the H2 pipeline value of RFPs is 20% higher than prior year levels.
Gross margin increased by +1% to 81% (H1 2024: 80%).
Operational synergies already implemented for H2 FY25 will reduce annual
operating costs and support profitability. In addition, the new 'Out of home'
advertising revenue trial in our Brooklyn New York Market is now delivering
revenue with the opportunity to expand this further globally.
The strategy to focus on social media content has driven strong traffic
growth, with global monthly brand reach growth of +35% to 184 million.
As announced on 30 October 2024, the Company has progressed its plans to make
investments in technology acceleration. We expect to make these investments
through the remainder of calendar 2025, targeting a payback of less than 36
months.
Group Financial Review
Unaudited Unaudited Change
6 months ended 6 months ended
31 December 2024 31 December 2023
£'000 £'000 %
Revenue 50,860 52,509 (3)%
Concessionaire share (11,992) (12,964) (7)%
Net revenue((1,3)) 38,868 39,454 (2)%
Gross profit 32,307 32,804 (2)%
Gross margin((1,4)) 83% 83% -
Administrative expenses (34,933) (32,913) +6%
Operating loss (2,626) (109) +2,309%
Net finance cost (4,222) (4,468) (6)%
Loss before tax (6,848) (4,577) +50%
Operating loss (2,626) (109) +2,309%
Depreciation & amortisation 4,819 4,685 +3%
Share-based payments 675 553 +22%
Exceptional items 1,972 843 +134%
Adjusted EBITDA((1,5)) 4,840 5,972 (19)%
(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 FY24
foreign exchange rates to convert both FY25 and FY24 foreign currency
revenues.
(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
Market net revenues grew 12%
Media revenue decreased 19% to £14.4m (2023: £17.7m)
Gross margins were unchanged at 83%
Administrative expenses and operating loss
Administrative expenses of £34.9m increased by 6% (2023: £32.9m) resulting
in the increase of operating loss to £2.6m (2023: £0.1m loss).
The depreciation & amortisation charge of £4.8m (2023: £4.7m) has
increased due to the recognition of the Barcelona lease offset by assets
becoming fully depreciated.
Exceptional items of £1.1m relate to restructuring costs (2023: £0.8m) and
£0.8m of one-off costs relating to the Americas Cup event in Barcelona,
including sponsorship and temporary market reconfigurations.
Adjusted EBITDA
Adjusted EBITDA of £4.8m (2023: £6.0m) is stated before interest, taxation,
depreciation and amortisation, share-based payment charges, exceptional items,
and loss on disposal of fixed assets.
Net finance costs
Net finance costs of £4.2m (2023: £4.5m) primarily relates to interest on
debt of £2.5m (2023: £3.2m) and interest cost in respect of lease
liabilities of £1.7m (2023: £1.3m).
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
$1.29 (2023: $1.25) and €1.19 (2023: €1.16) respectively.
Cash and debt
Unaudited Unaudited Audited
31 December 2024 £'000 31 December 2023 £'000 30 June 2024
£'000
Cash and cash equivalents 4,837 7,124 5,903
Borrowings (39,875) (34,847) (38,882)
Adjusted net debt((1,2)) (35,038) (27,723) (32,979)
IFRS 16 Lease liabilities (39,653) (21,280) (24,898)
Net debt (74,691) (49,003) (57,877)
(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 decreased by £1.1m to £4.8m (2024: £5.9m). This
was driven primarily by capital expenditure of £5.1m (2023: £3.5m), interest
and tax paid £1.8m (2023: £0.8m), lease liability payments of £2.2m (2023:
£2.3m) and repayment of borrowings of £0.1m (2023: £1.9m proceeds from
borrowings) offset by cashflow from operations of £0.4m (2023: £6.4m) and
proceeds from share issues £8.1m (2023: £0.3m).
Post Balance Sheet Events: Entry into unsecured Convertible Loan Note with
related parties
Today, Time Out Group entered into a convertible loan note instrument (the
"CLN") to raise £5.0 million with its existing shareholder, Oakley Capital
Limited ("OCL") and Chris Ohlund, CEO of the Company, the CLN funding split
£4.5m from OCL and £0.5m from Chris Ohlund.
An initial £2.0m of the instrument has been immediately drawn down, with OCL
funding £1.8m and Chris Ohlund funding £0.2m. The proceeds of the draw down
will be used to fund the Group's continued growth strategy, with the potential
for further future drawdowns.
The CLN will be used to pursue the Company's growth and investment strategy,
funding projects expected to materially improve future EBITDA margins and grow
revenues.
The CLN is unsecured, carries an interest rate of SONIA + 8 per cent. per
annum, has an arrangement fee of 2 per cent. of the amount of the CLN and has
a maturity date of 31 December 2026. Interest is accrued in kind rather than
paid in cash. Subject to the satisfaction of the condition noted below, the
CLN will convert into Ordinary Shares on the maturity date (or as soon as
reasonably practicable thereafter) at the Conversion Price of 50 pence per
ordinary share. The Conversion Price is a 16 per cent. premium to the closing
share price as at 19 February 2025. The Company has sole discretion as to
whether the CLN will be redeemed or (subject to the condition noted below)
converted into Ordinary Shares on the maturity date.
OCL is interested in 4,938,649 Ordinary Shares, representing approximately
1.38 per cent. of the Company's issued share capital. OCL is a member of a
concert party which was presumed to exist between a pre-IPO shareholding group
which currently comprises (among others), OCL, Oakley Capital Investments
("OCI"), and three directors of the Company being, Peter Dubens, Alexander
Collins and David Till (the "Concert Party Group"). The Concert Party Group
has an aggregate holding of 42.46 per cent of the Company's issued share
capital. The potential conversion of the CLN into Ordinary Shares, would
result in the Concert Party Group's interest increasing, triggering an
obligation for the Concert Party Group to make an offer, in accordance with
the requirements of the Takeover Code, for the entire issued share capital of
the Company, under Rule 9 of the Takeover Code.
The conversion right pursuant to the terms of the CLN, by which the CLN may
convert into Ordinary Shares, is conditional on a waiver of the obligation for
the Concert Party Group to make a mandatory offer under Rule 9 of the Takeover
Code being granted by the Panel.
OCL, as the parent company, is an associate of OCI which is interested in
136,082,622 Ordinary Shares, representing approximately 38.08 per cent. of the
Company's issued share capital. OCI is therefore a substantial shareholder in
Time Out. As a result, OCL is a related party of the Company. Also, Chris
Ohlund, as a director of Time Out, who is also interested in 200,000 Ordinary
Shares, representing approximately 0.06 per cent. of the Company's issued
share capital, is a related party of the Company. As such, the execution of
the CLN by the Company constitutes, for the purposes of AIM Rule 13, related
party transactions.
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
Limited, the terms of the CLN are fair and reasonable insofar as shareholders
in the Company are concerned.
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
21 February 2025
Consolidated Income statement
for the 6 months ended 31 December 2024
Note Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2024 31 December 2023 30 June 2024
£'000 £'000 £'000
Revenue 50,860 52,509 103,112
Cost of sales (18,553) (19,705) (38,383)
Gross profit 32,307 32,804 64,729
Administrative expenses (34,933) (32,913) (64,735)
Operating loss (2,626) (109) (6)
Finance income 17 18 493
Finance costs (4,239) (4,486) (9,036)
Loss before income tax (6,848) (4,577) (8,549)
Income tax (charge)/ credit (26) (592) 3,917
Loss for the year (6,874) (5,169) (4,632)
Loss for the year attributable to:
Owners of the parent (6,783) (5,151) (4,588)
Non-controlling interest (1) (18) (44)
(6,874) (5,169) (4,632)
Loss per share:
Basic and diluted loss per share (pence) (1.9) (1.6) (1.4)
Consolidated Statement of Other Comprehensive Income
for the six months ended 31 December 2024
Note Unaudited Unaudited Audited
6 months ended 6 months ended Year ended
31 December 2024 31 December 2023 30 June 2024
£'000 £'000 £'000
Loss for the period (6,874) (5,169) (4,632)
Other comprehensive income:
Items that may be subsequently reclassified to the profit and loss:
Currency translation differences (5,318) (49) (484)
Other comprehensive (expense)/income for the period, net of tax (5,318) (49) (484)
Total comprehensive expense for the period (12,192) (5,218) (5,116)
Total comprehensive expense for the period attributable to:
Owners of the parent (12,191) (5,200) (5,073)
Non-controlling interests (1) (18) (43)
(12,192) (5,218) (5,116)
Consolidated statement of financial position
As at 31 December 2024
Note Unaudited Unaudited Audited
31 December 2024 31 December 2023 30 June 2024
£'000 £'000 £'000
Assets
Non-current assets
Intangible assets - Goodwill 29,019 29,518 29,300
Intangible assets - Other 6,192 7,372 5,753
Property, plant and equipment 31,737 28,800 30,771
Right-of-use assets 30,891 14,168 17,065
Trade and other receivables 4,614 4,510 4,702
Deferred tax asset 3,998 - 4,058
106,451 84,368 91,649
Current assets
Inventories 926 781 823
Trade and other receivables 18,736 15,402 19,243
Cash and bank balances 6 4,837 7,124 5,903
24,499 23,307 25,969
Total assets 130,950 107,675 117,618
Liabilities
Current liabilities
Trade and other payables (25,961) (23,901) (24,898)
Borrowings 6 (791) (65) (7,675)
Lease liabilities 6 (6,109) (4,698) (4,463)
(32,861) (28,664) (37,036)
Non-current liabilities
Deferred tax liability (120) (872) (140)
Borrowings 6 (39,084) (34,781) (31,207)
Lease liabilities 6 (33,544) (16,582) (20,435)
(72,748) (52,235) (51,782)
Total liabilities (105,609) (80,899) (88,818)
Net assets 25,341 26,776 28,800
Equity
Called up share capital 357 338 340
Share premium 194,607 185,862 186,568
Translation reserve 758 6,512 6,076
Capital redemption reserve 1,105 1,105 1,105
Accumulated losses (171,440) (167,018) (165,242)
Total parent shareholders' equity 25,387 26,799 28,847
Non-controlling interest (48) (23) (47)
Total equity 25,339 26,776 26,776
Consolidated Statement of Changes in Equity
At 31 December 2024 (unaudited)
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 2024 340 186,568 6,076 1,105 (165,242) 28,847 (47) 28,800
Changes in equity
Loss for the period - - - - (6,873) (6,873) (1) (6,874)
Other comprehensive expense - - (5,318) - - (5,318) - (5,318)
Total comprehensive expense - - (5,318) - (6,873) (12,191) (1) (12,192)
Share based payments - - - - 675 675 - 675
Issue of shares 17 8,039 - - - 8,056 - 8,056
Balance at 31 December 2024 357 194,607 758 1,105 (171,440) 25,387 (48) 25,339
At 31 December 2023 (unaudited)
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 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 expense - - (49) - - (49) - (49)
Total comprehensive expense - - (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 30 June 2024 (audited)
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 2023 338 185,563 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 - - (485) - - (485) 1 (484)
Total comprehensive expense - - (485) - (4,588) (5,073) (43) (5,166)
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
for the 6 months ended 31 December 2024
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Cash flows from operating activities
Cash generated from operations 368 6,426 12,557
Interest paid (1,721) (12) (1,755)
Tax paid (85) (814) (1,120)
Net cash (used in)/ generated from operating activities (1,438) 5,600 9,682
Purchase of property, plant and equipment (4,203) (3,057) (9,832)
Purchase of intangibles assets (941) (383) (815)
Interest received 17 18 53
Net cash used in investing activities (5,127) (3,422) (10,594)
Cash flows from financing activities
Proceeds from borrowings - 1,939 5,148
Costs related to borrowings - - (100)
Repayment of borrowings (103) (63) -
Repayment of lease liabilities (2,154) (2,270) (4,255)
Proceeds from issue of shares 8,056 299 1,007
Net cash used in financing activities 5,799 (95) 1,800
(Decrease)/ increase in cash and cash equivalents (766) 2,083 888
Cash and cash equivalents at beginning of year 5,903 5,094 5,094
Effect of foreign exchange rate (300) (53) (79)
Cash and cash equivalents at beginning of year 4,837 7,124 5,903
Notes to the consolidated statements
1. Preliminary 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 2024. 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 2024
is derived from the audited financial statements for the year ended 30 June
2024, 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:
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
Closing rate Average rate Closing rate Average rate Closing rate Average rate
US dollar 1.27 1.29 1.27 1.25 1.26 1.26
Euro 1.20 1.19 1.15 1.16 1.18 1.16
Australian dollar 1.96 1.94 1.87 1.92 9.88 9.86
Singapore dollar 1.71 1.71 1.68 1.69 1.72 1.70
Hong Kong dollar 9.91 10.09 9.95 9.81 1.89 1.92
Canadian dollar 1.78 1.78 1.69 1.69 1.73 1.70
4. Segmental information
Revenue is analysed geographically by origin as follows:
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Europe 18,768 16,515 34,496
America 28,242 32,098 59,650
Rest of world 3,850 3,896 8,966
50,860 52,509 103,112
5. Exceptional items
Costs are analysed as follows:
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Restructuring cost 1,077 843 1,086
Time Out Market Barcelona costs 895 - -
Time Out Market Miami exit costs - - 70
1,972 843 1,156
6. Cash and net debt
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Cash 4,837 7,124 5,903
Borrowings (39,875) (34,847) (38,882)
IFRS 16 Lease liabilities (39,653) (21,280) (24,898)
Net debt (74,691) (49,003) (57,877)
7. Notes to the cash flow statement
Group reconciliation of loss before income tax to cash used in operations
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Loss before income tax (6,846) (4,577) (8,549)
Add back:
Net finance costs 4,221 4,468 8,543
Share-based payments 675 553 1,767
Depreciation charges 4,317 3,743 7,660
Amortisation charges 502 942 1,828
Loss on disposal of property, plant and equipment - - 34
Other non-cash movements - (96) (39)
Increase in inventories (103) (125) (55)
Increase in trade and other receivables (863) (1,584) (5,701)
(Decrease)/ increase in trade and other payables (1,535) 3,102 7,069
Cash generated from operations 368 6,426 12,557
8. 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.
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
Unaudited Unaudited Audited
6 months ended 31 December 2024 6 months ended 31 December 2023 year ended
30 June 2024
£'000 £'000 £'000
Cash 4,837 7,124 5,903
Borrowings (39,875) (34,847) (38,882)
Adjusted net debt (35,038) (27,723) (32,979)
IFRS 16 Lease liabilities (39,653) (21,280) (24,898)
Net debt (74,691) (49,003) (57,877)
Appendix 3 - Adjusted EBITDA
6 month ended 31 December 2024
Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
Like-for-like revenue 37,577 14,641 - 52,218
Revenue 36,481 14,379 - 50,860
Concessionaire share (11,992) - - (11,992)
Net revenue 24,489 14,379 - 38,868
Gross profit 20,669 11,638 - 32,307
Administrative expenses (19,369) (13,068) (2,496) (34,933)
Operating profit/(loss) 1,300 (1,430) (2,496) (2,626)
Amortisation of intangible assets - 102 400 502
Depreciation of property, plant and equipment 2,628 109 - 2,737
Depreciation of right-of-use assets 1,343 237 - 1,580
EBITDA profit/(loss) 5,271 (982) (2,096) 2,193
Share based payments - - 675 675
Exceptional items 1,594 373 5 1,972
Adjusted EBITDA profit/ (loss) 6,865 (609) (1,416) 4,840
Finance income 17
Finance costs (4,239)
Loss before income tax (6,848)
Income tax (25)
Loss for the period (6,823)
6 month 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
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)
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 profit/(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)
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)
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