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REG - Time Out Group plc - Interim Results

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RNS Number : 7097Y  Time Out Group plc  31 March 2026

 

 

31 March 2026

Time Out Group plc

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

 

Unaudited results for the six months ended 31 December 2025 (HY26)

Adjusted strategy positions the Group for a return to profitable growth

 

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 2025.

FINANCIAL HIGHLIGHTS

 ·             Group revenues increased 2% to £39.8m (H1 FY25 £38.9m)
 ·             Group adjusted EBITDA(1) increased significantly, up 23% to £6.0m (H1 FY25
               £4.8m)

               o  Markets division adjusted EBITDA(1) profit of £6.7m (H1 FY25 £6.9m)

               o  Media division returned to profitability with adjusted EBITDA(1) of £1.9m
               (H1 FY25 £0.6m adjusted EBITDA loss)
 ·             £8m equity placing announced in the period and completed early 2026 providing
               both growth capital and working capital in support of efficiency programmes

 

OPERATIONAL HIGHLIGHTS

MARKETS

Strategic evolution of the Portfolio is expected to materially enhance
near-term cash generation, with capital-light management agreements forming
the majority, with owned and operated flagship sites selected in super-prime
locations:

 ·             Two new Markets opened in the period: Budapest (Management Agreement) and
               Manhattan (Owned and operated), with Vancouver and Abu Dhabi management
               agreements scheduled to open CY26
 ·             In January 2026, the Chicago Time Out Market was closed and Boston Market was
               licenced to a large local real-estate developer, with both actions improving
               future cashflow and EBITDA
 ·             The majority of the portfolio now comprises capex-light Management agreements
               with recurring revenues
 ·             Time Out Market Union Square in Manhattan had Disney's THE LION KING on
               Broadway as exclusive opening sponsor as part of a multi-month partnership

 

MEDIA

Recent review of strategy is now delivering results, driving a return to
positive adjusted EBITDA(1) of £1.9m:

 ·             Monthly audience reach continued to grow, +33% year-on-year to 244m, driven
               primarily by Social Media reach growth of +44% to 224m
 ·             Media revenue growth of 3%, driven by strong growth in direct campaign sales
               in the two largest territories, with UK +41% year-on-year and USA +8%
               year-on-year
 ·             Rigorous cost control underpinned EBITDA improvements, with further pro forma
               benefits from efficiency programmes implemented during the first half of the
               financial year

 

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

"The first half of FY26 has been a period of significant operational progress
and financial improvement for Time Out Group. Following a rigorous review of
our strategy, we are seeing the direct impact of our focus on cost efficiency
and the expansion of our high-margin, capex-light model.

 

"The most notable turnaround occurred in our Media division, where we have
adapted to changing user behaviour and see significant further potential. Our
Markets division continues to be a cornerstone of the Group's value
proposition. In January 2026, we took the decisive step to close the Chicago
Market and license the Boston Market to a large local real estate developer.
These actions respond to structural changes in local footfall and ensure our
capital is deployed where it generates the highest returns.

 

"Finally, I want to acknowledge the dedication of our team during a period of
significant structural transition. I am deeply grateful for their drive and
focus, which has directly underpinned our return to profitability in the Media
division"

 

Outlook

 

The Group has a number of management agreement Markets and a media franchise
in the GCC (Gulf Cooperation Council) region. We are in regular dialogue with
our local partners. All Time Out partners in the GCC region are currently
trading, but with significantly reduced football due to the conflict.

 

The structural shift in media consumption toward video and social media -
which is driving our monthly audience reach(2) growth of +33% to 244 million -
presents a clear opportunity and demonstrates growing audience relevance. The
majority of our Markets portfolio now comprises capex-light management
agreements and our pipeline remains strong. With a more streamlined cost base,
a growing portfolio of high-margin management agreements, and a Media division
back in the black, Time Out Group is well-positioned for sustainable,
profitable growth.

 

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
statutory information

2.      Global brand audience reach is the estimated monthly average in
the year including all owned and operated cities and franchises. It includes
unique website visitors (owned and 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.

 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 / Ben Fletcher

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 over 350 cities in over 50 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 13 cities such as Lisbon, New York and Dubai, several new locations
with expected opening dates in 2026 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).

 

 

 

Chief Executive's Review

Group overview

Financial summary

 £'000                                      Unaudited        Unaudited        Change

                                            6 months ended   6 months ended

                                            31 Dec 2025      31 Dec 2024
 Revenue                                    39,752           38,868           +2%
 Gross profit                               33,259           32,307           3%
 Gross margin %                             84%              83%              +1%pt
 Divisional adjusted operating expenses(1)  (24,639)         (26,051)         (5)%
 Divisional adjusted EBITDA(1)              8,620            6,256            +38%
      Market adjusted EBITDA(1)             6,714            6,865            (2)%
      Media adjusted EBITDA(1)              1,906            (609)            -
 Corporate costs                            (2,648)          (1,416)          +87%
 Group adjusted EBITDA(1)                   5,972            4,840            +23%
 Operating loss                             (321)            (2,626)

 

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 statutory information.

Group revenue growth of 2% year-on-year, comprising Markets growth of +2% and
+3% in Media resulted in Group revenue of £39.8m (HY25: £38.9m).

Margins remained strong, increasing by +1% to 84% and divisional adjusted
operating expenses decreased by 5% driven by the media strategy review despite
the associated opex costs of the opening of the Manhattan Market in September
2025.

Markets achieved £6.7m adjusted EBITDA (HY24: £6.9m) whilst Media adjusted
EBITDA increased from a £0.6m loss to an adjusted EBITDA profit of £1.9m.
This resulted in Group adjusted EBITDA increasing from £4.8m to £6.0m.

The Operating loss of £0.3m (HY25: £2.6m loss) includes £3.1m of
exceptional items relating to ongoing restructuring activities.

 

Time Out Market trading overview

 

 £'000                              Unaudited        Unaudited        Change

                                    6 months ended   6 months ended

                                    31 Dec 2025      31 Dec 2024
 Owned and operated revenue         22,463           22,174           +1%
 Management Agreement fees          2,408            2,315            +4%
 Revenue                            24,871           24,489           +2%
 Gross profit                       21,894           20,669           +6%
 Gross margin %(1)                  88%              84%              +4%pt
 Adjusted operating expenditure(1)  (15,180)         (13,804)         +10%
 Adjusted EBITDA(1)                 6,714            6,865            (2)%

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
statutory information.

 

The results delivered by each format have informed a clear strategy for
further growth:

1.     To seek new management agreements: partnerships with major
landlords/developers as an anchor tenant in regenerations and new builds. Our
new smaller format trial in Manhattan may significantly increase the 'white
space' global growth headroom.

2.     Franchises: to build on the recently announced initial
proof-of-concept franchise in India, where the same partner operates Media and
has exclusivity for the Markets rollout. This leverages global brand IP in
large, rapidly developing economies with 'lighter-touch' input from Time Out.

3.     To selectively open flagship owned and operated sites in
super-prime locations, only in the top world cities.

When adjusting for the exclusion of the Chicago and Boston Markets across both
HY25 and HY26, revenue increased by 5%. Revenue includes trading contribution
from the Manhattan Market in the Q2'26. The operating cost of opening the
Market is the primary reason for the 10% increase in adjusted operating
expenditure.

Adjusted EBITDA of £6.7m (HY25: £6.9m) was a result of mixed performance by
Market, excluding Boston and Chicago, EBITDA grew +2% to £6.7m (HY25:
£6.6m).

Time Out Markets in Chicago and Boston both opened in 2019, located in
mixed-use urban regeneration schemes. Subsequent structural declines in
office-related footfall in the years following the Covid-19 pandemic created
challenging operating conditions. In January 2026, after the end of the
reporting period, Time Out Market Chicago was closed, and the Boston Market
was licenced to a large local real estate developer, Time Out will receive a
licence fee for the use of the Time out Brand whilst the licensee takes over
the operational management and resulting financial performance. These two
changes are expected to materially improve Markets operating cash generation
for future periods.

 

Management agreements

The increasing number of management agreement sites in operation resulted in
increased EBITDA generated from operating royalty payments in the period.
Although partly offset by the cessation of pre-development fees associated
with the costs of development resulting in overall management agreement income
increasing by 4% compared to the prior year.

Portfolio mix has now shifted to a majority of capex-light management
agreements

The expected opening schedule of those management agreements already signed
and under development based on calendar year is as follows:

·    2026: Vancouver

·    2026: Abu Dhabi

·    2026: Delhi (Franchise)

·     2028: Riyadh

·    2028: Prague

We have a strong pipeline of management agreements in negotiation and expect
to sign more in the year ahead as 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

 £'000                               Unaudited        Unaudited        Change

                                     6 months ended   6 months ended

                                     31 Dec 2025      31 Dec 2024
 Revenue                             14,881           14,379           +3%
 Cost of sales                       (3,516)          (2,741)          (28)%
 Gross profit                        11,365           11,638           (2)%
 Gross Margin %                      76%              81%              -5%pt
 Adjusted operating expenditure (1)  (9,459)          (12,247)         (23)%
 Adjusted EBITDA(1)                  1,906            (609)

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
statutory information.

A comprehensive review of strategy initiated in May 2025 identified a series
of targeted actions to improve media profitability. These actions have now
been implemented and are materially improving performance. Specifically:

1.     To increase editorial focus on video and social media content to
capitalise on growing audience reach

2.     To devolve editorial and financial performance accountability to
local leadership to increase the pace of change and profitability

3.     To streamline central functions to improve efficiency, including
reducing IT opex

4.     Selective investment in IT for audience engagement: a new, and
cheaper, email CRM platform and integration with Market email and loyalty
programmes

Focus on growing categories is delivering revenue growth

The Time Out Media audience reach has continued to grow, +33% year-on-year to
244m (H1 FY25 184m), driven by fast growth in monthly Social Media reach, of
+44% to 224m (H1 FY25 156m). This has supported strong growth in multi-channel
direct creative solutions campaigns with brands, which grew by +20%
year-on-year in H1, and which now comprise over 77% of Media revenues (H1 FY25
65%). Encouragingly, 63% of business was generated from repeat clients (H1
FY25 55%)

Conversely, indirect revenues generated by programmatic online ad auctions and
affiliate commissions have declined. This aligns with broader industry trends
as web traffic migrates to social media, and to AI-generated search answers
which have a lower click-through-rate than traditional searches. Consequently,
indirect revenues now account for less than 11% of total media revenue, a
strategic reduction from 25% in FY24 and 22% in H1 FY25. As a result, the
Group's exposure to volatile web advertising trends is now materially
mitigated.

Ongoing progress in opex reduction

Media operating costs for the period were 23% or £2.7m lower than H1 FY25.
Whilst £0.8m of the reduction was due to more accurate allocation of shared
costs across business units, the majority of the reduction was achieved
through strategic changes actioned during the period. Savings implemented
part-way through H1 will also have a proforma benefit in future periods of
approximately £1m.

The adjusted strategy has delivered results, and offers revenue growth
headroom, by:

·      Continuing to grow direct partnership revenues from multi-channel
creative solution campaigns from brands, spanning social, email, web and
in-real-life activations.

·      Replacing indirect programmatic web revenues by leveraging our
fast-growing social media reach to grow indirect social revenue.

·      Continuing to focus on maintaining high brand trust via
human-created content, whilst leveraging AI to drive reach, engagement and
operating efficiency.

 

 

 

 

 

 

 

Group Financial Review

 £'000                          Unaudited        Unaudited        Change

                                6 months ended   6 months ended

                                31 Dec 2025      31 Dec 2024
 Revenue                        39,752           38,868           +2%
 Cost of sales                  (6,493)          (6,561)          (1)%
 Gross profit                   33,259           32,307           +3%
 Gross margin                   84%              83%              +1%pt
 Administrative expenses        (33,580)         (34,933)         (4)%
 Operating loss                 (321)            (2,626)
 Net finance expense            (6,681)          (4,222)          +58%
 Loss before tax                (7,002)          (6,848)          +2%

 Operating loss                 (321)            (2,626)
 Depreciation and amortisation  2,656            4,819            (45)%
 Share based payments           573              675              (15)%
 Exceptional items(1)           3,064            1,972            +55%
 Adjusted EBITDA(1)             5,972            4,840            +23%

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
statutory information.

 

Revenue and gross profit

Group revenue increased by 2% to £39.8m (HY25: 38.9m), with additional
revenues from the new owned and operated Market in Manhattan complimenting a
3% increase in Media revenues.

Market revenue increased by 2% to £24.9m (HY25: £24.5m) as the Manhattan
Market was open for trade from September 2025.

Media revenues increased by 3% to £14.9m (HY25: £14.4m) as investment in
direct revenues continued to grow.

Administrative expenses and operating loss

Admin expenses reduced by 4% decreasing the operating loss to (£0.3)m loss
(HY25: (£2.6)m).

Adjusted operating expenditure for Market increased by 10% representing the
opening of the Manhattan Market. Media adjusted operating expenditure
decreased by 23% representing the Media strategy action.

Depreciation and amortisation charges of £2.7m (HY25: £4.8m) have decreased
due to the impairment recorded in FY25.

Exceptional items of £3.1m (HY25: £1.1m) were incurred in relation to
restructuring exercises. Exceptional items are a non-GAAP alternative
performance measures that management use to aid understanding of the
underlying business performance

Adjusted EBITDA

Adjusted EBITDA of £6.0m (HY25: £4.8m) 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 £6.7m (HY25: £4.2m) primarily relates to interest on
borrowings of £4.8m (HY25: £2.5m) and interest on lease liabilities of
£1.9m (HY25: £1.7m).

Foreign exchange

The revenue and costs of Group entities reporting in US dollars and euros have
been consolidated in these financial statements at an average exchange rate of
$1.34 (HY24: $1.29) and €1.15 (HY24: €1.19) respectively.

Cash and debt

 £'000                         31 Dec 2025      31 Dec 2024  30 June 2025
 Cash                          5,424            4,837        2,622
 Borrowings                    (56,087)         (39,875)     (46,931)
 Adjusted net debt(1)          (50,663)         (35,038)     (44,309)
 IFRS 16 Lease liabilities(2)  (41,814)         (39,653)     (42,015)
 Total                         (92,477)         (74,691)     (86,324)

1.     Adjusted net debt excludes lease-related liabilities under IFRS 16.
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.

 

Cash and cash equivalents increased by £2.8m to £5.4m (FY25: £2.6m) driven
by:

·    Cash generated from operations of £1.7m (H1 FY25: £1.4m cash used
in operating activities),

·    Cash used in investing activities of £(3.6)m (HY25: £(5.1)m), and,

·    Net cash from financing activities of £4.7m (HY25: £5.8m)
comprising £2.9m placing proceeds and a net £1.8m of loan drawdowns and
repayments.

 

Borrowings

The Group's borrowings principally comprise of loan notes and accumulated PIK
interest totalling €34.4m with Crestline Europe LLP. The facility has a term
of four years, expiring on 24 November 2026.

During FY25, it was agreed the interest would revert to PIK for the quarters
ended 30 June 2025, 30 September 2025 and 31 December 2025 at a rate of 9.5%
plus three-month EURIBOR after which time interest will be paid in cash at a
rate of 8.5% plus three-month EURIBOR.

There is an exit premium payable upon full repayment of the facility,
calculated by reference to the principal amount drawn, this is included within
the carrying value of the loan.

The facility is subject to quarterly financial covenants based on minimum
liquidity levels (quarterly testing which commenced on 31 December 2022) and
target leverage ratio (quarterly testing commenced on 30 June 2023) these are
reported to Crestline on a quarterly basis.

During the period, the Group agreed an amendment of an existing £5.2m
unsecured loan note with Oakley Capital Investments limited to extend the
repayment date to 30 June 2027, with interest charged at a 90-day-average
SONIA rate plus 12% per annum (an increase from 8% per annum) and no exit
premium. This constitutes a related party transaction under AIM Rule 13.

During the period, the Group entered a loan note instrument to raise £6.0
million of additional growth capital with its existing shareholder Oakley
Capital Limited. As part of the placing announced on the 18 December 2025, the
Company issued 63,030,062 Conversion shares to Oakley Capital Limited in
consideration for the release of £4.9m in aggregate principal amount of drawn
Debt (together with accrued and unpaid interest).

Going concern

When considering whether the Group and Company are each a going concern, the
Directors have had regard to IAS 1 para 25 which states that an entity shall
prepare financial statements on a going concern basis unless the Directors
either intend to liquidate the entity or to cease trading or have no realistic
alternative but to do so.

The financial statements have therefore 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 ("forecast
period").

The preparation under the going concern basis of accounting is subject to a
material uncertainty with regards to the requirement for the Group to
refinance its senior debt facilities within the forecast period in both the
base case and severe but plausible downside case, and potential covenant
breaches in the severe but plausible downside case.

Post Balance Sheet Event

On 7th January 2026, the company received £4.8m, representing the final
instalment of proceeds from the share placing announced on 18th December 2025.
This followed formal approval at a General Meeting on 6th January 2026. The
placing proceeds totalled £7.7m net of broker fees and were received in two
tranches: an initial £2.9m on 19th December 2025, and the remaining £4.8m on
7th January 2026. These funds will be allocated toward growth capital
investments and working capital to drive operational efficiencies

Chris Ohlund

Group Chief Executive

31 March 2026

Consolidated income statement

For the six months ended 31 December 2025

 

 £'000                                           Unaudited            Unaudited            Audited

                                                 6 months ended       6 months ended       Year ended

                                                 31 Dec 2025          31 Dec 2024          30 Jun 2025
 Revenue                                         39,752               38,868               73,225
 Cost of sales                                   (6,493)              (6,561)              (12,776)
 Gross profit                                    33,259               32,307               60,449
 Administrative expenses                         (33,580)             (34,933)             (75,085)
 Impairment                                      -                    -                    (35,066)
 Operating loss                                  (321)                (2,626)              (49,702)
 Finance income                                  -                    17                   33
 Finance costs                                   (6,681)              (4,239)              (9,177)
 Loss before income tax                          (7,002)              (6,848)              (58,846)
 Income tax charge                               (456)                (26)                 (4,993)
 Loss for the period/ year                       (7,458)              (6,874)              (63,839)

 Loss for the period/ year attributable to:
 Owners of the parent                            (7,458)              (6,783)              (63,789)
 Non-controlling interest                        -                    (1)                  (50)
 Loss for the period/ year                       (7,458)              (6,874)              (63,839)

 Loss per share
 Basic and diluted loss per share (pence)        (1.9)                (1.9)                (18.2)

 

 

 

 

Consolidated statement of other comprehensive income

For the six months ended 31 December 2025

 

 £'000                                                                   Unaudited            Unaudited            Audited

                                                                         6 months ended       6 months ended       Year ended

                                                                         31 Dec 2025          31 Dec 2024          30 Jun 2025
 Loss for the period/ year                                               (7,458)              (6,874)              (63,839)

 Other comprehensive income:
 Items that may be subsequently reclassified to the profit or loss:
 Currency translation differences                                        (373)                (5,318)              (1,682)
 Other comprehensive expense for the period/ year net of tax             (373)                (5,318)              (1,682)
 Total comprehensive expense for the period/ year                        (7,831)              (12,192)             (65,521)

 Total comprehensive expense for the period attributable to:
 Owners of the parent                                                    (7,842)              (12,191)             (65,470)
 Non-controlling interests                                               11                   (1)                  (51)
 Total comprehensive expense for the period/ year                        (7,831)              (12,192)             (65,521)

 

 

 

 

 

 

Consolidated statement of financial position

As at 31 December 2025

 

 £'000                                  Unaudited            Unaudited            Audited

                                        6 months ended       6 months ended       Year ended

                                        31 Dec 2025          31 Dec 2024          30 Jun 2025
 Assets
 Non-current assets
 Intangible assets - Goodwill           20,334               29,019               20,120
 Intangible assets - Other              6,785                6,192                6,684
 Property, plant and equipment          16,733               31,737               14,694
 Right-of-use assets                    16,345               30,891               16,802
 Trade and other receivables            5,177                4,614                5,421
 Deferred tax asset                     -                    3,998                -
                                        65,374               106,541              63,721
 Current assets
 Inventories                            824                  926                  704
 Trade and other receivables            15,694               18,736               15,503
 Cash and bank balances                 5,424                4,837                2,622
                                        21,942               24,499               18,829
 Total assets                           87,316               130,950              82,550

 Liabilities
 Current liabilities
 Trade and other payables               (22,161)             (25,961)             (21,934)
 Borrowings                             (43,877)             (791)                (8,730)
 Lease liabilities                      (6,420)              (6,109)              (6,136)
                                        (72,458)             (32,861)             (36,800)
 Non-current liabilities
 Deferred tax liabilities               -                    (120)                -
 Borrowings                             (12,210)             (39,084)             (38,201)
 Lease liabilities                      (35,394)             (33,544)             (35,879)
                                        (47,604)             (72,748)             (74,080)
 Total liabilities                      (120,062)            (105,609)            (110,880)
 Net assets                             (32,746)             25,341               (28,330)

 Equity
 Called up share capital                393                  357                  357
 Share premium                          197,415              194,607              194,607
 Translation reserves                   4,019                758                  4,403
 Capital redemption reserve             1,105                1,105                1,105
 Accumulated losses                     (235,632)            (171,440)            (228,747)
 Total parent shareholders' equity      (32,700)             25,387               (28,275)
 Non-controlling interest               (44)                 (48)                 (55)
 Total equity                           (32,744)             25,339               (28,330)

 

 

 

 

 

Consolidated Statement of Changes in Equity

At 31 December 2025 (unaudited)

 £'000                        Called-up  share capital    Share  premium   Translation  reserve   Capital redemption reserve  Accumulated  losses   Total parent shareholders' equity  Non-controlling  interest   Total equity
 Balance at 1 July 2025       357                         194,607          4,403                  1,105                       (228,747)             (28,275)                           (55)                        (28,330)
 Changes in equity
 Loss for the period          -                           -                -                      -                           (7,458)               (7,458)                            -                           (7,458)
 Other comprehensive expense  -                           -                (384)                  -                           -                     (384)                              11                          (373)
 Total comprehensive expense  -                           -                (384)                  -                           (7,458)               (7,842)                            11                          (7,831)
 Share-based payments         -                           -                -                      -                           573                   573                                -                           573
 Issue of shares              36                          2,808            -                      -                           -                     2,844                              -                           2,844
 Balance at 31 December 2025  393                         197,415          4,019                  1,105                       (235,632)             (32,700)                           (44)                        (32,744)

 

At 31 December 2024 (unaudited)

 £'000                        Called-up  share capital    Share  premium   Translation  reserve   Capital redemption reserve  Accumulated  losses   Total parent shareholders' equity  Non-controlling  interest   Total equity
 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 30 June 2025 (audited)

 £'000                                                     Called-up  share capital    Share  premium   Translation  reserve   Capital redemption reserve  Accumulated  losses   Total parent shareholders' equity  Non-controlling  interest   Total equity
 Balance at 1 July 2024                                    340                         186,568          6,084                  1,105                       (166,062)             28,035                             (47)                        27,988
 Changes in equity
 Loss for the year                                         -                           -                -                      -                           (63,789)              (63,789)                           (50)                        (63,839)
 Other comprehensive expense                               -                           -                (1,681)                -                           -                     (1,681)                            (1)                         (1,682)
 Total comprehensive expense                               -                           -                (1,681)                -                           (63,789)              (65,470)                           (51)                        (65,521)
 Share-based payments                                      -                           -                -                      -                           1,1147                1,1147                             -                           1,1147
 Adjustment arising on change in non-controlling interest  -                           -                -                      -                           (43)                  (43)                               43                          -
 Issue of shares                                           17                          8,039            -                      -                           -                     8,056                              -                           8,056
 Balance at 31 December 2024                               357                         194,607          4,403                  1,105                       (228,747)             (28,275)                           (55)                        (28,330)

 

 

 

Consolidated statement of cash flows

For the six months ended 31 December 2025

 

 £'000                                                          Unaudited            Unaudited            Audited

                                                                6 months ended       6 months ended       Year ended

                                                                31 Dec 2025          31 Dec 2024          30 Jun 2025
 Cash flow from operating activities
 Cash generated from/ (used in) operations                      2,223                368                  (2,158)
 Interest paid                                                  (184)                (1,721)              (2,856)
 Tax paid                                                       (351)                (85)                 (981)
 Net cash generated from / (used in) from operating activities  1,688                (1,438)              (5,995)

 Cash flows from investing activities
 Purchase of property, plant and equipment                      (2,759)              (4,203)              (1,436)
 Purchase of intangible assets                                  (825)                (941)                (3,282)
 Interest received                                              -                    17                   33
 Net cash used in investing activities                          (3,584)              (5,127)              (4,685)

 Cash flows from financing activities
 Proceeds from share issue                                      2,886                8,056                8,476
 Cost of share issue                                            (46)                 -                    (420)
 Proceeds from borrowings                                       4,900                -                    5,699
 Costs related to borrowings                                    (147)                -                    (315)
 Repayment of borrowings                                        (360)                (103)                (563)
 Repayment of lease liabilities                                 (2,494)              (2,154)              (5,431)
 Net cash generated from financing activities                   4,739                5,799                7,536

 Increase/ (decrease) in cash                                   2,843                (766)                (3,144)

 and cash equivalents

 Cash and cash equivalents at the start of the period/ year     2,622                5,903                5,903
 Effect of foreign exchange rate change                         (41)                 (300)                (137)
 Cash and cash equivalents at the end of the period/ year       5,424                4,837                2,622

 

 

 

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 2025. 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 2025
is derived from the audited financial statements for the year ended 30 June
2025, 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:

 

                    Dec 2025               Dec 2024                    Jun 2025
                    Closing  Average rate  Closing rate  Average rate  Closing rate  Average rate

                    Rate
 US dollar          1.35     1.34          1.27          1.29          1.37          1.29
 Euro               1.15     1.15          1.20          1.19          1.17          1.19
 Hong Kong dollar   10.48    10.45         9.91          10.09         10.77         10.06
 Singapore dollar   1.73     1.73          1.71          1.71          1.75          1.72
 Australian dollar  2.01     2.05          1.96          1.94          2.10          2.00
 Canadian dollar    1.84     1.85          1.78          1.78          1.88          1.80

 

4.     Notes to the cash flow statement

Group reconciliation of loss before income tax to cash used in operations:

                                                        Unaudited            Unaudited                                   Audited

                                                        6 months ended       6 months ended                              Year ended

                                                        31 Dec 2025          31 Dec 2024                                 30 Jun 2025
 Loss before income tax                                 (7,002)                              (6,846)                     (58,846)
 Add back:
 Net finance cost                                       6,681                4,221                                       9,144
 Share based payments                                   573                  675                                         1,147
 Depreciation charges                                   1,932                4,317                                       9,209
 Amortisation charges                                   724                  502                                         2,101
 Impairment                                             -                    -                                           35,066
 Loss on disposal of property, plant and equipment      -                    -                                           6
 Other non-cash movements                               -                    -                                           (89)
 (Increase) / increase in inventories                   (109)                (103)                                       80
 Increase in trade and other receivables                (233)                (863)                                       2,485
 Decrease in trade and other payables                   (343)                (1,535)                                     (2,461)
 Cash generated from / (used in) operations             2,223                368                                         (2,158)

 

 

5.     Principal risks and uncertainties

The 2025 Annual Report sets out on pages 24 and 25 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
 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  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 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 and operated cities and franchises. It includes print circulation and
unique website visitors (owned and 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 on the following page.

Appendix 2 - Adjusted net debt

 

 £'000                          31 Dec 2025      31 Dec 2024      30 June 2025
 Cash                           5,424            4,837            2,622
 Borrowings                     (56,087)         (39,875)         (46,931)
 Adjusted net debt              (50,663)         (35,038)         (44,309)
 IFRS 16 Lease liabilities      (41,814)         (39,653)         (42,015)
 Total                          (92,477)         (74,691)         (86,324)

 

 

Appendix 3 - Adjusted EBITDA

 

 Six months ended 31 December 2025              Time Out Market  Time Out Media  Corporate costs  Total

                                                £'000            £'000           £'000            £'000
 Revenue                                        24,871           14,881          -                39,752
 Cost of sales                                  (2,977)          (3,516)         -                (6,493)
 Gross profit                                   21,894           11,365          -                33,259
 Administrative expenses                        (17,934)         (11,758)        (3,888)          (33,580)
 Operating loss                                 3,960            (393)           (3,888)          (322)

 Operating loss                                 3,960            (393)           (3,888)          (322)
 Amortisation of intangible assets              -                680             44               724
 Depreciation of property, plant and equipment  683              37              -                720
 Depreciation of right-of-use assets            1,122            90              -                1,212
 EBITDA profit/(loss)                           5,765            414             (3,844)          2,335
 Share based payments                           -                -               573              573
 Exceptional items                              949              1,492           623              3,064
 Adjusted EBITDA profit/ (loss)                 6,714            1,906           (2,648)          5,972

 Six months ended 31 December 2024              Time Out Market  Time Out Media  Corporate costs  Total

                                                £'000            £'000           £'000            £'000
 Revenue                                        24,489           14,379          -                38,868
 Cost of sales                                  (3,820)          (2,741)         -                (6,561)
 Gross profit                                   20,669           11,638          -                32,307
 Administrative expenses                        (19,369)         (13,068)        (2,496)          (2,626)
 Operating loss                                 1,300            (1,430)         (2,496)          (2,626)

 Operating 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

 Year ended 30 June 2025                        Time Out Market  Time Out Media  Corporate costs  Total

                                                £'000            £'000           £'000            £'000
 Revenue                                        46,656           26,569          -                73,225
 Cost of sales                                  (7,279)          (5,497)         -                (12,776)
 Gross profit                                   39,377           21,072          -                60,449
 Administrative expenses                        (42,680)         (28,619)        (3,786)          (75,085)
 Impairment                                     (25,426)         (9,640)         -                (35,066)
 Operating loss                                 (28,729)         (17,187)        (3,786)          (49,702)

 Operating loss                                 (28,729)         (17,187)        (3,786)          (49,702)
 Amortisation of intangible assets              12               1,204           885              2,101
 Depreciation of property, plant and equipment  5,805            200             -                6,005
 Depreciation of right-of-use assets            2,737            467             -                3,204
 Loss on disposal of fixed assets               -                6               -                6
 Impairment                                     25,426           9,640           -                35,066
 EBITDA profit/(loss)                           5,251            (5,670)         (2,901)          (3,320)
 Share based payments                           234              635             278              1,147
 Exceptional items                              5,239            3,979           7                9,225
 Adjusted EBITDA profit/ (loss)                 10,724           (1,056)         (2,616)          7,052

 

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