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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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