REG - Time Out Group plc - Preliminary results & announcement of £8m placing
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RNS Number : 0990M Time Out Group plc 18 December 2025
18 December 2025
Time Out Group plc
("Time Out," the "Company" or the "Group")
Preliminary results for the twelve months ended 30 June 2025
and announcement of placing for £8 million
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 audited preliminary results for the twelve months ended 30
June 2025.
Outlook and Placing
· Time Out remains a global brand that is both trusted and popular,
demonstrated by continued audience growth and engagement.
· Whilst FY25 financial performance was below our targets, we have
acted swiftly and decisively to adapt and improve the business and
profitability, both in the short and medium to long-term.
· Markets business expansion is expected to continue with four new
Market openings in FY26 and beyond, rising to an expected minimum of six
openings by FY28 as we are in advanced negotiations for further sites
· Completed a Media strategy review in response to changes in the
media industry. Actions implemented are expected to return the business unit
to EBITDA profitability in H1 FY26, with revenues growing in the largest US
and UK business units.
· Today, the Company also announces an £8m placing and an additional
retail offer for:
o £3.6 million growth capital for Markets and Media technology
o £4.4 million working capital, including for one-off restructuring costs
which are expected to generate a further £3.5 million per annum savings
o The Company has received binding commitments from its largest
shareholders, Oakley Capital Investments Limited ("OCI"), Oakley Capital
Limited ("OCL" and, together with OCI, the "Oakley Shareholders") and Lombard
Odier Asset Management (Europe) Limited ("Lombard Odier"), to take up their
pro rata share of the new ordinary shares to be issued pursuant to the placing
and any further new ordinary shares not taken up by other investors
o See separate announcement for further information
o The placing strengthens the Company's funding position, providing
sufficient working capital for the year ahead; see below for further details
Group financial summary
· Revenue of £73.2 million (FY24: £103.1 million, comparative using
current accounting policy: £78.7 million(1))
o Market revenue(1) growth of +9% to £46.7 million, including the benefit
of new openings in Porto and Barcelona
o Media revenue declined (26)% to £26.6 million, following audience shift
to social media, growth of AI search and US media industry slowdown
· Adjusted EBITDA(2) of £7.1 million (FY24: £12.4 million):
o Markets £10.7 million (FY24 £12.0 million)
o Media (£1.1 million) EBITDA loss (FY24 £5.3 million EBITDA profit)
· Operating loss of £49.7 million (FY24(3): £0.4 million loss),
including £35.1 million of non-cash impairment of certain Market assets and
Media goodwill, and £9.2 million of exceptional items(2) relating to
restructuring and non-recurring items
· Cash of £2.6 million at 30 June 2025 (FY24: £5.9 million) and
borrowings of £46.9 million (FY24: £38.9 million), resulted in adjusted net
debt(2) of £44.3 million (FY24 £33.0 million). Statutory reported net debt
was £86.3 million (FY24(3): £73.4 million) including £42.0 million of IFRS
16 lease liabilities (FY24(3): £40.4 million)
· Further opex reductions made post year-end will generate proforma
savings in excess of £3 million per annum
Operational highlights
· Barcelona, Bahrain and Osaka Markets opened during FY25 with Budapest
and Manhattan opening in FY26 H1
· Portfolio of 13 open Markets; seven owned and operated and six
management agreements now open
· Four Management Agreement Markets opening next: Vancouver and Abu
Dhabi during FY26 H2; Prague and Riyadh committed openings under development,
with a strong pipeline of further opportunities
· Global monthly brand audience reach(4) 225 million, up +50%
year-on-year (FY24: 150 million)
· Media continues to attract leading brands for Creative Solutions
spanning both digital and physical channels.
· Review of Media strategy completed, increasing focus on social media
and operational efficiency. As a result, management expects the Media business
unit to deliver a return to EBITDA profitability for H1 FY26.
Commenting on the results, Chris Ohlund, CEO of Time Out Group plc, said:
"Following three consecutive years of improving EBITDA, in FY25 the media
industry experienced a number of challenges which resulted in a lower EBITDA.
We have taken decisive action and as a result have seen a material improvement
in performance since the financial year end. The changes will result in a
stronger and more focused business, positioning Time Out for a return to
profitable growth. The Time Out brand continues to have multiple growth
avenues and significant global potential, offering a unique proposition, both
for our audience and for our commercial partners."
"Whilst our financial performance was below our internal targets, Time Out
continues to be trusted and relevant as we inspire and enable growing numbers
of people every month to experience the best of the city. We are confident
that actions taken are swift and appropriate and we remain focused on
executing our growth strategy."
"On behalf of the Board, I would like to thank all of the Time Out team for
their commitment, which has delivered rapid adaptations and improvements in
the business model which is bearing fruit in FY26."
1. For the year ended FY25, the revenue accounting policy was
changed prospectively, see note 3 of the financial statements for further
detail. For ease of comparison the prior year comparative, FY24, has also been
presented as if the change had been applied retrospectively. This change
reduces FY24 revenue and cost of sales in respect of US Markets by £24.4m.
2. 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
3. Restatement of the prior year comparatives affecting operating
profit and lease liabilities. See note 4 of the financial statements for
further information.
4. 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).
IMPORTANT NOTICES
The information contained within this announcement relating to the proposed
placing and retail offer is deemed by the Company to constitute inside
information as stipulated under Article 7 of the Market Abuse Regulation (EU)
No. 596/2014 (as amended) as it forms part of the domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended).
Upon the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the public domain.
The person responsible for arranging the release of this announcement on
behalf of the Company is Matt Pritchard, CFO.
This announcement is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an offer to buy
or subscribe for securities referred to herein in any jurisdiction. This
announcement is restricted and is not for release, publication, distribution
or forwarding, in whole or in part, directly or indirectly, in or into the
United States, Australia, Canada, New Zealand, the Republic of South Africa,
Japan or any other jurisdiction in which such publication, release or
distribution would be unlawful. This announcement is for information purposes
only and is not an offer of securities in any jurisdiction.
This communication is not an offer for securities in the United States. The
securities referred to herein have not been and will not be registered under
the US Securities Act 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold directly or indirectly in or into the United States
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with the
securities laws of any state or any other jurisdiction of the United States.
This document contains "forward-looking statements", which include all
statements other than statements of historical facts, including, without
limitation, any statements preceded by, followed by or that include the words
"targets", "believes", "expects", "aims", "intends", "will", "may",
"anticipates", "would", "could" or similar expressions or the negative
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking, including, among others, the
achievement of anticipated levels of profitability, growth, the impact of
competitive pricing, volatility in stock markets or in the price of the
Group's shares, financial risk management and the impact of general business
and global economic conditions. Such forward-looking statements are based on
numerous assumptions regarding the Group's present and future business
strategies and the environment in which the Group will operate in the future.
By their nature, forward-looking statements involve risks and uncertainties
because they relate to events and depend on circumstances that may or may not
occur in the future. These forward-looking statements speak only as at the
date as of which they are made, and each of Time Out Group plc and the Group
expressly disclaims any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statements contained herein to reflect any
change in Time Out Group plc's or the Group's expectations with regard thereto
or any change in events, conditions or circumstances on which any such
statements are based. Neither the Group, nor any of its agents, employees or
advisors intends or has any duty or obligation to supplement, amend, update or
revise any of the forward-looking statements contained in this document.
Chief Executive's Review
Group overview
Financial summary
2025 2024 Change
£'000
Revenue(1) 73,225 78,722 (7)%
Gross profit 60,449 64,729 (7)%
Gross margin %(1) 83% 82% +1%pt
Divisional adjusted operating expenses(2) (50,781) (47,417) +7%
Divisional adjusted EBITDA(2) 9,668 17,312 (44)%
Market adjusted EBITDA(2) 10,724 12,033 (11)%
Media adjusted EBITDA(2) (1,056) 5,279 n/a
Corporate costs (2,616) (4,873) (46%)
Group adjusted EBITDA(2) 7,052 12,439 (43)%
Operating loss(3) (49,702) (377)
1. For the year ended FY25, the revenue accounting policy was changed
prospectively, see note 3 of the financial statements for further detail. For
ease of comparison the prior year comparative, FY24, has also been presented
as if the change had been applied retrospectively. This change reduces FY24
revenue and cost of sales in respect of US Markets by £24.4m.
2. 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.
3. Restatement of the prior year comparatives affecting operating profit.
See note 4 of the financial statements for further information.
Revenue growth in Markets was offset by a decline in Media, resulting in
overall Group revenues falling by £5.5m.
Margins remained strong, increasing by +1% to 83%. However, divisional
adjusted operating expenses increased by 7%, driven primarily by two new owned
and operated Markets in Porto and Barcelona being open for the full year.
Markets achieved £10.7m adjusted EBITDA (FY24: £12.0m) whilst Media adjusted
EBITDA declined from £5.3m to an adjusted EBITDA loss of £(1.1)m. Despite
lower central costs, this resulted in Group adjusted EBITDA declining from
£12.4m to £7.1m.
The Operating loss of £49.7m (FY24(3): £0.4m loss) includes £35.1m of
non-cash impairment charges and £9.2m of exceptional items(2).
Time Out Market trading overview
£'000 2025 2024 Change
Owned operations revenue(1) 43,288 38,662 +12%
Management Agreement fees 3,370 4,155 (19)%
Revenue(1) 46,656 42,817 +9%
Gross profit 39,377 36,429 +8%
Gross margin %(2) 84% 85% (1)%pt
Adjusted operating expenditure (2) (28,653) (24,396) +17%
Adjusted EBITDA(2) 10,724 12,033 (11)%
1. For the year ended FY25, the revenue accounting policy was
changed prospectively, see note 3 of the financial statements for further
detail. For ease of comparison the prior year comparative, FY24, has also been
presented as if the change had been applied retrospectively. This change
reduces FY24 revenue and cost of sales in respect of US Markets by £24.4m.
2. 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.
Markets revenue increased by +9% due to the opening of owned and operated
Markets in Porto and Barcelona in May 2024 and July 2024 respectively.
In addition, Bahrain and Osaka (management agreements) were opened in December
2024 and March 2025 respectively. Management agreement fees decreased by 19%
driven by the transition from pre-development fee income to the receipt of
trading royalty income which is expected to increase when new Markets reach
trading maturity.
Adjusted EBITDA of £10.7m (FY24 £12.0m) was a result of mixed performance by
Market:
Owned and operated markets
Brooklyn, Lisbon and Porto all performed well, continuing to benefit from a
vibrant mix of tourist and local visitor traffic, in contrast, Boston and
Chicago experienced challenges with local footfall. Both Markets originally
opened before the Covid-19 pandemic in areas that were predominantly
office-oriented and continue to have inconsistent footfall due to ongoing
hybrid working. Remedial actions are outlined below. The new Market in
Barcelona had a softer first year than anticipated, with tourist visitor
numbers for the Americas Cup, which took place in Barcelona in Autumn 2024,
falling 2m short of the official pre-event projections.
Actions undertaken that are projected to improve profitability in FY26
include:
· A material increase in number of weekly cultural events in every
Market, testing collaborations with third-party event promoters.
· New technology to offer easier online bookings for parties, large
groups and corporate events.
· Progressive standardisation of IT systems to roll out a loyalty
rewards programme, currently under trial in our new Manhattan Market.
· Selected rent regears for those Markets where external footfall has
declined locally due to external factors.
· Increasing Media revenues from Markets, for example Disney
sponsorship of the Time Out Market opening in Manhattan. We delivered both
digital campaign content as well as in-Market activations and events. We
anticipate deals of this nature can be materially additive to future EBITDA.
New smaller format Market
Time Out Market Union Square, Manhattan opened after the year end in September
2025. At approximately 10,000 square feet, this Market is approximately 60%
smaller than an average Time Out Market, offering multiple potential
advantages.
· A smaller footprint requires fewer capex-intensive kitchens (7 in
Manhattan versus previous average of 17, materially reducing the cost to fit
out).
· Faster completion times; the Market was open and trading within
eight months of signing the lease agreement.
· Potential for higher return on capital as a result of higher sales
densities and lower capex.
· Greater format diversity increases the number of potential new
sites.
· The potential to open multiple sites in the same city, resulting
in greater brand awareness and operational scale economies.
Management Agreements
The increasing number of management agreement sites in operation resulted in
increased EBITDA generated from operating royalty payments in the period.
However, this was offset by the cessation of pre-development fees associated
with the costs of development resulting in overall management agreement income
declining by (19)% compared to the prior year.
Pipeline
We have a strong pipeline of management agreements in negotiation and expect
to sign more in the year ahead as we continue to optimise our systematic
approach to sourcing high-quality leads. 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
· 2027: Riyadh
· 2028: Prague
In the period, we signed a Media franchise agreement for India, our 11th such
agreement, however for the first time it combines both Media and potential
Market opportunities for ongoing franchise fees and site pre-development fees.
This is a test for a potential capex-light approach to leverage the brand,
which, if successful, has the potential to be deployed in other major emerging
economies.
As we grow our portfolio of open Markets, we continue to refine selection
criteria based on proven critical success factors, with the objective of
improving return on investment and reducing time to completion.
Time Out Media trading overview
£'000 2025 2024 Change
Revenue 26,569 35,905 (26)%
Cost of sales (5,497) (7,605) (28)%
Gross profit 21,072 28,300 (26)%
Gross Margin % 79% 79%
Adjusted operating expenditure (1) (22,128) (23,021) (4)%
Adjusted EBITDA(1) (1,056) 5,279 (120)%
1. This is a non-GAAP alternative performance measure ("APM") that
management uses to aid understanding of the underlying business performance.
Adjusted measures are stated before interest, taxation, depreciation,
amortisation, share-based payments, exceptional items and profit/(loss) on the
disposal of fixed assets. See appendix Alternative Performance Measures for a
reconciliation to the statutory numbers.
The UK Media business and international franchise businesses achieved EBITDA
growth, whilst the EU and APAC experienced modest declines in revenue,
however, the performance was weakest in the USA, historically the Group's
largest Media region by sales and EBITDA. Media revenue performance was
adversely impacted by two key factors, which were either temporary or can be
mitigated by changes to strategy:
1) An ongoing continuing structural shift in consumer channel
preference, from text-based websites toward video, particularly via social
media, as well as AI search impacting web traffic. Whilst this change resulted
in rapid growth in our monthly social media audience reach (up 70% to 202m),
monthly web visits fell (32.5m to 22.7m). Historically our monetisation of
social media has lagged that of the website, however this is addressable and
we have already started to increase both our volume of video production and to
unlock new monetisation routes.
2) In recent years, US Media has benefitted each year from a small
number of large account 'wins', however, these weren't contracted in the year
as the US experienced a marked slowdown in RFP submissions in the run-up to
the US presidential election in November 2024, resulting in lower revenues in
Q2 and Q3. As a result, we have reviewed our sales process and identified the
critical factors to increase RFP conversion rate, which is already bearing
fruit in FY26 with the US expected to return to revenue growth for H1.
Time Out Media trading overview and outcome of review of strategy
In May 2025, the Company announced a strategy review was under way for Media
to improve the monetisation of its growing audience and maximise Group
returns. Media is expected to return to EBITDA profitability in H1 FY26 and
the directors are confident that the division will deliver sustainable
profitability by:
1) Accelerating the shift in editorial focus: increasing video output on
social media/YouTube, whilst also increasing the output of higher-engagement
best of the city content (which has a valuable audience, both per individual
and in total overall).
2) Moving from a centralised to a devolved and more entrepreneurial
structure, with each country Managing Director fully accountable for audience
engagement and EBITDA. This change has realised over £3m per annum of
proforma administrative expenses savings from central functions, with savings
realised from January 2026.
3) Improving the profitability of smaller territories by rolling out
commercial best practices from the successful UK business.
4) Accelerating technology change supporting deeper customer engagement
and greater efficiency:
• Increase customer engagement by implementing a new CRM platform,
unifying customer data across more brand touchpoints in order to improve
audience engagement and enhance customer lifetime value.
• The programmatic ad-tech 'stack' has been outsourced to a specialist
third party in order to improve efficiency and performance by applying
industry best-practice. The agreement incentivises the partner to grow
revenues.
As at the date of publication, these actions are all in-progress, and whilst
not fully implemented, we are seeing encouraging early signs of positive
impacts to revenue and profitability.
Group Financial Review
£'000 2025 2024(3) Change
Revenue(1) 73,225 78,722 (7)%
Cost of sales (12,776) (13,993) (9)%
Gross profit 60,449 64,729 (7)%
Gross margin 83% 82% +1%pt
Administrative expenses(2) (75,085) (65,106) +15%
Impairment (35,066) -
Operating loss(2) (49,702) (377)
Net finance expense(2) (9,144) (8,992) +2%
Loss before tax(2) (58,846) (9,369) +528%
Operating loss(2) (49,702) (377)
Depreciation and amortisation(2) 11,316 9,894 +14%
Impairment 35,066 -
Share based payments 1,147 1,767 (35)%
Exceptional items(3) 9,225 1,155 +699%
Adjusted EBITDA(3) 7,052 12,439 (43)%
1. For the year ended FY25, the revenue accounting policy was changed
prospectively, see note 3 of the financial statements for further detail. For
ease of comparison the prior year comparative, FY24, has also been presented
as if the change had been applied retrospectively. This change reduces FY24
revenue and cost of sales in respect of US Markets by £24.4m.
2. Restatement of the prior year comparatives affecting right-of-use
depreciation in administrative expenses and lease liability interest in net
finance expense. See note 4 of the financial statements for further
information.
3. 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 fell by (7)% to £73.2m, additional revenues from new owned and
operated Markets in Porto and Barcelona were offset by significant declines in
Media revenue.
Market revenue increased by 9% to £46.7m (FY24(*) £42.8m) as Porto and
Barcelona Markets were open for trade for their first full year.
Media revenues declined by (26)% to £26.6m (FY24: 35.9m) as indirect
programmatic revenues fell. Coupled with a decline in the volume of direct
RFP's received in the period.
* For the year ended FY25, the revenue accounting policy was changed
prospectively, see note 3 of the financial statements for further detail. For
ease of comparison the prior year comparative, FY24, has also been presented
as if the change had been applied retrospectively. This change reduces FY24
revenue and cost of sales in respect of US Markets by £24.4m.
Administrative expenses, impairment and operating loss
An increase of +15% in administrative expenses of £75.1m (2024*: £65.1m) as
well as an impairment charge of £35.1m resulting in an increase in operating
loss to £49.7m (2024*: £0.4m loss).
Adjusted operating expenditure for Media decreased slightly by (4)% to £22.1m
(FY24: £23.0m); Market opex increased by +17% to £28.7m (FY24: £24.4m) due
to the additional overheads associated with the two new owned and operated
Markets in Porto and Barcelona.
Depreciation and amortisation charges of £11.3m (FY24*: £9.9m) have
increased due to the recognition of lease and leasehold improvement assets for
Porto, Barcelona and Manhattan Markets.
Impairment charges of £35.1m have been recognised in relation to the current
performance of the Chicago, Barcelona and Boston Markets, and Media business
units in the USA, Spain and France. The impairments are comprised as follows:
· £15.9m in relation to the right-of-use property lease assets
· £10.7m of property, plant and equipment
· £8.5m recognised in relation to Media goodwill.
Exceptional items** of £9.2m (FY24: £1.2m) were incurred in relation to
restructuring exercises and other non-cash items. Exceptional items** are a
non-GAAP alternative performance measures that management use to aid
understanding of the underlying business performance
* Restatement of the prior year comparatives affecting operating profit and
lease liability interest included within finance costs. See note 4 of the
financial statements for further information.
** 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.
Adjusted EBITDA
Adjusted EBITDA of £7.1m (FY24 £12.4m) 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 £9.1m (FY24*: £9.0m) primarily relates to interest on
borrowings of £5.2m (FY24: £5.0m), interest on lease liabilities of £3.9m
(FY24*: £3.1m) and amortisation of deferred financing costs of £1.2m (FY24:
£1.0m) partially offset by £1.0m gain on the revaluation of warrant fair
value.
* Restatement of the prior year comparatives affecting right-of-use asset
depreciation in administrative expenses and lease liability interest included
within finance costs. See note 4 of the financial statements for further
information.
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
$1.29 (FY24: $1.26) and €1.19 (FY24: €1.16) respectively.
Cash and debt
2025 2024(2)
£'000 £'000
Cash 2,622 5,903
Borrowings (46,931) (38,882)
Adjusted net debt(1) (44,309) (32,979)
IFRS 16 Lease liabilities(2) (42,015) (40,381)
Total (86,324) (73,360)
(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.
(2) Restatement of the prior year comparatives affecting lease
liability. See note 4 of the financial statements for further information.
Cash and cash equivalents decreased by £3.3m to £2.6m (FY24: £5.9m) driven
by cash used in operations of £(2.1)m (FY24: £12.6m generated from
operations), cash used in investing activities of £(4.7)m (FY24: £10.6m)
offset by £7.4m net cash from financing activities (FY24: £1.8m).
The Group's borrowings principally comprise of a loan and PIK interest of
€34.4m from Crestline Europe LLP ("Crestline facility"). The facility has
a term of four years, expiring on 24 November 2026.
During the year, 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 year, the Group Out entered a convertible loan note instrument
("CLN") to raise £5.0 million of additional growth capital with its existing
shareholder OCL and Chris Ohlund, CEO of the Company. As at the year end the
facility was fully drawn. The CLN has a maturity date of 31 December 2026 with
a conversion price of 50 pence per ordinary share, a 16 per cent. premium to
the closing share price as at 20 February 2025 (being the latest practicable
date prior to announcement of the CLN). This constituted a related-party
transaction for the purposes of AIM Rule 13.
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, being the
period to March 2027 ("forecast period").
In making this assessment the Directors have considered two scenarios over the
forecast period to March 2027: a base case scenario and a severe but plausible
downside case. The base case assumes a slow but steady period of growth across
both Markets and Media. Market revenues are assumed to see steady growth over
the forecast period. Media revenue continues to grow as the Group focuses on
high-margin digital-first offerings. This scenario includes an appropriate
element of cost inflation.
The preparation under the going concern basis of accounting is subject to a
material uncertainty which may cast significant doubt on the Group's and
Company's ability to continue as a going concern 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 the forecasted potential covenant breaches in the severe but plausible
downside case. Furthermore, as outlined below the subsequent receipt of equity
injection in January 2026 is outside the control of the Group and Company.
In making this determination, the Directors have considered the financial
position of the Group and Company, projections of the future performance and
the financing facilities that are in place. The Directors' assessment of the
Group and Company's ability to continue as a going concern involved
significant judgment and considered the following events and conditions both
individually and collectively.
1) Repayment of long-term senior loan facility with Crestline LLP
The Group has a €34.4m loan facility with Crestline LLP, which is due for
repayment on 24 November 2026. The forecast indicates that the Group will not
have funds to repay the facility at that date and so will need to fully
refinance to repay the facility on the due date. Although the directors have
not yet commenced any detailed negotiations with any alternative debt
providers or sought approval from the existing lender to extend the term of
the facilities, they have considered the current performance and prospects for
the Group. Having consulted with third party debt advisors, the Directors
have concluded that based on the base case, it is reasonable to assume a
refinancing can be completed on acceptable terms and with associated covenants
that the Company would be able to comply with.
Whilst the directors are confident that these assumptions are achievable,
there is no certainty that they will occur.
2) Business performance forecasts and severe but plausible downside
scenario
Under the base case, subject to the successful equity placing noted below, and
the successful refinancing of the debt facility which falls due within the
period the Group has sufficient cash for operations and meets all its'
existing banking covenants.
The severe but plausible downside case sensitises the base case to assume that
the Market owned and operated and Media revenues underperform the base case by
10% with actionable cost mitigation over the forecast period. Consistent with
the base case, the sensitised case also includes an appropriate element of
cost inflation.
Under the severe but plausible downside the Group has sufficient cash for
operations with a cash low point of £1.5m in March 2027.
However, under the severe but plausible downside case, the Group and Company
would require a covenant amendment or waiver to meet certain of its existing
banking covenants prior to those facilities expiring in the going concern
period, with forecast potential breaches of the EBITDA Leverage ratio and
Market EBITDA in September 2026. The sensitivities of these covenants have
been presented below. Obtaining the convent amendments or waivers should they
be required is outside the control of the Group and Company. As a result, this
indicates a material uncertainty which may cast significant doubt on the Group
and Company's ability to continue as a going concern.
Covenant Forecasted potential breaches across covenant test period under severe but
plausible downside
Minimum Liquidity None
EBITDA Leverage Shortfall of £1.5m EBITDA for September 2026
Market EBITDA Shortfall of £0.6m EBITDA for September 2026
3) New Equity placing and changes to related-party loan notes
The Group has a forecast requirement for additional working capital during
FY26, part of which will be used to undertake a restructure of operating costs
resulting in a material reduction in ongoing costs of operation with the
objective of improving operating cash generation. The Group intends to
undertake a placing for £8m in new equity for both growth capital and working
capital on 18 December 2025.
The Group has received binding commitments from the Oakley concert party and
Lombard Odier to cover the £8m placing. In addition, the Group has received
irrevocable undertakings to vote in favour of the relevant shareholder
resolutions at a convened general meeting to approve the placing, which is
expected to take place on or around 6 January 2025, from owners of over 75 per
cent of the shares in issue. Alongside the placing, £4.9m of previously
drawn loan notes issued by Oakley Capital Limited, due for repayment 31
December 2026, will be converted to equity, as contractually permitted, thus
reducing the Group's debt liabilities.
A separate £7.6m loan note with Oakley Capital Investments Limited,
previously due for repayment on 30 June 2026, has been extended with a revised
repayment date of 30 June 2027. The interest margin has been increased from
8%pts to 12%pts, to be accrued in kind. £4.5m of convertible loan notes
from Oakley Capital Limited issued in February 2025, which are convertible at
the Group's sole discretion on 31 December 2026, will now receive a reduced
interest margin, from 8%pts to 1.5%pts, accrued in kind. The net impact of the
two changes in interest rate is a modest reduction in interest costs for the
Group.
Conclusion
As outlined above, the Directors have determined that there is a reasonable
expectation that the Group and Company will continue in operational existence
and be able to settle their liabilities as they fall due for the foreseeable
future, being over their forecast period from the date of the approval of the
financial statements to March 2027. However, the Directors have identified the
following events that individually or collectively represent a material
uncertainty that may cast significant doubt on the Group's and Company's
ability to continue as a going concern:
- The Group has a €34.4m loan facility with Crestline LLP, which
is due for repayment on 24 November 2026. Both the base case and severe but
plausible scenarios indicate that the Group will need to fully refinance to
repay the facility on the due date. Whilst the Directors are confident that
these assumptions are achievable, there is no certainty that they will occur.
- In the event of a severe but plausible downside scenario, the Group
would incur a covenant breach in both the EBITDA Leverage ratio and Market
EBITDA tests within the forecast period, requiring the need to obtain a
covenant amendment or waiver which is outside of its control.
- With respect to the new equity placing, £2.8m in proceeds will be
receivable immediately when the expected placing completes in December 2025,
with the balance receivable in January 2026. The subsequent receipt of the
balance in January 2026 is outside the control of the Group and Company.
These financial statements do not include the adjustments that would result if
the Group and Company were unable to continue as a going concern. The Group
and Company continue to adopt the going concern basis in preparing its
financial statements.
Post Balance Sheet Event:
On 26 August 2025, the Group entered into a loan note instrument to raise
£6.0 million of additional growth capital with its existing shareholder OCL.
To date £4.9m of the instrument has been drawn. The loan facility has a
maturity date of 31 December 2026, is unsecured, carries an interest rate
margin of 8% accrued in kind and an arrangement fee of 1.25%. This was a
related party transaction under AIM Rule 13. As noted above, the Company
intends to convert this facility into equity alongside the proposed equity
placing and retail offer.
On 17 December 2025, the Group agreed to an amendment of an existing £5.2m
unsecured loan note with OCI 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.
Board
In H2 FY26, the Board will undertake an evaluation process, which will include
consideration of appointing an additional independent non-executive director
with the appropriate skills and experience to support compliance with the QCA
Corporate Governance principles.
Chris Ohlund
Group Chief Executive
18 December 2025
Consolidated income statement
For the year ended 30 June 2025
Restated* 2024
2025 £'000
£'000
Revenue 73,225 103,112
Cost of sales (12,776) (38,383)
Gross profit 60,449 64,729
Administrative expenses (75,085) (65,106)
Impairment (35,066) -
Operating loss (49,702) (377)
Finance income 33 493
Finance costs (9,177) (9,485)
Loss before income tax (58,846) (9,369)
Income tax (charge)/ credit (4,993) 3,917
Loss for the year (63,839) (5,452)
Loss for the year attributable to:
Owners of the parent (63,789) (5,408)
Non-controlling interest (50) (44)
Loss for the year (63,839) (5,452)
Loss per share
Basic and diluted loss per share (pence) (18.2) (1.6)
* Restatement of the prior year comparatives affecting right-of-use
depreciation included within administrative expenses and lease liability
interest within finance costs. See note 4 of the financial statements for
further information.
Consolidated statement of other comprehensive income
For the year ended 30 June 2025
Restated*
2025 2024
£'000 £'000
Loss for the year (63,839) (5,452)
Other comprehensive income:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences (1,682) (476)
Other comprehensive expense for the year net of tax (1,682) (476)
Total comprehensive expense for the year (65,521) (5,928)
Total comprehensive expense for the period attributable to:
Owners of the parent (65,470) (5,885)
Non-controlling interests (51) (43)
Total comprehensive expense for the year (65,521) (5,928)
* Restatement of the prior year comparatives affecting loss for the year. See
note 4 of the financial statements for further information.
Consolidated statement of financial position
As at 30 June 2025
Note 2025 Restated*
£'000 2024
£'000
Assets
Non-current assets
Intangible assets - Goodwill 8 20,120 29,300
Intangible assets - Other 8 6,684 5,753
Property, plant and equipment 8 14,694 30,771
Right-of-use assets 8 16,802 31,736
Trade and other receivables 5,421 4,702
Deferred tax asset - 4,058
63,721 106,320
Current assets
Inventories 704 823
Trade and other receivables 15,503 19,243
Cash and bank balances 2,622 5,903
18,829 25,969
Total assets 82,550 132,289
Liabilities
Current liabilities
Trade and other payables (21,934) (24,898)
Borrowings (8,730) (7,675)
Lease liabilities (6,136) (5,469)
(36,800) (38,042)
Non-current liabilities
Deferred tax liability - (140)
Borrowings (38,201) (31,207)
Lease liabilities (35,879) (34,912)
(74,080) (66,259)
Total liabilities (110,880) (104,301)
Net assets (28,330) 27,988
Equity
Called-up share capital 357 340
Share Premium 194,607 186,568
Translation reserve 4,403 6,084
Capital redemption reserve 1,105 1,105
Accumulated losses (228,747) (166,062)
Total parent shareholders' equity (28,275) 28,035
Non-controlling interest (55) (47)
Total Equity (28,330) 27,988
* Restatement of the prior year comparatives affecting right-of-use assets and
lease liabilities. See note 4 of the financial statements for further
information.
Consolidated Statement of Changes in Equity
At 30 June 2025
Called-up share capital Share premium Restated* Translation reserve Capital redemption reserve Restated* Restated* Total parent shareholders' equity Non-controlling interest Restated* Total equity
£'000 £'000 £'000 £'000 Accumulated losses £'000 £'000 £'000
£'000
Balance at 1 July 2023 338 185,563 6,561 1,105 (162,420) 31,147 (5) 31,142
Changes in equity
Loss for the year - - - - (5,408) (5,408) (44) (5,452)
Other comprehensive expense - - (477) - - (477) 1 (476)
Total comprehensive expense - - (477) - (5,408) (5,885) (43) (5,928)
Share-based payments - - - - 1,767 1,767 - 1,767
Adjustment arising on change in non-controlling interest - - - - (1) (1) 1 -
Issue of shares 2 1,005 - - - 1,007 - 1,007
Balance at 30 June 2024 340 186,568 6,084 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)/income - - (1,681) - - (1,681) (1) (1,682)
Total comprehensive expense - - (1,681) - (63,789) (65,470) (51) (65,521)
Share-based payments - - - - 1,147 1,147 - 1,147
Adjustment arising on change in non-controlling interest - - - - (43) (43) 43 -
Issue of shares 17 8,039 - - - 8,056 - 8,056
Balance at 30 June 2025 357 194,607 4,403 1,105 (228,747) (28,275) (55) (28,330)
* Restatement of the prior year comparatives affecting other comprehensive
income and loss for the year. See note 4 of the financial statements for
further information.
Consolidated statement of cash flows
Year ended 30 June 2025
2025 2024
£'000 £'000
Cash flow from operating activities
Cash (used in)/ generated from operations (2,158) 12,557
Interest paid (2,856) (1,755)
Tax paid (981) (1,120)
Net cash (used in)/ generated from operating activities (5,995) 9,682
Cash flows from investing activities
Purchase of property, plant and equipment (1,436) (9,832)
Purchase of intangible assets (3,282) (815)
Interest received 33 53
Net cash used in investing activities (4,685) (10,594)
Cash flows from financing activities
Proceeds from share issue 8,476 1,007
Cost of share issue (420) -
Proceeds from borrowings 5,699 5,148
Costs related to borrowings (315) (100)
Repayment of borrowings (563) -
Repayment of lease liabilities (5,431) (4,255)
Net cash generated from financing activities 7,536 1,800
(Decrease)/ increase in cash (3,144) 888
and cash equivalents
Cash and cash equivalents at the start of the year 5,903 5,094
Effect of foreign exchange rate change (137) (79)
Cash and cash equivalents at the end of the year 2,622 5,903
Notes to the consolidated statements
1. Preliminary Information
The consolidated financial statements of Time Out Group PLC for the year ended
30 June 2025 were authorised by the Board on 17 December 2025. Comparative
information covers the year ended 30 June 2024.
While the financial information included in these summarised financial
statements has been prepared in accordance with the recognition and
measurement criteria of UK-adopted International Accounting Standards ("IAS")
and with the requirements of the Companies Act 2006 as applicable to companies
reporting under those standards, this announcement does not itself contain
sufficient information to comply with lASs and IFRSs. The Company expects to
publish full financial statements that comply with lASs and IFRSs in December
2025.
The financial information set out above does not constitute the Company's
statutory accounts for the year ended 30 June 2025 but is derived from those
accounts. The statutory accounts for this year will be finalised on the basis
of the financial information presented by the directors in this preliminary
announcement and will be delivered to the Registrar of Companies following the
Company's Annual General Meeting. The external auditor has reported on the
accounts and their report did not contain any statements under Section 498 of
the Companies Act 2006.
The financial information is prepared under the historical cost basis, unless
stated otherwise in the accounting policies.
2. Accounting policies
The same accounting policies and methods of computation are followed in these
condensed set of financial statements as applied in the Group's latest annual
audited financial statements.
3. Change in accounting policy - Revenue recognition
During the year ended 30 June 2025, the Group undertook a detailed review of
the accounting for revenue generated from food sales in its US Markets
following correspondence with the Financial Reporting Council ("FRC")
requesting clarification on the treatment of concessionaire revenue shares.
Historically, the Group recognised food revenue from its US Markets on a gross
basis (i.e. including the concessionaire share) and recorded the
concessionaire's share of this revenue as cost of sales, on the basis that
Time Out was judged to be acting as principal in these transactions.
Following review, management concluded that as a result of progressive changes
in the operating model, in respect of food sales, the Market concessionaire is
the customer. Therefore, for the FY25 Financial statements and future
financial statements, US Market revenue derived from the sale of food has been
recorded as the fees payable by the concessionaire to Time Out, specifically
noting that concessionaires represent Time Out's customer in respect of the
sale of food. The revenue accounting policy note on page 70 contains further
information.
This treatment is now consistent with the other owned and operated Markets in
Portugal and Spain.
References to "share of concessionaire sales" have been amended for the FY25
financial statements to align to the change in accounting policy.
Nature of Change
The change represents a voluntary change in accounting policy under IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors, as management
believes that recognising revenue from concessionaires provides more reliable
and more relevant information about the nature of the Group's operations and
better reflects the current substance of its arrangements with concessionaire.
The accounting change has therefore been applied prospectively.
Application of the New Policy
The new accounting policy has been applied prospectively with comparative
prior-period information not restated. If the prior year was presented in line
with the new accounting policy, it would be as follows:
FY24 FY24 Effect of change
Financial Statements In line with new accounting policy £'000
£'000 £'000
Revenue 103,112 78,722 (24,390)
Cost of sales (38,383) (13,993) 24,390
Gross Profit 64,729 64,729 -
The change affects only the presentation of revenue and cost of sales; gross
profit, operating profit, net assets and cash flows are unaffected.
4. Prior period error: Omission of Barcelona lease recognition
During the current financial year, the Group identified a prior-period error
relating to the Barcelona Market lease that was not recognised in accordance
with IFRS 16 leases. The Lease commenced in January 2024 and met the
definition of a lease under IFRS 16; however no right-of-use asset or lease
liability was recognised in the prior financial statements due to an incorrect
interpretation of the lease commencement date. There were no lease payments
made during the prior year.
In accordance with IAS 8, the error has been corrected retrospectively, and
comparative amounts have been restated. The correction reflects:
· Recognition of a lease liability and right-of-use asset measured
at the present value of outstanding lease payments at initial recognition,
· Depreciation of the right-of-use asset over since initial
recognition, and
· Interest expense on the lease liability since initial
recognition.
A summary of the prior year reported figures, error and restatement is
provided below:
Financial statement line Prior period error Restated Reported
£'000 2024 2024
£'000 £'000
Consolidated Income statement
Administrative expenses 371 (65,106) (64,735)
(right-of-use depreciation)
Finance cost 449 (9,485) (9,036)
(lease liability interest)
Loss for the year 820 (5,452) (4,632)
Consolidated Statement of Comprehensive income Prior period error Restated Reported
£'000 2024 2024
£'000 £'000
Currency translation differences (8) (476) (484)
Total comprehensive expense for the year 812 (5,928) (5,116)
Consolidated Statement of financial position Prior period error Restated Reported
£'000 2024 2024
£'000 £'000
Right-of-use assets 14,671 31,736 17,065
Current lease liability (1,006) (5,469) (4,463)
Non-current lease liability (14,477) (34,912) 20,435
Net assets 812 27,988 28,800
Translation reserve (8) 6,084 6,076
Accumulated losses 820 (166,062) (165,242)
Total equity 812 27,988 28,800
There is no effect on total net cash flows.
5. Exchange rates
The significant exchange rates to UK Sterling for the Group are as follows:
2025 2024
Closing Ave rate Closing rate Ave rate
Rate
US dollar 1.37 1.29 1.26 1.26
Euro 1.17 1.19 1.18 1.16
Hong Kong dollar 10.77 10.06 9.88 9.86
Singapore dollar 1.75 1.72 1.72 1.70
Australian dollar 2.10 2.00 1.89 1.92
Canadian dollar 1.88 1.80 1.73 1.70
6. Notes to the cash flow statement
Group reconciliation of loss before income tax to cash used in operations:
Restated*
2025 2024
£'000 £'000
Loss before income tax (58,846) (9,369)
Add back:
Net finance cost 9,144 8,992
Share based payments 1,147 1,767
Depreciation charges 9,209 8,031
Amortisation charges 2,101 1,832
Impairment 35,066 -
Loss on disposal of property, plant and equipment 6 34
Other non-cash movements (89) (43)
Decrease/ (increase) in inventories 80 (55)
Decrease/ (increase) in trade and other receivables 2,485 (5,701)
(Decrease)/ increase in trade and other payables (2,461) 7,069
Cash generated from operations (2,158) 12,557
*See note 4 - Restatement of right-of-use depreciation and lease liability
interest included within loss before income tax.
7. 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.
8. Impairment
A summary of the total impairment charge for FY25 has been presented below:
Group Time Out Market Time Out Media Total
£'000 £'000 £'000
Goodwill - 8,549 8,549
Property, plant and equipment 10,558 89 10,647
Right-of-use assets 14,868 1,002 15,870
Total Impairment 25,426 9,640 35,066
Property plant and equipment and right of use assets
In accordance with IAS 36 Impairment of Assets, the Group has assessed at each
reporting date whether there is any indication that assets may be impaired.
Where such indications exist, the recoverable amount of the relevant
cash-generating unit ("CGU") has been estimated. The recoverable amount is
determined as the higher of fair value less costs of disposal and value in
use, which is calculated using a discounted cash flow ("DCF") model. The DCF
methodology adopted is consistent with that used for the Group's annual
goodwill impairment test. The model is based on the current annual budget for
FY26 and forecasts for the following four years, reflecting management's best
estimates of future cash flows, and a long-term growth rate applied
thereafter.
Media
Following FY25, Media CGU underperformance relative to budget, an impairment
trigger was identified. Following review, management concluded that the assets
of several territories should be impaired as their associated carrying value
exceeds their value in use. Consequently, the carrying value of right-of-use
and fixed assets related to these entities has been fully impaired, resulting
in an impairment charge of £1.1 million recognised in the year. Media assets
not impaired have a value-in-use that exceeds their carrying value.
Market
Several Market assets underperformed relative to Budget in FY25, prompting a
review. Barcelona, Chicago and Boston were identified as having site-level
impairment tested by comparing the asset carrying value against its
value-in-use. Impairments totalling £25.4m have been calculated and
recognised as presented below:
Barcelona Chicago Boston Total Markets
£'000 £'000 £'000 £'000
Before impairment:
Right-of-use assets 14,050 3,304 789 18,143
Property, plant and equipment 4,173 4,667 2,690 11,530
Asset carrying value 18,223 7,971 3,479 29,673
Value-in-use 4,247 - - 4,247
Impairment (13,976) (7,971) (3,479) (25,427)
After impairment:
Right-of-use assets 3,274 - - 3,274
Property, plant and equipment 973 - - 973
Asset carrying value 4,247 - - 4,247
Goodwill
The Group performs an annual impairment review of goodwill at each reporting
date. The recoverable amounts of the Media and Market CGUs were determined
using the higher of value-in-use model and 'fair value less cost to sell'
based on discounted cash flow ("DCF") projections.
The DCFs are derived from Board-approved budgets for FY26 and forecasts for
the following four years (FY27-FY30), reflecting estimates of future
performance and current market expectations. In the fair value less cost to
sell scenario, management have included synergies that would be reasonably
realised by a market participant upon acquiring the CGU.
Media Goodwill
Following the FY25 Media CGU performance relative to budget, future year
forecasts have been reduced, as a result, the recoverable amount of the Media
CGU was determined to be £8.5m below its carrying value. Accordingly, an
impairment charge of £8.5 million has been recognised against goodwill in the
Media CGU.
Market Goodwill
The Market CGU delivered revenue growth in FY25. Management believes the
Market CGU retains strong fundamentals and sustainable cash generation,
supported by both owned and operated Markets and management agreement
revenues. The recoverable amount of the Market CGU was determined to maintain
headroom of £66.0m over the carrying value of the Market CGU assets.
Consequently, no impairment has been recognised for the Market CGU.
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 (see note 4) Divisional adjusted operating expenses are administrative
expenses before Corporate costs, depreciation, amortisation, share-based
payments, exceptional items and profit/(loss) on the disposal of fixed assets.
Divisional adjusted EBITDA Operating profit of the Media and Market segments Divisional Adjusted EBITDA is Adjusted EBITDA of the Media or Market segment
stated before corporate costs.
Corporate costs Operating loss of the Corporate costs segments Corporate costs are administrative expenses of the Corporate Cost segment
stated before interest, taxation, depreciation, amortisation, share-based
payments, exceptional items and profit/(loss) on the disposal of fixed assets.
Adjusted 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
2025 Restated
£'000 2025*
£'000
Cash 2,622 5,903
Borrowings (46,931) (38,882)
Adjusted net debt (44,309) (32,979)
IFRS 16 Lease liabilities (42,015) (40,381)
Total (86,324) (73,360)
*See note 4 - Restatement of comparatives lease liability.
Appendix 3 - Adjusted EBITDA
Year ended 30 June 2025 Time Out Market Time Out Media Corporate costs Total
£'000 £'000 £'000 £'000
46,656 26,569 - 73,225
Revenue
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
Finance income 33
Finance costs (9,177)
Loss before income tax (58,846)
Income tax (4,993)
Loss for the period (63,839)
Restated* Time Out Market Time Out Media Corporate costs Total
Year ended 30 June 2024
£'000 £'000 £'000 £'000
Revenue 67,207 35,905 - 103,112
Revenue net of concessionaire share 42,817 35,905 - 78,722
Gross profit 36,429 28,300 - 64,729
Administrative expenses (32,569) (26,220) (6,317) (65,106)
Operating profit/(loss) 3,860 2,080 (6,317) (377)
Operating profit/(loss) 3,860 2,080 (6,317) (377)
Amortisation of intangible assets 12 996 820 1,828
Depreciation of property, plant and equipment 4,924 223 - 5,147
Depreciation of right-of-use assets 2,437 448 - 2,885
Loss on disposal of fixed assets - 34 - 34
EBITDA profit/(loss) 11,233 3,781 (5,497) 9,517
Share based payments 434 978 355 1,767
Exceptional items 366 520 269 1,155
Adjusted EBITDA profit/ (loss) 12,033 5,279 (4,873) 12,439
Finance income 493
Finance costs (9,485)
Loss before income tax (9,369)
Income tax credit 3,917
Loss for the year (5,452)
*See note 4 - Restatement of right-of-use asset depreciation in administrative
expenses and lease liability within finance costs.
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