Time Out Group plc - Full Year Results

RNS Number : 1397K

Time Out Group plc

30 October 2024

Time Out Group plc

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

Preliminary results for the twelve months ended 30 June 2024

Continued progress driving strong EBITDA growth from both Media and Markets

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 2024.

Group financial highlights

● Like-for-like revenue^(1,2) increased by 7% with Media +11% and Markets +4%

● Reported revenue of £103.1m (2023: £104.6m) decreased by 1% impacted by stronger GBP vs USD and Euro

● Adjusted EBITDA^(1,3,6) increased by 134% to £12.4m (2023: £5.3m)

● Media +101% to £5.3m (2023 £2.6m)

● Markets +87% to £12.0m (2023 £6.4m)

● Operating loss narrowed to £0.0m (2023: £17.5m loss)

● Cash of £5.9m at 30 June 2024 (2023: £5.1m) and borrowings of £38.9m (2023: £29.9m), resulted in adjusted net debt^(1,4) of £33.0m (2023: £24.8m). Statutory net debt was £57.9m (2023: £49.7m) including £24.9m of IFRS 16 lease liabilities (2023: £24.9m)

● Proposed Placing of new ordinary shares to raise approximately £8m growth capital for new Markets and IT announced separately today

Operational highlights

● Growing portfolio of nine open Markets, three of which opened in the last twelve months: Cape Town in November 2023, Porto in May 2024 and Barcelona after the period end, in July 2024

● Seven additional Markets expected to be opened by FY27 close, with a strong pipeline of further opportunities

● Global monthly brand reach grew by 8% to 150m⁽⁵⁾

● New 'out of home' advertising revenue trial live in New York Market

● Winning big-ticket campaigns from an expanding client roster including a new global media campaign and cross-platform partnership with Coca-Cola

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

"The Time Out brand is a critical contributor to the success of both Media and Markets, and rather than view these businesses as two separate units, we believe there is substantial potential to increase the synergies between the two and cement Time Out as a unique proposition, both for our audience and for our commercial partners.

"Time Out continues to be trusted and relevant as we inspire and enable millions of people every month to experience the best of the city. Our turnaround programme has transformed the EBITDA profitability of the Group. We are now focused on executing our growth strategy. On behalf of the Board, I would like to thank all of the Time Out team for delivering this result."

Current Trading and Outlook

The Group has a clear plan to drive like for like growth in existing Markets, whilst continuing to convert the strong pipeline of potential new Market sites and large media advertising deals and trading for FY25 remains in line with management expectations.

Having opened seven Markets in 10 years, we expect to open seven Markets in the period from November 2023 to November 2025 and reach a minimum of 16 Markets by 2027. When coupled with a continued pipeline of new opportunities, this growth can rapidly improve the operational gearing of our fixed cost base, meaning we have the potential to continue to grow profitability at a faster rate than sales. We continue to receive approaches from commercial parties keen to work with the Time Out brand and are increasingly confident in our global strategy.

(1) This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.

(2) Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

(3) Adjusted EBITDA is operating loss stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

(4) Adjusted net debt excludes lease-related liabilities under IFRS 16.

(5) Global monthly brand reach is the estimated monthly average in the year including all Owned & Operated cities and franchises.

(6) Consistent with FY24, FY23 comparatives have been restated to present £1.7m of group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Market to better represent the actual costs of the underlying segments.

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 / Fiona Walker

Notes to editors

About Time Out Group

Time Out Group is a global media and hospitality business that inspires and enables people to experience the best of the city across Media and Markets. Time Out launched in London in 1968 to help people discover the best of the city - today it is the only global brand dedicated to city life. Expert journalists curate and create content about the best things to Do, See and Eat across 333 cities in 59 countries and across a unique multi-platform model spanning both digital and physical channels. Time Out Market is the world's first editorially curated food and cultural market, bringing a city's best chefs, restaurateurs and unique cultural experiences together under one roof. The portfolio includes open Markets in nine cities such as Lisbon, New York and Dubai, several new locations with expected opening dates in 2024 and beyond, in addition to a pipeline of further locations in advanced discussions. Time Out Group PLC, listed on AIM, is headquartered in London (UK).

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, 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

	Year ended 30 June 2024	Year ended 30 June 2023	Change
	£'000	£'000	%
Like-for-like revenue^(1,2)	106,626	100,095	+7%
Revenue	103,112	104,641	(1)%

Net revenue^(1,3)	78,722	75,978	+4%

Gross profit	64,729	61,889	+5%
Gross margin %^(1,4)	82%	81%	+1%

Divisional adjusted operating expenses^(1,5)	(47,417)	(52,824)	(10)%

Divisional adjusted EBITDA^(1,5,6)	17,312	9,066	+91%
Market	12,033	6,437	+87%
Media	5,279	2,629	+101%

Corporate costs⁽⁶⁾	(4,873)	(3,751)	+30%

Adjusted EBITDA⁽⁵⁾	12,439	5,315	+134%

Operating loss	(6)	(17,494)

(2) Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

(3) Net revenue is calculated as revenue less concessionaires' share of revenue.

(4) Gross margin is calculated as gross profit as a percentage of net revenue.

(5) Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

The Group achieved strong Like-for-like revenue coupled with disciplined control of costs which resulted in adjusted EBITDA of £12.4m (2023 £5.3m), and an operating loss of £0.0m (2023: £17.5m):

· Like-for-like revenue increased by 7% and gross margin increased by 1% to 82% (2023: 81%)

· The Group generates the majority of its revenues and EBITDA in US dollars and Euros. A stronger pound acted as headwind against revenue growth on a statutory basis, reported revenue in GBP decreased by 1% to £103.1m

· Divisional adjusted operating expenses decreased by 10% because of reductions in fixed costs and focus on operational efficiency, partly offset by additional variable costs as sales grew. Continued revenue growth offers the scope to further dilute fixed costs as a percentage of sales

Time Out Market trading overview

	Year ended 30 June 2024	Year ended 30 June 2023	Change
	£'000	£'000	%
Like-for-like revenue^(1,2)	69,717	66,965	+4%

Revenue	67,207	71,511	(6)%

Net revenue^(1,3)	42,817	42,848	(0)%
Owned and operated⁽³⁾	38,662	38,509	0%
Management fees	4,155	4,339	(4)%


Gross profit	36,429	35,535	+3%
Gross margin %^(1,4)	85%	83%	+2%

Adjusted operating expenditure (trading)^(1,4)	(20,407)	(22,968)	(11)%
Trading EBITDA⁽¹⁾	16,022	12,567	+27%

Market central costs⁽⁶⁾	(3,989)	(6,130)	(35)%
Adjusted EBITDA^(1,5,6)	12,033	6,437	+87%

(2) Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

(3) Net revenue is calculated as revenue less concessionaires' share of revenue.

(4) Gross margin is calculated as gross profit as a percentage of net revenue.

(5) Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

(6) Consistent with FY24, FY23 comparatives have been restated to exclude £2.1m recharges between Media and Market to better represent the actual costs of the underlying segments.

Like-for-like revenue increased by 4%. Statutory revenue decreased by 6% to £67.2m (2023: £71.5m).

During the year, new Markets were opened in Cape Town in November 2023 (management agreement) and Porto May 2024 (owned and operated). The Owned and Operated Barcelona Market opened shortly after the year-end in July 2024. All three have strong chef lineups, including chefs with a combined total of nine Michelin stars.

Adjusted EBITDA increased 87% to £12.0m (2023 £6.4m).

Two new management agreements, Bahrain and Budapest, were announced in the year which, in addition to Vancouver and Osaka, are expected to open within the next 12 months. In total, our 16 Markets are expected to generate more than 20 million transactions per year. The expected opening schedule based on calendar year is as follows:

· 2024: Bahrain

· 2025: Osaka

· 2025: Vancouver

· 2025: Budapest

· 2025: Abu Dhabi

· 2027: Prague

· 2027: Riyadh

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. 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

	Year ended 30 June 2024	Year ended 30 June 2023	Change
	£'000	£'000	%
Like-for-like revenue^(1,2)	36,909	33,130	+11%

Revenue	35,905	33,130	+8%

Gross profit	28,300	26,354	+7%
Gross margin %^(1,3)	79%	80%	(1)%

Adjusted operating expenditure^(1,4,5)	(23,021)	(23,725)	(3)%
Adjusted EBITDA^(1,4,5)	5,279	2,629	+101%

(2) Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

(3) Gross margin is calculated as gross profit as a percentage of revenue.

(4) Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

(5) Consistent with FY24, FY23 comparatives have been restated to present £1.7m of group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Market to better represent the actual costs of the underlying segments.

Time Out Media trading was encouraging with Like-for-like revenue growth of 11% to £36.9m and adjusted EBITDA of £5.3m (2023: £2.6m).

Gross margin decreased by 1% to 79% (2023: 80%). We continue to tightly manage the operating expenditure which decreased by 3% whilst we invest in talent with digital expertise and expanded our sales team tasked with growing our client base and winning high-value campaign deals.

A particular highlight that illustrates the success of the strategy to focus on higher-ticket deals with global brands was the creative campaign for Coca-Cola™. During 2024 the number of deals worth more than £100k increased by 17%.

As a result of a focus to engage our audience by increasing video content, Instagram and TikTok views grew by 90% YoY.

Editorial coverage picked by publications globally drives strong PR reach and global brand awareness, which is reflected in our global monthly brand reach growth of 8% to 150 million.

Group Financial Review

	Year ended 30 June 2024	Year ended 30 June 2023	Change
	£'000	£'000	%
Like-for-like revenue^(1,2)	106,626	100,095	+7%

Revenue	103,112	104,641	(1)%
Concessionaire share	(24,390)	(28,663)	(15)%
Net revenue^(1,3)	78,722	75,978	+4%

Gross profit	64,729	61,889	+5%
Gross margin^(1,4)	82%	81%	+1%

Administrative expenses	(64,735)	(79,383)	(18)%
Operating loss	(6)	(17,494)	(100)%

Finance income	493	167	+195%
Finance costs	(9,036)	(7,664)	+18%
Loss before tax	(8,549)	(24,991)	(66)%

Operating loss	(6)	(17,494)	(100)%
Depreciation & amortisation	9,489	11,074	(14)%
Loss on disposal of property, plant and equipment	34	5	+580%
Share-based payments	1,767	1,701	+4%
Exceptional items	1,155	10,029	(88)%
Adjusted EBITDA^(1,5)	12,439	5,315	+134%

(2) Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

(3) Net revenue is calculated as revenue less concessionaires' share of revenue.

(4) Gross margin is calculated as gross profit as a percentage of net revenue.

(5) Adjusted EBITDA is operating loss stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

Revenue and gross profit

Like-for-like revenue increased by 7% with both Markets and Media delivering growth.

Market reported revenues fell by 6% to £67.2m due to the closure of Miami in 2023, and stronger GBP vs USD. Revenue associated with management agreements fell 4% to £4.2m (2023: £4.2m).

Media revenue increased 8% to £35.9m (2023: £33.1m) driven by digital sales growth and live events.

Gross margins increased by 1% to 82%, largely due to the 15% reduction in concessionaire share.

Administrative expenses and operating loss

Administrative expenses of £64.7m decreased by 18% (2023: £79.4m) resulting in the narrowing of operating loss to £0.0m (2023: £17.5m).

The depreciation & amortisation charge of £9.5m (2023: £11.1m) has decreased due to some assets becoming fully depreciated.

Exceptional items of £1.2m relate to restructuring costs (2023: £1.9m).

In 2023, £5.3m write-off of capitalised costs and £1.8m irrecoverable balances relating to Time Out Market Miami were recognised as exceptional cost following the decision to close the Market. Capitalised costs of £1m relating to Time Out Market Spitalfields were also recognised as exceptional following the decision to exit the process.

Adjusted EBITDA

Adjusted EBITDA of £12.4m (FY23 £5.3m) is stated before interest, taxation, depreciation and amortisation, share-based payment charges, exceptional items, and loss on disposal of fixed assets. This material improvement is a result of increased gross profits and improved operational efficiency.

Net finance costs

Net finance costs of £8.5m (2023: £7.5m) primarily relates to interest on debt of £5.0m (2023: £3.8m), amortisation of deferred financing costs of £1.0m (2023: £0.5m) and interest cost in respect of lease liabilities of £2.7m (2023: £3.0m).

Foreign exchange

The revenue and costs of Group entities reporting in USD and Euros have been consolidated in these financial statements at an average exchange rate of $1.26 (2023: $1.21) and €1.16 (2023: €1.15) respectively.

Cash and debt

	Year ended 30 June 2024 £'000	Year ended 30 June 2023 £'000
Cash and cash equivalents	5,903	5,094
Borrowings	(38,882)	(29,883)
Adjusted net debt^(1,2)	(32,979)	(24,789)
IFRS 16 Lease liabilities	(24,898)	(24,863)
Net debt	(57,877)	(49,652)

(2) Adjusted net debt excludes lease-related liabilities under IFRS 16.

Cash and cash equivalents increased by £0.8m to £5.9m (2023: £5.1m). This was driven primarily by Adjusted EBITDA of £12.4m (2023 £5.3m) offset by exceptional costs cash outflow of £1.2m (2023: £10.0m), net working capital inflow of 1.3m (2023: £1.3m), capital expenditure of £10.6m (2023: £2.9m), net proceeds of financing of £1.8m (2023: £0.1m net outflow). As at 30 June 2024 borrowings principally comprised a loan facility with Crestline of €33.3m (€29.2m plus capitalised interest).

Post Balance Sheet Events: Extension of unsecured Loan Note with related party

On 29 October 2024, the Group agreed to an amendment of an existing £5.2m unsecured loan note with Oakley Capital Investments ("OCI") to extend the repayment date to 30 June 2026, with interest charged at a 90 day average SONIA rate plus 8% per annum (a reduction from 10% per annum) and no exit premium. This is a related party transaction under AIM Rule 13.

OCI is interested in 128,542,622 ordinary shares of 0.1 pence each in the Company ("Ordinary Shares"), representing approximately 37.77 per cent. of the Company's issued share capital. OCI, in combination with the wider Oakley Concert Party together hold 41.68 per cent. of the Company's issued share capital. As a substantial shareholder in Time Out, OCI is a related party of the Company and the extension of the OCI Loan Note is, for the purposes of AIM Rule 13, considered a related party transaction. The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company's nominated adviser, Panmure Liberum, the terms of the extension of the OCI Loan Note are fair and reasonable insofar as shareholders in the Company are concerned.

Post Balance Sheet Event: new issue of warrants

On 30 November 2024 the Company will issue approximately 2,552,476 warrants under the warrant instrument entered into on 30 November 2022 with Crestline Europe LLP (the "Crestline Warrant Instrument"). These warrants will have a strike price equal to the lower of (a) the arithmetic average of the daily volume weighted average price of an Ordinary Share on AIM as shown on Bloomberg on each of the 30 consecutive dealing days immediately preceding 30 November 2024 and (b) 39 pence. This brings the total number of warrants issued under the Crestline Warrant Instrument to approximately 16,488,494.

Proposed Placing of ordinary shares for growth capital

The Group intends to announce a proposed placing of ordinary shares, to raise approximately £8m of gross proceeds. If completed, it is intended that the proceeds of the Placing will be used to support growth, via up-front cash investments in new Market leases in London and New York and to accelerate investment in IT in order to grow audience reach. The Company expects to issue further details of the Placing shortly following the release of this announcement.

Going concern

The financial statements have been prepared under the going concern basis of accounting as the Directors have a reasonable expectation that the Group and the Company will continue in operational existence and be able to settle their liabilities as they fall due for the foreseeable future, being a period of at least 12 months from the date of approval of the financial statements ("forecast period"). In making this determination, the Directors have considered the financial position of the Group, projections of its future performance and the financing facilities that are in place.

The Board is satisfied that the Group will be able to operate within the level of its current debt and financial covenants and will have sufficient liquidity to meet its financial obligations as they fall due for a period of at least 12 months from the date of signing these financial statements. For this reason, the Group and the Company continue to adopt the going concern basis in preparing its financial statements.

Chris Ohlund

Group Chief Executive

30 October 2024

Consolidated Income statement

for the year ended 30 June 2024

	Note	Year ended 30 June 2024	Year ended 30 June 2023
		£'000	£'000
Revenue	4	103,112	104,641
Cost of sales		(38,383)	(42,752)
Gross profit		64,729	61,889
Administrative expenses		(64,735)	(79,383)
Operating loss		(6)	(17,494)
Finance income		493	167
Finance costs		(9,036)	(7,664)
Loss before income tax		(8,549)	(24,991)
Income tax credit/(charge)		3,917	(1,132)
Loss for the year		(4,632)	(26,123)

Loss for the year attributable to:
Owners of the parent		(4,588)	(26,116)
Non-controlling interests		(44)	(7)
		(4,632)	(26,123)

Loss per share:
Basic and diluted loss per share (pence)		(1.4)	(7.8)

Consolidated Statement of Other Comprehensive Income

for the year ended 30 June 2024

	Year ended 30 June 2024	Year ended 30 June 2023
	£'000	£'000
Loss for the year	(4,632)	(26,123)

Other comprehensive expense:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences	(484)	(1,301)
Other comprehensive expense for the year, net of tax	(484)	(1,301)
Total comprehensive expense for the year	(5,116)	(27,424)


Total comprehensive expense for the year attributable to:
Owners of the parent	(5,073)	(27,417)
Non-controlling interests	(43)	(7)

Consolidated statement of financial position

As at 30 June 2024

	Note	30 June 2024	30 June 2023
		£'000	£'000
Assets
Non-current assets
Intangible assets - Goodwill		29,300	29,472
Intangible assets - Other		5,753	6,786
Property, plant and equipment		30,771	26,189
Right-of-use assets		17,065	17,843
Trade and other receivables		4,702	4,016
Deferred tax asset		4,058	-
		91,649	84,306

Current assets
Inventories		823	774
Trade and other receivables		19,243	14,638
Cash and bank balances	6	5,903	5,094
		25,969	20,506

Total assets		117,618	104,812

Liabilities
Current liabilities
Trade and other payables		(24,898)	(17,967)
Borrowings	6	(7,675)	(5,878)
Lease liabilities	6	(4,463)	(4,581)
		(37,036)	(28,426)

Non-current liabilities
Deferred tax liability		(140)	(957)
Borrowings	6	(31,207)	(24,005)
Lease liabilities	6	(20,435)	(20,282)
		(51,782)	(45,244)

Total liabilities		(88,818)	(73,670)

Net assets		28,800	31,142

Equity
Called up share capital		340	338
Share premium		186,568	185,563
Translation reserve		6,076	6,561
Capital redemption reserve		1,105	1,105
Accumulated losses		(165,242)	(162,420)
Total parent shareholders' equity		28,847	31,147
Non-controlling interest		(47)	(5)
Total equity		28,800	31,142

Consolidated Statement of Changes in Equity

Year ended 30 June 2024

	Called up Share capital	Share premium	Translation reserve	Capital Redemption reserve	Accumulated losses	Total parent Shareholders' equity	Non- Controlling interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 July 2022	336	185,563	7,862	1,105	(139,522)	55,344	(24)	55,320
Changes in equity
Loss for the year	-	-	-	-	(26,116)	(26,116)	(7)	(26,123)
Other comprehensive expense	-	-	(1,301)	-	-	(1,301)	-	(1,301)
Total comprehensive expense	-	-	(1,301)	-	(26,116)	(27,417)	(7)	(27,424)
Warrant derivative	-	-	-	-	1,543	1,543	-	1,543
Share based payments	-	-	-	-	1,701	1,701	-	1,701
Adjustment arising on change in non-controlling interest	-	-	-	-	(26)	(26)	26	-
Issue of shares	2	-	-	-	-	2	-	2
Balance at 30 June 2023	338	185,863	6,561	1,105	(162,420)	31,147	(5)	31,142

Changes in equity
Loss for the year	-	-	-	-	(4,588)	(4,588)	(44)	(4,632)
Other comprehensive (expense)/income	-	-	(485)	-	-	(485)	1	(484)
Total comprehensive expense	-	-	(485)	-	(4,588)	(5,073)	(43)	(5,116)
Share based payments	-	-	-	-	1,767	1,767	-	1,767
Adjustment arising on change in non-controlling interest	-	-	-	-	(1)	(1)	1	-
Issue of shares	2	1,005	-	-	-	1,007	-	1,007
Balance at 30 June 2024	340	186,568	6,076	1,105	(165,242)	28,847	(47)	28,800

Consolidated statement of cash flows

Year ended 30 June 2024

	Note	Year ended 30 June 2024	Year ended 30 June 2023
		£'000	£'000
Cash flows from operating activities
Cash generated from operations	7	12,557	4,735
Interest paid		(1,755)	(1,033)
Tax paid		(1,120)	(431)
Net cash generated from operating activities		9,682	3,271
Cash flows from investing activities
Purchase of property, plant and equipment		(9,832)	(1,950)
Purchase of intangible assets		(815)	(918)
Interest received		53	72
Net cash used in investing activities		(10,594)	(2,796)
Cash flows from financing activities
Proceeds from borrowings		5,148	30,220
Costs related to new borrowing		(100)	(2,499)
Repayment of borrowings		-	(22,745)
Repayment of lease liabilities		(4,255)	(5,087)
Proceeds from share issue		1,007	2
Net cash generated from / (used in) financing activities		1,800	(109)

Increase in cash and cash equivalents		888	366

Cash and cash equivalents at beginning of year		5,094	4,849
Effect of foreign exchange rate change		(79)	(121)
Cash and cash equivalents at end of year		5,903	5,094

Notes to the consolidated statements

1. Preliminary Information

The consolidated financial statements of Time Out Group PLC for the year ended 30 June 2024 were authorised by the Board on 29 October 2024. Comparative information covers the year ended 30 June 2023.

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 November 2024.

The financial information set out above does not constitute the Company's statutory accounts for the year ended 30 June 2024 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 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:

	2024		2023
	Closing rate	Average rate	Closing rate	Average rate
US dollar	1.26	1.26	1.26	1.21
Euro	1.18	1.16	1.16	1.15
Hong Kong dollar	9.88	9.86	9.89	9.45
Singaporean dollar	1.72	1.70	1.71	1.65
Australian dollar	1.89	1.92	1.91	1.79
Canadian dollar	1.73	1.70	1.67	1.62

4. Segmental information

Revenue is analysed geographically by origin as follows:

	Year ended 30 June 2024	Year ended 30 June 2023
	£'000	£'000
Europe	34,496	29,850
America	59,650	66,743
Rest of World	8,966	8,048
	103,112	104,641

5. Exceptional items

Costs are analysed as follows:

	Year ended 30 June 2024	Year ended 30 June 2023
	£'000	£'000
Restructuring costs	1,086	1,882
Time Out Market Miami exit costs	70	7,098
Time Out Market Spitalfields exit costs	-	1,049
	1,156	10,029

The restructuring costs relates to the reorganisation of the Group, principally redundancies £1.1m (2023: £1.9m).

6. Cash and net debt

	2024	2023
	£'000	£'000
Cash	5,903	5,094
Borrowings	(38,882)	(29,883)
IFRS 16 Lease liabilities	(24,898)	(24,863)
Net debt	(57,877)	(49,652)

Borrowings principally comprise the Crestline Europe LLP facility, which was used to fully repay the Incus Capital Finance loan facility, which was fully repaid on 30 November 2022.

7. Notes to the cash flow statement

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

	Year ended 30 June 2024	Year ended 30 June 2023
	£'000	£'000
Loss before income tax	(8,549)	(24,991)
Add back:
Net finance costs	8,543	7,497
Share based payments	1,767	1,701
Depreciation charges	7,660	8,910
Amortisation charges	1,828	2,163
Exceptional loss - Time Out Market Miami	-	7,098
Exceptional loss - Time Out Market Spitalfields	-	1,049
Loss on disposals of property, plant and equipment	34	5
Other non-cash movements	(39)	33
Increase in inventories	(55)	(37)
Increase in trade and other receivables	(5,701)	(1,629)
Increase in trade and other payables	7,069	2,936
Cash generated from operations	12,557	4,735

8. Post balance sheet events

Extension of unsecured Loan Note with related party

The Group has agreed to an amendment of the unsecured Loan Note with Oakley Capital investments ("OCI") to extend the repayment date to 30 June 2026. The loan note, listed on The International Stock Exchange ("TISE") will increase from £5.2m to £6.02m (representing interest accrued on the pre-existing Loan Note). The terms remain the same, save for a reduction in interest charged at a 90-day average SONIA rate plus 8% (reduced from 10%) per annum, applied from 1 January 2024.

Proposed Placing of ordinary shares for growth capital

Principal risks and uncertainties

The 2024 Annual Report sets out on pages 20 and 21 the principal risks and uncertainties that could impact the business.

Appendices: Alternative Performance Measures

Appendix 1 - Explanation of alternative performance measures (APMs)

The Group has included various unaudited alternative performance measures (APMs) in this statement. The Group includes these non-GAAP measures as it considers these measures to be both useful and necessary to the readers of the Annual Report and Accounts to help them more fully understand the performance and position of the Group. The Group's measures may not be calculated in the same way as similarly titled measures reported by other companies. The APMs should not be viewed in isolation and should be considered as additional supplementary information to the statutory measures. Full reconciliations have been provided between the APMs and their closest statutory measures.

The Group has considered the European Securities and Markets Authority (ESMA) 'Guidelines on Alternative Performance Measures' in these preliminary results.

APM	Closest statutory measure	Adjustments to reconcile to statutory measure
Like-for-like revenue	Revenue	Like-for-like revenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.
Net revenue	Revenue	Net revenue is calculated as Revenue less the concessionaires' share of revenue.
Adjusted EBITDA	Operating profit	Adjusted EBITDA is profit or loss before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets. It is used by management and analysts to assess the business before one-off and non-cash items.
EBITDA	Operating profit	EBITDA is profit or loss before interest, taxation, depreciation, amortisation, and profit/(loss) on the disposal of fixed assets. It is used by management and analysts to assess the business before one-off and non-cash items.
Divisional adjusted operating expenses	Administrative expenses of the Media and Market segments (see note 4)	Divisional adjusted operating expenses are administrative expenses before Corporate costs, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.
Divisional adjusted EBITDA	Operating profit of the Media and Market segments	Divisional Adjusted EBITDA is Adjusted EBITDA of the Media or Market segment stated before corporate costs.
Corporate costs	Operating loss of the Corporate costs segments	Corporate costs are Administrative expenses of the Corporate Cost segment stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.
Adjusted operating expenditure (trading)	Administrative expenses of the Market segment	Administrative expenses of the Market segment before Market central costs.
Trading EBITDA	Operating profit of the Market segment	Trading EBITDA represents the Adjusted EBITDA from owned and operated markets, management agreement fees, and the development fees relating to management agreements. It is presented before central costs of the Market business.
Adjusted net debt	Net debt	Adjusted net debt is cash less borrowings and excludes any finance lease liability recognised under IFRS 16.

Global brand reach is the estimated monthly average in the year including all Owned & Operated cities and franchises. It includes print circulation and unique website visitors (Owned & Operated), unique social users (as reported by Facebook and Instagram with social followers on other platforms used as a proxy for unique users), social followers (for other social media platforms), opted-in members and Market visitors.

The Group has concluded that these APMs are relevant as they represent how the Board assesses the performance of the Group and they are also closely aligned with how shareholders value the business. They provide like-for-like, year-on-year comparisons and are closely correlated with the cash inflows from operations and working capital position of the Group. They are used by the Group for internal performance analysis and the presentation of these measures facilitates comparison with other industry peers as they adjust for non-recurring factors which may materially affect IFRS measures. The adjusted measures are also used in the calculation of the Adjusted EBITDA and banking covenants as per our agreements with our lenders. In the context of these results, an alternative performance measure (APM) is a financial measure of historical or future financial performance, position or cash flows of the Group which is not a measure defined or specified in IFRS. The reconciliation of adjusted EBITDA to operating loss is contained within the note below.

Appendix 2 - Adjusted net debt

	2024	2023
	£'000	£'000
Cash	5,903	5,094
Borrowings	(38,882)	(29,883)
Adjusted net debt	(32,979)	(24,789)
IFRS 16 Lease liabilities	(24,898)	(24,863)
Net debt	(57,877)	(49,652)

Appendix 3 - Adjusted EBITDA

Year ended 30 June 2024

	Time Out Market	Time Out Media	Corporate costs	Total
	£'000	£'000	£'000	£'000
Like-for-like revenue	69,717	36,909	-	106,626

Revenue	67,207	35,905	-	103,112
Concessionaire share	(24,390)	-	-	(24,390)
Net revenue	42,817	35,905	-	78,722
Gross profit	36,429	28,300	-	64,729
Administrative expenses	(32,198)	(26,220)	(6,317)	(64,735)
Operating profit/(loss)	4,231	2,080	(6,317)	(6)

Amortisation of intangible assets	12	996	820	1,828
Depreciation of property, plant and equipment	4,924	223	-	5,147
Depreciation of right-of-use assets	2,066	448	-	2,514
Loss on disposal of fixed assets	-	34	-	34
EBITDA profit/(loss)	11,233	3,781	(5,497)	9,517
Share based payments	434	978	355	1,767
Exceptional items	366	520	269	1,155
Adjusted EBITDA profit/ (loss)	12,033	5,279	(4,873)	12,439

Finance income				493
Finance costs				(9,036)
Loss before income tax				(8,549)
Income tax credit				3,917
Loss for the year				(4,632)

Year ended 30 June 2023

	Time Out Market	Time Out Media	Corporate costs	Total
	£'000	£'000	£'000	£'000
Like-for-like revenue	66,965	33,130	-	100,095

Revenue	71,511	33,130	-	104,641
Concessionaire share	(28,663)	-	-	(28,663)
Net revenue	42,848	33,130	-	75,978
Gross profit	35,535	26,354	-	61,889
Administrative expenses	(46,369)	(26,547)	(6,467)	(79,383)
Operating loss	(10,834)	(193)	(6,467)	(17,494)

Amortisation of intangible assets	21	1,202	940	2,163
Depreciation of property, plant and equipment	6,322	222	-	6,544
Depreciation of right-of-use assets	2,077	290	-	2,367
Loss on disposal of fixed assets	-	5	-	5
EBITDA (loss)/ profit	(2,414)	1,526	(5,527)	(6,415)
Share based payments	-	-	1,701	1,701
Exceptional items	8,851	1,103	75	10,029
Adjusted EBITDA profit/ (loss)	6,437	2,629	(3,751)	5,315

Finance income				167
Finance costs				(7,664)
Loss before income tax				(24,991)
Income tax charge				(1,132)
Loss for the year				(26,123)

Consistent with FY24, FY23 comparatives have been restated to present £1.7m of group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Market to better represent the actual costs of the underlying segments.

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