TIDMTMO
RNS Number : 7108S
Time Out Group plc
08 November 2023
8 November 2023
Time Out Group plc
("Time Out," the "Company" or the "Group")
Audited Full Year Results for the twelve months ended 30 June
2023
Continued progress in revenues and adjusted EBITDA with both
Media and Markets growing strongly -
Company well positioned for sustained growth
Time Out Group plc (AIM: TMO), the global media and hospitality
business, today announces its audited full year results for the
twelve months ended 30 June 2023.
Financial highlights
-- Gross revenue grew by 43% to GBP104.6m (2022: GBP72.9m) and
net revenue (1) by 37% to GBP76.0m (2022: GBP55.4m)
-- Gross profit increased 39% to GBP61.9m (2022: GBP44.6m) with gross margins +1% points
-- Group adjusted EBITDA (2) up 336% to GBP5.3m (2022: GBP1.2m)
with both Media and Markets delivering positive adjusted EBITDA
-- Group operating loss of GBP17.5m (2022: GBP14.1m loss), GBP3m
year-on-year movement comprising +GBP4.2m improvement in EBITDA
less GBP7.7m increase in exceptional costs to GBP10.0m, of which
GBP7.8m are non cash
-- Cash of GBP5.1m at 30 June 2023 (2022: GBP4.8m) and
borrowings of GBP29.9m (2022: GBP22.0m), resulted in adjusted net
debt (3) of GBP24.8m (2022: GBP17.1m). Reported net debt was
GBP49.7m (2022: GBP44.5m) including GBP24.9m (2022: GBP27.4m) of
IFRS 16 lease liabilities
-- Refinancing completed in November 2022; settled existing
Incus loan facility with new four-year EUR35m facility with
Crestline, repayable November 2026, of which EUR29.2m was drawn as
at 30 June 2023; in addition, the Company today announces the
extension of the Loan Note with Oakley Capital Investments,
GBP5.2m, now repayable June 2025
Operational highlights
-- Time Out Market: strong revenue growth and expanding global footprint
o Gross revenue growth of +54% YoY and net revenue growth of 48%
to GBP42.8m (2022: GBP28.9m)
o Adjusted EBITDA up significantly to GBP4.3m (2022: GBP2.2m)
and adjusted EBITDA margin increasing by 94 basis points as a
result of increasing footfall and ongoing operational
improvements
o Growing portfolio of 15 Markets includes six open and nine
contracted sites set to open 2023-2027 with Cape Town, Vancouver,
Riyadh, Barcelona and Bahrain signed in the year and a pipeline of
new Management Agreements in advanced negotiations on the back of
continued interest from real estate developers
o Exit from Miami Market in June 2023 (opened 2019) to focus on
profitable locations, Miami trading loss of (GBP2.7m) in FY23 with
exceptional costs of GBP7.1m comprising GBP6.7m of non-cash
impairments of assets, and GBP0.4m of provisions for future cash
costs of exit. Also withdrew from negotiations on potential Market
in Spitalfields resulting in impairment charges of GBP1.0m
o Cape Town Market opening on 17 November 2023 and construction
in Porto well advanced with expected opening date in FY24 - for
both sites the city's top chefs have been curated
-- Time Out Media: digital focus drives improved economics and growing audience
o Gross revenue growth of +25% YoY underpinned by digital
revenue growth of 44%
o Improved adjusted EBITDA of GBP3.1m (2022: GBP1.7m) with gross
margin up by 300 basis points to 80% (2022: 77%)
o Global monthly brand audience grew by 16% to 83m (2022: 72m)
as a result of a consistent strategy to bring Time Out content to
digital channels
o Winning big-ticket campaigns from an expanding client roster
via relationships with agency partners and brand owners, in both
existing and new sectors, with continued demand from blue-chip
brands for our unique campaign solutions
o Time Out Creative Solutions team delivered bespoke
multi-channel campaigns leveraging the entire Time Out platform,
combining digital channels with live events in Markets
Commenting on the results, Chris Ohlund, CEO of Time Out Group
plc, said:
"This year we achieved important milestones in delivering a
further improved adjusted EBITDA - despite the challenging
macroeconomic conditions - building on our recent progress and
momentum. While this is only the beginning and there is still much
to do, we are now positioned for sustained growth and have an
ambitious strategy to realise Time Out's potential.
"Our digital strategy for Time Out Media is working, driving
significant gross revenue and adjusted EBITDA growth that has
exceeded our expectations. Our expanding audience values our "best
of the city content" and we are winning high-value campaigns with
leading brands. Time Out Market is a much younger business which,
now that we have enjoyed a year of uninterrupted trading,
demonstrates the unique opportunity it presents: our open Markets
continue to grow, and we contracted five new sites in the year as
interest from real estate developers remains strong. The portfolio
includes six open and nine contracted sites, with more in the
pipeline - in a few years, it will more than double in size.
"Synonymous with going out and having a good time, 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.
Consumers are increasingly spending time on digital channels but
still want to socialise in real life - capturing these trends
through the combination of Media and Market is powerful."
Outlook
The 2023 financial year provides us with the foundations for
continued growth which, combined with ongoing rigorous management
of the cost base, can significantly improve future cash flows and
profitability. In contrast to most media and hospitality
businesses, Time Out Group now has multiple avenues for sustained
growth and is building a valuable long term recurring earnings
stream.
We expect the step-change in Media performance to continue as
demand from blue-chip brands for our unique campaign solutions
grows. Over the next 18 months, we are set to open five new Markets
which will increase revenues and the signing of new locations
globally is expected to continue, supported by a strategy to focus
on the highest quality leads. In time, the nine Management
Agreements (two open and seven contracted), each with a term of at
least 10 years, will generate a contracted minimum aggregate
contribution to EBITDA of c.GBP14m per annum when all are
operational.
Despite macroeconomic headwinds, we have increased confidence in
future growth and further traction as we continue to deliver
against our ambitious plans, with Q1 FY24 performance in line with
management expectations.
(1) Net revenue is calculated as gross revenue less the
concessionaires' share of revenue. See appendix Alternative
Performance Measures for a reconciliation to the statutory
numbers.
(2) 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. 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.
(3) Adjusted net debt excludes lease-related liabilities under
IFRS 16. This is an APM. See appendix Alternative Performance
Measures for a reconciliation to the statutory numbers.
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
Liberum (Nominated Adviser and Broker) Tel: +44 (0)203
100 2222
Andrew Godber / Edward Thomas / Miquela Bezuidenhoudt
FTI Consulting LLP Tel: +44 (0)203
727 1000
Edward Bridges / Stephanie Ellis / 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
through its two divisions - Time Out Media and Time Out Market.
Time Out launched in London in 1968 to help people discover the
exciting new urban cultures that had started up all over 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 six cities such as Lisbon, New York and
Dubai, several new locations with expected opening dates in 2023
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).
FORWARD-LOOKING STATEMENTS
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 Year ended
30 June 30 June
2023 2022 Change
GBP'000 GBP'000 %
Market 42,848 28,924 48%
Media 33,130 26,479 25%
------------------------------- ----------- ----------- -------
Group net revenue (1) 75,978 55,403 37%
Gross profit 61,889 44,583 39%
Gross margin % (2) 81% 80% 1%
Divisional Adjusted operating
expenses (3) (54,486) (40,654) 34%
Divisional Adjusted EBITDA(3) 7,403 3,929 88%
------------------------------- ----------- ----------- -------
Market 4,311 2,225 94%
Media 3,092 1,704 81%
------------------------------- ----------- ----------- -------
Corporate costs (2,088) (2,710) 23%
Group Adjusted EBITDA (3) 5,315 1,219 336%
------------------------------- ----------- ----------- -------
Loss before tax (24,991) (19,462) 28%
------------------------------- ----------- ----------- -------
(1) Net revenue is calculated as gross revenue less the
concessionaires' share of revenue. See appendix Alternative
Performance Measures for a reconciliation to statutory numbers.
(2) Gross margin calculated as gross profit as a percentage of net revenue.
(3) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management uses to aid understanding of the underlying
business performance. See appendix Alternative Performance Measures
for a reconciliation to statutory numbers.
The financial year - the first full reporting period of
uninterrupted trading since 2019 - saw continued progress across
both the Markets and the Media divisions, positioning the Group for
a transition to sustained growth. With its curation of the best of
the city combined with ongoing operational improvements, Time Out
Market delivered strong revenue growth and increased profitability
in addition to a growing pipeline of contracted sites. Time Out
Media - following its completed print to digital transformation -
achieved significant digital revenue growth and higher EBITDA
margin as we attract an increasing audience as well as blue-chip
clients seeking our bespoke advertising solutions.
-- Group net revenue increased by 37% to GBP76.0m (2022:
GBP55.4m) and gross margin increased by 100 basis points to 81%
(2022: 80%)
-- Divisional operating expenses increased by 34%, 3% slower
than net revenue as a result of reductions in fixed costs and focus
on operational efficiency, partly offset by additional variable
costs as sales grew; continued growth offers the scope to further
dilute fixed costs as a % of sales
-- Improvement in Divisional adjusted EBITDA of GBP7.4m (2022:
GBP3.9m) with corporate costs decreased by 23% to GBP2.1m (2022:
GBP2.7m) following a focus on cost reduction and efficiency,
delivering benefits now and in future years; this resulted in a
positive Group adjusted EBITDA of GBP5.3m (2022: GBP1.2m)
Matt Pritchard has been newly appointed Chief Financial Officer,
replacing Patrick Foley who had been CFO since September 2022 and
decided to leave the business to pursue new opportunities. It is
expected that Matt will be appointed to the Board in due course.
Matt has over 25 years of experience of value creation in Retail
and FMCG, in both private equity and listed environments, including
strategic review and funding of growth strategies. From 2014 to
2023, Matt was CFO of Hotel Chocolat PLC. In this role he
formulated long term growth strategies including a pivot to digital
and prepared the business for IPO in 2016, growing revenues and
EBITDA. Prior to this, he worked in senior finance roles with
several blue-chip retail organisations including Asda, Somerfield
Stores and WHSmith. Matt qualified as a Certified Accountant in
1998.
Time Out Market trading overview
Year ended Year ended
30 June 30 June
2023 2022 Change
GBP'000 GBP'000 %
Gross revenue 71,511 46,454 54%
Owned operations 38,509 24,734 56%
Management fees 4,339 4,190 4%
-------------------------------- ----------- ----------- -------
Net revenue (1) 42,848 28,924 48%
-------------------------------- ----------- ----------- -------
Gross profit 35,535 24,081 48%
Gross margin % (2) 83% 83% -
Adjusted operating expenditure
(trading) (3) (22,968) (17,320) 33%
-------------------------------- ----------- ----------- -------
Trading EBITDA(3) 12,567 6,761 86%
Market central costs (8,256) (4,536) 82%
Adjusted EBITDA (3) 4,311 2,225 94%
-------------------------------- ----------- ----------- -------
(1) Net revenue is calculated as gross revenue less
concessionaires' share of revenue. See appendix Alternative
Performance Measures for a reconciliation to statutory numbers.
(2) Gross margin calculated as gross profit as a percentage of net revenue.
(3) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management uses to aid understanding of the underlying
business performance. See appendix Alternative Performance Measures
for a reconciliation to statutory numbers.
Time Out Market net revenue increased by 48% to GBP42.8m (2022:
GBP28.9m) and adjusted EBITDA of GBP4.3m nearly doubled
year-on-year (2022: GBP2.2m adjusted EBITDA) in the first full
financial year of uninterrupted trading and with some restrictions
still in place in the comparative year. The year saw travel rebound
and across our open sites, footfall from tourists continued to
recover at a faster rate than footfall from office workers. We
continue to carefully manage operating expenses to drive greater
profitability, alongside implementing operational improvements and
optimisations of our commercial model. Central costs increased as a
strengthened team is working on growing the Markets business,
preparing for several upcoming openings and negotiating further new
sites.
Sandy Hayek - who joined in 2021 as Time Out Market Dubai
General Manager and then became Time Out Market Co-CEO Operations -
was promoted to Time Out Market CEO in July 2023 to oversee both
the operations of existing and the development of new Markets,
reporting into Group CEO Chris Ohlund.
As a food and cultural market bringing the best of the city
together under one roof, the ongoing curation of top culinary
talents is key to keeping the offering fresh and reflective of the
cities we are in. Examples of concessions added in the year include
in Lisbon MICHELIN Bib Gourmand awarded O Frade and in New York
Bark Barbecue which has a cult following. Furthermore, each Market
has an ongoing cultural programme to drive additional high-value
footfall, differentiation and engaging content for social media and
Time Out channels. Throughout the year, many events took place from
live bands and artist performances to DJs and comedy nights.
Across our open Markets, the teams worked on operational
efficiencies to improve revenue per sq ft and thereby
profitability. As part of our focus to build a profitable
portfolio, it was decided that the Miami site would close on 30
June 2023. Following the launch of the first Market in Lisbon in
2014, the Miami site was the first to open as part of the global
expansion in 2019 and underperformed post-pandemic, contributing a
reported operating loss of GBP2.7m to the Group result in FY23. The
decision to exit resulted in exceptional costs of GBP7.1m
comprising GBP6.7m of non cash asset impairments, and GBP0.4m of
provisions for future cash liabilities.
In addition to our six existing Markets (Lisbon, New York,
Boston, Chicago, Montreal and Dubai - the latter two being
Management Agreements), new sites are set to open in Cape Town on
17 November 2023 and in Porto in FY24 - in both sites top local
chefs have been curated.
In the year, we accelerated the signing of new Markets and
contracted five sites including in Cape Town, Vancouver, Riyadh,
Barcelona and Bahrain. This takes the pipeline of new sites in
development to nine and the expected opening schedule based on
calendar year is structured as follows:
-- November 2023: Cape Town (Management Agreement)
-- 2024: Porto (Owned & Operated)
-- 2024: Barcelona (Owned & Operated)
-- 2024: Bahrain (Management Agreement)
-- 2024: Vancouver (Management Agreement)
-- 2025: Abu Dhabi (Management Agreement)
-- 2025: Osaka (Management Agreement)
-- 2027: Prague (Management Agreement)
-- 2027: Riyadh (Management Agreement)
As growth engine for the continued expansion, we are focused on
Management Agreements under which we receive a share of revenues
and profits (subject to a minimum guaranteed fee) which increases
our recurring revenue stream without capital expenditure. We will
consider lease agreements for Owned & Operated sites, where we
receive 100% of site profits, when the majority of capex is
contributed by the landlord.
We have a pipeline of Management Agreements in advanced
negotiations 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 the critical success
factors, with the objective of improving return on investment and
reducing time to completion. Furthermore, we are developing wider
flexibility in formats to best match our Markets proposition to the
locality.
In February 2023, we confirmed that we will not proceed with the
development of the site at 106 Commercial Street in London -
although recommended for approval by planning officers, the Tower
Hamlets Development Committee chose to defer its decision on our
application in 2022 after a process which had already taken several
years. With an expectation of the process being drawn out by
further delays we decided to no longer proceed with our application
- which resulted in exceptional costs of GBP1.0m arising from the
write-off of sunk pre-development costs - in order to focus our
resources on other opportunities.
Time Out Media trading overview
Year ended Year ended
30 June 30 June
2023 2022 Change
GBP'000 GBP'000 %
Gross Revenue 33,130 26,479 25%
------------------------------------ ----------- ----------- -------
Gross profit 26,354 20,502 29%
Gross margin % (1) 80% 77% 3%
Adjusted operating expenditure (2) (23,262) (18,798) 24%
Adjusted EBITDA (2) 3,092 1,704 81%
------------------------------------ ----------- ----------- -------
(1) Gross margin calculated as gross profit as a percentage of gross revenue.
(2) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management use to aid understanding of the underlying business
performance. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
Time Out Media trading was encouraging with gross revenue growth
of 25% to GBP33.1m (2022: GBP26.5m) generating adjusted EBITDA of
GBP3.1m (20 22: GBP1.7m).
Having exited print media in FY22, in our first year as a fully
digital media division we successfully tapped into the growing
digital advertising space, replacing print with digital
revenue:
-- Digital gross revenue grew by 44% to GBP25.8m (2022: GBP17.9m)
-- As a result of the removal of print revenues (2022: GBP8m) total Media net revenue grew 25%
Gross margin increased by 300 basis points to 80% (2022: 77%).
We continue to tightly manage the operating expenditure which
increased slower than sales by 23% as we invested in talent with
digital expertise and expanded our sales team tasked with growing
our client base and winning high-value campaign deals.
The digital growth was driven primarily by the UK and US
business. Time Out Media CEO Stacy Bettman - reporting into Group
CEO Chris Ohlund - is now applying the same business model to the
European and APAC Media business.
A key growth driver and focus going forward are high-value
campaigns for an expanding roster of advertising clients including
in new sectors. Time Out appeals to advertisers as our Creative
Solutions team develops bespoke campaigns to connect them with our
brand, content and audience in a brand-safe and positive
environment across a 360-degree platform spanning website, mobile,
social media, videos, newsletter and live events. In the year we
saw increased demand for these multi-channels campaigns from
clients such as Diageo, Estrella Damm, TAP Portugal, FREENOW and
Uber Eats.
We saw success with campaigns which leverage the synergies
between Media (digital high-quality content) and Market (real-life
experiences). Examples include campaigns for Mastercard,
Maybelline, BATISTE(TM) and P&O Cruises which spanned custom
digital content as well as videos and expanded to live events in
our Markets. With an expanding global Market footprint, this
presents future growth opportunities.
Time Out's global monthly brand audience (1) grew by 16% to 83m
(2022: 72m) and by 46% compared to 2019 when it stood at 57m. This
is the result of a consistent strategy to bring our content -
previously distributed via print - to digital channels to attract
and engage a valuable audience. The audience growth demonstrates
how the Time Out brand and its "best of the city" content remain
relevant. In particular short-form videos continue to be a medium
our audience engages with and in which we invest. The year saw an
ongoing push of video content on social media (Instagram and
TikTok) and our site to drive both direct and programmatic revenue
with sponsored video series now often key elements of client
campaigns.
Our "best of the city" content spanning 333 cities in 59
countries is curated and created by a global network of local
expert journalists. Successful content which drove record traffic
numbers in the year included annual global tent poles such as The
World's Best Cities and The Coolest Neighbourhoods as well as
Halloween coverage which contributed to October being Time Out
USA's biggest traffic month of the year. Time Out delivered the 3rd
biggest growth of UK news publishers in September 2022 and in March
2023 topped that ranking (2) .
Whilst we are using generative AI to support operational
efficiency and insights, all of our content creation and editorial
curation is performed by expert local writers and editors.
(1) Global brand audience 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.
(2) Source: Press Gazette using data from (c) Ipsos, Ipsos iris,
1-30 September 2022 and 1-31 March 2023
Financial Review
Year ended Year ended
30 June 30 June
2023 2022 Change
GBP'000 GBP'000 %
Gross revenue 104,640 72,933 43%
Concessionaire share (28,662) (17,530) 64%
------------------------------------- ----------- ----------- -------
Net revenue 75,978 55,403 37%
Gross profit 61,889 44,583 39%
81% 80% 1%
Administrative expenses (79,383) (58,724) 35%
------------------------------------- ----------- ----------- -------
Operating loss (17,494) (14,141) 24%
Operating loss (17,494) (14,141) 24%
Depreciation & amortisation
- Intangible assets 2,163 2,540 (15)%
- Property, plant and equipment 6,544 6,575 -
- Right-of-use assets 2,367 2,065 15%
Share-based payments 1,701 1,817 (6)%
Exceptional items 10,029 2,316 333%
Loss on disposal of property, plant
and equipment 5 47 (89)%
Adjusted EBITDA (1) 5,315 1,219 336%
----------- ----------- -------
Finance income 167 8 1988%
Finance costs (7,664) (5,329) 44%
Loss before tax (24,991) (19,462) 28%
------------------------------------- ----------- ----------- -------
(1) 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. This is an APM that management uses to aid understanding of
the underlying business performance. See appendix Alternative
Performance Measures for a reconciliation to statutory numbers.
Revenue and gross profit
Group gross revenue for the year increased by 43% to GBP104.6m
(2022: GBP72.9m) with both Markets and Media delivering gross
revenue growth.
Markets gross revenues increased with both growth in existing
sites and revenues associated with signing new Management
Agreements. Media revenue growth was driven by digital sales growth
which more than offset loss in revenues from the exit from print in
FY22.
Gross margins increased by 1 percentage point to 81%.
Operating expenses
Administrative expenses of GBP79.4m grew more slowly than sales,
increasing by 35% year-on-year.
Adjusted EBITDA
Group adjusted EBITDA is a non-GAAP Alternative Performance
Measure, which is used by the Board to manage business performance
and to allocate resources across the Group. Group adjusted EBITDA
of GBP5.3m (FY22 GBP1.2m) is stated before interest, taxation,
depreciation and amortisation, share-based payment charges,
exceptional items, and loss on disposal of fixed assets. The
material improvement is a result of increased revenues and improved
operational efficiency. The GBP5.3m figure is inclusive of GBP2.7m
of operating losses from the Miami Market, which will not
recur.
Operating loss
The reported operating loss was GBP17.5m (2022: GBP14.1m
loss).
The net exceptional costs of GBP10.0m (2022: GBP2.3m) includes
costs related to a closure and exit of the Miami Market which
ceased trading on 30 June 2023 (GBP7.1m), staff redundancy costs of
staff who left the Group following the restructuring (GBP1.9m). The
majority of the prior year exceptional costs of GBP2.3m related
mainly to redundancy and restructuring costs.
The depreciation charge of GBP8.9m (2022: GBP8.6m) had minimal
change with an increase of GBP0.3m. The amortisation of intangible
assets of GBP2.2m (2022: GBP2.52m) decreased by GBP0.3m. Overall,
on a combined basis there was no change to the charge for
depreciation and amortisation.
Net finance costs
Net finance costs of GBP7.5m (2022: GBP5.3m) primarily relates
to interest on debt of GBP3.8m (2022: GBP2.4m), amortisation of
deferred financing costs of GBP0.5m (2022: GBP0.2m) and interest
cost in respect of lease liabilities of GBP3.0m (2022:
GBP2.6m).
Foreign exchange
The revenue and costs of Group entities reporting in dollars and
euros have been consolidated in these financial statements at an
average exchange rate of $1.21 (2022 $1.34) and EUR1.15 (2022:
EUR1.18) respectively.
Cash and debt
30 June 30 June
2023 2022
GBP'000 GBP'000
Cash and cash equivalents 5,094 4,849
Borrowings (29,883) (21,978)
--------- ---------
Adjusted net debt (24,789) (17,129)
IFRS 16 Lease liabilities (24,863) (27,420)
--------- ---------
Net debt (49,652) (44,549)
--------- ---------
Cash and cash equivalents increased by GBP0.3m since 30 June
2022 to GBP5.1m (2022: GBP4.8m). This was driven primarily by the
Group Adjusted EBITDA of GBP5.3m (2022: GBP1.2m Group Adjusted
EBITDA), exceptional costs cash outflow of GBP1.9m (2022: GBP2.8m),
net working capital outflow of GBP1.3m (2022: GBP2.6m), capital
expenditure of GBP2.9m (2022: GBP1.8m), net proceeds of financing
of GBP5.0m (2022: GBP3.7m net financing outflow) and the repayment
of lease liabilities of GBP5.1m (2022: GBP4.0m).
On 24 November 2022, the Group entered into a new EUR35.0m
secured four-year term loan facility with Crestline Europe LLP
("Crestline facility"). The facility has a term of four years, with
the right to settle in full after two years. Interest may be
capitalised or paid in cash, at the election of the Company, during
the first year at a rate of 9.5% plus 3-month EURIBOR and from the
second year onwards interest will be paid in cash at a rate of 8.5%
plus 3-month EURIBOR. An exit premium payable upon full repayment,
is amortised over the duration of the facility with reference to
the principal amount drawn. The facility is subject to quarterly
financial covenants based on minimum liquidity levels (quarterly
testing commenced on 31 December 2022) and target leverage ratio
(quarterly testing commenced on 30 June 2023).
The Company has also executed an equity warrant instrument and
agreed to issue 11,400,423 equity warrants on 30 November 2022 and
a further 2,264,468 at full drawdown of the Loan Note Facility (in
total representing approximately 3.6% of its fully diluted share
capital) to the Crestline subscribers. The five-year equity
warrants, which have customary anti-dilution protections, have an
exercise price of 39 pence per ordinary share.
At 30 June 2023 borrowings principally comprised the partially
drawn Crestline facility of EUR31.3m (EUR29.2m plus capitalised
interest), EUR5m of the original EUR35m commitment remains undrawn.
At 30 June 2022 the borrowings principally comprised the Incus
Capital Facility GBP20.9m, which was fully repaid on 30 November
2022.
On 7 November 2023 the Group agreed to an amendment of an
existing GBP5m unsecured Loan Note with Oakley Capital investments
("OCI") to extend the repayment date to 30 June 2025. This is a
related party transaction under AIM Rule 13. Please see further
disclosure in relation to this in note 11.
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 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.
In making this assessment the Directors have considered two
scenarios over the forecast period: The base case assumes a slow
but steady period of growth across both Market and Media. Owned and
Operated 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 complemented by the
return of Live Events, Affiliate and Offers revenue. This scenario
does assume an appropriate element of cost inflation.
The downside case sensitises the base case to assume that the
Market Owned & Operated and Media revenues underperform the
base case by 10% while maintaining the base case gross margin, with
actionable cost mitigation over the forecast period. Consistent
with the base case, the sensitised case also assumes an appropriate
element of cost inflation.
The Directors consider the downside case reduction in revenue
for each division to be unlikely given recent performance, however
with the uncertainty created by inflationary and recessionary
factors this scenario is considered severe but plausible.
The Board is satisfied that under both scenarios 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 Company continue to adopt the going
concern basis in preparing its financial statements.
Chris Ohlund
Group Chief Executive
8 November 2023
Consolidated Income statement
Year ended 30 June 2023
Year ended
30 June Year ended
Note 2023 30 June 2022
----------- --------------
GBP'000 GBP'000
1,
Gross revenue 4 104,641 72,933
Cost of sales 4 (42,752) (28,350)
----------- --------------
Gross profit 61,889 44,583
Administrative expenses (79,383) (58,724)
----------- --------------
Operating loss (17,494) (14,141)
Finance income 167 8
Finance costs (7,664) (5,329)
----------- --------------
Loss before income tax 4 (24,991) (19,462)
Income tax (charge)/credit (1,132) (97)
----------- --------------
Loss for the year (26,123) (19,559)
----------- --------------
Loss for the year attributable to:
Owners of the parent (26,116) (19,553)
Non-controlling interests (7) (6)
(26,123) (19,559)
----------- --------------
Loss per share:
Basic and diluted loss per share
(p) 6 (7.8) (5.9)
Consolidated Statement of Other Comprehensive Income
Year ended 30 June 2023
Year ended
30 June Year ended
2023 30 June 2022
----------- --------------
GBP'000 GBP'000
Loss for the year (26,123) (19,559)
Other comprehensive income:
Items that may be subsequently reclassified
to the profit or loss:
Currency translation differences (1,301) 4,803
Other comprehensive (expense)/income
for the year, net of tax (1,301) 4,803
Total comprehensive expense for the year (27,424) (14,756)
----------- --------------
Total comprehensive expense for the year
attributable to:
Owners of the parent (27,417) (14,748)
Non-controlling interests (7) (8)
(27,424) (14,756)
----------- --------------
Condensed Consolidated Statement of Financial Position
At 30 June 2023
30 June
Note 2023 30 June 2022
---------- -------------
GBP'000 GBP'000
Assets
Non-current assets
Intangible assets - Goodwill 29,472 29,893
Intangible assets - Other 6,786 8,219
Property, plant and equipment 26,189 37,851
Right-of-use assets 17,843 20,490
Other receivables 4,016 3,554
84,306 100,007
---------- -------------
Current assets
Inventories 774 986
Trade and other receivables 14,638 14,906
Cash and cash equivalents 7 5,094 4,849
20,506 20,741
---------- -------------
Total assets 104,812 120,748
---------- -------------
Liabilities
Current liabilities
Trade and other payables (17,967) (14,872)
Borrowings 7 (5,878) (21,131)
Lease liabilities 7 (4,581) (5,056)
(28,426) (41,059)
---------- -------------
Non-current liabilities
Trade and other payables - -
Deferred tax liability (957) (1,158)
Borrowings 7 (24,005) (847)
Lease liabilities 7 (20,282) (22,364)
(45,244) (24,369)
---------- -------------
Total liabilities (73,670) (65,428)
---------- -------------
Net assets 31,142 55,320
---------- -------------
Equity
Called up share capital 9 338 336
Share premium 185,563 185,563
Translation reserve 6,561 7,862
Capital redemption reserve 1,105 1,105
Retained earnings / (losses) (162,420) (139,522)
Total parent shareholders' equity 31,147 55,344
---------- -------------
Non-controlling interest (5) (24)
Total equity 31,142 55,320
---------- -------------
Condensed Consolidated Statement of Changes in Equity
At 30 June 2023
Called Total
up Capital Retained parent Non-
Share Share Translation Redemption earnings/ Shareholders' Controlling Total
capital premium reserve reserve (losses) equity interest equity
-------- -------- ------------ ----------- ---------- -------------- ------------ ---------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 July
2021 332 185,563 3,057 1,105 (121,182) 68,875 (48) 68,827
Changes in equity
Loss for the year - - - - (19,553) (19,553) (6) (19,559)
Other
comprehensive
income/(expense) 4,805 - - 4,805 (2) 4,803
-------- -------- ------------ ----------- ---------- -------------- ------------ ---------
Total
comprehensive
income - - 4,805 - (19,553) (14,748) (8) (14,756)
Share-based
payments - - - - 1,817 1,817 - 1,817
Adjustment
arising on
change
of
non-controlling
interest - - - - (604) (604) 32 (572)
Issue of shares 4 - - - - 4 - 4
-------- -------- ------------ ----------- ---------- -------------- ------------ ---------
Balance at 30
June 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
income - - (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
of
non-controlling
interest - - - - (26) (26) 26 -
Issue of new
shares 2 - - - - 2 - 2
-------- -------- ------------ ----------- ---------- -------------- ------------ ---------
Balance at 30
June 2023 338 185,563 6,561 1,105 (162,420) 31,147 (5) 31,142
-------- -------- ------------ ----------- ---------- -------------- ------------ ---------
Condensed Consolidated Statement of Cash Flows
Year ended 30 June 2023
Year ended
30 June Year ended
Note 2023 30 June 2022
----------- --------------
GBP'000 GBP'000
Cash flows from operating activities
Cash generated from/ ( used in) operations 8 4,735 (4,544)
Interest paid (1,033) (2,497)
Tax paid (431) -
Net cash generated from/ (used in)
operating activities 3,271 (7,041)
Cash flows from investing activities
Purchase of property, plant and equipment (1,950) (1,173)
Purchase of intangible assets (918) (740)
Interest received 72 2
Net cash used in investing activities (2,796) (1,911)
Cash flows from financing activities
Proceeds from borrowings 30,220 254
Costs related to borrowing (2,499) -
Repayment of borrowings (22,745) (1,505)
Repayment of lease liabilities (5,087) (4,035)
Proceeds from issue of shares 2 -
Acquisition of minority interest - (203)
Net cash from financing activities (109) (5,489)
Increase/(decrease) in cash and cash
equivalents 366 (14,441)
Cash and cash equivalents at beginning
of year 4,849 19,070
Effect of foreign exchange rate change (121) 220
Cash and cash equivalents at end
of year 5,094 4,849
----------- --------------
Notes to the condensed consolidated statements
1. Preliminary Information
The consolidated financial statements of Time Out Group PLC for
the year ended 30 June 2023 were authorised by the Board on 8
November 2023. Comparative information covers the year ended 30
June 2022.
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 2023.
The financial information set out above does not constitute the
Company's statutory accounts for the year ended 30 June 2023 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.
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 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. In
making this assessment the Directors have considered two scenarios
over the forecast period: The base case assumes a slow but steady
period of growth across both Market and Media. Owned and Operated
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 complemented by the return of
Live Events, Affiliate and Offers revenue. This scenario does
assume an appropriate element of cost inflation.
The downside case sensitises the base case to assume that the
Market Owned & Operated and Media revenues underperform the
base case by 10% while maintaining the base case gross margin, with
actionable cost mitigation over the forecast period. Consistent
with the base case, the sensitised case also assumes an appropriate
element of cost inflation.
The Directors consider the downside case reduction in revenue
for each division to be unlikely given recent performance, however
with the uncertainty created by inflationary and recessionary
factors this scenario is considered severe but plausible.
The Board is satisfied that under both scenarios 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 Company continue to adopt the going
concern basis in preparing its financial statements.
2. Accounting policies
The same accounting policies and methods of computation are
followed in these condensed set of financial statements as applied
in the Group's latest annual audited financial statements.
3. Exchange rates
The significant exchange rates to UK Sterling for the Group are
as follows:
Year ended Year ended
30 June 2023 30 June 2022
Closing Average Closing Average
rate rate rate rate
-------- -------- -------- --------
US dollar 1.26 1.21 1.21 1.34
Euro 1.16 1.15 1.16 1.18
Australian dollar 1.91 1.79 1.76 1.84
Singaporean dollar 1.71 1.65 1.69 1.82
Hong Kong dollar 9.89 9.45 9.52 10.45
Canadian dollar 1.67 1.62 1.56 1.69
4. Segmental information
In accordance with IFRS 8, the Group's operating segments are
based on the figures reviewed by the Board, which represents the
chief operating decision maker. The Group comprises two operating
segments:
-- Time Out Market - this includes Time Out's share of
concessionaires' sales, revenues from Time Out operated bars and
other revenues include retail, events and sponsorship.
-- Time Out Media - this includes the sale of digital and print
advertising, local marketing solutions, live events tickets and
sponsorship, commissions generated from e-commerce transactions,
and fees from our franchise partners.
Year ended 30 June 2023
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross revenue 71,511 33,130 - 104,641
Cost of sales (35,976) (6,776) - (42,752)
--------------------------- --------- --------- ---------- ---------
Gross profit 35,535 26,354 - 61,889
Administrative expenses (48,495) (26,084) (4,804) (79,383)
--------------------------- --------- ---------
Operating (loss) / profit (12,960) 270 (4,804) (17,494)
Finance income 167
Finance costs (7,664)
---------
Loss before income tax (24,991)
Income tax (1,132)
Loss for the year (26,123)
---------
Year ended 30 June 2022
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross revenue 46,454 26,479 - 72,933
Cost of sales (22,373) (5,977) - (28,350)
------------------------- --------- --------- ---------- ---------
Gross profit 24,081 20,502 - 44,583
Administrative expenses (29,921) (22,728) (6,075) (58,724)
------------------------- --------- ---------
Operating loss (5,840) (2,226) (6,075) (14,141)
Finance income 8
Finance costs (5,329)
---------
Loss before income tax (19,462)
Income tax credit (97)
Loss for the period (19,559)
---------
Gross revenue represents the total value of all media sales
revenue, plus food, beverage and retail sales transactions in
relation to the North American markets, the Group's share of sales
transactions in relation to the Lisbon market and any management
agreement fees. Net revenue is calculated as gross revenue less the
concessionnaires' share of revenue.
Gross revenue is analysed geographically by origin as
follows:
Year ended
30 June Year ended
2023 30 June 2022
----------- --------------
GBP'000 GBP'000
Europe 29,850 25,826
Americas 66,743 41,703
Rest of World 8,048 5,404
104,641 72,933
----------- --------------
5. Exceptional items
Exceptional items are analysed as follows:
Year ended
30 June Year ended
2023 30 June 2022
----------- --------------
GBP'000 GBP'000
Restructuring costs 1,882 1,958
Exit costs in relation to Time Out Market
Miami 7,098 -
Exit costs in relation to Time Out Market
Spitalfields 1,049 -
Gain on recognition / derecognition of
right-of-use asset and related lease liability - (475)
Discontinued corporate transaction costs - 833
10,029 2,316
----------- --------------
The restructuring costs of GBP1.9m relates to the reorganisation
of the group, principally redundancies, following the Group's
decision to exit the Miami market. The prior year relates to
redundancy costs following the discontinuation of print in the UK
and the establishment of a new senior management team (2022:
GBP2.0m).
Write-off of capitalised costs (GBP5.3m) and irrecoverable
balances (GBP1.8m) relating to Time Out Market Miami have been
recognised following the decision to close the market.
Write-off of capitalised costs relating to Time Out Market
Spitalfields have been recognised following the decision to exit
the process.
In the prior year discontinued corporate transaction costs of
GBP0.8m related to an aborted corporate transaction. In the prior
year the gain on recognition of right-of-use asset and related
lease liability arose on the modification of the Time Out Lisbon
lease.
6. Loss per share
Basic loss per share is calculated by dividing the loss
attributable to shareholders by the weighted average number of
shares during the year.
For diluted loss per share, the weighted average number of
shares in issue is adjusted to assume conversion for all dilutive
potential shares. All potential ordinary shares including options
and deferred shares are antidilutive as they would decrease the
loss per share and are therefore not considered. Diluted loss per
share is equal to basic loss per share.
Year ended
30 June Year ended
2023 30 June 2022
------------ --------------
Number Number
Weighted average number of ordinary shares
for the purpose of basic and diluted loss
per share 336,648,648 334,198,517
GBP'000 GBP'000
Losses from continuing operations for
the purpose of loss per share (26,116) (19,553)
Pence Pence
Basic and diluted loss per share (7.8) (5.9)
7. Cash and debt
30 June
2023 30 June 2022
--------- -------------
GBP'000 GBP'000
Cash and cash equivalents 5,094 4,849
Borrowings (29,883) (21,978)
IFRS 16 Lease liabilities (24,863) (27,420)
Net debt (49,652) (44,549)
--------- -------------
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.
Notes to the cash flow statement
Reconciliation of loss before income tax to cash used in
operations
Year ended
30 June Year ended
2023 30 June 2022
----------- --------------
GBP'000 GBP'000
Loss before income tax (24,991) (19,462)
Add back:
Net finance costs 7,497 5,321
Share-based payments 1,701 1,817
Depreciation charges 8,910 8,640
Amortisation charges 2,163 2,540
Loss on disposal of property, plant and
equipment 5 47
Exceptional cost - Time Out Market Miami 7,098 -
Exceptional cost - Time Out Market Spitalfields 1,049 -
Gain on recognition / derecognition of
right-of-use asset and related lease liability - (475)
Other non-cash movements 33 (67)
(Increase)/ decrease in inventories (37) 18
Increase in trade and other receivables (1,629) (3,961)
Increase/ in trade and other payables 2,936 1,038
----------- --------------
Cash used in operations 4,735 (4,544)
----------- --------------
8. Share capital
Nominal
value per 30 June
share 2023 30 June 2022
------------ -------------
Number Number
Ordinary shares 337,589,584 335,870,417
Aggregate amounts 337,589,584 335,870,417
------------ -------------
GBP'000 GBP'000
Ordinary shares GBP0.001 338 336
Aggregate amounts 338 336
------------ -------------
9. Post balance sheet events
On 7th November 2023 the Directors agreed to enter into an
extension of the GBP5.2m Oakley Capital loan facility to June
2025.
10. Principal risks and uncertainties
The 2023 Annual Report sets out on pages 35 and 36 the principal
risks and uncertainties that could impact the business.
11. 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 2025. The loan note, listed on The International
Stock Exchange ("TISE") will increase from GBP5.1m to GBP5.2m
(representing interest accrued on the initial Loan Note). The terms
remain the same, with interest charged at a 90-day average SONIA
rate plus 10% per annum, with an exit premium.
OCI is interested in 67,436,385 ordinary shares of 0.001 pence
each in the Company ("Ordinary Shares"), representing approximately
19.97 per cent. of the Company's issued share capital. OCI and
Oakley Capital Private Equity L.P. together hold 147,897,400
Ordinary Shares, representing approximately 43.79 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, Liberum Capital, the terms of the
extension of the OCI Loan Note are fair and reasonable insofar as
shareholders in the Company are concerned.
Appendix: Alternative Performance Measures
The Group has included various unaudited alternative performance
measures (APMs) in its Annual Report and Accounts. 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 annual results.
APM Closest statutory Adjustments to reconcile statutory
measure measure
Net revenue Gross revenue Net revenue is calculated as Gross
revenue less the concessionnaires'
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 Administrative Divisional Adjusted operating expenses
operating expenses expenses of the are Operating costs stated before
Media and Market Corporate costs, depreciation, amortisation,
segments (see share-based payments, exceptional
note 4) items and profit/ (loss) on the
disposal of fixed assets.
------------------- ----------------------------------------------
Divisional adjusted Operating profit Divisional Adjusted EBITDA is Adjusted
EBITDA of the Media and EBITDA of the Media or Market segment
Market segments stated before corporate costs.
(see note 4)
------------------- ----------------------------------------------
Corporate costs Operating loss Corporate costs are Administrative
of the Corporate expenses of the Corporate Cost segment
costs segments stated before interest, taxation,
(see note 4) depreciation, amortisation, share-based
payments, exceptional items and
profit/(loss) on the disposal of
fixed assets.
------------------- ----------------------------------------------
Adjusted operating Administrative Administrative expenses of the Market
expenditure expenses of the segment before Market central costs.
(trading) Market segment
(see note 4)
------------------- ----------------------------------------------
Trading EBITDA Operating profit Trading EBITDA represents the Adjusted
of the Market EBITDA from owned and operated markets,
segment (see note Management Agreement fees, and the
4) development fees relating to Management
Agreements. It is presented before
central costs of the Market business.
------------------- ----------------------------------------------
Adjusted net Net debt Adjusted net debt is cash less borrowings
debt and excludes any finance lease liability
recognised under IFRS 16.
------------------- ----------------------------------------------
Global monthly brand audience is the estimated monthly average
in the period 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.
Alternative Performance Measures
Adjusted EBITDA
Year ended 30 June 2023
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross 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 (48,495) (26,084) (4,804) (79,383)
----------------------------------- --------- ---------
Operating loss (12,960) 270 (4,804) (17,494)
Operating loss (12,960) 270 (4,804) (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)/ gain (4,540) 1,989 (3,864) (6,415)
Share-based payments - - 1,701 1,701
Exceptional items 8,851 1,103 75 10,029
Adjusted EBITDA profit/ (loss) 4,311 3,092 (2,088) 5,315
--------- --------- ----------
Finance income 167
Finance costs (7,664)
---------
Loss before income tax (24,991)
Income tax (1,132)
Loss for the year (26,123)
---------
Adjusted EBITDA
Year ended 30 June 2022
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross revenue 46,454 26,479 - 72,933
Concessionaire share (17,530) - - (17,530)
----------------------------------- --------- --------- ---------- ---------
Net revenue 28,924 26,479 - 55,403
----------------------------------- --------- --------- ---------- ---------
Gross profit 24,081 20,502 - 44,583
Administrative expenses (29,921) (22,728) (6,075) (58,724)
----------------------------------- --------- ---------
Operating loss (5,840) (2,226) (6,075) (14,141)
Operating loss (5,840) (2,226) (6,075) (14,141)
Amortisation of intangible assets 14 2,526 - 2,540
Depreciation of property, plant
and equipment 6,425 150 - 6,575
Depreciation of right-of-use
assets 2,017 48 - 2,065
Loss on disposal of fixed assets - 47 - 47
----------------------------------- --------- --------- ---------- ---------
EBITDA (loss)/ gain 2,616 545 (6,075) (2,914)
Share-based payments - - 1,817 1,817
Exceptional items (391) 1,159 1,548 2,316
Adjusted EBITDA profit/(loss) 2,225 1,704 (2,710) 1,219
--------- --------- ----------
Finance income 8
Finance costs (5,329)
---------
Loss before income tax (19,462)
Income tax credit (97)
Loss for the period (19,559)
---------
Alternative Performance Measures
Adjusted net debt
30 June 30 June 2022
2023
--------- -------------
GBP'000 GBP'000
Cash and cash equivalents 5,094 4,849
Borrowings (29,883) (21,978)
--------- -------------
Adjusted net debt (24,789) (17,129)
IFRS 16 Lease liabilities (24,863) (27,420)
--------- -------------
Net debt (49,652) (44,549)
--------- -------------
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END
FR XDLLBXFLXFBX
(END) Dow Jones Newswires
November 08, 2023 02:00 ET (07:00 GMT)
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