Half-year Report

RNS Number : 7707R

Time Out Group plc

26 September 2017

 

26 September 2017

Time Out Group plc

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

Unaudited Half Year Results for the six months ended 30 June 2017

Progress continues in first half

Time Out Group plc (AIM: TMO), the global media and entertainment business, is pleased to announce its unaudited half year results for the six months ended 30 June 2017.

Financial highlights

●    Group revenue increased by 13% to £18.7m (2016: £16.6m*)

●    Digital revenue growth of 25% including e-commerce up 51%, Premium Profiles (business listings) up 55% and digital advertising up 8%

●    Time Out Market in Lisbon reported revenue growth of 59% and record 1.7 million visitors (2016: 1.3 million)

●    Adjusted EBITDA** loss increased by £4.6m to £9.4m (2016: £4.8m*) as expected

●    Operating loss for the period was £15.6m (2016: £7.3m) reflecting continued investment in Time Out Digital

●    Closing net cash position of £30.9m

●    With progress in all key development areas, the Group continues to trade in line with full year expectations

Operational highlights

●    Footprint - expansion of global network of owned and operated businesses through acquisition of Australia and addition, at no cost, of the Hong Kong licensing partner during the period; acquisition of Spain and addition of Singapore and Seoul post period end

●    Audience - global monthly audience reach increased 77% to 242 million driven by the publication of increased Facebook video content

●    E-commerce - investment in e-commerce platform, increased bookable content and expansion of product categories to drive growth, with a particular focus on the travel offering

●    Time Out Market - Miami is set to open in 2018. A lease agreement is close to completion in second major US city and the Group continues to consider new global locations

●    Time Out Digital organisational review - key senior management appointments and staff realigned globally

Commenting on the results, Julio Bruno, CEO of Time Out Group plc, said:

"We have seen good progress across Time Out Group's two business divisions and its key strategic areas during the period. Time Out Digital continues to deliver significant revenue growth, driven by e-commerce and Premium Profiles (business listings) and was the focus of on-going investment. Time Out Market's success continues with its first market in Lisbon generating £2.6 million of revenue in the first half, proving the strength of the format."

"Our growing global network of owned and operated businesses and investment in our platform and product offering provide further growth and monetisation opportunities as we continue to inspire millions of people to make the very best of cities around the world. Time Out now is the only true global marketplace for city life."

"Looking forward, trading remains in-line with our expectations for the full year. As in previous years, revenue will be weighted to the second half and our operating leverage, combined with the global realignment of Time Out Digital and the continued success of Time Out Market, is expected to substantially improve our operating margin."

* comparables presented on a pro forma basis to include a full six month contribution of Time Out Market, which was acquired by the Group on 14 June 2016. Reported results reflect contribution of Time Out Market from acquisition date

** profit or loss before interest, taxation, depreciation, amortisation, share based payments and one-off exceptional items

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) no 596/2014.

For further information, please contact:
Time Out Group plc	Tel: [phone]
Julio Bruno, CEO
Richard Boult, CFO
Steven Tredget, Investor Relations Director
Liberum Capital Limited (Nominated Adviser and Broker)	Tel: [phone]
Steve Pearce / Jill Li
FTI Consulting LLP	Tel: [phone]
Edward Bridges / Stephanie Ellis / Emma Appleton / Frances Elworthy

Notes to editors

About Time Out Group plc

Time Out is a multi-platform media and e-commerce business with a global content distribution network comprising magazines, online, mobile apps, mobile web and physical presence via Live Events and Time Out Market.  Using these platforms and its well-established global brand, Time Out seeks to inspire and enable people to experience the best of a city, through curated content around food, drink, music, theatre, art, travel and entertainment. Time Out, listed on AIM and headquartered in the United Kingdom, has a presence in 108 cities and 39 countries with an average monthly global digital audience reach of 242 million.

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 Statement

Overview

Time Out Group comprises two divisions; Time Out Digital and Time Out Market. Time Out Digital is a multi-platform media, entertainment and e-commerce business with a global content distribution network comprising online, mobile apps, mobile web, social channels, magazines, Live Events and international licensing agreements. Time Out Market leverages the Time Out brand to bring together a city's best restaurants, bars and cultural experiences under one roof. Time Out Market currently operates in Lisbon and has a pipeline of global locations.

Operational review

The following operating KPIs are used by the Group to assess its performance against these objectives.

Operating KPIs

	Six months ended 30 June 2017		Six months ended 30 June 2016
Audience and Traffic:
Global audience reach - monthly average	242.3m		136.6m
O&O† Audience - monthly average	171.4m		68.8m
O&O† Unique visitors - monthly average	16.7m		16.2m
E-commerce:
Transacting customers (rolling 12 months)	191k		177k
Transactions	168k		160k
Premium Profiles:
Active listers	1,190		557
Time Out Market:
Total tenant turnover	£12.8m		£7.7m*

*Proforma results including full six months trading for Time Out Market. Total tenant turnover is revenue earned by restaurants in the Time Out Market. Time Out's revenue includes a percentage fee earned on this turnover.

†O&O is the Time Out 'owned and operated' business operations; global audience reach includes market visitors, website traffic, social media reach and magazine readership for both 'owned and operated' as well as international licensing networks. 'Monthly average' calculated as a rolling six month average.

Audience development

During the full six month period, the Group achieved a global monthly average audience reach of 242.3 million, growing 77% YoY. This was driven by social media reach and in particular video on Time Out's Facebook channels, with many examples generating several million views. As throughout its history, Time Out continues to participate in emerging audience channels, which will in turn drive new advertising and commerce opportunities.

The audience in the Group's owned and operated (O&O) cities grew by 149% YoY. Average website traffic (uniques) for the period increased by 3% and reach on social media grew by 123% YoY. The proportion of visits through mobile and tablet devices now exceeds 66%.

In the first half of 2017, Time Out continued to expand its presence globally through new channels. Time Out Portugal launched the Time Out Porto website in addition to its existing popular social media channels and print. In Hong Kong, Philadelphia, San Francisco and Austin, Time Out magazines were launched to complement the Company's websites, mobile and social channels to drive print brand awareness and audience engagement. These launches provide additional value to advertisers who can connect across multiple touch points with Time Out's audience. To further drive audience penetration, in July Time Out launched daily 'best of the city' briefings on Amazon Alexa - the first daily briefings about the three best things to do in NYC, LA, Chicago and London, curated and hand-picked every day by Time Out's local, city-based editors.

Business performance

The Group's revenue performance is as follows:

		Six months ended 30 June 2017		Six months ended 30 June 2016*		Change
		£'000		£'000
Digital advertising		4,445		4,113		8%
Premium Profiles		981		634		55%
E-commerce		3,072		2,028		51%
Digital revenue		8,498		6,775		25%
Print		7,022		7,223		(3)%
International		621		994		(38)%
Time Out Digital		16,141		14,992		8%
Time Out Market*		2,554		1,609		59%
Group Revenue		18,695		16,601		13%
Gross Profit		9,873		10,178		(3)%
Operating expenditure		(19,238)		(15,023)		(28)%
Adjusted EBITDA		(9,365)		(4,845)		(93)%

*Proforma results adjusted to include a full six months of trading from Time Out Market in 2016

Time Out Digital

Organisational review

During the period, the Time Out Digital division reorganised its staff resources and skillsets against the objectives of its evolving business and a global strategy. Senior internal and external appointments were made not only of the Digital CEO (Christine Petersen) but also to the roles of Global Editor-in-Chief, Chief Revenue Officer, MD E-commerce and Chief Technology Officer. The reporting lines are now organised functionally and globally rather than nationally, which has allowed a higher level of coordination, the sharing of best practice, content collaboration, the closer alignment of product development across the offices and has reduced the cost base.

Digital and print advertising

Digital advertising revenue grew 8% YoY and was flat on a constant currency basis. Overall Group print advertising decreased 3% YoY, outperforming industry averages, indicating the strength of the Time Out brand and value of the Time Out audience. Within print, UK revenue was flat YoY, Portugal showed encouraging growth, while in US revenue declined in local currency in difficult trading conditions.

The restructuring of the Time Out Digital business in the period has allowed for a better deployment of resources and as a consequence advertising is now managed on a global basis. The Group's international advertising opportunity will grow further in H2 as website reformatting increases the available advertising estate and the Company continues to develop a video offering, which is currently at an early stage.

Local businesses: Premium Profiles

Revenue from Premium Profiles grew by 55% and the number of active listings increased by 114%. There were 1,190 active listings worldwide as of June 2017. Contributing to this growth was a further refinement of the offer, providing solutions that better suit customer type and size. The Group continues to further develop the value proposition.

E-commerce

E-commerce revenue grew 51% on prior year. This was driven by strong revenue growth of 61% YoY from affiliate partner sales largely in the UK and US and especially in the travel category, providing the Group with higher average booking values and margins.  Overall number of transactions increased by 5% YoY and 17% on H2 2016. Revenue per transaction grew to £18.3 vs. £12.7 YoY aided by the addition of higher revenue items such as hotels and Live Events.

The reorganisation of Time Out Digital has brought key experienced senior management and increased e-commerce transactional skills into the team. Ahead of these appointments, there was a reduction in planned marketing spend. Whilst this will initially result in a delay to shopper acquisition, it will also result in a lower than planned cost of sales.

The Company continues to make positive progress in its strategy to develop travel and leisure e-commerce opportunities for an active audience with high purchasing intent. The Group is growing this segment, closely managing the return from traffic acquisition spend and the impact of website and partner technical developments. Progress achieved within the period:

·     The Group's e-commerce travel offering has been expanded through partnerships with Booking.com, HotelsCombined, AirBnB (September 2017) and Viator

·     Booking options continue to be added throughout the site. 32% of transactional content now has a book button, compared with 7% in June 2016

·     Integration of the checkout functionality from YPlan, acquired in October 2016, progressing

·     New cities included in the Group's owned and operated portfolio are starting to contribute revenue, either from those cities taken over from former licensing partners or through the opening of new cities principally in North America. Further expansion is expected as the opportunity exists to cost-effectively manage these rollouts

·     The Group's customer database has continued to grow and now contains 3.2 million contacts

·     Organic traffic to the Group's websites continues to grow, benefiting from the strength and attractiveness of Time Out's content. New content categories, including travel and e-commerce, are seeing growth; this content is being translated for existing cities into other languages to attract visits and bookings from new audiences.

Live Events continue to expand across cities in the US and particularly in the EU, with strong revenue growth, including both ticket sales and sponsorship income.

International

In addition to its owned and operated business operations in 76 cities across 20 countries (as of September 2017), the Group has a presence in a further 32 cities across 20 countries through its international licensing arrangements. Here rights are granted to third parties to publish print magazines and produce digital content under the Time Out brand, generating revenue through the payment of fees and royalties by third party licensees.

In the period to 30 June 2017, the franchisee in Australia was acquired and Hong Kong added, at no cost, to the Group, with the franchises in Spain acquired and Singapore and Seoul added, at no cost, in August 2017. This has led to a reduction in the fee income receivable from the franchisees.

Time Out Market

The performance of the market in Lisbon has again been excellent, and ahead of expectations, with a record 1.7 million visitors in the first half and top ratings on review sites, contributing to a 59% revenue growth YoY and strong levels of profitability under the leadership of Time Out Market CEO Didier Souillat.

The Group is on track to roll out Time Out Market globally:

·     Miami - Time Out Market Miami is expected to open in 2018

·     Porto - a final planning decision is expected this autumn and if successful the market will open in the second half of 2018

·     USA - a lease for a site in a second major US city is close to completion. As appropriate planning is already approved, it is expected that this market could open in the first half 2019

·     London - with the support of the landlord, the Company intends to appeal the declined planning permission in respect of the site in Spitalfields; if planning for the site is granted and runs to timetable it is expected that the site would open in late 2019 or early 2020; meanwhile the Group continues to explore other possible sites in London

·     The Group continues to consider proposals for new locations in other cities around the world

Financial performance

Time Out Market Limited was acquired by the Group on 14 June 2016 and therefore only 17 days of trading are included in the Reported figures for 2016. To aid comparison, comparables in this section when presented on a "proforma basis" include a full six month contribution from Time Out Market Limited.

Revenue

Group revenue for the first six months was £18.7m (2016: £16.6m, proforma basis) an increase of 13% primarily through organic growth and supported by acquisitions and favourable foreign exchange movement. Growth on a constant currency proforma basis was 7%.

Gross margin

The overall gross margin of the Group was 52.8% (2016: 61.3%, proforma basis) due to the increased investment in acquisition marketing to drive e-commerce to new verticals such as hotels which has offset the growth in revenue. The gross margin of the print operation has remained constant.

Operating expenditure

Group operating expenditure, before exceptional costs, share based payments, depreciation and amortisation, was £19.2m (2016: £15.0m, proforma basis). The increased investment in operations in the second half of 2016 continued into the first half of 2017 after the particularly low level of investment in the first half of 2016 prior to funds being available from the IPO.

Adjusted EBITDA

Adjusted EBITDA shown in the income statement represents the profit or loss before interest, taxation, depreciation, amortisation, share based payments and one-off exceptional items.

Adjusted EBITDA loss for the period was £9.4m (2016: £4.8m loss, proforma basis), an increase due to the substantial investment in operating resources and in cost of sales to develop the e-commerce segment.

For the six months to 30 June 2017, Time Out Market Lisbon had an adjusted EBITDA of £0.8m (2016: £0.5 million). After the costs of the central team, the Time Out Market division had an adjusted EBITDA loss of £0.2m (2016: £0.4 million). 

Group revenue is typically biased towards the second half and this additional income, combined with an improvement in operating margin in the second half as a result of the global realignment of the business described, above is expected to result in a lower level of losses in the second half of the year, versus the first half.

Costs in the second half were planned to be lower than in the first half after the realignment of the Time Out Digital division. However, with the addition of the newly opened cities and acquisitions of licensing partners costs, are now expected to remain broadly flat as the benefits of the reorganisation are offset by additional operating expenses.

Exceptional costs

One-off exceptional costs include £1.7m of costs relating to the realignment of the business and £0.3million of costs in respect of the acquisitions of the businesses in Australia and Spain, the remainder related to the revaluation of the put option granted by the Group to acquire the remaining minority interest in Time Out Market in Lisbon. One-off exceptional costs in 2016 included £0.9m of IPO advisory costs not directly related to the raising of equity finance, £0.4m of employee termination costs and £0.1m of legal fees related to acquisitions.

Operating loss

The operating loss for the period was £15.6m (2016: £7.3m, reported basis) including depreciation of £0.5m (2016: £0.2m) and amortisation of intangible assets of £2.2m (2016: £1.3m).

The amortisation of intangible assets included £1.1m (2016: £0.4m) relating to acquired intangible assets. Other intangible asset amortisation, primarily amortisation of software both acquired and internally developed, was £1.1m (2016: £0.9m).

Net finance costs

Net finance costs, mainly comprising interest on financing, decreased by £0.8m to £0.3m (2016: £1.1m). This is a result of a significant reduction in debt as a result of the IPO. Included within financing costs for 2017 is £0.2 million losses relating to the revaluation of currency accounts held in UK companies as sterling strengthened at the end of the period.

Foreign exchange

The revenues and costs of Group entities reporting in US dollars have been consolidated in these financial statements at an average exchange rate of $1.26 (2016: $1.43). The operations reporting in euros have been consolidated at a rate of €1.16 (2016: €1.28).

Associates

The Group has a 37.8% shareholding in Flypay, a mobile technology platform providing solutions for ordering and payment within the hospitality sector. The shareholding is accounted for as an associate and the Group's share of Flypay's loss for the period since acquisition is included as 'Share of associate's loss' in the income statement.

Cash flow

	First half				Full year
	2017		2016		2016
	£'000		£'000		£'000
Adjusted EBITDA	(9,365)		(4,386)		(10,231)
Movement in working capital	(1,772)		(1,721)		(2,484)
Cash used in operations	(11,137)		(6,107)		(12,715)
Exceptional cash flows	(2,088)		(1,561)		(3,242)
Capital expenditure	(2,475)		(987)		(3,497)
Operating cash flow	(15,700)		(8,655)		(19,454)
Net interest paid	(81)		(1,298)		(1,521)
Tax received	9		-		8
Free cash flow	(15,773)		(9,953)		(20,967)
Preference shares	-		4,000		4,000)
IPO fundraising	-		90,000		90,000
IPO costs	(2)		(4,339)		(5,281)
Line of credit movements	(379)		718		766
Fair value movements in debt	(71)		-		-
Finance lease movements	(29)		-		-
Acquisitions	(252)		(2,866)		(3,743)
Foreign exchange	(80)		(27)		(110)
Movement in net debt	(16,587)		77,533		64,665

Operating cash flow

The cash used in operations before exceptional costs was £11.1m (2016: £6.1m) which included a net working capital outflow of £1.8m (2016:  £1.7m). Working capital as expected has expanded after the low point of year end as activity increases, an expansion that is expected to reverse in the second half. Capital expenditure of £2.5m (2016: £1.0m) includes Time Out Market start-up costs as well as capitalised staff costs for the teams working on the website and digital platforms.

Net cash at the period end was £30.9m (31 December 2016:  £60.4m) as follows:

	At 30 June 2017 £'000		At 30 June 2016 £'000		At 31 December 2016 £'000
Cash and cash equivalents	32,922		63,931		50,082
Borrowings	(2,025)		(3,579)		(2,598)
Net cash	30,897		60,352		47,484

Acquisitions and business combinations

The Group undertook one business combination in the period, acquiring the ordinary share capital of Print & Digital Publishing Pty Limited ("TO Australia") for shares. The acquisition was completed on 2 June 2017 and the amounts included in the balance sheets as at 30 June are management estimates of fair value.

Post balance sheet events

On 14 August 2017, the Group acquired the entire issued share capital of 80 Mes Publicacions, S.L., a Spanish company which previously was a franchisee of the Group.

Outlook

Trading is in line with the Board's expectations with revenue anticipated to be weighted towards the second half of the year in line with previous years, with an improvement in Group operating margin following the global realignment of the Time Out Digital business.

The Group remains excited by the continued implementation of its strategy to roll out Time Out Market; it has a well-developed pipeline, and continues to explore additional sites globally. In Time Out Digital, we anticipate that the strategic investment in and re-alignment of the business will provide further opportunities to drive growth in this division in a cost effective and efficient manner.

Julio Bruno

Group Chief Executive

26 September 2017

Consolidated Income statement

Six months ended 30 June 2017

			Unaudited		Unaudited		Audited
	Note		Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
			£'000		£'000		£'000
Revenue	4		18,695		15,139		35,736
Cost of sales	4		(8,822)		(6,340)		(14,707)
Gross profit			9,873		8,799		21,029
Administrative expenses			(25,429)		(16,107)		(38,882)
Operating loss			(15,556)		(7,308)		(17,853)
Analysed as
Adjusted EBITDA loss			(9,365)		(4,386)		(10,231)
Share based payments			(888)		(81)		(1,064)
Exceptional items	5		(2,605)		(1,406)		(2,728)
EBITDA loss			(12,858)		(5,873)		(14,023)
Depreciation of property, plant and equipment	10		(537)		(178)		(710)
Amortisation of intangible assets	10		(2,161)		(1,257)		(3,120)
Operating loss			(15,556)		(7,308)		(17,853)
Finance income	6		89		209		389
Finance costs	6		(405)		(1,301)		(1,531)
Share of associate's loss			(416)		(52)		152
Loss before income tax	4		(16,288)		(8,452)		(18,843)
Income tax credit	7		262		69		203
Loss for the period			(16,026)		(8,383)		(18,640)
Loss for the period attributable to:
Owners of the parent			(15,643)		(8,387)		(18,462)
Non-controlling interests			(383)		4		(178)
			(16,026)		(8,383)		(18,640)
Loss per share:
Basic and diluted loss per share (p)	8		11.9		13.0		18.9
All amounts relate to continuing operations

Consolidated Statement of Income and Other Comprehensive Income

			Unaudited		Unaudited		Audited
			Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
			£'000		£'000		£'000
Loss for the period			(16,026)		(8,383)		(18,640)
Other comprehensive income:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences			(1,320)		3,201		7,087
Other comprehensive income for the period, net of tax			(1,320)		3,201		7,087
Total comprehensive expense for the period			(17,346)		(5,182)		(11,553)
Total comprehensive expense for the period attributable to:
Owners of the parent			(16,957)		(5,179)		(11,368)
Non-controlling interests			(389)		(3)		(185)
			(17,346)		(5,182)		(11,553)

Consolidated Statement of Financial Position

At 30 June 2017

			Unaudited		Unaudited		Audited
	Note		Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
			£'000		£'000		£'000
Assets
Non-current assets
Property, plant and equipment	10		8,552		6,440		7,982
Intangible assets - Goodwill	10		50,485		48,061		49,230
Intangible assets - Other	10		19,640		14,503		20,367
Investment in associate			6,737		6,948		7,153
Trade and other receivables			-		-		550
			85,414		75,952		85,282
Current assets
Inventories			272		164		241
Trade and other receivables			13,330		12,363		11,987
Cash and cash equivalents			32,922		63,931		50,082
			46,524		76,458		62,310
Total assets			131,938		152,410		147,592
Liabilities
Current liabilities
Trade and other payables			(16,799)		(19,520)		(17,643)
Provisions	11		(86)		-		(186)
Borrowings	12		(833)		-		(1,083)
			(17,718)		(19,520)		(18,912)
Non-current liabilities
Trade and other payables			(2,404)		(1,691)		(1,905)
Provisions	11		-		-		(149)
Deferred tax liability			(2,610)		(1,603)		(2,849)
Borrowings	12		(1,192)		(3,579)		(1,515)
			(6,206)		(6,873)		(6,418)
Total liabilities			(23,924)		(26,393)		(25,330)
Net assets			108,014		126,017		122,262
Equity
Called up share capital	15		133		130		131
Share premium			105,278		101,449		103,071
Translation reserve			7,852		5,280		9,166
Capital redemption reserve			1,105		1,105		1,105
Retained earnings / (losses)			(5,730)		18,270		9,025
Total parent shareholders' equity			108,638		126,234		122,498
Non-controlling interest			(624)		(217)		(236)
Total equity			108,014		126,017		122,262

Consolidated Statement of Changes in Equity

	Called up share capital	Share premium	Translation reserve	Capital redemption reserve	Retained earnings/ (losses)	Total equity	Non-controlling interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2016	957	77,427	2,072	-	(54,311)	26,145	-	26,145
Changes in equity
Loss for the period	-	-	-	-	(8,387)	(8,387)	4	(8,383)
Other comprehensive income	-	-	3,208	-	-	3,208	(7)	3,201
Total comprehensive income	-	-	3,208	-	(8,387)	(5,179)	(3)	(5,182)
Share based payments	-	-	-	-	81	81	-	81
Pre-IPO issue of preference shares	40	3,960	-	-	-	4,000	-	4,000
Ordinary bonus shares issued	95	(95)	-	-	-	-	-	-
Share capital reduction	-	(80,887)	-	-	80,887	-	-	-
Preference bonus shares issued	72	(72)	-	-	-	-	-	-
Share capital reorganisation	(1,105)	-	-	1,105	-	-	-	-
Issue of shares for acquisition	11	16,509	-	-	-	16,520	-	16,520
Non-controlling interest acquired ("NCI")	-	-	-	-	-	-	(214)	(214)
IPO issue of share capital	60	89,940	-	-	-	90,000	-	90,000
Costs associated with IPO	-	(5,333)	-	-	-	(5,333)	-	(5,333)
Balance at 30 June 2016	130	101,449	5,280	1,105	18,270	126,234	(217)	126,017
Changes in equity
Loss for the period	-	-	-	-	(10,075)	(10,075)	(182)	(10,257)
Other comprehensive income	-	-	3,886	-	-	3,886	-	3,886
Total comprehensive income	-	-	3,886	-	(10,075)	(6,189)	(182)	(6,371)
Share based payments	-	-	-	-	983	983	-	983
Issue of shares for acquisition	1	1,588	-	-	-	1,589	-	1,589
Costs associated with IPO	-	34	-	-	-	34	-	34
Non-controlling interest acquired ("NCI")	-	-	-	-	-	-	(18)	(18)
Goodwill attributed to NCI	-	-	-	-	-	-	28	28
Acquisition of minority interest	-	-	-	-	(153)	(153)	153	-
Balance at 31 December 2016	131	103,071	9,166	1,105	9,025	122,498	(236)	122,262
Changes in equity
Loss for the period	-	-	-	-	(15,643)	(15,643)	(383)	(16,026)
Other comprehensive income	-	-	(1,314)	-	-	(1,314)	(6)	(1,320)
Total comprehensive income	-	-	(1,314)	-	(15,643)	(16,957)	(389)	(17,346)
Share based payments	-	-	-	-	888	888	-	888
Acquisition of minority interest	-	-	-	-	-	-	1	1
Issue of shares for acquisition	2	2,207	-	-	-	2,209	-	2,209
Preference bonus shares issued	-	-	-	-	-	-	-	-
Share capital reorganisation	-	-	-	-	-	-	-	-
IPO issue of share capital	-	-	-	-	-	-	-	-
Costs associated with IPO	-	-	-	-	-	-	-	-
Balance at 30 June 2017	133	105,278	7,852	1,105	(5,730)	108,638	(624)	108,014

Consolidated Statement of Cash Flows

			Unaudited		Unaudited		Audited
	Note		Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
			£'000		£'000		£'000
Cash flows from operating activities
Cash used in operations	13		(13,101)		(7,668)		(15,965)
Interest paid			(126)		(91)		(316)
Tax credits received			9		-		8
Net cash used in operating activities			(13,218)		(7,759)		(16,273)
Cash flows from investing activities
Purchase of property, plant and equipment			(1,040)		(312)		(1,641)
Purchase of intangible assets			(1,435)		(675)		(1,856)
Interest received			45		2		4
Pre-acquisition funding to Time Out Market			-		-		(150)
Acquisition of subsidiaries, net of cash acquired	9		37		542		1,222
Net cash used in investing activities			(2,393)		(443)		(2,421)
Cash flows from financing activities
Proceeds of preference share issue			-		4,000		4,000
Proceeds from IPO			-		90,000		90,000
Costs related to share issues			(2)		(4,339)		(5,281)
Advance / (repayment) of new borrowings			(379)		2,718		2,766
Repayment of borrowings			(750)		(24,882)		(25,999)
Repayment of finance leases			(29)		-		(26)
Acquisition of minority interests			(196)		-		(1,408)
Net cash from financing activities			(1,356)		67,497		64,052
(Decrease)/Increase in cash and cash equivalents			(16,967)		59,295		45,358
Cash and cash equivalents at beginning of period			50,082		4,282		4,282
Effect of foreign exchange rate change			(193)		354		442
Cash and cash equivalents at end of period			32,922		63,931		50,082

1. Basis of preparation

The unaudited interim consolidated financial information for the six months ended 30 June 2017 has been prepared following the recognition and measurement principles of IFRS as adopted by the European Union and in accordance with International Accounting Standard 34 Interim Financial Reporting ('IAS 34').  The interim consolidated financial information does not include all the information and disclosures required in the annual financial information, and should be read in conjunction with the audited statutory financial statements for the year ended 31 December 2016.

The condensed interim financial information contained in this interim statement does not constitute financial statements as defined by section 434(3) of the Companies Act 2006.  The condensed interim financial information has not been audited.  The financial information for the year ended 31 December 2016 is derived from the audited financial statements for the year ended 31 December 2016, which were unqualified and did not contain any statement under section 498(2) or 498(3) of the Companies Act 2006.  Statutory accounts for Time Out Group plc for the year ended 31 December 2016 have been delivered to the Registrar of Companies.  The comparative financial information for the period ended 30 June 2016 does not constitute statutory accounts for that period.

The condensed interim financial information for the six-month period has been prepared on a going concern basis.  The statements were approved by the Board on 26 September 2017.

2. Accounting policies

There have been no significant new standards made effective from 1 January 2017, therefore 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:

	Six months ended 30 June 2017			Six months ended 30 June 2016			Year ended 31 December 2016
	Closing rate	Average rate		Closing rate	Average rate		Closing rate	Average rate
US dollar	1.30	1.26		1.34	1.43		1.23	1.36
Euro	1.14	1.16		1.21	1.28		1.17	1.22
Hong Kong dollar	10.15	9.95		-	-		-	-
Australian dollar	1.69	1.69		-	-		-	-

4. Segmental information

In accordance with IFRS 8, the Group's operating segments are based on the figures reviewed by the Board of Directors, which represents the chief operating decision maker.  The Group is organised into four operating activities:

-      Print - sale of print advertising and publications;

-      Digital - sale of digital advertising (including premium profiles) and e-commerce commissions generated by online bookings and transactions;

-      International - fees and royalties from third party licensees for the rights to publish print magazines and produce website content under the Time Out brand;

-      Market - predominantly turnover related rent from restaurants in the market and charges for services.

Six months ended 30 June 2017
	Print		Digital		International		Market		Total
	£'000		£'000		£'000		£'000		£'000
Revenue	7,022		8,498		621		2,554		18,695
Cost of sales	(4,562)		(3,866)		(22)		(372)		(8,822)
Gross profit	2,460		4,632		599		2,182		9,873
Administrative expenses									(25,429)
Operating loss									(15,556)
Finance income									89
Finance costs									(405)
Share of associate's loss									(416)
Loss before income tax									(16,288)
Income tax credit									262
Loss for the period									(16,026)
Six months ended 30 June 2016
	Print		Digital		International		Markets		Total
	£'000		£'000		£'000		£'000		£'000
Revenue	7,223		6,775		994		147		15,139
Cost of sales	(4,693)		(1,613)		(18)		(16)		(6,340)
Gross profit	2,530		5,162		976		131		8,799
Administrative expenses									(16,107)
Operating loss									(7,308)
Finance income									209
Finance costs									(1,301)
Share of associate's loss									(52)
Loss before income tax									(8,452)
Income tax credit									69
Loss for the period									(8,383)
Year ended 31 December 2016
	Print		Digital		International		Markets		Total
	£'000		£'000		£'000		£'000		£'000
Revenue	15,238		16,316		1,880		2,302		35,736
Cost of sales	(9,966)		(4,488)		(30)		(223)		(14,707)
Gross profit	5,272		11,828		1,850		2,079		21,029
Administrative expenses									(38,882)
Operating loss									(17,853)
Finance income									389
Finance costs									(1,531)
Share of associate's loss									152
Loss before income tax									(18,843)
Income tax credit									203
Loss for the year									(18,640)

Revenue is analysed geographically by origin as follows:

	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Europe	11,277		8,614		20,289
Americas	6,536		5,531		13,567
Rest of World	882		994		1,880
	18,695		15,139		35,736

5. Exceptional items

Exceptional items are analysed as follows:

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Restructuring costs	1,683		430		1,261
Fees relating to acquisitions in the year	326		41		514
Advisory fees in relation to the IPO	-		935		953
Fair value loss on deferred consideration	596		-		-
	2,605		1,406		2,728

The 2017 restructuring costs include employee termination costs incurred to as part of a plan to shift the business to a global model.   The acquisition fees are costs associated with the acquisition of subsidiaries and associates in the period and also include a partial release of the provision made in 2016 for an onerous lease.  The fair value loss relates to a minority interest held in Time Out Market.

The 2016 restructuring costs include employee termination costs of £847k incurred to compensate members of senior management for loss of office and to reflect the Group organisation structure required as a listed entity.  Restructuring costs also include a provision for an onerous lease of £371k relating to the office space previously occupied by the YPlan staff as well as associated legal and agent fees of £43k.

6. Finance income and costs

Finance income

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Bank interest receivable	45		2		4
Interest on sponsorship contracts	44		-		6
Foreign exchange gain on financing items	-		207		379
	89		209		389

Finance costs

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Interest on line of credit	111		93		241
Interest on finance leases	1		-		2
Interest on loan stock and notes	-		377		377
Interest on senior and mezzanine debt	-		778		778
Interest on sponsorship loans	58		-		45
Interest on bank loans	14		-		35
Interest on concession	51		-		-
Interest on short-term debt	0		53		53
Foreign exchange loss on financing items	170		-		-
	405		1,301		1,531

7. Taxation

The taxation credit for the six months ended 30 June 2017 comprises £238k of deferred tax related to the acquisition of intangible assets in the US and Europe (30 June 2016: £67k; 31 December 2016: £246k) and £24k of current tax (30 June 2016: £2k; 31 December 2016: £42k tax charge).

8.  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 period.

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, therefore diluted loss per share is equal to basic loss per share.

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	Number		Number		Number
Weighted average number of ordinary shares for the purpose of basic and diluted loss per share	131,404,208		64,494,846		97,768,759
	£'000		£'000		£'000
Losses from continuing operations for the purpose of loss per share	15,643		8,387		18,462
	Pence		Pence		Pence
Basic and diluted loss per share	11.9		13.0		18.9

A deferred issue of ordinary shares with a fixed value of up to £782k relating to the acquisition of YPlan is payable in October 2017 subject to no warranty claims being made under the sale and purchase agreement.  Shares issued as deferred consideration will be calculated with reference to prevailing share price.

9.  Business combinations

a) 2016 acquisition of Hall Street (prior year)

On 1 March 2016, the Group acquired the trade and assets of Hall Street Barcelona, SL, a Spanish-based e-commerce business specialising in geo-mapping technology, for cash consideration of £294k and 211 ordinary shares of £1 each.

As a result of this acquisition, the Group will be able to integrate the geo-mapping technology into its existing platform, enabling it to increase functionality in the travel and leisure markets.

The provisional fair value of the assets and liabilities acquired was £4k of property, plant and equipment and £4k of other payables, resulting in goodwill recognised equal to the consideration paid of £294k.  The goodwill represents the value of the acquired assembled workforce and is not deductible for tax purposes.

b) 2016 acquisition of Time Out Market Limited (prior year)

On 14 June 2016, the Group acquired the entire issued preference share capital and an additional 76.6% of the total ordinary share capital of Time Out Market Limited.  The Group had previously acquired 8.5% of the ordinary share capital of the acquiree and hence now owns 85% of the voting equity interests. The Group issued 6,353,281 ordinary shares as consideration, with a total fair value of £9,530k.

Time Out Market Limited owned 75.1% of MC-Mercados da Capital, LDA, the operator of the Lisbon Time Out market.  As a result of the acquisition, the Group intends to expand the Time Out Market concept internationally while capitalising on synergies between the existing Time Out segments and the market concept which has already proved to be successful in Lisbon. Post-acquisition, Time Out Market has entered into agreements for locations in London, Miami and Porto pending planning permissions.

The following table summarises the consideration paid for the acquisition of Time Out Market Limited, the fair value of assets acquired, liabilities assumed and the non-controlling interest at the acquisition date. The goodwill arising from the acquisition is attributable to the team and plans to expand the concept internationally.

	£'000
Property, plant and equipment	5,113
Intangible assets - other	1,250
Intangible assets - customer relationships	3,275
Trade and other receivables	584
Cash and cash equivalents	836
Trade and other payables	(3,222)
Financial liability for option over non-controlling interest	(1,548)
Borrowings	(3,408)
Deferred tax liability	(819)
Non-controlling interest in subsidiary	203
Net assets acquired	2,264
Non-controlling interest in Time Out Markets	29
Goodwill	7,237
Consideration paid	9,530

Acquired intangible assets comprise of a concession granted by the Municipality of Lisbon to occupy and fully operate an area within the Mercado da Ribeira in Lisbon as well as existing customer relationships net of the associated deferred tax liability.

The non-controlling interest, representing shares held by third parties in respect of the Lisbon business and a management shareholding in Time Out Market, is measured using the proportionate share method. On 6 July 2016, Time Out Market Limited acquired a further 20.2% shareholding in MC-Mercados da Capital, LDA, the operator of the Lisbon Time Out Market, in cash taking their direct shareholding to 95.3% and the Group's indirect shareholding to 81%.  Cash consideration of £1.4m was paid. In March 2017, Time Out Market Limited acquired a further 1% shareholding in the same company for cash consideration of £195k.

The fair value of the previously held equity interest in the acquiree is equal to the original cost of £2, as a result there is no gain or loss recognised on the acquisition of the additional ordinary share capital.

c) 2016 acquisition of Yplan (prior year)

On 20 October 2016, the Group acquired 100% of the issued ordinary share capital of Leanworks Limited ("YPlan"), a London-based "mobile-first" events discovery and booking platform, in consideration for the issue of 1,166,644 Ordinary Shares valued at £1,625k based off of a share price of £1.393 (being the average middle market price for the 30 days prior to completion). It also acquired 100% of the issued ordinary share capital of YPlan Inc, a dormant US subsidiary.

As a result of this acquisition, the Group intended to continue the investment in the technology and product to grow e-commerce and expand its team of engineers. The acquisition is in line with this strategy as it will provide the Group with an advanced e-commerce platform which will accelerate and scale its existing e-commerce business. The technology will further enable the Group to manage transactions between consumers and businesses in-house, improving the user experience. The acquisition also brought a talented product development and technology team, with the specific know-how to drive bookings and optimise the conversion rate of Time Out's audience.

A further issuance of ordinary shares with a fixed value of up to £782k relating to the acquisition is payable in October 2017 subject to no warranty claims being made under the sale and purchase agreement.  Shares issued as deferred consideration will be calculated with reference to prevailing share price.

The final fair value of assets and liability acquired in the acquisition is as follows:

	£'000
Intangible assets - e-commerce platform	2,227
Property, plant and equipment	47
Trade and other receivables	614
Cash and cash equivalents	681
Trade and other payables	(1,409)
Deferred tax liability	(401)
Net assets acquired	1,759
Goodwill	648
Consideration paid	1,625
Deferred consideration	782
Total consideration	2,407

The intangible asset shown is the internally generated platform. Goodwill is considered to be represented by the assembled workforce.

d) 2017 acquisition of TO Australia

On 2 June 2017, the Group acquired 100% of the issued ordinary share capital of Print & Digital Publishing Pty Limited ("TO Australia"), a company which was an existing franchisee of the Group, for the issue of 1,656,930 Ordinary Shares valued at £2,212k based on a share price of £1.335.

As a result of this acquisition, the Group continues its global expansion program, allowing further growth and monetisation opportunities across e-commerce, advertising and Premium Profiles. The company already has considerable brand awareness in the Sydney, Melbourne, Perth, Adelaide and Brisbane markets with a well-established digital portfolio.

The amounts recognised in the financial statements have been determined provisionally. The provisional fair value of the assets and liabilities acquired are as follows:

	£'000
Property, plant and equipment	8
Trade and other receivables	201
Cash and cash equivalents	37
Trade and other payables	(485)
Net liabilities acquired	(239)
Consideration paid	2,212
Total consideration	2,212
Goodwill	2,451

Revenue of £277k and operating profit of £66k since the acquisition date have been included in the consolidated income statement.  If the business combination had occurred at the beginning of the year the revenue contribution to the Group for the year would have been £1,434k and the operating loss contribution to the Group for the year would have been £222k.

10.  Goodwill, Intangible assets and Property, plant and equipment

		Goodwill		Other intangible assets		Property, plant and equipment		Total
		£'000		£'000		£'000		£'000
Net book value at 1 January 2016		35,525		12,720		867		49,112
Acquisitions		9,956		1,250		5,117		16,323
Additions		-		675		312		987
Finalisation of prior year acquisition fair values		(165)		201				36
Exchange differences		2,745		914		322		3,981
Depreciation of property, plant and equipment		-		-		(178)		(178)
Amortisation of intangible assets		-		(1,257)		-		(1,257)
Net book value at 30 June 2016		48,061		14,503		6,440		69,004
Acquisitions		648		5,502		48		6,198
Additions		-		1,181		1,906		3,087
Finalisation of prior year acquisition fair values		(2,423)		-		-		(2,423)
Disposals		-		(8)		(8)		(16)
Exchange differences		2,944		1,052		128		4,124
Depreciation of property, plant and equipment		-		-		(532)		(532)
Amortisation of intangible assets		-		(1,863)		-		(1,863)
Net book value at 31 December 2016		49,230		20,367		7,982		77,579
Acquisitions		2,451		-		8		2,459
Additions		-		1,435		1,040		2,475
Disposals		-		-		(50)		(50)
Exchange differences		(1,196)		(1)		109		(1,088)
Depreciation of property, plant and equipment		-		-		(537)		(537)
Amortisation of intangible assets		-		(2,161)		-		(2,161)
Net book value at 30 June 2017		50,485		19,640		8,552		78,677

Acquired goodwill and property, plant and equipment in the six months ended 30 June 2017 relate to the acquisition of Time Out Australia.

11.  Provisions

	£'000
At 1 January 2016 and 30 June 2016	-
Charged to the Income Statement	516
Used during the year	(37)
Unused amounts reversed	(144)
At 31 December 2016	335
Charged to the Income Statement	-
Used during the year	(143)
Unused amounts reversed	(106)
At 30 June 2017	86
Analysis of total provisions:
Current	86
Non-current	-
	86

The provision relates to an onerous lease contract on the office previously occupied by the YPlan company which was acquired in October 2016. The lease expires in mid-July 2018.

After the period, but before the HY announcement, a sublease for the remaining lease was signed so a portion of the provision was released.

12. Borrowings

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Current:
Financing of Time Out Market	833		-		1,083
	833		-		1,083
Non-current:
Financing of Time Out Market	1,192		3,579		1,515
	1,192		3,579		1,515

Financing of Time Out Market

The Time Out Market financing comprises of loans from major suppliers under exclusivity contracts and financing provided by a local Urban Development Fund as part of the Joint European Support for Sustainable Investment in City Areas "JESSICA" initiative. The JESSICA loan is charged at a rate of the six-month EURIBOR rate plus 1.75% and is repayable in instalments to 2024. During the period repayments for this loan were €100k and the ending balance was €1,500k (31 December 2016: €1,600k, 30 June 2016: €1,700k). The supplier loans are non-interest bearing, held at fair value, and are paid in monthly instalments with the last instalment due in November 2018. During the period repayments for this loan were €512k and the ending balance was €805k (31 December 2016: €1,295k, 30 June 2016: €1,813k). During the period, a €150k bank loan, charged at a rate of six-month EURIBOR plus 3.25%, was repaid.

13. Notes to the cash flow statement

Reconciliation of loss before income tax to cash used in operations

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
	£'000		£'000		£'000
Loss before income tax	(16,287)		(8,452)		(18,843)
Add back:
Net finance costs	315		1,092		1,142
Share based payments	888		81		1,064
Depreciation charges	537		178		710
Amortisation charges	2,161		1,257		3,120
Fair value loss / (gain) on investments	525		-		(730)
Loss on disposals of fixed assets	50		-		16
Non-cash movements	118		(49)		77
Share of associate's loss	416		52		577
Deferred consideration paid	(30)		(21)		-
Decrease/(increase) in inventories	(40)		34		(29)
Increase in trade and other receivables	(796)		(1,220)		(1,982)
Decrease in trade and other payables	(958)		(620)		(1,087)
Cash used in operations	(13,101)		(7,668)		(15,965)

14. Financial Instruments

Fair values

The table below illustrates the fair values of all financial assets and liabilities held by the Group.

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.  They are measured at amortised cost using the effective interest rate method and the carrying value in all cases approximates to the fair value.

The Group's financial liability for the option over the non-controlling interest of MC-Mercados da Capital, LDA and Time Out Market Porto is measured at fair value through profit or loss.  The initial recognition, as part of the acquisition of Time Out Market Limited, was at fair value and subsequent changes in fair value are charged to the Income Statement. Sponsorship loans held in MC - Mercados da Capital, LDA are also measured at fair value.

All other liabilities, including loans and trade and other payables are held at amortised cost.  After initial fair value recognition, these instruments are measured at amortised cost using the effective interest rate method.  The carrying value of these liabilities approximates to the fair value.

Classification of financial instruments	Loans and receivables	Available for sale assets	Liabilities measured at amortised cost	At fair value through profit or loss	Total
As at 30 June 2017	£'000	£'000	£'000	£'000	£'000
Assets
Cash and cash equivalents	32,922	-	-	-	32,922
Trade and other receivables	11,889	-	-	-	11,889
Other investments	-	-	-	-	-
	44,812	-	-	-	44,812
Liabilities
Financing of Time Out Market	-	-	(1,318)	(707)	(2,025)
Finance lease obligations	-	-	(131)	-	(131)
Trade and other payables	-	-	(16,207)	(731)	(16,938)
Provisions	-	-	(86)	-	(86)
	-	-	(17,742)	(1,438)	(19,181)

Classification of financial instruments	Loans and receivables	Available for sale assets	Liabilities measured at amortised cost	At fair value through profit or loss	Total
As at 30 June 2016	£'000	£'000	£'000	£'000	£'000
Assets
Cash and cash equivalents	63,931	-	-	-	63,931
Trade and other receivables	11,061	-	-	-	11,061
Other investments	-	-	-	-	-
	74,992	-	-	-	74,992
Liabilities
Financing of Time Out Market	-	-	(1,824)	(1,755)	(3,579)
Finance lease obligations	-	-	(74)	-	(74)
Trade and other payables	-	-	(16,926)	(1,626)	(18,552)
Provisions	-	-	-	-	-
	-	-	(18,824)	(3,381)	(22,206)

Classification of financial instruments	Loans and receivables	Available for sale assets	Liabilities measured at amortised cost	At fair value through profit or loss	Total
As at 31 December 2016	£'000	£'000	£'000	£'000	£'000
Assets
Cash and cash equivalents	50,082	-	-	-	50,082
Trade and other receivables	11,264	-	-	-	11,264
Other investments	-	-	-	-	-
	61,346	-	-	-	61,346
Liabilities
Financing of Time Out Market	-	-	(1,493)	(1,105)	(2,598)
Finance lease obligations	-	-	(121)	-	(121)
Trade and other payables	-	-	(16,862)	(307)	(17,169)
Provisions	-	-	(335)	-	(335)
	-	-	(18,809)	(1,412)	(20,223)

The Group assesses at each year end reporting date whether a financial asset or group of financial assets is impaired.

Liabilities
	Financing of TO Market	Deferred consideration	Total
Balance at 1 January 2016	-	-	-
Acquisition of TO Market	1,755	1,626	3,381
Balance at 30 June 2016	1,755	1,626	3,381
Deferred consideration paid	-	(1,322)	(1,322)
Debt repayments	(420)	-	(420)
Gains and losses recognised in profit or loss	(230)	2	(228)
Balance at 31 December 2016	1,105	307	1,412
Deferred consideration paid	-	(195)	(195)
Debt repayments	(440)	-	(440)
Gains and losses recognised in profit or loss	42	619	661
Balance at 30 June 2017	707	731	1,438
Financial liabilities measured at fair value through profit and loss	Level 1	Level 2	Level 3	Total
Financing of TO Market	-	-	731	731
Deferred consideration	-	-	707	707
	-	-	1,438	1,438

15. Share capital

		Unaudited		Unaudited		Audited
	Nominal value	Six months ended 30 June 2017		Six months ended 30 June 2016		Year ended 31 December 2016
		Number		Number		Number
New ordinary shares	£0.001	132,823,574		130,000,000		131,166,644
Aggregate amounts		132,823,574		130,000,000		131,166,644
		£'000		£'000		£'000
New ordinary shares	£0.001	133		130		131
Aggregate amounts		133		130		131

On 29 February 2016 4,000,000 Series 1 Preference shares of £0.01 each were allotted as fully paid at a subscription price of £1 per share.

Pre-IPO Reorganisation

On 23 May 2016, the Company undertook a bonus issue of £95k Ordinary shares which were paid up from the Company's share premium account.

On 27 May 2016, the Company undertook a capital reduction pursuant to sections 642 to 644 of the 2006 Companies Act, in order to create distributable reserves.

On 8 June 2016, the share capital of the Company was re-organised into a single class of shares as follows:

-      a bonus issue of 7,221,847 Series 1 Preference shares of £0.01 each to be paid up out of the Company's share premium account was made;

-      each of the Ordinary shares of £1.00 each were converted into 1,000 new Ordinary shares of £0.001 each and resdesignated as deferred shares and their rights varied accordingly;

-      each of the Series 1 preference shares of £0.01 each was subdivided into 10 new series 1 preference shares of £0.001 each, 948,317,722 of the series 1 preference shares of £0.001 each were converted into and redesignated as deferred shares and their rights varied accordingly;

-      each of the Series 2 preference shares of £0.01 each was subdivided into 10 new series 2 preference shares of £0.001 each, and each of the series 2 preference shares of £0.001 each were converted into and redesignated as deferred shares and their rights varied accordingly;

-      58,986,718 of the Series 1 preference shares of £0.001 each were converted into and redesignated as ordinary shares of £0.001 each and their rights varied accordingly.

IPO

On admission:

-      - the Company issued 6,353,281 Ordinary shares to Oakley Capital Investments Limited in consideration of the acquisition of Time Out Market Limited (see note 11);

-      - the Company issued 4,660,000 Ordinary shares to Oakley Capital Investments Limited in consideration of the acquisition of an additional 41.5% of the issued share capital of Flypay Limited (see note 15);

-      - the Company issued 60,000,000 Ordinary shares to investors.

Post-IPO

The Company issued 1,166,644 Ordinary shares to the owners of Leanworks Limited in consideration of the acquisition of YPlan (see note 11).

2017

The Company issued 1,656,930 Ordinary shares to the owners of Print & Digital Publishing Pty Limited ("Time Out Australia")

16. Related party transactions

The largest shareholders as of 30 June 2017 were Oakley Capital Private Equity LP which owned 34.15% and Oakley Capital Investment Limited which owned 23.67%.

The following transactions were carried out with related parties:

Other relating to Time Out Market Limited

Time Out Digital Limited had a debtor balance with Time Out Market Limited at the year end of £14,271k (31 December 2016: £5,251k, 30 June 2016: £nil) of which £11,852k (31 December 2016: £3,147k, 30 June 2016: £nil) related to funding. Included in the funding amount during the period is £195k used to buy back a portion of the minority interest in that company. The rest of the balance relates to transfer pricing charges and trading between companies.

Management share award

On 21 April 2017, Julio Bruno, Christine Petersen and Richard Boult were awarded share options under the Group's Long Term Incentive Plan, as detailed below:

Director		Exercise price (p)		Number of options awarded		Vesting dates
Julio Bruno		0.001		300,000		A quarter on each of the first, second, third and fourth anniversaries of the grant
Christine Petersen		135		850,000		A quarter on each of the first, second, third and fourth anniversaries of the grant
Christine Petersen		0.001		200,000		A quarter on each of the first, second, third and fourth anniversaries of the grant
Richard Boult		135		200,000		A quarter on each of the first, second, third and fourth anniversaries of the grant

There were further options granted in April 2017 to senior managers.

Other

The Group engages with Oakley Advisory, a subsidiary of Oakley Capital Investment Limited, on a consultancy basis and pays it a minimum fee of £60k per annum.

The Group spends roughly £150k per annum with Daisy Communications Limited for telephone and internet services. Matthew Riley, member of the board and Audit Committee and Remuneration Committee Chairman is a director of this company.

The issue of share capital to related parties is detailed in note 15.

17. Seasonality

The Group's activities are not subject to significant seasonal variation.

18. Post balance sheet events

On 14 August 2017, the Group acquired the entire issued share capital of 80 Mes Publicacions, S.L., a Spanish company which previously was a franchisee of the Group.  More information will be included in the Annual Report & Accounts.

 

END

 

 

IR LFFILAVIEFID