Half-year Report

RNS Number : 7062N

Time Out Group plc

26 September 2019

 

26 September 2019

Time Out Group plc

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

Unaudited Half Year Results for the six months ended 30 June 2019

Transformation accelerates with the successful opening of three new food & cultural markets

Time Out Group plc (AIM: TMO), the global media and leisure business, is pleased to announce its unaudited results for the six months ended 30 June 2019.

Financial highlights

·    Continued growth in Group net revenue⁽¹⁾: year-on-year growth of 10% to £24.7m (2018: £22.4m), driven by expansion of Time Out Market

·    Strong gross profit performance: growth of 25% which further benefitted from the continued delivery of material improvements in gross margin⁽²⁾ to 71% in H1 (2018: 63%)

·    Group adjusted EBITDA⁽³⁾: £4.5m loss (2018: £6.4m loss), a 29% year-on-year improvement despite a period of significant investment in Time Out Market cost base

·    Time Out Market momentum: 72% growth in net revenue to £6.6m (2018: £3.8m) driven by the continued success of Lisbon and the opening of Miami, New York and Boston markets in Q2

·    Time Out Media losses reduced: 2% revenue decline to £18.1m (2018: £18.5m), with the focus on higher margin activities and operational efficiencies driving a 51% improvement in adjusted EBITDA loss to £2.9m in H1 (2018: £5.8m loss)

·    Operating loss improvement: operating loss reduced to £8.6m (2018: £10.2m loss)

·    Adjusted net debt⁽⁴⁾: £34.4m at 30 June 2019, which includes available cash of £9.7m and debt of £44.1m. Reported net debt was £60.4m including £26.0m of IFRS 16 lease liabilities

·    Funding: £15.5m additional debt funding secured since year end

·    Outlook: H2 adjusted EBITDA expected to be positive at a Group level, with Time Out Market driving top line growth and Time Out Media profitability improving

Operational highlights

·    Time Out Market: substantial progress with existing and new markets

-   Lisbon continues to perform strongly with 6% growth in total transaction value (TTV⁽⁵⁾) to £17.7m (2018: £16.8m) and 46% growth in adjusted EBITDA to £2.4m (2018: £1.6m)

-   Miami, New York and Boston opened in Q2 with strong early trading

-   Chicago and Montreal on track to open in Q4 with complete chef line-ups

-   Dubai management agreement signed in the period (2020 opening), increasing the number of contracted sites to eleven, with a further pipeline of global locations under review

·    Time Out Media: significant improvement in economics continues

-   Focus on high margin activities drove a 7ppts year-on-year improvement in gross margin to 65%

-   Continued delivery of operational efficiencies with 11% year-on-year overhead savings

(1)      See note 4 for the explanation of gross and net revenue

(2)      Gross margin calculated as gross profit as a percentage of net revenue

(3)      Adjusted EBITDA is stated before interest, taxation, depreciation, amortisation, share based payments, share of associate's loss and exceptional items. It also includes £1.1m of property lease costs which, under IFRS 16, is replaced by depreciation and interest charges (see note 4)

(4)      Adjusted net debt excludes lease-related liabilities arising from the implementation of IFRS 16

(5)      Total transaction value includes food, bar and retail sales

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

"The continued growth of Time Out Market Lisbon and the successful opening and early trading of three new markets in Q2 further demonstrate the format's global appeal, quality of curation and breadth and engagement of the Time Out audience. The new sites, which bring the best chefs, drinks and cultural experiences of the city under one roof, have attracted significant footfall from day one with minimal marketing spend, and the reviews have been overwhelmingly positive. At the heart of Time Out remains its content that helps millions go out better in cities around the world and for which the Markets are proving to be another unique and effective channel.

"My thanks go to the team for its continued hard work, skill and dedication in successfully opening the new markets within such a concentrated timeframe. Two more (Chicago and Montreal) are set to open in 2019, and by year end there will be six Time Out Markets offering food from 120 of the best chefs of these cities, occupying 185,000 sq ft and accommodating almost 4,000 seats.  With the economics of the Media division continuing to improve, we look forward to a successful second half for the Group."

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
Adam Silver, CFO
Steven Tredget, Investor Relations Director
Liberum (Nominated Adviser and Broker)	Tel: [phone]
Steve Pearce / Will Hall
FTI Consulting LLP	Tel: [phone]
Edward Bridges / Stephanie Ellis

Notes to editors

About Time Out Group plc

Time Out Group is a global media and leisure business that helps people explore and experience the best of the city through its two divisions - Time Out Media and Time Out Market. Time Out launched in London in 1968 with a magazine to help people discover the exciting new urban cultures that had started up all over the city. Today, the Group's digital and physical presence comprises websites, mobile, magazines, live events and Time Out Market. Across these platforms Time Out distributes its curated content - written by professional journalists - around the best food, drink, culture, entertainment and travel across 327 cities in 58 countries. Time Out Market is a food and cultural market which brings the best of the city under one roof: its best chefs, drinks and cultural experiences - based on editorial curation. The first Time Out Market opened in Lisbon in 2014 and Miami, New York and Boston followed in 2019 with a further pipeline in other global locations. Time Out Group, listed on AIM, is headquartered in the United Kingdom.

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

Group overview

Financial summary

	Six months ended 30 June 2019	Six months ended 30 June 2018	Change	Constant currency(1)
	£'000	£'000	%	%
Market	6,593	3,842	72%	73%
Media	18,095	18,534	(2)%	(4)%
Group net revenue(2)	24,688	22,376	10%	9%
Gross margin %(3)	71%	63%	8%	9%
Market	(811)	426	(290)%	(291)%
Media	(2,875)	(5,848)	51%	53%
Divisional adjusted EBITDA(4)	(3,686)	(5,422)	32%	35%
Corporate costs	(857)	(980)	13%	13%
Group adjusted EBITDA(4)	(4,543)	(6,402)	29%	31%

(1)    Year-on-year growth on a constant currency basis calculated by applying 2019 exchange rates to actual 2018 results

(2)    See note 4 for the explanation of net revenue

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

(4)    Adjusted EBITDA is stated before interest, taxation, depreciation, amortisation, share based payments, share of associate's loss and exceptional items. It also includes £1.1m of property lease costs which, under IFRS 16, is replaced by depreciation and interest charges (see note 4)

It has been a transformational period for Time Out Group with the opening of three new food and cultural markets in North America. Combined with the ongoing success of Time Out Market Lisbon, this has driven H1 net revenue growth of 72% for the Time Out Market ('Market') business and total Group net revenue growth of 10%.  During the period, Time Out Media ('Media') revenue declined 2%, reflecting the focus on higher margin activities and the implementation of the operational plan - announced in the 2018 interim statement - to curtail the volume of low margin live events, reduce the frequency of certain print publications as well as the spend on traffic acquisition. 

While these actions impacted Media revenue growth, the key outcome has been further year-on-year improvements in the Group's gross margins of 8 ppts to 71%.  Media also delivered material overhead savings, enabling it to reduce its adjusted EBITDA loss by 51% to £2.9m (2018: £5.8m).  At the same time, Market delivered an adjusted EBITDA loss of £0.8m (2018: £0.4m profit) reflecting the additional investment in its cost-base required to support the opening and ongoing operation of the new markets.

Corporate costs of £0.9m (2018: £1.0m), which include Board and other costs related to being a listed entity, are 13% lower than prior year.

The combined impact of the above was a Group adjusted EBITDA loss of £4.5m (2018: £6.4m) in H1, a 29% year-on-year improvement, and the Group anticipates reporting positive adjusted EBITDA in H2.

Operating KPIs

In light of the recent business transformation, the Directors have streamlined and redefined the Group's operating KPIs (as set out below) to better reflect the global, and increasingly integrated, nature of the business.

	Six months  ended 30 June  2019	Six months  ended 30 June  2018	Change
Global brand audience - monthly average(1)	57.0m	54.0m	3.0m	6%
Market TTV(2)	£21.8m	£16.8m	£5.0m	30%
Number of market concessionaires(3)	101	45	56	124%

(1)    Global brand audience is the estimated monthly average in the period including all owned & operated cities and franchises. It has been redefined to include print circulation, unique website visitors, unique social users (as reported by Facebook and Instagram, with social followers on other platforms used as a proxy for unique users), opted-in members and Market visitors.  Facebook and Instagram have only reported unique users since September 2018 and therefore the H1 2018 unique users has been estimated by applying the growth in followers on these platforms between H1 2018 and H1 2019

(2)    Total transaction value across all Time Out Markets including food, drink and other retail sales

(3)    Number of concessionaires across all markets opened at period end

Time Out's content proposition has been strengthened through the launch of three new markets, helping to accelerate the synergies between the Media and Market divisions, raise the Group's profile and grow its highly engaged audience across all channels. The Group's global brand audience (as defined above) grew by an estimated 6% to 57.0m in H1 - including 6% growth of average monthly unique visitors to all global Time Out websites to 22.8m. The average monthly Time Out Market visitors grew 8% to 350,000, with a total of 2.1m visitors in the period (2018: 1.9m).

The Group has also been successful in leveraging its Market and chef-related content to grow its social media presence with its monthly average users across all social platforms increasing by an estimated 8% to 27.0m.  Instagram has been a particular focus with average monthly unique users estimated to have grown by 39% to 2.4m in the period.  Furthermore, video, as a brand engagement and marketing tool which consumers and brands love, has been a crucial part of growing content reach in H1, especially around the new market launches - with over 400,000 video views on Time Out Market social accounts alone.  Externally, increased coverage of the brand, especially around the Miami, New York and Boston openings, helped to increase awareness of each market and drive footfall in the opening phase. Just a few examples included CBS (which called the Boston market a "food lovers' paradise"), Miami Herald ("Time Out Market Miami is the food hall to conquer all food halls") and the New York Times ("In Brooklyn, a New Food Hall with Breath-taking Views").

Time Out Market generated TTV of £21.8m (2018: £16.8m) in H1, an increase of 30%, and by the end of the period has grown to over 100 concessionaires and over 2,500 seating capacity which, together with the two additional markets scheduled to open in H2, is expected to drive significant future growth.

Time Out Market trading overview

	Six months ended 30 June 2019	Six months ended 30 June 2018	Change
	£'000	£'000	%
Owned & Operated	6,266	3,842	63%
Management Agreements	327	-	n/a
Net Revenue	6,593	3,842	72%
Gross profit	5,683	3,343	70%
Gross Margin %	86%	87%	(1)%
Operating expenditure	(3,365)	(1,628)	(107)%
Adjusted trading EBITDA(1)	2,318	1,715	35%
Pre-opening costs	(1,470)	(237)	(520)%
Market central costs	(1,659)	(1,052)	(58)%
Adjusted EBITDA	(811)	426	(290)%

(1)    Trading EBITDA represents the adjusted EBITDA from owned and operated markets post opening, and the development fees relating to management agreements. It is presented before pre-opening costs of new markets and other central costs of the Market business

H1 was a pivotal period for the Market business with 72% growth in net revenue primarily driven by owned & operated markets - including three new markets which opened in Q2. While fees from the Montreal, Prague and Dubai management agreements remain small during this development phase, they contributed £0.3m and will increase significantly on the opening of each market. This revenue growth drove a 35% increase in adjusted trading EBITDA to £2.3m in H1 (2018: £1.7m) and although the profitability of the new markets was impacted by additional operating expenditure during the initial months of operation, efficiencies are expected to be delivered thereafter.

The adjusted EBITDA loss of £0.8m (2018: £0.4m profit) reflects the significant investment in pre-opening costs of the new markets and additional central costs from the scaling of the central functions, as well as additional travel costs and advisory fees in support of the continued development of the business.

Lisbon had another outstanding period of trading with growth in TTV of 6% to £17.7m (2018: £16.8m).  Combined with strong Time Out Bar sales and the full benefit of improved contract terms with concessionaires (which were implemented throughout H1 2018), this has enabled Lisbon to deliver 16% net revenue growth and adjusted EBITDA of £2.4m (46% ahead of prior year).

As outlined above, Time Out successfully launched three new markets during the second quarter - in Miami (on 9^th May), New York (31^st May) and Boston (27^th June) - with unparalleled chef line-ups, positive reviews and strong early trading.  Encouraging visitor numbers since opening validates the chosen locations and is an early indicator of success. These openings have transformed the scale and breadth of Time Out Market with the addition of 65,000 sq ft of floor space, over 1,600 seats and 56 concessionaires, and this momentum is set to continue into the second half with the opening of Chicago and Montreal (Time Out Market's first management agreement).

Beyond 2019, and in addition to the growth that these new markets are expected to deliver, the schedule of further planned openings is very strong - and includes the recent addition of Time Out Market's third management agreement in Dubai, which was signed in April 2019 with Emaar Malls. Time Out Market Dubai is expected to open in 2020 and will be located in Souk Al Bahar, an Arabian-style retail, entertainment and dining destination in the heart of Downtown Dubai, offering a unique waterfront position next to the iconic Burj Khalifa.  The market will occupy 30,000 sq ft, accommodating 670 seats and will include food from 16 of top chefs and restauranteurs, three lounges and cultural experiences.

Other previously announced markets include:

·    London Waterloo - scheduled 2021 opening

·    London Spitalfields - planning application due to be re-submitted in Q4 with a potential opening anytime from late 2020

·    Porto - the project has now been formally approved by Direção Geral do Património Cultural, having consulted relevant authorities including UNESCO. Full planning application will be submitted over the coming months with a potential opening anytime from late 2020

·    Prague (management agreement) - 2022 opening

Furthermore, the Group has a strong pipeline under review of other potential locations in cities around the world, including a strong interest in management agreements, often in cities where Time Out has limited or no presence, reinforcing the strength of Time Out's global brand.  Given these agreements require no capital investment, they are expected to form an important part of the portfolio mix as Time Out Market is rolled out over the coming years.

Time Out Media trading overview

	Six months ended 30 June 2019	Six months ended 30 June 2018	Change
	£'000	£'000	%
Digital advertising	7,253	6,968	4%
Print	6,958	7,342	(5)%
Affiliates & Offers	1,833	1,800	2%
Live events	589	858	(31)%
Premium Profiles	954	1,061	(10)%
International	508	505	0%
Revenue	18,095	18,534	(2)%
Gross Profit	11,834	10,672	11%
Gross Margin %	65%	58%	7%
Operating expenditure	(14,709)	(16,521)	11%
Adjusted EBITDA	(2,875)	(5,849)	51%

Media has continued to focus on the quality of its revenue in H1, with the overall revenue decline of 2% reflecting the operational decisions taken in H2 2018 to reduce the frequency of certain print publications and low margin live events, and to focus on organic traffic over paid acquisition. In spite of these changes and the impact on revenue growth, gross profit still grew 11% in the period as result of the 7ppts gross margin improvement. Furthermore, the continued focus on operational efficiencies delivered 11% overhead savings in H1. These efficiencies drove a £2.9m (51%) year-on-year improvement in the H1 adjusted EBITDA loss, with additional improvements expected in the second half - which will further benefit from the historic seasonality of the Media operation.

Encouragingly, Digital advertising revenue grew 4% in the period with the UK and US growing 7% and 5% respectively as well as notable progress in Portugal (+140%), Spain (+28%), Hong Kong (+49%) and Singapore (+65%) which was partially offset by declines in Australia (-24%) and France (-32%). The Group continued to focus on developing its programmatic capabilities in H1 with the addition of new exchange partners helping grow programmatic revenue by 30%, with increases recorded across all countries.  This will continue to be a priority for the business with the focus on developing the programmatic sales capabilities across the commercial teams and entering new agreements with additional demand-side platforms, mobile and video specialist partners.  Furthermore, the Group's global sales approach continues to reap rewards with strong creative solution campaigns, delivered across multiple territories, for the likes of Google, Norwegian Airlines, Netflix and TAP in the period.

Overall Print revenue declined year-on-year by 5% although, as outlined above, these results were materially impacted by the decision to cut the frequency of certain US print publications in the second half of 2018 - with underlying revenue broadly flat year-on-year.  This is an encouraging result in a challenging sector and further evidence of the authority of the brand and its high-quality content, as well as the desirable audience Time Out continues to reach. In particular, the UK had an exceptional period, with revenue growth of 7% driven by strong cover wrap sales and demand for custom print solutions.  US print revenue declined by 41%, approximately half of which was due to aforementioned frequency changes. While the US market environment remains challenging, there are early signs of improvement after a recent focus on optimising content and production quality, coupled with the success of the magazines around Market launches in Miami, New York and Boston.

Affiliates & Offers remains steady with year-on-year growth impacted by the traffic acquisition cuts implemented throughout 2018; encouragingly this change in strategy has driven 16ppts gross margin improvements and gross profit growth of 28%.  Elsewhere, the live events revenue decline reflects the business decision to materially reduce the volume of events throughout 2018 and to pursue higher margin, sponsor-led events - resulting in 27ppts gross margin improvements and 79% gross profit growth. Premium Profiles declined 10% following a clean-up of the portfolio towards the end of 2018, with new sales insufficient to deliver growth in the period.  Changes to the sales team and proposition are expected to stabilise this business line in the second half.

Other financial items

Implementation of IFRS 16 (Leases)

IFRS 16 was adopted on 1 January 2019 and for comparison purposes, the impact of this new standard on key financial measures has been highlighted below and further explanation provided in note 10.  In summary, the adoption of IFRS 16 has increased the H1 operating loss of the Group by £0.2m and decreased net assets at 30 June 2019 by £3.6m.

Revenue

Group gross revenue increased in H1 by 20% to £26.9m (2018: £22.4m). However, as set out in note 4, an adjusted measure of 'net revenue', which excludes concessionaires' share of revenue and aligns with previous financial reporting, has been introduced to provide a clearer understanding of the growth of the business in the period. On this basis, Group net revenue has grown by 10% to £24.7m (2018: £22.4m) in H1.

Operating loss

The H1 operating loss was £8.6m (2018: £10.2m), a 15% year-on-year improvement, and includes an additional net charge of £0.2m from the adoption of IFRS 16. This net charge comprises a benefit of £1.1m of property lease costs (previously included in operating expenditure) which is more than offset by £1.3m of incremental depreciation on the right of use asset created in relation to these property leases.  Other items within the operating loss include:

Exceptional items

The net exceptional cost of £0.1m (2018: £0.4m) relates to employee redundancy costs and a small gain arising on the exercise of the Time Out Market option over the remaining 3.7% of MC-Mercados da Capital (Time Out Market Lisbon).

Share based payments

The value of these options at issuance has been amortised over the time to vesting of the option. There were 13.0m options outstanding at 30 June 2019 (31 December 2018: 9.7m). 

Depreciation

The depreciation charge of £2.3m (2018: £0.4m) increased by £1.9m, driven principally by the additional depreciation following the opening of new markets (£0.5m) and on right-of-use assets after the implementation of IFRS 16 (£1.3m).

Amortisation

The amortisation of intangible assets of £2.2m (2018: £2.2m) includes £1.0m (2018: £1.0m) relating to acquired intangible assets and £1.1m (2018: £1.1m) relating to other intangible assets, primarily acquired and internally developed software.

Net finance costs

Net finance costs of £3.4m (2018: £0.8m) primarily comprise of interest on debt of £2.1m (2018: £0.5m) - driven by the additional £32.7m  of debt funding secured since 1 July 2018 - coupled with the foreign exchange loss on financial assets of £0.1m (2018: £0.1m) and interest costs in respect of lease liabilities following the implementation of IFRS 16 (£1.2m).  

Foreign exchange

The revenue and costs of Group entities reporting in dollars have been consolidated in these financial statements at an average exchange rate of $1.30 (2018: $1.33). The operations reporting in euros have been consolidated at a rate of €1.14 (2018: €1.15).   The combined income statement impact of foreign exchange movements has been relatively immaterial in H1 with net revenue benefitting by £0.3m and adjusted EBITDA reduced by £0.2m.

Cash flow

Cash and cash equivalents decreased by £14.6m in H1 (2018: £11.0m).  The most significant outflow was £20.3m of capital expenditure, primarily in relation to the construction and fit out of new Time Out Market locations. Media invested a further £0.9m in capitalised software development costs relating to the teams working on the Group's digital platforms. While the Group will complete the construction of Time Out Market Chicago in H2, Time Out Market Montreal (as a management agreement) requires no outlay by the Group and therefore total capital expenditure will be materially lower than H1.  

Cash used in operations of £4.2m (2018: £5.3m) was driven by the H1 EBITDA loss and a net working capital outflow of £0.6m (2018: £1.4m inflow), which was heavily impacted by the £1.9m repayment and discontinuation of invoice discounting facilities.  The other material outflow relates to the acquisition of the remaining 3.7% of MC-Mercados da Capital (Time Out Market Lisbon) for £1.2m in June 2019.

Additional debt finance of £12.7m was secured in the period which helped fund the investments outlined above.

Net cash and borrowings

	30 June 2018 £'000	30 June 2017 £'000	31 Dec 2018 £'000
Cash and cash equivalents	9,726	18,873	24,347
Borrowings	(44,164)	(9,483)	(29,110)
Adjusted net (debt)/ cash	(34,438)	9,390	(4,763)
IFRS 16 Lease liabilities	(26,006)	-	-
Net (debt)/ cash	(60,444)	9,390	(4,763)

Borrowings includes the £20.0m of loan notes from Oakley Capital Investments Limited ("OCI") plus accrued interest.  In addition, Time Out Market secured further debt funding of €15m in H1 from Incus Capital Advisors, S.L., principally on the same economic terms as the €9.0m loan secured in November 2017. At 30 June 2019, the balance of the Incus debt was £21.6m.

Furthermore, the Group continues to have an option over an additional debt facility of £18.0m (announced in September 2018) should further liquidity be required.  

Post balance sheet events

In August 2019, the Group secured a further £2.5m (in the form of loan notes) from OCI, principally on the same terms as the existing debt, which brings the total additional debt funding since year end to £15.2m.  The Group has also agreed an extension of the term of all OCI borrowings by one year to 31 October 2021.

Outlook

The Group's significant recent progress is expected to continue in the second half with Time Out Market opening two further locations and delivering strong adjusted trading EBITDA across its portfolio.  The underlying economics of Time Out Media are also expected to continue to improve, with the division further benefiting from the historic seasonal weighting of trading towards the second half of the year.

Overall, Management is confident in the Group's trading outlook for the year ahead and expects to deliver positive adjusted EBITDA in H2 and, combined with lower capital expenditure, materially improved cash flow.

Julio Bruno

Group Chief Executive

26 September 2019

Condensed Consolidated Income statement

Six months ended 30 June 2019

		Unaudited		Unaudited		Audited
	Note	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
		£'000		£'000		£'000
Gross revenue	1, 4	26,897		22,376		48,778
Cost of sales	4	(9,380)		(8,307)		(16,732)
Gross profit		17,517		14,069		32,046
Administrative expenses		(26,152)		(24,246)		(43,480)
Operating loss		(8,635)		(10,177)		(11,434)
Finance income		28		16		76
Finance costs		(3,398)		(833)		(2,616)
Share of associate's loss		-		(1,096)		(1,198)
Loss before income tax	4	(12,005)		(12,090)		(15,172)
Income tax (charge)/credit		(254)		210		(317)
Loss for the period		(12,259)		(11,880)		(15,489)
Loss for the period attributable to:
Owners of the parent		(11,417)		(11,492)		(14,630)
Non-controlling interests		(842)		(388)		(859)
		(12,259)		(11,880)		(15,489)
Loss per share:
Basic and diluted loss per share (p)	6	8.5		8.6		10.9

Condensed Consolidated Statement of Other Comprehensive Income

Six months ended 30 June 2019

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
	£'000		£'000		£'000
Loss for the period	(12,259)		(11,880)		(15,489)
Other comprehensive income:
Items that may be subsequently reclassified to the profit or loss:
Currency translation differences	237		1,154		3,042
Other comprehensive income for the period, net of tax	237		1,154		3,042
Total comprehensive expense for the period	(12,022)		(10,726)		(12,447)
Total comprehensive expense for the period attributable to:
Owners of the parent	(10,977)		(10,408)		(11,734)
Non-controlling interests	(1,045)		(318)		(713)
	(12,022)		(10,726)		(12,447)

Condensed Consolidated Statement of Financial Position

At 30 June 2019

		Unaudited		Unaudited		Audited
	Note	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
		£'000		£'000		£'000
Assets
Non-current assets
Intangible assets - Goodwill		51,774		50,668		51,703
Intangible assets - Other		17,001		18,349		17,735
Property, plant and equipment		44,523		12,598		25,716
Right-of-use assets		22,424		-		-
Investment in associate		-		5,102		-
Other receivables		5,357		1,252		5,154
		141,079		87,969		100,308
Current assets
Inventories		968		300		376
Trade and other receivables		16,428		13,881		15,118
Cash and cash equivalents	7	9,726		18,873		24,347
		27,122		33,054		39,841
Total assets		168,201		121,023		140,149
Liabilities
Current liabilities
Trade and other payables		(20,172)		(17,966)		(20,352)
Borrowings		(2,656)		(1,421)		(1,106)
Lease liabilities		(2,143)		-		-
Provisions		-		(16)		-
		(24,971)		(19,403)		(21,458)
Non-current liabilities
Trade and other payables		(2,369)		(3,511)		(1,451)
Borrowings		(41,508)		(8,062)		(28,004)
Lease liabilities		(23,863)		-		-
Deferred tax liability		(1,945)		(2,407)		(2,357)
		(69,685)		(13,980)		(31,812)
Total liabilities		(94,656)		(33,383)		(53,270)
Net assets		73,545		87,640		86,879
Equity
Called up share capital	9	135		134		135
Share premium		106,937		106,042		106,937
Translation reserve		9,326		7,129		8,941
Capital redemption reserve		1,105		1,105		1,105
Retained earnings / (losses)		(40,686)		(25,214)		(28,288)
Total parent shareholders' equity		76,817		89,196		88,830
Non-controlling interest		(3,272)		(1,556)		(1,951)
Total equity		73,545		87,640		86,879

Condensed Consolidated Statement of Changes in Equity

At 30 June 2019 (Unaudited)

	Called up  share capital	Share premium	Translation reserve	Capital  Redemption  reserve	Retained  earnings/ (losses)	Total parent Shareholders' equity	Non- Controlling  interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
At 1 January 2019	135	106,937	8,941	1,105	(28,288)	88,830	(1,951)	86,879
Implementation of IFRS 16	-	-	-	-	(1,568)	(1,568)	(276)	(1,844)
At 1 January 2019 (restated)	135	106,937	8,941	1,105	(29,856)	87,262	(2,227)	85,035
Changes in equity
Loss for the period	-	-	-	-	(11,417)	(11,417)	(842)	(12,259)
Other comprehensive income	-	-	385	-	-	385	(148)	237
Total comprehensive income	-	-	385	-	(11,417)	(11,032)	(990)	(12,022)
Share based payments	-	-	-	-	532	532	-	532
Adjustment arising on change in non-controlling interest	-	-	-	-	55	55	(55)	-
Balance at 30 June 2019	135	106,937	9,326	1,105	(40,686)	76,817	(3,272)	73,545

30 June 2018 (Unaudited)

	Called up Share capital	Share premium	Translation reserve	Capital Redemption reserve	Retained earnings/ (losses)	Total parent Shareholders' equity	Non- Controlling interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2018	133	106,042	6,045	1,105	(14,496)	98,829	(1,238)	97,591
Changes in equity
Loss for the period	-	-	-	-	(11,492)	(11,492)	(388)	(11,880)
Other comprehensive income	-	-	1,084	-	-	1,084	70	1,154
Total comprehensive income	-	-	1,084	-	(11,492)	(10,408)	(318)	(10,726)
Share based payments	-	-	-	-	774	774	-	774
Issue of shares	1	-	-	-	-	1	-	1
Balance at 30 June 2018	134	106,042	7,129	1,105	(25,214)	89,196	(1,556)	87,640

Condensed Consolidated Statement of Changes in Equity

31 December 2018 (Audited)

	Called up Share capital	Share premium	Translation reserve	Capital Redemption reserve	Retained earnings/ (losses)	Total parent Shareholders' equity	Non- Controlling interest	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 1 January 2018	133	106,042	6,045	1,105	(14,496)	98,829	(1,238)	97,591
Changes in equity
Loss for the year	-	-	-	-	(14,630)	(14,630)	(859)	(15,489)
Other comprehensive income	-	-	2,896	-	-	2,896	146	3,042
Total comprehensive income	-	-	2,896	-	(14,630)	(11,734)	(713)	(12,447)
Share-based payments	-	-	-	-	838	838	-	838
Issue of shares for acquisitions	2	895	-	-	-	897	-	897
Balance at 31 December 2018	135	106,937	8,941	1,105	(28,288)	88,830	(1,951)	86,879

Condensed Consolidated Statement of Cash Flows

Six months ended 30 June 2019

		Unaudited		Unaudited		Audited
	Note	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
		£'000		£'000		£'000
Cash flows from operating activities
Cash used in operations	8	(4,211)		(5,287)		(11,817)
Interest paid		(42)		(118)		(1,223)
Tax paid		(550)		-		(228)
Net cash used in operating activities		(4,803)		(5,405)		(13,268)
Cash flows from investing activities
Purchase of property, plant and equipment		(20,319)		(3,334)		(14,989)
Purchase of intangible assets		(885)		(1,266)		(2,917)
Interest received		28		16		76
Proceeds from disposal of investment		-		-		9,470
Net cash used in investing activities		(21,176)		(4,584)		(8,360)
Cash flows from financing activities
Advance of borrowings		12,651		-		20,000
Repayment of borrowings		-		(967)		(3,044)
Repayment of finance leases		-		(32)		(74)
Acquisition of minority interests		(1,248)		-		-
Net cash from financing activities		11,403		(999)		16,882
Decrease in cash and cash equivalents		(14,576)		(10,988)		(4,746)
Cash and cash equivalents at beginning of period		24,347		29,839		28,746
Effect of foreign exchange rate change		(45)		22		347
Cash and cash equivalents at end of period		9,726		18,873		24,347

Notes to the condensed consolidated statements

1.    Basis of preparation

The unaudited condensed interim consolidated financial information for the six months ended 30 June 2019 has been prepared following the recognition and measurement principles of IFRS as adopted by the European Union. The condensed interim consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the audited statutory financial statements for the year ended 31 December 2018.

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 is unaudited and has not been reviewed by the Group's auditor.  The financial information for the year ended 31 December 2018 is derived from the audited financial statements for the year ended 31 December 2018, 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 2018 have been delivered to the Registrar of Companies.  The comparative financial information for the period ended 30 June 2018 does not constitute statutory financial statements for that period.

These statements were approved by the Board on 26 September 2019.

Going Concern

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 2019.  The Directors confirm they have a reasonable expectation that the Company and Group has adequate resources to continue in operation for the foreseeable future and at least 12 months from the date of signing the Group and Company financial statements and consider it appropriate to adopt the going concern basis of accounting in preparing the Group and Company financial statements.

This confirmation is made having considered its current financial position, latest trading forecasts and the capital expenditure requirements of the growing Time Out Market business.  The Directors have subjected the forecasts to sensitivity analysis and considered the options available to mitigate any downside risks.  The Group's available cash at 30 June 2019 was £9.7m, comprising £9.5m cash at bank and £0.2m in escrow.  In addition, the Group secured additional funding of €15.0m in the period and a further £2.5m in August 2019.  The Group also has the option over an undrawn debt facility of £18.0m.

For these reasons, they continue to adopt the going concern basis of accounting in preparing these financial statements.

2.    Accounting policies

On 1 January 2019, the Group implemented IFRS 16 "Leases".  The impact of implementation is set out in Note 10.

Apart from the implementation described above, 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 2019			Six months ended 30 June 2018			Year ended 31 December 2018
	Closing rate	Average rate		Closing rate	Average rate		Closing rate	Average rate
US dollar	1.27	1.30		1.32	1.33		1.27	1.34
Euro	1.12	1.14		1.13	1.15		1.11	1.13
Australian dollar	1.81	1.83		1.78	1.76		1.81	1.79
Singaporean dollar	1.72	1.76		1.79	1.79		1.74	1.81
Hong Kong dollar	9.90	10.17		10.32	10.41		9.97	10.51
Canadian dollar	1.66	1.74		-	-		1.74	1.73

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 business listings ("Premium Profiles"), Live Events tickets and sponsorship, commissions generated by online bookings and transactions ("Affiliates & Offers"), and fees from third party licensees.

Six months ended 30 June 2019

(Unaudited)

	Time Out Market	Time Out Media	Corporate costs	Total
	£'000	£'000		£'000
Gross revenue	8,802	18,095	-	26,897
Concessionaire share	(2,209)	-	-	(2,209)
Net revenue	6,593	18,095	-	24,688
Gross profit	5,683	11,834	-	17,517
Administrative expenses	(7,697)	(17,598)	(857)	(26,152)
Operating loss	(2,014)	(5,764)	(857)	(8,635)
Operating loss	(2,014)	(5,764)	(857)	(8,635)
Amortisation of intangible assets	-	2,191	-	2,191
Depreciation of property, plant and equipment	760	250	-	1,010
Depreciation of right-of-use assets	769	574	-	1,343
EBITDA	(485)	(2,749)	(857)	(4,091)
Property lease costs	(298)	(813)	-	(1,111)
Share based payments	-	532	-	532
Exceptional items	(28)	155	-	127
Adjusted EBITDA	(811)	(2,875)	(857)	(4,543)
Finance income				28
Finance costs				(3,398)
Loss before income tax				(12,005)
Income tax charge				(254)
Loss for the period				(12,259)

In previous periods, the revenue in the Income Statement includes all Media revenue, revenue generated from Time Out Market Lisbon (representing Time Out's share of the food and beverage sales made by concessionaires to consumers, and other revenue from Time Out operated bars, sponsorship, retail, the Time Studio and events) and any fees from management agreements.

In H1 2019 the Group opened three new markets in which all transactions are made directly between Time Out Market and the consumer. This contrasts with Lisbon in which consumers transact directly with the concessionaires for any food and beverage purchases (excluding the Time Out operated bar) and Time Out Market is paid a share of revenue by the concessionaires.  Therefore, the total value of all food, beverage and retail transactions in these new markets is included in the income statement, representing the gross revenue of these operations.

To aid comparability between periods, an adjusted revenue measure ('net revenue') has been introduced which is calculated as gross revenue less the concessionaires share of revenue.  There was no difference between gross and net revenue in prior periods and Time Out Market Lisbon revenue will continue to recognise revenue on the same basis as it has historically.

The implementation of IFRS 16 on 1 January 2019 materially benefitted EBITDA in the period as property lease costs (£1.1m) are no longer included within administrative expenses and instead are replaced by additional depreciation costs (£1.3m) and interest costs (£1.2m).  Adjusted EBITDA is presented including the property lease costs to aid comparison of profitability between periods.

Due to the rapid transformation of the Group, the most appropriate measures of performance are evolving and will be subject to continual review.

Six months ended 30 June 2018

(Unaudited)

	Time Out Market	Time Out Media	Corporate costs	Total
	£'000	£'000		£'000
Gross and net revenue	3,842	18,534	-	22,376
Gross profit	3,343	10,726	-	14,069
Administrative expenses	(3,142)	(19,992)	(1,112)	(24,246)
Operating loss	201	(9,266)	-	(10,177)
Operating loss	201	(9,266)	(1,112)	(10,177)
Amortisation of intangible assets		2,174	-	2,174
Depreciation of property, plant and equipment	225	223	-	448
EBITDA	426	(6,869)	(1,112)	(7,555)
Share based payments	-	774	-	774
Exceptional items	-	247	132	379
Adjusted EBITDA loss	426	(5,848)	(980)	(6,402)
Finance income				16
Finance costs				(833)
Share of associate's loss				(1,096)
Loss before income tax				(12,090)
Income tax credit				210
Loss for the period				(11,880)

Year ended 31 December 2018

(Audited)

	Time Out Market	Time Out Media	Corporate costs	Total
	£'000	£'000	£'000	£'000
Gross and net revenue	8,999	39,779	-	48,778
Gross profit	8,011	24,035	-	32,046
Administrative expenses	(8,633)	(37,786)	2,939	(43,480)
Operating loss	(622)	(13,751)	2,939	(11,434)
Operating loss	(622)	(13,751)	2,939	(11,434)
Amortisation of intangible assets	834	3,758	-	4,592
Depreciation of property, plant and equipment	626	443	-	1,069
Loss on disposal of fixed assets	22	3	-	25
EBITDA	860	(9,547)	2,939	(5,748)
Share based payments	-	838	-	838
Exceptional items	514	813	(4,534)	(3,207)
Adjusted EBITDA	1,374	(7,896)	(1,595)	(8,117)
Finance income				76
Finance costs				(2,616)
Share of associate's loss				(1,198)
Loss before income tax				(15,172)
Income tax credit				(317)
Loss for the period				(15,489)

Gross revenue is analysed geographically by origin as follows:

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
	£'000		£'000		£'000
Europe	15,913		15,461		33,736
Americas	9,322		5,253		11,149
Rest of World	1,662		1,662		3,893
	26,897		22,376		48,778

5.    Exceptional items

Exceptional items are analysed as follows:

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
	£'000		£'000		£'000
Restructuring costs	155		354		802
Gain on disposal of investment in associate	-		-		(4,469)
Fair value (gain)/loss on option over non-controlling interest	(28)		-		514
Fair value gain on settlement of deferred consideration	-		-		(65)
Fees relating to acquisitions	-		14		-
Office relocation costs	-		11		11
	127		379		(3,207)

The costs in the period relate to redundancy costs (2018: £0.4m) and the difference on the exercise of the option over non-controlling interest in MC-Mercados da Capital (Time Out Market Lisbon) exercised in the period.

The 2018 restructuring costs include employee redundancy costs and fees relating to acquisitions.  The fair value loss relates to the remeasurement of the option over non-controlling interest in Time Out Market Limited.  The profit on disposal relates to the sale of shares on Flyt Limited, an associate investment, in December 2018.

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 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. Diluted loss per share is equal to basic loss per share.

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
	Number		Number		Number
Weighted average number of ordinary shares for the purpose of basic and diluted loss per share	133,000,470		133,378,525		133,867,852
	£'000		£'000		£'000
Losses from continuing operations for the purpose of loss per share	11,417		11,492		14,630
	Pence		Pence		Pence
Basic and diluted loss per share	8.5		8.6		10.9

7.    Cash and debt

	Unaudited		Unaudited		Audited
	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
Cash and cash equivalents	9,473		11,530		18,092
Restricted cash - Escrow	253		3,826		6,255
Restricted cash - Letters of credit and deposits	-		3,517		-
Total cash	9,726		18,873		24,347
Borrowings	(44,164)		(9,483)		(29,110)
Adjusted net debt	(34,438)		9,390		(4,763)
IFRS 16 Lease liabilities	(26,006)		-		-
Net debt	(60,444)		9,390		(4,763)

Monies held in restricted accounts represent cash held by the Group in accounts with conditions that restrict the use of these monies by the Group and, as such, does not meet the definition of cash and cash equivalents.  Escrow accounts relate to cash balances used to part fund the construction of the Boston and Miami markets.   Letters of credit and deposits relate to rent deposits paid in respect of leased properties.  These balances are disclosed within long term debtors as at 30 June 2019 and 31 December 2018.  This treatment will be applied to future periods.

Borrowings includes the £20.0m of loan notes from Oakley Capital Investments Limited plus accrued interest.  In addition, Time Out Market secured further debt funding of €15m in H1 from Incus Capital Advisors, S.L., principally on the same economic terms as the €9.0m loan secured in November 2017. At 30 June 2019, the balance of the Incus debt was £21.6m.

8.    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 2019		Six months ended 30 June 2018		Year ended 31 December 2018
	£'000		£'000		£'000
Loss before income tax	(12,005)		(12,090)		(15,172)
Add back:
Net finance costs	3,370		817		2,540
Share based payments	532		774		838
Depreciation charges	2,353		448		1,069
Amortisation charges	2,191		2,174		4,592
Fair value (gain)/loss on option over non-controlling interest	(28)		-		514
Gain on disposal of investment in associate	-		-		(4,469)
Non-cash movements	20		-		242
Share of associate's loss	-		1,096		1,198
Increase in inventories	(594)		(21)		(86)
Increase in trade and other receivables	(1,432)		622		(3,094)
Increase in trade and other payables	1,382		893		11
Cash used in operations	(4,211)		(5,287)		(11,817)

9.    Share capital

		Unaudited		Unaudited		Audited
	Nominal value per share	Six months ended 30 June 2019		Six months ended 30 June 2018		Year ended 31 December 2018
		Number		Number		Number
Ordinary shares		135,000,470		133,541,468		134,651,891
Aggregate amounts		135,000,470		133,541,468		134,651,891
		£'000		£'000		£'000
Ordinary shares	£0.001	135		134		135
Aggregate amounts		135		134		135

10.  Implementation of IFRS 16 Leases

This note explains the impact of the adoption of IFRS 16 Leases on the Group's financial statements.

The Group has adopted IFRS 16 Leases retrospectively from 1 January 2019 but has not restated comparatives for the 2018 reporting period, as permitted under the specific transition provisions in the standard. The reclassifications and the adjustments arising from the new leasing rules are therefore recognised in the opening balance sheet on 1 January 2019.

On adoption of IFRS 16, the Group recognised lease liabilities in relation to leases which had previously been classified as 'operating leases' under the principles of IAS 17 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee's incremental borrowing rate as of 1 January 2019. The weighted average incremental borrowing rate applied to the lease liabilities on 1 January 2019 was 12%.

Practical expedients applied

In applying IFRS 16 for the first time, the Group has used the following practical expedients permitted by the standard:

·         applying a single discount rate to a portfolio of leases with reasonably similar characteristics

·         relying on previous assessments on whether leases are onerous as an alternative to performing an impairment review - there were no onerous contracts as at 1 January 2019

·         accounting for operating leases with a remaining lease term of less than 12 months as at 1 January 2019 as short-term leases

·         excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application, and

·         using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

The Group has also elected not to reassess whether a contract is or contains a lease at the date of initial application. Instead, for contracts entered into before the transition date the Group relied on its assessment made applying IAS 17 and Interpretation 4 Determining whether an Arrangement contains a Lease.

Measurement of lease liabilities	2019
	£'000
Operating lease commitments disclosed as at 31 December 2018	57,473
Other adjustments	(15,395)
	42,078
Discounted at the incremental borrowing rate	(21,832)
Lease liability recognised as at 1 January	20,246
Of which are:
Current lease liabilities	1,249
Non-current lease liabilities	18,997
	20,246

Measurement of right-of-use assets

The associated right-of-use assets for property leases were measured on a retrospective basis as if the new rules had always been applied.

Impact on the Income Statement

			Six months ended 30 June 2019
			£'000
Reduction in property lease costs			1,111
Decrease in EBITDA loss			1,111
Increase in depreciation costs			(1,344)
Increase in operating loss			(233)
Increase in interest costs			(1,248)
Net decrease in loss before tax			(1,481)

Impact on the Statement of Financial Position

	1 January 2019		30 June 2019
	£'000		£'000
Right-of-use assets	18,048		22,424
Lease liabilities - Current	1,249		2,143
- Non-current	18,997		23,863
	20,246		26,006
Retained earnings	1,844		n/a

11.  Post balance sheet events

In August 2019, the Group secured a further £2.5m loan facility from OCI principally on the same terms as the existing debt.  The Group has also agreed an extension of the term of all OCI borrowing by one year to 31 October 2021.

12.  Principal risks and uncertainties

The 2019 Annual Report sets out on pages 22 and 23 the principle risks and uncertainties that could impact the business.  There are no changes to these risks and uncertainties.

 

END

 

 

IR LFFSIAVIEFIA