TIDMTMO
RNS Number : 6742I
Time Out Group plc
06 December 2022
6 December 2022
Time Out Group plc
("Time Out," the "Company" or the "Group")
Audited Full Year Results for the twelve months ended 30 June
2022
Positioned for further profitable growth and back on
pre-pandemic trajectory
Time Out Group plc (AIM: TMO), the global media and hospitality
business, today announces its audited full year results for the
twelve months ended 30 June 2022. Comparative information relates
to the 18 months ended 30 June 2021.
Commenting on the results, Chris Ohlund, CEO of Time Out Group
plc, said:
"We are pleased to have reached a turning point for the Group in
delivering positive Group Adjusted EBITDA, despite the impact of
the pandemic during the financial year. This marks a return to our
pre-pandemic trajectory and demonstrates that we are now in an even
stronger position for future growth. I want to thank everyone at
Time Out Group for their hard work and dedication to achieve this
milestone - even more so as we have achieved it despite significant
disruption.
"We have invested in our strategy with ambitious measures in
place to drive profitable growth and have made significant progress
across both of our business divisions. Time Out Media's content
that focuses on the best of the city has helped millions go out
once again, attracting a growing digital audience and key brand
partners advertising with us. Our seven existing Time Out Markets
have seen footfall and sales return, with record days exceeding
pre-pandemic levels. In addition, we have a strong pipeline of
seven locations set to open between 2023 and 2027, six of which are
Management Agreements which have associated contracted minimum
levels of revenues secured for several years. Interest from
landlords in our Markets proposition has never been stronger as
they seek to drive footfall to increase the value of their
property. We are in advanced negotiations with real estate
developers around the globe who wish to make Time Out Market the
anchor of their properties as they consider our concept to be the
world's leading food and cultural market."
Financial highlights
-- Gross revenue increased by 62% to GBP72.9m (2021(1) 18m:
GBP44.9m) and net revenue(2) by 47% to GBP55.4m (2021 18m:
GBP37.8m)
-- Gross profit increased 48% to GBP44.6m (2021 18m: GBP30.2m)
-- Group Adjusted EBITDA (3) improved significantly to positive
territory of GBP1.2m (2021 18m: GBP17.6m loss)
-- Group operating loss reduced significantly to GBP14.1m (2021 18m: GBP60.5m loss)
-- Cash of GBP4.8m at 30 June 2022 (2021: GBP19.1m) and
borrowings of GBP21.9m (2021: GBP23.5m), resulted in Adjusted net
debt(4) of GBP17.1m. Reported net debt was GBP44.5m (2021:
GBP26.9m) including GBP27.4m (2021: GBP22.5m) of IFRS 16 lease
liabilities
-- Refinancing completed post year-end with new four-year term
loan facility of EUR35.0m signed on 24 November 2022. EUR5.8m of
the facility remains undrawn and the agreement allows an extension
to EUR47.5m by mutual consent
Operational highlights
-- Time Out Market: significant revenue growth and progress with new Management Agreements
o All seven Markets are open with a restored curation of the
best of the city, return of footfall and strong trading with net
revenue increasing to GBP28.9m (2021 18m: GBP12.2m)
o Osaka and post year-end, Cape Town, Vancouver and Riyadh
Management Agreements signed, taking the number of open and
contracted sites to 14
o A significant pipeline of further Management Agreements in
advanced negotiations as a result of increased engagement with real
estate developers
-- Time Out Media: digital-first strategy driving improved economics
o Completion of transition from a traditional print to a
digital-first multi-platform strategy, enabling the Media division
to increasingly tap into the higher-margin, growing digital
advertising space
o 20% growth in digital revenue with particular success from
Creative Solutions campaigns for major global brands
o Combined digi-physical Media and Market campaigns attracting
new clients and increased, high-revenue advertiser spend
Outlook
The post pandemic recovery has continued in the new financial
year, with revenue growth in both Time Out Group divisions meeting
management expectations in Q1. Given the near-term weaker economic
outlook, rising inflation and geo-political uncertainty, the Board
recognises the head winds the Group may face in FY2023. However, it
is cautiously optimistic given the increasing engagement of global
brands seeking our multi-channel advertising solutions and the
recent record trading days within the Time Out Market
portfolio.
In contrast to most media and hospitality operators, Time Out
Group is building a valuable long term recurring earnings stream.
Already in place are eight Time Out Market management agreements,
either open (two) or signed (six) with a term of at least 10 years,
which will generate a contracted minimum aggregate contribution to
EBITDA of c.GBP13m per annum when all are operational. Driven by
the appeal of the concept and the increased resource committed to
new site development, the signing of new Market management
agreements in cities around the world is expected to accelerate in
2023 and beyond. With a strengthened balance sheet, the Company is
in a position to continue to execute its ambitious plans and
deliver further profitable growth.
(1) All comparative information relates to the 18-month period to 30 June 2021.
(2) Net revenue is calculated as gross revenue less the
concessionaires' share of revenue. See note 4 to the condensed
consolidated statements.
(3) Adjusted EBITDA is operating loss stated before interest,
taxation, depreciation, amortisation, share-based payments,
exceptional items and profit/(loss) on the disposal of fixed
assets. This is a non-GAAP alternative performance measure ("APM")
that management uses to aid understanding of the underlying
business performance. See note 4 for reconciliation to statutory
numbers.
(4) Adjusted net cash/(debt) excludes lease-related liabilities
under IFRS 16. This is an APM. See note 7 to the consolidated
financial statements for a reconciliation to statutory numbers.
For further information, please contact:
Tel: +44 (0)207 813
Time Out Group plc 3000
Chris Ohlund, CEO
Patrick Foley, CFO
Steven Tredget, Investor Relations Director
Tel: +44 (0)203 100
Liberum (Nominated Adviser and Broker) 2222
Andrew Godber / Clayton Bush / Edward Thomas
Tel: +44 (0)203 727
FTI Consulting LLP 1000
Edward Bridges / Stephanie Ellis / Fiona Walker
Notes to editors
About Time Out Group
Time Out Group is a global media and hospitality business that
curates and creates the best of the world's greatest cities 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, across the Group's digital and physical platforms,
Time Out's professional journalists curate the best things to do,
see and eat in 333 cities in 59 countries.
Time Out Market is the world's first editorially curated food
and cultural market, bringing a city's best chefs, restaurateurs
and unique cultural experiences together under one roof. The first
Time Out Market opened in Lisbon in 2014, followed in 2019 by
Miami, New York, Boston, Chicago and Montreal, and Dubai in 2021. A
further pipeline of seven future openings includes Porto, Osaka,
Cape Town, Vancouver and more. Time Out Group PLC, 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 Review
Group overview
Financial summary
12 months 18 months
ended ended
30 June 30 June
2022 2021
GBPm GBP'000
Market 28,924 12,233
Media 26,479 25,570
------------------------------------------- ---------- ----------
Group net revenue(1) 55,403 37,803
Gross profit 44,583 30,170
Gross margin % (2) 80% 80%
Divisional Adjusted operating expenses(3) (40,654) (46,116)
Divisional Adjusted EBITDA(3) 3,929 (15,946)
------------------------------------------- ---------- ----------
Market 2,225 (8,418)
Media 1,704 (7,528)
------------------------------------------- ---------- ----------
Corporate costs (2,710) (1,622)
Group Adjusted EBITDA(3) 1,219 (17,568)
=========================================== ========== ==========
(1) Net revenue is calculated as gross revenue less the
concessionaires' share of revenue. See note 4.
(2) Gross margin calculated as gross profit as a percentage of net revenue.
(3) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management uses to aid understanding of the underlying
business performance. See note 4 for reconciliation to statutory
numbers.
The financial year has seen the Group return to its pre-pandemic
trajectory, starting with the gradual reopening of hospitality in
most parts of the world and a transition back to near normality in
our trading environments. All our Markets reopened with increasing
footfall and revenue, and our Media business experienced a marked
recovery in digital advertising. The shadow of Covid-19 in H1
stalled this momentum with further disruption as the rapid spread
of the Omicron variant in the winter months resulted in new
restrictions and another dent in consumer activity; however, the
key spring and summer months saw a period of encouraging progress
and recovery.
The Group's net revenue increased by 47% to GBP55.4m (2021 18m:
GBP37.8m), albeit from a comparative period that was severely
impacted by Covid-19. Gross margin was maintained at 80% as we
temporarily resumed an element of our UK print products, which
ceased in June 2022. Operating expenses continue to be monitored to
ensure optimal Market profitability. These combined to produce an
improvement in the Divisional Adjusted EBITDA of GBP3.9m (2021 18m:
GBP15.9m Adjusted EBITDA loss). Corporate costs increased to
GBP2.7m against a comparative (2021 18m: GBP1.6m) that benefitted
from temporary Covid-19 related cost savings. This resulted - for
the first time since becoming a listed company in 2016 - in a
positive Group Adjusted EBITDA of GBP1.2m (2021 18m: GBP17.6m Group
Adjusted EBITDA loss).
At the beginning of September 2022 Patrick Foley commenced his
role as Chief Financial Officer, replacing Neil Wood who had been
acting as Interim CFO. Patrick brings over 20 years' financial and
commercial experience and broad sector background in Media,
Technology and Software Development. He joins from Sahara
Presentation Systems Ltd / Boxlight Corporation where he was CFO;
previously, he has held various senior roles including that of CFO,
COO and Interim CEO at Arts Alliance Media Ltd; prior to that he
was VP Finance for Universal Pictures International. Patrick
qualified as a Chartered Management Accountant and holds an MSc
degree in Strategic Business Management from Manchester
Metropolitan University.
Time Out Market trading overview
12 months 18 months
ended ended
30 June 30 June
2022 2021
GBP'000 GBP'000
Owned operations 24,734 10,112
Management fees 4,190 2,121
------------------------------------------ ---------- ----------
Net revenue 28,924 12,233
------------------------------------------ ---------- ----------
Gross profit 24,081 10,272
Gross margin % 83% 84%
Adjusted operating expenditure (trading)
(2) (17,320) (14,323)
------------------------------------------ ----------
Trading EBITDA(1) 6,761 (4,051)
Market central costs (4,524) (4,367)
Pre-opening costs (12) -
------------------------------------------ ---------- ----------
Adjusted EBITDA(2) 2,225 (8,418)
========================================== ========== ==========
(1) Trading EBITDA represents the Adjusted EBITDA from owned and
operated markets post opening, Management Agreement fees, 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.
(2) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management uses to aid understanding of the underlying
business performance. See note 4 for reconciliation to statutory
numbers.
Time Out Market net revenue increased materially to GBP28.9m
(2021 18m: GBP12.2m) and generated Adjusted EBITDA of GBP2.2m (2021
18m: GBP8.4m Adjusted EBITDA loss) as the hospitality sector
emerged from the severe restrictions experienced for the majority
of the comparative period, despite some restrictions still in place
in the first few months of the financial year. The easing of
international travel restrictions has seen tourists return to the
cities in which we operate, and people going out once again, as
well as returning to offices, have all helped drive this revenue
growth and a return to steady trading. Operating expenses continue
to be monitored to ensure optimal Market profitability. Market
central costs have increased as we further strengthened the Time
Out Market team facilitating both growth in our existing Markets
and to drive our global expansion.
Sandy Hayek - previously Time Out Market Dubai General Manager -
was promoted in May to Time Out Market Co-CEO Operations with a
focus on day-to-day management across our existing locations.
Working alongside Sandy is Time Out Market Co-CEO Development Jay
Coldren, who focuses on continued global expansion. He brings a
strong background in development and expansion as well as more than
30 years of hospitality experience spanning restaurants, boutique
hotels and gourmet retail. Until 30 September 2022, this role was
held by Didier Souillat who left the business to explore new
opportunities.
Time Out Market is a food and cultural market that brings the
best of the city under one roof - it offers a curated mix of a
city's best chefs and as we have reopened our Markets, we have
restored exceptional chef line-ups. In the second half of the
period alone, around 30 new concessions signed across all Markets
including James Beard award-winning Chef Michelle Bernstein who
brought Little Liberty to Time Out Market Miami; Luella's Southern
Kitchen by Chef Darnell Reed (a James Beard semi-finalist) at Time
Out Market Chicago; and Time Out Market Lisbon welcomed Chef
Vincent Farges - one of the city's top chefs with a Michelin star
in his own local restaurant.
Time Out Market not only offers culinary but also cultural
experiences, which is a key differentiator and helps drive
high-value footfall as well as media attention. In the period,
numerous activations took place from local live bands and DJs to
comedy nights. Other cultural highlights included a giant mural,
paying tribute to late designer Virgil Abloh, at Time Out Market
Chicago; an NFT digital art exhibit at Time Out Market Miami to
coincide with Miami Art Week; and Time Out Market Dubai's first
Wine Market.
Alongside seven existing Markets, as part of the global
expansion plans there is a significant pipeline of new locations
signed as well as several in advanced negotiations. This is a
result of ongoing interest from landlords and real estate
developers who value Time Out Market as a concept that can
transform spaces and drive consumer footfall. Our engagement with
landlords has continued, albeit with the conclusion of new
Management Agreements being delayed due to pandemic-related
restrictions earlier in the financial year. The opening of the
Markets in Montreal in 2019 and of Dubai in 2021 commenced the
Group's first Management Agreements which offers further expansion
opportunities. Under a Management Agreement, the real estate
partner funds all capital and operational expenditure with the
Group receiving a pre-development fee and share of revenue and
profit. This has grown as an important part of the portfolio mix as
Time Out Market continues to its global expansion. Furthermore, we
have evolved our systematic approach to sourcing new opportunities,
designed to accelerate the rate of new signings. As a result, we
expect to sign more Management Agreements in the year ahead and
beyond as they represent a key focus area and growth engine,
increasing the Group's recurring earnings stream, without the
need
for further capital expenditure .
Between May and November 2022, four Management Agreements were
signed: In May 2022, we announced that we have entered into an
agreement with real estate developer Hankyu Hanshin Properties
Corporation to open Time Out Market Osaka in 2025. An agreement
with V&A Waterfront Holdings Ltd was signed in October 2022 to
bring Time Out Market to Cape Town towards the end of 2023. In
November 2022 agreements were signed with QuadReal Property Group
and Westbank to open Time Out Market Vancouver at the end of 2024
and with Diriyah Gate Development Authority (DGDA) to open the new
Time Out Market Riyadh at Diriyah Gate which is forecast to open in
2027. Furthermore, we have agreed Head of Terms for three locations
with the initial feasibility costs being met by the prospective
Management Agreement partner.
The current opening pipeline for new Markets, in addition to
seven existing locations, includes:
-- Porto (Owned & Operated) - calendar 2023
-- Cape Town (Management Agreement) - calendar 2023
-- Vancouver (Management Agreement) - calendar 2024
-- Abu Dhabi (Management Agreement) - calendar 2025
-- Prague (Management Agreement) - calendar 2025
-- Osaka (Management Agreement) - calendar 2025
-- Riyadh (Management Agreement) - calendar 2027
Time Out Media trading overview
12 months 18 months
ended ended
30 June 30 June
2022 2021
GBP'000 GBP'000
Digital advertising 17,928 14,923
Print 3,378 4,516
Live events 1,098 131
Local Marketing Solutions 1,161 1,762
------------------------------------ ---------- ----------
Advertising sales 23,565 21,332
Affiliates 1,414 1,882
Offers 826 1,287
Franchises 674 1,069
Net revenue 26,479 25,570
------------------------------------ ---------- ----------
Gross profit 20,502 19,898
Gross margin % 77% 78%
Adjusted operating expenditure (1) (18,798) (27,426)
Adjusted EBITDA(1) 1,704 (7,528)
==================================== ========== ==========
(1) Adjusted measures are stated before interest, taxation,
depreciation, amortisation, share-based payments, exceptional items
and profit/(loss) on the disposal of fixed assets. These are APMs
that management use to aid understanding of the underlying business
performance. See note 4 for reconciliation to statutory
numbers.
Time Out Media trading was encouraging in the year with net
revenue up 4% to GBP26. 5m (2021 18m: GBP25.6m) generating Adjusted
EBITDA of GBP1.7m (2021 18m: GBP7.5m Group Adjusted EBITDA loss) .
Digital revenue continued to grow and recovered to pre-pandemic
levels, supplemented by selective print products in the UK, Spain,
and Portugal, which slightly diluted gross margin for the year due
to the higher cost of delivering print solutions.
June 2022 saw the last regular Time Out London print magazine as
part of a shift towards a digital-first multi-platform strategy. As
a result, the majority of the 333 cities in which we cover content
are now fully digital, with only monthly print issues in Barcelona
and quarterly in Madrid and Lisbon (and in a few cities within our
franchise network). While this approach has incurred additional
costs this year, we are already seeing the benefit of a focused
digital offering, with a sales team driving and attracting higher
margin digital advertising as well as more bespoke creative
campaigns .
On the back of strong relationships with direct and agency
partners, the Creative Solutions team delivered big-ticket
campaigns in the period, across multiple territories and multiple
platforms. This included working with the likes of Diageo, Samsung,
Google, Transport for London, Visit California and Mastercard to
name a few. Many of these campaigns had a 360-degree approach
spanning all of Time Out's digital channels plus Live Events, which
rebounded in the period. To leverage the synergies between Time Out
Media and Time Out Market, we increasingly host Live Events for
clients in our Markets which is a unique proposition, attracting
new clients and increased advertiser spend. One example is the
Oscars Watch Party at Time Out Market New York as part of a
campaign for Visit California and LA Tourism.
Our "best of the city" content is now being distributed across
an increasing range of digital channels spanning websites, mobile,
email, social media and video. A key element of our strategy is a
focus on short-form video for mobile consumption, and therefore
filmed in portrait mode; this is an area we have invested in as it
is increasingly the preferred medium in which our audience engages
with the world around them. As such, we have made a leap forward in
developing Time Out's video storytelling with the launch of several
short-form video series; these include series called Behind the
Scenes, 48 Hours In..., Secrets of Your City and Hype Dish. The
videos are published onsite, via Instagram Reels and TikTok. The
latter is the fastest growing channel for Time Out London and
within one year has seen follower numbers go from zero to almost
100,000 in June 2022 when we delivered the first commercial TikTok
video for FreeNow.
We are doing much to grow our global brand audience(1) , which
went up 19% to 72m (2021 18m: 60m). In a period of disruption of
the leisure industry this is testament to the continued relevance
and authority of our brand and content, attracting a valuable,
active audience. In a world with too much information, this
audience values that we curate the best of the city for them and
that we deliver our content to them across the digital channels
where they are now. Partnerships with leading media and content
brands such as Apple News drive additional traffic to our content
and we have also continued to see significant viewing numbers for
editorial campaigns such as World's Coolest Neighbourhoods and Best
Cities rankings - these are annual stories which have built
authority and interest, driving traffic as well as hundreds of
pieces of press coverage and thereby global earned media.
(1) Global brand audience is the estimated monthly average in
the period including all Owned & Operated cities and
franchises. It includes print circulation and unique website
visitors (Owned and operated), unique social users (as reported by
Facebook and Instagram with social followers on other platforms
used as a proxy for unique users), social followers (for other
social media platforms), opted-in members and Market visitors. The
metric for the 18-month period ended 30 June 2021 of 60.3m
(previously 64.5m) has been restated to exclude data in respect of
franchisee countries where the information is no longer reliably
obtainable and to reflect a change in the measurement of opted-in
members.
Financial Review
12 months 18 months
ended ended
30 June 30 June
2022 2021
GBP'000 GBP'000
Gross revenue 72,933 44,896
Concessionaire share (17,530) (7,093)
------------------------------------- ---------- ----------
Net revenue 55,403 37,803
Gross profit 44,583 30,170
80% 80%
Administrative expenses (58,724) (90,717)
------------------------------------- ---------- ----------
Operating loss (14,141) (60,547)
Operating loss (14,141) (60,547)
Depreciation & amortisation
- Intangible assets 2,540 6,168
- Property, plant and equipment 6,575 10,449
- Right-of-use assets 2,065 4,952
Share-based payments 1,817 1,480
Exceptional items 2,316 19,894
Loss on disposal of property, plant
and equipment 47 36
Adjusted EBITDA(1) 1,219 (17,568)
---------- ----------
Finance income 8 35
Finance costs (5,329) (10,544)
Loss before tax (19,462) (71,056)
------------------------------------- ---------- ----------
(1) Adjusted EBITDA is operating loss stated before interest,
taxation, depreciation, amortisation, share-based payments,
exceptional items and profit/(loss) on the disposal of fixed
assets. This is an APM that management use to aid understanding of
the underlying business performance. See note 4 for reconciliation
to statutory numbers.
Revenue and gross profit
Group gross revenue for the period increased by 62% to GBP72.9m
(2021 18m: GBP45.0m) as the business recovered from the effect of
the Covid-19 pandemic. The year began strongly as restrictions
eased, international travel resumed and our audience once again
began enjoying their cities. However in early December, the Omicron
variant resulted in renewed restrictions which had a severe impact
on our seasonally higher performing December period. This trickled
into the second half of the year with trading returning over the
rest of the year. Despite this, Group gross profit as a percentage
of net revenue is consistent at 80%.
Market performance drove the increase in revenue with our
markets open more consistently over the year, supplemented by the
revenue generated from signing Heads of Terms in respect of future
Management Agreement Markets. Media revenue progressed to a
recovery to pre-pandemic levels of business as digital revenue
returned with increased consumer confidence, driving an increase
across other revenue streams, in particular Live Events which
delivered GBP1.1m revenue in the year from a very low base in the
prior period (2021 18m: GBP0.1m). In the year we have invested in
the teams to focus on our Affiliates and Offers business as our
audiences increasingly look for engaging but economical ways to go
out.
Operating expenses
Adjusted Group operating expenses decreased by GBP4.3m to
GBP43.4m (2021 18m: GBP47.7m).
Market Adjusted operating expenses increased by GBP3.1m to
GBP21.9m (2021 18m: GBP18.7m), comprising Trading operating
expenditure increase of GBP3.0m and an increase in Market central
costs of GBP0.2m. Media Adjusted operating expenses decreased by
GBP8.6m to GBP18.8m (2021 18m: GBP27.4m). Corporate costs increased
to GBP2.7m against a comparative (2021 18m: GBP1.6m) that
benefitted from temporary Covid-19 related cost savings.
Overall administrative expenses for the year also includes
GBP0.8m (2021 18m: nil) related to redefining and beginning the
implementation of our digital-first strategy.
Adjusted EBITDA
Group Adjusted EBITDA, which is stated before interest,
taxation, depreciation, amortisation, share-based payments
exceptional items and loss on disposal of fixed assets, improved to
GBP1.2m (2021 18m: GBP17.6m Group Adjusted EBITDA loss). The
material improvement was driven by the significant growth in
revenue as the business begins to recover from the impact of the
pandemic.
Operating loss
The reported operating loss was GBP14.1m (2021 18m: GBP60.5m
loss).
The net exceptional costs of GBP2.3m (2021 18m: GBP19.9m)
includes costs related to a discontinued corporate transaction
(GBP0.8m), staff redundancy costs of staff who left the Group
following the discontinuation of Print in the UK (GBP2.0m), the
contractual exit costs of the former Chief Executive (GBP0.7m) and
a gain on the modification of the Lisbon property lease of GBP0.5m.
The majority of the prior period exceptional costs of GBP19.9m
comprised of the impairment of Media-related goodwill (GBP20.0m),
staff redundancy costs (GBP1.1m), Time Out Market Waterloo exit
costs (GBP0.7m) and fundraising costs (GBP1.0m), offset by the
gains on the modification of property leases (GBP2.4m).
The depreciation charge of GBP8.6m (2021 18m: GBP14.0m)
decreased by GBP5.4m, driven principally by reduced Media office
space in the UK and US.
The amortisation of intangible assets of GBP2.5m (2021 18m:
GBP6.2m) decreased by GBP3.7m principally due to certain acquired
intangible assets now being fully amortised.
Net finance costs
Net finance costs of GBP5.3m (2021 18m: GBP10.5m) primarily
relates to interest on debt of GBP2.4m (2021 18m: GBP4.8m),
amortisation of deferred financing costs of GBP0.2m (2021 18m:
GBP0.4m) and interest cost in respect of lease liabilities of
GBP2.6m (2021 18m: GBP4.9m).
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 $1.34 (2021: $1.32). The operations reporting in
euros have been consolidated at a rate of EUR1.18 (2021:
EUR1.14).
Cash and debt
30 June 30 June
2022 2021
GBP'000 GBP'000
Cash and cash equivalents 4,849 19,070
Borrowings (21,978) (23,517)
--------- ---------
Adjusted net debt (17,129) (4,447)
IFRS 16 Lease liabilities (27,420) (22,453)
--------- ---------
Net cash debt (44,549) (26,900)
--------- ---------
Cash and cash equivalents decreased by GBP14.2m since 30 June
2021 to GBP4.8m (2021: GBP19.1m). This was driven primarily by the
Group Adjusted EBITDA of GBP1.2m (2021 18m: GBP17.6m Group Adjusted
EBITDA loss), exceptional costs cash outflow of GBP2.8m (2021 18m:
GBP2.2m), net working capital outflow of GBP2.6m (2021 18m:
GBP24.1m), capital expenditure of GBP1.8m (2021 18m: GBP5.3m), net
repayment of capital and interest on borrowings of GBP3.7m (2021
18m: GBP18.6m) and the repayment of lease liabilities of GBP4.0m
(2021 18m: GBP6.7m).
Essential Market capital expenditure of GBP0.2m was undertaken
to ensure the markets remain Covid-safe and GBP0.6m invested in the
initial stages of the development of Time Out Market Porto. Media
invested GBP0.7m (2021 18m: GBP0.6m) in capitalised software
development costs to support the Group's increasingly important
digital platforms and GBP0.4m in the reopening of all offices.
At 30 June 2022 borrowings comprise principally the fully drawn
Incus Capital Finance facility of GBP20.9m (2021: GBP19.0m). The
facility was fully repaid on 30 November 2022.
On 24 August, the Group agreed an unsecured loan facility of up
to GBP8.0 million with Oakley Capital Investments Limited ("OCI").
The drawn balance on this facility as 30 November 2022 of GBP5.2m
has been converted to a loan note ("OCI Loan Note") and extended to
31 December 2023. Interest will be charged at a 90 day average
SONIA rate plus 10% per annum, with an arrangement fee of 2% and an
exit premium.
On 24 November 2022, the Group agreed a new EUR35.0m secured
four-year term loan facility with Crestline Europe LLP ("Crestline
facility") which will be used to refinance the Incus Capital
Facility. The facility has a term of four years, with the right to
settle in full after two years. Interest may be capitalised or paid
in cash, at the election of the Company, during the first year at a
rate of 9.5% plus 3-month EURIBOR and from the second year onwards
interest will be paid in cash at a rate of 8.5% plus 3-month
EURIBOR. There will separately be an exit premium payable upon full
repayment of the facility, calculated by reference to the principal
amount drawn. The facility is subject to quarterly financial
covenants based on minimum liquidity levels (quarterly testing
commencing on 31 December 2022) and target leverage ratio
(quarterly testing commencing on 30 June 2023).
The Company has also executed an equity warrant instrument and
agreed to issue 11,400,423 equity warrants on 30 November 2022 and
a further 2,264,468 at full drawdown of the Loan Note Facility (in
total representing approximately 3.6% of its fully diluted share
capital) to the Crestline subscribers. The five-year equity
warrants, which have customary anti-dilution protections, have an
exercise price of 39 pence per ordinary share.
Going concern
The financial statements have been prepared under the going
concern basis of accounting as the Directors have a reasonable
expectation that the Group and Company will continue in operational
existence and be able to settle their liabilities as they fall due
for the foreseeable future, being a period of not less than one
year from the date of approval of the financial statements
("forecast period"). In making this determination, the Directors
have considered the financial position of the Group, projections of
its future performance and the financing facilities that are in
place.
In making this assessment the Directors have considered two
scenarios over the forecast period:
The base case assumes a slow but steady period of growth across
both Market and Media. Market revenue is assumed to improve driven
by Time Out Market Lisbon returning to pre-pandemic trading levels
and other O&O markets progressing towards steady-state trading
levels by the end of the forecast period. Our strong Management
Agreement pipeline is also forecast to deliver incremental revenue
in the forecast period. Media revenue is assumed to return to
pre-pandemic levels driven by a focus in high-margin digital-first
offerings complemented by the return of Live Events, Affiliate and
Offers revenue. This scenario does assume an appropriate element of
cost inflation but does not include the impact of extended global
economic uncertainty or further pandemic-related restrictions. The
downside case sensitises the base case to assume that the Market
Owned & Operated revenue and Media revenue underperforms the
base case by 10% while maintaining the base case gross margin, with
no corresponding reduction in budgeted operating costs over the
forecast period. Consistent with the base it also assumes an
appropriate element of cost inflation but does not include the
impact of extended global economic uncertainty or further
pandemic-related restrictions.
The Directors consider the downside case reduction in revenue
for each division to be unlikely given recent performance, however
with the uncertainty created by inflationary and recessionary
factors this scenario is considered severe but plausible.
As set out earlier, the Group has successfully refinanced the
Incus Capital loan facility which was fully settled on 30 November.
EUR5.8m of the new EUR35.0m Crestline facility remains undrawn and
the agreement allows for the facility to be extended to EUR47.5m by
mutual consent.
The Board is satisfied that under both scenarios the Group will
be able to operate within the level of its current debt and
financial covenants and will have sufficient liquidity to meet its
financial obligations as they fall due for a period of at least 12
months from the date of signing these financial statements. For
this reason, the Group and Company continue to adopt the going
concern basis in preparing its financial statements.
Outlook
The post pandemic recovery has continued in the new financial
year, with revenue growth in both Time Out Group divisions meeting
management expectations in Q1. Given the near-term weaker economic
outlook, rising inflation and geo-political uncertainty, the Board
recognises the head winds the Group may face in FY2023. However, it
is cautiously optimistic given the increasing engagement of global
brands seeking our multi-channel advertising solutions and the
recent record trading days within the Time Out Market
portfolio.
In contrast to most media and hospitality operators, Time Out
Group is building a valuable long term recurring earnings stream.
Already in place are eight Time Out Market management agreements,
either open (two) or signed (six) with a term of at least 10 years,
which will generate a contracted minimum aggregate contribution to
EBITDA of c.GBP13m per annum when all are operational. Driven by
the appeal of the concept and the increased resource committed to
new site development, the signing of new Market management
agreements in cities around the world is expected to accelerate in
2023 and beyond.
With a strengthened balance sheet, the Company is in a position
to continue to execute its ambitious plans and deliver further
profitable growth.
Chris Ohlund
Group Chief Executive
6 December 2022
Consolidated Income statement
12 months ended 30 June 2022
12 months 18 months
ended ended
30 June 30 June
Note 2022 2021
---------- ----------
GBP'000 GBP'000
1,
Gross revenue 4 72,933 44,897
Cost of sales 4 (28,350) (14,727)
----------
Gross profit 44,583 30,170
Administrative expenses (58,724) (90,717)
---------- ----------
Operating loss (14,141) (60,547)
Finance income 8 35
Finance costs (5,329) (10,544)
----------
Loss before income tax 4 (19,462) (71,056)
Income tax (charge)/credit (97) 507
----------
Loss for the period (19,559) (70,549)
---------- ----------
Loss for the period attributable
to:
Owners of the parent (19,553) (66,770)
Non-controlling interests (6) (3,779))
(19,559) (70,549)
---------- ----------
Loss per share:
Basic and diluted loss per share (p) 6 (5.9) (27.9)
Consolidated Statement of Other Comprehensive Income
12 months ended 30 June 2022
12 months 18 months
ended ended
30 June 30 June
2021 2021
---------- ----------
GBP'000 GBP'000
Loss for the period (19,559) (70,549)
Other comprehensive income:
Items that may be subsequently reclassified
to the profit or loss:
Currency translation differences 4,803 (2,458)
Other comprehensive income/(expense) for
the period, net of tax 4,803 (2,458)
Total comprehensive expense for the period (14,756) (73,007)
---------- ----------
Total comprehensive expense for the period
attributable to:
Owners of the parent (14,748) (69,360)
Non-controlling interests (8) (3,647)
(14,756) (73,007)
---------- ----------
Condensed Consolidated Statement of Financial Position
At 30 June 2022
30 June 30 June
Note 2022 2021
---------- ----------
GBP'000 GBP'000
Assets
Non-current assets
Intangible assets - Goodwill 29,893 28,911
Intangible assets - Other 8,219 10,253
Property, plant and equipment 37,851 39,037
Right-of-use assets 20,490 17,031
Other receivables 3,554 3,197
100,007 98,429
---------- ----------
Current assets
Inventories 986 995
Trade and other receivables 14,906 9,932
Cash and cash equivalents 7 4,849 19,070
20,741 29,997
---------- ----------
Total assets 120,748 128,426
---------- ----------
Liabilities
Current liabilities
Trade and other payables (14,872) (11,286)
Borrowings 7 (21,131) (5,395)
Lease liabilities 7 (5,056) (985)
(41,059) (17,666)
---------- ----------
Non-current liabilities
Trade and other payables - (1,158)
Deferred tax liability (1,158) (1,185)
Borrowings 7 (847) (18,122)
Lease liabilities 7 (22,364) (21,468)
(24,369) (41,933)
---------- ----------
Total liabilities (65,428) (59,599)
---------- ----------
Net assets 55,320 68,827
---------- ----------
Equity
Called up share capital 9 336 332
Share premium 185,563 185,563
Translation reserve 7,862 3,057
Capital redemption reserve 1,105 1,105
Retained earnings / (losses) (139,522) (121,182)
Total parent shareholders' equity 55,344 68,875
---------- ----------
Non-controlling interest (24) (48)
Total equity 55,320 68,827
---------- ----------
Condensed Consolidated Statement of Changes in Equity
At 30 June 2022
Called
up Capital Retained Total parent Non-
Share Share Translation Redemption earnings/ Shareholders' Controlling Total
capital premium reserve reserve (losses) equity interest equity
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1
January 2020 148 123,290 5,647 1,105 (47,420) 82,770 (4,873) 77,897
Changes in
equity
Loss for the
period - - - - (66,770) (66,770) (3,779) (70,549)
Other
comprehensive
income - - (2,590) - - (2,590) 132 (2,458)
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Total
comprehensive
income - - (2,590) - (66,770) (69,360) (3,647) (73,007)
Share-based
payments - - - - 1,480 1,480 - 1,480
Adjustment
arising on
change
of
non-controlling
interest - - - - (8,472) (8,472) 8,472 -
Issue of shares 184 62,273 - - - 62,457 - 62,457
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Balance at 30
June 2021 332 185,563 3,057 1,105 (121,182) 68,875 (48) 68,827
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Changes in
equity
Loss for the
period - - - - (19,553) (19,553) (6) (19,559)
Other
comprehensive
income - - 4,805 - - 4,805 (2) 4,803
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Total
comprehensive
income - - 4,805 - (19,553) (14,748) (8) (14,756)
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Share-based
payments - - - - 1,817 1,817 - 1,817
Adjustment
arising on
change
of
non-controlling
interest (604) (604) 32 (572)
Issue of new
shares 4 - - - - 4 - 4
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Balance at 30
June 2022 336 185,563 7,862 1,105 (139,522) 55,344 (24) 55,320
-------- --------- ------------ ----------- ---------- -------------- ------------ ---------
Condensed Consolidated Statement of Cash Flows
12 months ended 30 June 2022
12 months 18 months
ended ended
30 June 30 June
Note 2022 2021
---------- ----------
GBP'000 GBP'000
Cash flows from operating activities
Cash used in operations 8 (4,544) (20,219)
Interest paid (2,497) (5,430)
Tax paid - (311)
Net cash used in operating activities (7,041) (25,960)
Cash flows from investing activities
Purchase of property, plant and equipment (1,173) (3,108)
Purchase of intangible assets (740) (2,145)
Interest received 2 35
Net cash used in investing activities (1,911) (5,218)
Cash flows from financing activities
Repayment of borrowings (1,505) (22,500)
Proceeds from borrowings 254 3,865
Repayment of lease liabilities (4,035) (6,731)
Acquisition of minority interest (203) -
Costs relating to share issues - (1,835)
Proceeds from share issue - 64,148
Net cash from financing activities (5,489) 36,947
Increase/(decrease) in cash and cash
equivalents (14,441) 5,769
Cash and cash equivalents at beginning
of period 19,070 13,420
Effect of foreign exchange rate change 220 (119)
Cash and cash equivalents at end
of period 4,849 19,070
---------- ----------
Notes to the condensed consolidated statements
1. Preliminary Information
The consolidated financial statements of Time Out Group PLC for
the year ended 30 June 2022 were authorised by the Board on 6
December 2022. Comparative information covers the 18 months ended
30 June 2021.
While the financial information included in these summarised
financial statements has been prepared in accordance with the
recognition and measurement criteria of UK-adopted International
Accounting Standards ("IAS") and with the requirements of the
Companies Act 2006 as applicable to companies reporting under those
standards, this announcement does not itself contain sufficient
information to comply with lASs and IFRSs. The Company expects to
publish full financial statements that comply with lASs and IFRSs
in December 2022.
The financial information set out above does not constitute the
Company's statutory accounts for the year ended 30 June 2022 but is
derived from those accounts. The statutory accounts for this period
will be finalised on the basis of the financial information
presented by the directors in this preliminary announcement and
will be delivered to the Registrar of Companies following the
Company's Annual General Meeting. The external auditor has reported
on the accounts and their report did not contain any statements
under Section 498 of the Companies Act 2006.
The financial information is prepared under the historical cost
basis, unless stated otherwise in the accounting policies.
Alternative performance measures
The Group uses alternative performance measures ("APM") to help
management and analysts to assess the underlying business before
one-off and non-cash items. These include:
-- Adjusted EBITDA is calculated as profit or loss before
interest, taxation, depreciation, amortisation, share-based
payments, exceptional items and profit/(loss) on the disposal of
fixed assets.
-- Adjusted net debt excludes the lease liabilities recognised
in accordance with IFRS 16 "Leases".
-- Net revenue is calculated as gross revenue less the share of
concessionaire revenue, further detailed in Note 4.
Going Concern
The financial statements have been prepared under the going
concern basis of accounting as the Directors have a reasonable
expectation that the Group and Company will continue in operational
existence and be able to settle their liabilities as they fall due
for the foreseeable future, being a period of not less than one
year from the date of approval of the financial statements
("forecast period"). In making this determination, the Directors
have considered the financial position of the Group, projections of
its future performance and the financing facilities that are in
place.
In making this assessment the Directors have considered two
scenarios over the forecast period:
The base case assumes a slow but steady period of growth across
both Market and Media. Market revenue is assumed to improve driven
by Time Out Market Lisbon returning to pre-pandemic trading levels
and other O&O markets progressing towards steady-state trading
levels by the end of the forecast period. Our strong Management
Agreement pipeline is also forecast to deliver incremental revenue
in the forecast period. Media revenue is assumed to return to
pre-pandemic levels driven by a focus in high-margin digital-first
offerings complemented by the return of Live Events, Affiliate and
Offers revenue. This scenario does assume an appropriate element of
cost inflation but does not include the impact of extended global
economic uncertainty or further pandemic-related restrictions. The
downside case sensitises the base case to assume that the Market
Owned & Operated revenue and Media revenue underperforms the
base case by 10% while maintaining the base case gross margin, with
no corresponding reduction in budgeted operating costs over the
forecast period. Consistent with the base it also assumes an
appropriate element of cost inflation but does not include the
impact of extended global economic uncertainty or further
pandemic-related restrictions.
The Directors consider the downside case reduction in revenue
for each division to be unlikely given recent performance, however
with the uncertainty created by inflationary and recessionary
factors this scenario is considered severe but plausible.
As set out earlier, the Group has successfully refinanced the
Incus Capital loan facility which was fully settled on 30 November.
EUR5.0m of the new EUR35.0m Crestline facility remains undrawn and
the agreement allows for the facility to be extended to EUR47.5m by
mutual consent.
The Board is satisfied that under both scenarios the Group will
be able to operate within the level of its current debt and
financial covenants and will have sufficient liquidity to meet its
financial obligations as they fall due for a period of at least 12
months from the date of signing these financial statements. For
this reason, the Group and Company continue to adopt the going
concern basis in preparing its financial statements.
2. Accounting policies
The same accounting policies and methods of computation are
followed in these condensed set of financial statements as applied
in the Group's latest annual audited financial statements.
3. Exchange rates
The significant exchange rates to UK Sterling for the Group are
as follows:
12 months
ended 18 months ended
30 June 2022 30 June 2021
Closing Average Closing Average
rate rate rate rate
-------- -------- -------- --------
US dollar 1.21 1.34 1.38 1.32
Euro 1.16 1.18 1.16 1.14
Australian dollar 1.76 1.84 1.84 1.85
Singaporean dollar 1.69 1.82 1.86 1.80
Hong Kong dollar 9.52 10.45 10.75 10.23
Canadian dollar 1.56 1.69 1.71 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 marketing solutions, live events tickets and
sponsorship, commissions generated from e-commerce transactions,
and fees from our franchise partners.
12 months ended 30 June 2022
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross revenue 46,454 26,479 - 72,933
Concessionaire share (17,530) - - (17,530)
----------------------------------- --------- --------- ---------- ---------
Net revenue 28,924 26,479 - 55,403
----------------------------------- --------- --------- ---------- ---------
Gross profit 24,081 20,502 - 44,583
Administrative expenses (29,921) (22,728) (6,075) (58,724)
----------------------------------- --------- ---------
Operating loss (5,840) (2,226) (6,075) (14,141)
Operating loss (5,840) (2,226) (6,075) (14,141)
Amortisation of intangible assets 14 2,526 - 2,540
Depreciation of property, plant
and equipment 6,425 150 - 6,575
Depreciation of right-of-use
assets 2,017 48 - 2,065
Loss on disposal of fixed assets - 47 - 47
----------------------------------- --------- --------- ---------- ---------
EBITDA (loss)/ gain 2,616 545 (6,075) (2,914)
Share-based payments - - 1,817 1,817
Exceptional items (391) 1,159 1,548 2,316
Adjusted EBITDA (loss)/ gain 2,225 1,704 (2,710) 1,219
--------- --------- ----------
Finance income 8
Finance costs (5,329)
---------
Loss before income tax (19,462)
Income tax credit (97)
Loss for the period (19,559)
---------
Gross revenue represents the total value of all food, beverage
and retail sales transactions in relation to the North American
markets, the Group's share of sales transactions in relation to the
Lisbon market and any Management Agreement fees. Net revenue is
calculated as gross revenue less the concessionaires' share of
revenue.
18 months ended 30 June 2021
Time Out Time Out Corporate
Market Media costs Total
GBP'000 GBP'000 GBP'000 GBP'000
Gross revenue 19,327 25,570 - 44,897
Concessionaire share (7,094) - - (7,094)
----------------------------------- --------- --------- ---------- ---------
Net revenue 12,233 25,570 - 37,803
----------------------------------- --------- --------- ---------- ---------
Gross profit 10,272 19,898 - 30,170
Administrative expenses (32,821) (55,909) (1,987) (90,717)
----------------------------------- ---------
Operating loss (22,549) (36,011) (1,987) (60,547)
Operating loss (22,549) (36,011) (1,987) (60,547)
Amortisation of intangible assets 1,767 4,401 - 6,168
Depreciation of property, plant
and equipment 10,038 411 - 10,449
Depreciation of right-of-use
assets 3,548 1,404 - 4,952
----------------------------------- --------- --------- ---------- ---------
EBITDA loss (7,196) (29,795) (1,987) (38,978)
Share-based payments - 1,480 - 1,480
Exceptional items (1,257) 20,786 365 19,894
Loss on disposal of fixed assets 35 1 - 36
----------------------------------- --------- --------- ---------- ---------
Adjusted EBITDA loss (8,418) (7,528) (1,622) (17,568)
----------------------------------- --------- --------- ---------- ---------
Finance income 35
Finance costs (10,544)
---------
Loss before income tax (71,056)
Income tax charge 507
Loss for the period (70,549)
---------
Gross revenue is analysed geographically by origin as
follows:
12 months 18 months
ended ended
30 June 30 June
2022 2021
---------- ----------
GBP'000 GBP'000
Europe 25,826 20,097
Americas 41,703 19,870
Rest of World 5,404 4,930
72,933 44,897
---------- ----------
5. Exceptional items
Exceptional items are analysed as follows:
18 months
12 months ended
ended 30 30 June
June 2022 2021
----------- ----------
GBP'000 GBP'000
Restructuring costs 1,958 1,224
Gain on recognition / derecognition of
right-of-use asset and related lease liability (475) (2,339)
Discontinued corporate transaction costs 833 -
Time Out Market Waterloo exit costs - 696
Property lease exit costs - 163
Fundraising costs - 96
Write-off of deferred financing costs - 54
Impairment of goodwill - 20,000
2,316 19,894
----------- ----------
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.
12 months 18 months
ended ended
30 June 30 June
2022 2021
------------ ------------
Number Number
Weighted average number of ordinary shares
for the purpose of basic and diluted loss
per share 334,198,517 239,394,965
GBP'000 GBP'000
Losses from continuing operations for the
purpose of loss per share (19,553) (66,770)
Pence Pence
Basic and diluted loss per share (5.9) (27.9)
7. Cash and debt
30 June 30 June
2022 2021
--------- ---------
GBP'000 GBP'000
Cash and cash equivalents 4,849 19,070
Borrowings (21,978) (23,517)
--------- ---------
Adjusted net debt (17,129) (4,447)
IFRS 16 Lease liabilities (27,420) (22,453)
--------- ---------
Net debt (44,549) (26,900)
--------- ---------
Borrowings comprise principally the Incus Capital Finance loan
facility, which was fully repaid on 30 November 2022. Post
financial year-end this was refinanced by a new EUR35.0m secured
four-year term loan facility with Crestline Europe LLP. See note 10
for full details.
8. Notes to the cash flow statement
Reconciliation of loss before income tax to cash used in
operations
12 months 18 months
ended ended
31 December 30 June
2021 2021
------------- ----------
GBP'000 GBP'000
Loss before income tax (19,462) (71,056)
Add back:
Net finance costs 5,321 10,509
Share-based payments 1,817 1,480
Depreciation charges 8,640 15,401
Amortisation charges 2,540 6,168
Loss on disposal of property, plant and
equipment 47 36
Impairment of goodwill - 20,000
Time Out Market Waterloo exit costs - 696
Gain on recognition / derecognition of
right-of-use asset and related lease liability (475) (2,339)
Other non-cash movements (67) 54
Increase in inventories 18 325
Decrease/(increase) in trade and other
receivables (3,961) 8,302
(Decrease)/increase in trade and other
payables 1,038 (9,795)
------------- ----------
Cash used in operations (4,544) (20,219)
------------- ----------
9. Share capital
Nominal
value per 30 June 30 June
share 2021 2021
------------ ------------
Number Number
Ordinary shares 335,870,417 331,960,417
Aggregate amounts 335,870,417 331,960,417
------------ ------------
GBP'000 GBP'000
Ordinary shares GBP0.001 336 332
Aggregate amounts 336 332
------------ ------------
10. Post balance sheet events
On 24 August, the Group agreed an unsecured loan facility of up
to GBP8.0 million with Oakley Capital Investments Limited ("OCI").
The drawn balance on this facility as 30 November 2022 was GBP5.2m
and has been converted to a loan note "OCI Loan Note") and extended
to 31 December 2023. Interest will be charged at a 90 day average
SONIA rate plus 10% per annum, with an arrangement fee of 2% and an
exit premium.
On 24 November 2022, the Group agreed a new EUR35.0m secured
four-year term loan facility with Crestline Europe LLP ("Crestline
facility") which will be used to refinance the Incus Capital
Facility. The facility has a term of four years, with the right to
settle in full after two years. Interest may be capitalised or paid
in cash, at the election of the Company, during the first year at a
rate of 9.5% plus 3-month EURIBOR and from the second year onwards
interest will be paid in cash at a rate of 8.5% plus 3-month
EURIBOR. There will separately be an exit premium payable upon full
repayment of the facility, calculated by reference to the principal
amount drawn. The facility is subject to quarterly financial
covenants based on minimum liquidity levels (quarterly testing
commencing on 31 December 2022) and target leverage ratio
(quarterly testing commencing on 30 June 2023).
The Company has also executed an equity warrant instrument and
agreed to issue 11,400,423 equity warrants on or around 30 November
2022 and a further 2,264,468 at full drawdown of the Loan Note
Facility (in total representing approximately 3.6% of its fully
diluted share capital) to the Crestline subscribers. The five-year
equity warrants, which have customary anti-dilution protections,
have an exercise price of 39 pence per ordinary share.
11. Principal risks and uncertainties
The 2021 Annual Report sets out on pages 60 and 61 the principal
risks and uncertainties that could impact the business.
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END
FR FELLBLLLBFBD
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