Half-year Results

Markets continued growth with strong performance and accelerating openings - reiterating full year EBITDA expectations.

New £5m convertible loan note instrument at 50p, a 16% premium to current share price.

Time Out Group plc (AIM: TMO), the global media and hospitality business, today announces its unaudited interim results for the six months ended 31 December 2024.

Group financial highlights

• Reported revenue of £50.9m (H1 FY24: £52.5m) a decrease of 3%
• Market net revenue growth of +12% YoY to £36.5m, with like-for-like revenue(1,2) growth of +3%
• Media revenue decreased 19% to £14.4m, (H1 FY24: £17.7m) reflecting broader sector weakness due to US and UK elections. Significantly stronger H2 anticipated.
• Adjusted EBITDA(1,3) of £4.8m (H1 FY24: £6.0m):
• Markets +12% to £6.9m (H1 FY24: £6.1m)
• Media (£0.6m) loss (H1 FY24: £2.5m EBITDA profit)
• Operating loss of £2.6m (H1 FY24: £0.1m loss)

Cash of £4.8m at 31 December 2024 (H1 FY23: £7.1m) and borrowings of £39.9m (H1 FY24: £34.8m), resulted in adjusted net debt(1,4) of £35.0m (H1 FY24 £27.7m). Statutory reported net debt was £74.7m (H1 FY24: £49.0m) including £39.7m of IFRS 16 lease liabilities (H1 FY24: £21.3m)

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

"We anticipate further growth from both new and existing Markets in H2 which, with a more favourable media background post the UK and US election, and careful cost control gives us confidence that we will deliver EBITDA in line with market expectations for the year to June 2025"

Convertible Loan Note Instrument and Related Party Transactions

Today, Time Out entered into a convertible loan note instrument ("CLN") to raise £5.0 million of additional growth capital with its existing shareholder Oakley Capital Limited ("OCL") and Chris Ohlund, CEO of the Company. An initial £2.1m of the instrument has been drawn to fund the Group's continued growth strategy, with potential for future further drawdowns.

The CLN has a maturity date of 31 December 2026 with a conversion price of 50 pence per ordinary share, a 16 per cent. premium to the closing share price as at 20 February 2025. This constitutes an AIM Rule 13 related-party transaction. Further information is included below.

Operational highlights

• Two new Markets opened in the period: Barcelona owned and operated Market in July 2024 and Bahrain management agreement Market in December 2024. Osaka management agreement Market is on track to open on 21 March 2025
• Growing portfolio of ten open Markets of which six are owned and operated and four management agreements
• Six additional Markets contracted and expected to be opened by FY27- a majority of which are management agreements - with a strong pipeline of further opportunities
• As announced on 30 October 2024, the Group continues to progress commercial negotiations on two new owned and operated Markets: in New York and London; further announcements will be made in due course as these projects progress
• Media revenue decrease of 19% was impacted by fewer large deals in H1 versus prior year, predominantly in the USA where fewer RFPs were received in the run-up to the US election, with advertisers citing political and economic uncertainty. Post the election, there has been a material increase, with 3x more RFPs received in January than the monthly average for the previous three months. As a result, the pipeline of potential opportunities for H2 is approximately 20 per cent. larger than at the same point in February 2024
• Global monthly brand reach(5) grew by 35% to 184m, driven by strong social media growth
• 'Out of home' advertising revenue trial in New York Market now delivering revenue
• Confirmed Opex synergies will materially contribute to EBITDA in H2, and in FY26

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

"Having previously announced the intention to operate as one Time Out brand rather than as two discrete business units, we are making good progress in increasing the synergies between the two and cementing Time Out as a unique proposition, both for our audience and for our commercial partners. We have already identified and actioned significant operational synergy efficiencies, which will benefit profitability in both H2 FY25 and FY26. We also increasingly leverage our unique capabilities to offer advertisers live events and activations in addition to growing our out of home Media revenues in Markets.

"Time Out continues to be trusted and relevant for a growing audience as we inspire and enable millions of people every month to experience the best of the city. We continue to grow our Markets revenues and footprint and are developing both new site formats and additional revenue streams for existing Markets. Growing the average deal size within Media has delivered revenue growth and improved EBITDA profitability over the last four years. Having seen a temporary reduction in RFP's prior to the US election, we have taken appropriate actions on costs and remain confident in the long-term performance; a recent material uplift in the volume and value of RFPs gives Media the potential to deliver significantly stronger H2 revenue growth if converted at the same rate as in H2 FY24."

Current Trading and Outlook

The Group has a clear plan to drive like-for-like growth in existing Markets, whilst continuing to convert the strong pipeline of potential new Market sites and Media advertising deals from leading brands.

From 2014 to 2023 the average opening rate was one Market per year. In 2024 we opened three Markets, and in 2025 we expect to open four Markets. In conjunction with Opex synergy savings, achieving revenue growth will materially and rapidly improve the operational gearing of our fixed cost base, creating the potential to grow profitability at a faster rate than sales. We continue to receive approaches from commercial partners keen to work with the Time Out brand and remain confident in our global strategy.

We anticipate growth from both new and existing markets in H2 which with a more favourable media background post the UK and US election and careful cost control gives us confidence that we will deliver EBITDA in line with market expectations for the year to June 25.

596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018., as amended. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Like-for-like revenue is calculated for comparison using FY24 foreign exchange rates to convert both FY24 and FY25 foreign currency revenues.
• 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.
• Adjusted net debt excludes lease-related liabilities under IFRS 16.
• Global monthly brand reach is the estimated monthly average in the year including all Owned & Operated cities and franchises.

Chief Executive's Review

Group overview

Financial summary

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Like-for-like revenue is calculated for comparison using FY24 foreign exchange rates to convert both FY25 and FY24 foreign currency revenues.
• Net revenue is calculated as revenue less concessionaires' share of revenue.
• Gross margin is calculated as gross profit as a percentage of net revenue.
• Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

Net revenue decreased by 2%, with growth in Markets offset by revenue decrease in Media, driven by a temporary reduction -particularly in the US - in the number and value of large creative solution campaigns won in the period.

Divisional Opex increased by 8% or +£1.9m with new owned and operated Markets in Porto and Barcelona adding +£2.7m YoY, partly offset by £0.8m of year-on-year Opex reductions in like-for-like Markets, Media and corporate costs.

Operational synergies implemented in January will materially reduce annual operating costs and support EBITDA profitability for H2 and beyond.

Time Out Market trading overview

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Like-for-like revenue is calculated for comparison using FY24 foreign exchange rates to convert both FY25 and FY24 foreign currency revenues.
• Net revenue is calculated as revenue less concessionaires' share of revenue. Management fees include pre-development fees and operating income.
• Gross margin is calculated as gross profit as a percentage of net revenue.
• Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

Like-for-like revenue increased by 3% and net revenue grew by 12% driven by the new Market openings in Porto (May 2024) and Barcelona.

Adjusted EBITDA increased 12% to £6.9m (2023 £6.1m).

During the period, new Markets were opened in Barcelona in July 2024 (owned and operated) and Bahrain in December 2024 (management agreement). Osaka (management agreement) is on track to open on 21 March 2025. The expected schedule for future openings is as follows:

• 2025: Osaka (MA)
• 2025: Vancouver (MA)
• 2025: Budapest (MA)
• 2025: Abu Dhabi (MA)
• 2027: Prague (MA)
• 2027: Riyadh (MA)

We have a strong pipeline of management agreements at negotiation stage, and expect to sign more in the year ahead. As we grow our portfolio, we continue to optimise operations in existing Markets to further grow revenue and for new sites refine selection criteria based on proven critical success factors, with the objective of improving return on investment and reducing time to completion.

As first announced on 30 October 2024, the Group continues to progress negotiations on two new owned and operated Markets; a smaller format location in New York, and a flagship site in London. Whilst the commercial terms remain unchanged from those previously communicated, the Company has not entered into any legally binding arrangements in relation to either site, so there can therefore be no certainty that the current negotiations will result in subsequent openings.

Time Out Media trading overview

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Like-for-like revenue is calculated for comparison using FY24 foreign exchange rates to convert both FY25 and FY24 foreign currency revenues.
• Gross margin is calculated as gross profit as a percentage of revenue.
• Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

Time Out Media trading was impacted by the lower pipeline of large deals compared to the prior year and following a single one-off deal in the prior year contributing 4% to the decrease. Media in the USA typically delivers the highest deal values; however, in the run-up to the US election the volume and value of RFPs ('request for proposals') was lower than in the prior year. Subsequently the volume of RFPs has materially increased with 3x more being received in January than the monthly average for October to December; as a result the H2 pipeline value of RFPs is 20% higher than prior year levels.

Gross margin increased by +1% to 81% (H1 2024: 80%).

Operational synergies already implemented for H2 FY25 will reduce annual operating costs and support profitability. In addition, the new 'Out of home' advertising revenue trial in our Brooklyn New York Market is now delivering revenue with the opportunity to expand this further globally.

The strategy to focus on social media content has driven strong traffic growth, with global monthly brand reach growth of +35% to 184 million.

As announced on 30 October 2024, the Company has progressed its plans to make investments in technology acceleration. We expect to make these investments through the remainder of calendar 2025, targeting a payback of less than 36 months.

Group Financial Review

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Like-for-like revenue is calculated for comparison using FY24 foreign exchange rates to convert both FY25 and FY24 foreign currency revenues.
• Net revenue is calculated as revenue less concessionaires' share of revenue.
• Gross margin is calculated as gross profit as a percentage of net revenue.
• Adjusted EBITDA is operating loss stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.

Revenue and gross profit

Market net revenues grew 12%

Media revenue decreased 19% to £14.4m (2023: £17.7m)

Gross margins were unchanged at 83%

Administrative expenses and operating loss

Administrative expenses of £34.9m increased by 6% (2023: £32.9m) resulting in the increase of operating loss to £2.6m (2023: £0.1m loss).

The depreciation & amortisation charge of £4.8m (2023: £4.7m) has increased due to the recognition of the Barcelona lease offset by assets becoming fully depreciated.

Exceptional items of £1.1m relate to restructuring costs (2023: £0.8m) and £0.8m of one-off costs relating to the Americas Cup event in Barcelona, including sponsorship and temporary market reconfigurations.

Adjusted EBITDA

Adjusted EBITDA of £4.8m (2023: £6.0m) is stated before interest, taxation, depreciation and amortisation, share-based payment charges, exceptional items, and loss on disposal of fixed assets.

Net finance costs

Net finance costs of £4.2m (2023: £4.5m) primarily relates to interest on debt of £2.5m (2023: £3.2m) and interest cost in respect of lease liabilities of £1.7m (2023: £1.3m).

Foreign exchange

The revenue and costs of Group entities reporting in USD and Euros have been consolidated in these financial statements at an average exchange rate of $1.29 (2023: $1.25) and €1.19 (2023: €1.16) respectively.

Cash and debt

• This is a non-GAAP alternative performance measure ("APM") that management uses to aid understanding of the underlying business performance. See appendix Alternative Performance Measures for a reconciliation to the statutory numbers.
• Adjusted net debt excludes lease-related liabilities under IFRS 16.

Cash and cash equivalents decreased by £1.1m to £4.8m (2024: £5.9m). This was driven primarily by capital expenditure of £5.1m (2023: £3.5m), interest and tax paid £1.8m (2023: £0.8m), lease liability payments of £2.2m (2023: £2.3m) and repayment of borrowings of £0.1m (2023: £1.9m proceeds from borrowings) offset by cashflow from operations of £0.4m (2023: £6.4m) and proceeds from share issues £8.1m (2023: £0.3m).

Post Balance Sheet Events: Entry into unsecured Convertible Loan Note with related parties

Today, Time Out Group entered into a convertible loan note instrument (the "CLN") to raise £5.0 million with its existing shareholder, Oakley Capital Limited ("OCL") and Chris Ohlund, CEO of the Company, the CLN funding split £4.5m from OCL and £0.5m from Chris Ohlund.

An initial £2.0m of the instrument has been immediately drawn down, with OCL funding £1.8m and Chris Ohlund funding £0.2m. The proceeds of the draw down will be used to fund the Group's continued growth strategy, with the potential for further future drawdowns.

The CLN will be used to pursue the Company's growth and investment strategy, funding projects expected to materially improve future EBITDA margins and grow revenues.

The CLN is unsecured, carries an interest rate of SONIA + 8 per cent. per annum, has an arrangement fee of 2 per cent. of the amount of the CLN and has a maturity date of 31 December 2026. Interest is accrued in kind rather than paid in cash. Subject to the satisfaction of the condition noted below, the CLN will convert into Ordinary Shares on the maturity date (or as soon as reasonably practicable thereafter) at the Conversion Price of 50 pence per ordinary share. The Conversion Price is a 16 per cent. premium to the closing share price as at 19 February 2025. The Company has sole discretion as to whether the CLN will be redeemed or (subject to the condition noted below) converted into Ordinary Shares on the maturity date.

OCL is interested in 4,938,649 Ordinary Shares, representing approximately 1.38 per cent. of the Company's issued share capital. OCL is a member of a concert party which was presumed to exist between a pre-IPO shareholding group which currently comprises (among others), OCL, Oakley Capital Investments ("OCI"), and three directors of the Company being, Peter Dubens, Alexander Collins and David Till (the "Concert Party Group"). The Concert Party Group has an aggregate holding of 42.46 per cent of the Company's issued share capital. The potential conversion of the CLN into Ordinary Shares, would result in the Concert Party Group's interest increasing, triggering an obligation for the Concert Party Group to make an offer, in accordance with the requirements of the Takeover Code, for the entire issued share capital of the Company, under Rule 9 of the Takeover Code.

The conversion right pursuant to the terms of the CLN, by which the CLN may convert into Ordinary Shares, is conditional on a waiver of the obligation for the Concert Party Group to make a mandatory offer under Rule 9 of the Takeover Code being granted by the Panel.

OCL, as the parent company, is an associate of OCI which is interested in 136,082,622 Ordinary Shares, representing approximately 38.08 per cent. of the Company's issued share capital. OCI is therefore a substantial shareholder in Time Out. As a result, OCL is a related party of the Company. Also, Chris Ohlund, as a director of Time Out, who is also interested in 200,000 Ordinary Shares, representing approximately 0.06 per cent. of the Company's issued share capital, is a related party of the Company. As such, the execution of the CLN by the Company constitutes, for the purposes of AIM Rule 13, related party transactions.

The Directors of the Company (excluding Peter Dubens, Non-Executive Chairman of the Company, David Till, Non-Executive Director of the Company and Alexander Collins, Non-Executive Director of the Company, who are not considered independent for the purposes of this transaction as a consequence of being partners of Oakley Capital Private Equity L.P. and Oakley Capital Limited, and Peter Dubens being a non-executive director of OCI) consider that, having consulted with the Company's nominated adviser, Panmure Liberum Limited, the terms of the CLN are fair and reasonable insofar as shareholders in the Company are concerned.

Going concern

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

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

Chris Ohlund

Group Chief Executive

Consolidated Income statement

for the 6 months ended 31 December 2024

Other comprehensive income:

Items that may be subsequently reclassified to the profit and loss:

Notes to the consolidated statements

Preliminary Information

The financial information ("condensed consolidated statements") set out in this announcement represents the results of the Group and its subsidiaries for the six months ended 31 December 2024. While the financial information included in these condensed consolidated statements has been prepared in accordance with the recognition and measurement criteria of International Accounting Standards ("IAS") in conformity with the requirements of the Companies Act 2006, this announcement does not itself contain sufficient information to comply with lASs and IFRSs.

The condensed financial information is unaudited and has not been reviewed by the Group's auditor. The financial information for the year ended 30 June 2024 is derived from the audited financial statements for the year ended 30 June 2024, which have been delivered to the Registrar of Companies. The external auditor has reported on the accounts and their report did not contain any statements under Section 498 of the Companies Act 2006.

• Accounting policies
• Exchange rates

The significant exchange rates to UK Sterling for the Group are as follows:

Notes to the cash flow statement

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

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

Appendix 2 - Adjusted net debt