Time Out Group PlcLSE: TMO

Annual Reports and Accounts 2024

· Issued by Time Out Group Plc

Time Out Group plc

Annual Report & Accounts 2024

For 12 months ended 30 June 2024

Time Out Group plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

THE BEST

OF THE CITY

Time Out is a global brand with a mission to inspire and enable people to experience the "best of the city" - through both digital and "in-real-life" channels.

For more information visit www.timeout.com

In this report

At a glance

Strategy

Markets

Media

Page 02

Page 06

Page 09

Page 10

OVERVIEW

STRATEGIC REPORT

GOVERNANCE

FINANCIAL STATEMENTS

Highlights

01

Our business model

06

Board of Directors

23

Consolidated income statement

44

At a glance

02

Chief Executive's review

08

Corporate Governance Report

24

Consolidated statement

Chair's statement

04

Financial review

11

QCA Code principles and disclosures

26

of comprehensive income

44

Responsible business

13

Audit Committee Report

28

Consolidated statement of financial position

45

Section 172 statement

17

Directors' Remuneration Report

30

Company statement of financial position

46

Principal risks and uncertainties

20

Directors' Report

33

Consolidated statement of changes in equity

47

Independent Auditors' Report

38

Company statement of changes in equity

48

Consolidated statement of cash flows

49

Notes to the financial statements

49

Alternative Performance Measures

78

Company Information

80

01 Time Out Group plcAnnual Report & Accounts 2024Overview Strategic Report Governance Financial Statements

Highlights

FY24 financial & operating summary

Financial highlights

Divisional highlights

+7% Like-for-like revenue(1,2)

£12.4m

£103m reported revenue

Group-adjusted EBITDA1,3

(FY23: £105m)

up 134%

£105m

£103m

£12.4m

£5.3m

£73m

£(25.1)m

£1.2m

2022

2023

2024

£45m

2021

2022

2023

2024

2021

Markets like-for-like revenue1,2

+4%

Markets revenue £67m (FY23: £72m) Markets EBITDA1,3 +87%

Markets portfolio

16 sites

9 sites now open and 7 contracted, 4 of which due to open in next 12 months

Media like-for-like revenue1,2

+11%

Media revenue £37m (FY23: £33m) Media EBITDA1,3 +101%

£17m

Improvement in operating loss

Operating loss of £0m (FY23: £17m) comprising +£8m improvement in adjusted EBITDA1,3 and £9m reduction in exceptional costs

£58m

Net debt (FY23: £50m)

Including £25m of IFRS16 lease liabilities (FY23: £25m)

Global monthly brand reach

150m

+8% year-on-year

  1. 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 statutory numbers on page 78.
  2. Like-for-likerevenue is calculated for comparison using FY23 foreign exchange rates to convert both FY24 and FY23 foreign currency revenues, with FY23 revenues related to Miami excluded.

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.

02

Time Out Group plcAnnual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

At a glance

We have delivered strong EBITDA growth, further building on our recent progress. We are now well positioned for sustained growth and to realise the global potential of the Time Out brand across digital and "in-real-life" channels.

A global brand with over 55 years of editorial expertise…

  • Transformation into a global multi-platform brand
  • A digital media business covering the best of over 300 cities in 58 countries and a growing footprint
  • 9 Markets curating the best of each city with 7 signed to open by FY27
  • An audience that goes out more than the average person and mostly consists of GenZ and Millennials is highly valuable for advertisers, Market vendors and real- estate partners

A unique model spanning digital & "in-real-life"…

Under one strong Time Out brand - synonymous with the "best of the city" - we:

  • Leverage synergies between Media and Markets
  • Both channels combined grow brand awareness of and audience for the other
  • Digital and physical together has the ability to turn a property into a destination for landlords and developers
  • The customer experience is enhanced via in-Market screens with localised Time Out content and campaigns from brand partners
  • This model offers more opportunities across more channels for advertisers to reach both a digital and in-real-life audience at scale

Driving improving financial performance and growth headroom

  • Audience growth drives Media revenue and EBITDA
  • Markets expansion increases audience, revenue and EBITDA
  • Markets management agreements are capex-light with guaranteed recurring revenues
  • Aligning new Market openings with the worlds 50 most attractive cities for Media maximises synergies; increasing revenue improves operational gearing of fixed costs
  • Continued focus on productivity and higher sales densities

Time Out is a unique global brand that inspires and enables people to experience the "best of the city" through both digital inspiration and real-world experience in our Markets.

Thanks to our unmatched local expertise, connections and authority, Time Out is globally recognised and trusted as a go-to hub for people exploring their own city or visiting new places.

Audience across digital and physical channels

Global monthly

Instagram &

Majority of our

20m Market visits

brand reach

TikTok video

audience are GenZ

per year, forecast

views

and Millennials

to grow to

150m

+90%

63%

>30m

+8%

year-on-year

by 2027

03

Time Out Group plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

At a glance continued

Global digital media market is projected to reach >$700m and forecast to grow at >5%*

We focus on the world's top 50 media cities

Increasing reach in each geography drives scale economies and EBITDA margins

* Source: Statista Digital Advertising - Worldwide

LONDON

VANCOUVER

PRAGUE

MONTREAL

PARIS

BUDAPEST

MARSEILLE

CHICAGO

CROATIA

BOSTON

MADRID

BEIJING

PORTO

ISTANBUL

BARCELONA

TOKYO

SAN FRANCISCO

LAS VEGAS

WASHINGTON

NEW YORK

LISBON

TEL AVIV

LOS ANGELES

PHILADELPHIA

SHANGHAI

DALLAS

ATLANTA

AUSTIN

NEW ORLEANS

BAHRAIN

OSAKA

HOUSTON

MIAMI

RIYADH

DUBAI

HONG KONG

DOHA

ABU DHABI

BANGKOK

MEXICO CITY

JEDDAH

SINGAPORE

Media & Market

Owned Media

Franchised Media

BUENOS AIRES

CAPE TOWN

SYDNEY

MELBOURNE

AMERICASEMEAAPAC

Media offices

1

4

3

Open Markets

4

5

-

Signed Markets

1

5

1

Revenue

£64m

£34m

£5m

04

Time Out Group plcAnnual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Chair's statement

One Time Out

I am pleased to write to you following another year of significance progress. A year in which Time Out grew its audience, profitability and margins beyond our expectations. In our view the most notable area of progress has been the transformation in Time Out's organisational structure and mindset. Increasingly, Media and Markets are no longer seen as separate divisions with discrete revenues, but as curation channels through which we offer the best of the city in either digital form (website and social media) and 'in-real-life' (Markets and creative solutions) and across these channels we sell unique and effective advertising solutions.

There is an increasing focus on both how the Markets can drive more marketing revenue and how we can scale the Markets platform to match the other channels for size across the globe. Screens are fast appearing across the Market portfolio which will enhance the customer experience, offering localised Time Out content and campaigns from our brand partners. This content can also be contextualised, thanks to sophisticated AI and data analysis. The Market's popularity and growing city footprint are also increasing the opportunity for sponsorship and beverage partners.

With a medium-term target of 40 to 50 Market sites in tier one cities around the world, not only will Time Out be generating substantial earnings from food and beverage sales but with an annual reach of 150 million, the markets will also become Time Out's biggest media channel by eyeballs.

Emphasising the point that Markets are no longer a separate revenue model, but one of a number of powerful media channels.

The other area of untapped value creation is the captured data within the markets; anonymised statistics on customer gender, age, food choices, food types and their journey through the sites. This will increasingly inform advertising content and marketing solutions, attracting a growing pool of brands and lead to an enhanced offer

at our Markets.

Results

Our reported performance is modest in relation to the Board's three-year targets. However, these are record sales and earnings for the Group: they exceeded market expectations, and build on the prior year's transition back to profitability.

Strong revenue growth on a like-for-like basis coupled with disciplined control of costs resulted in adjusted EBITDA growing by 134% to £12.4m. Market's like-for-like revenue increased 4% to £69.7m, which delivered adjusted EBITDA growth of 87% to £12m, demonstrating the consistent site-by-site trading of the Markets portfolio, even in its first years of trading. Given the increasing number of open Markets by city and size, it also underlines the power of the format and

its scalability.

Media continued to benefit from the increasing average spend of our brand partners, as we provide more marketing solutions across our growing global channels. Like-for-like revenue for Media grew by 11% to £36.9m drove a more than doubling of adjusted EBITDA to £5.3m.

Markets

The Group continues to open and sign new sites in prime locations around the world. Time Out launched new markets in Cape Town and Porto to critical acclaim, with encouraging early footfall and average transaction value. Barcelona's opening in the city's marina, shortly after period end, marks the ninth location now trading, six owned and operated, three under management agreements in place. During the financial year, we also signed agreements for Bahrain and Budapest Markets. This takes the portfolio to 16 sites opened or set to open over the next three years, a footprint that now spans over 500,000 sq ft of 220 concessions and 50 bars.

Media

Trusted and engaging curated content across our channels attracted a record audience in the year. It's a highly desirable and global audience, which is driving increasing sales to key advertising clients. To facilitate this higher margin revenue the Group continues to create impactful bespoke campaigns that can span digital and physical events in our Markets, demonstrating the unique proposition and differentiation that the Time Out Group offers.

Outlook

On behalf of our Board and our shareholders

I would like to thank everyone at Time Out Group for their passion and hard work to grow our brand and contribute to the success of the business.

Looking ahead, we remain confident of the prospects for the Group and the increasing near- term opportunities we have to expand our Markets footprint and improve the quality of our digital offering delivering success across One Time Out.

Peter Dubens

Non-Executive Chairman

05

Time Out Group plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

STRATEGIC REPORT

Our business model

06

Chief Executive's review

08

Financial review

11

Responsible business

13

Section 172 statement

17

Principal risks and uncertainties

20

06

Time Out Group plc  Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Our business model

Our audience trust Time Out to curate the best city experiences, driving traffic to our digital channels and visits to our Markets.

Trusted global brand

Expert curation of the best

of the city

Multiple channels with

growing audience

Connecting multiple

stakeholders

Delivering outcomes

Research findings:*

We appeal to people of all ages as a trusted source of inspiration for going out

Our local expert editors, breadth of coverage and distinctive tone of voice set us apart

We are trusted to identify the genuine best of the city

Our editors

curate the best

things to eat and drink and see in over 300 cities

Our Markets

bring the

best culinary and cultural experiences together under one roof

Digital

Monthly brand reach of 150m +8%

Rapidly growing social presence:

Instagram +97%

TikTok +68%

"In-real-life" =

Markets

9 Markets with 20m annual footfall

Further 7 committed openings

by FY27

Venues for live culture and events

Out-of-home advertising and the

ability to host live events for

advertisers in Markets

Large global audience of

experience-hungry city-dwellers

and travellers

A city's best chefs and

cultural talents

Brand advertisers

Landlords and developers

attracted by our ability to turn a location into a destination

Offering opportunities for a diverse and talented group of colleagues

Creating growth potential

for investors

A trusted brand with heritage, that continues to evolve and be relevant to users

Rising EBITDA margins

Differentiated synergistic

revenue streams

Growing global audiences which

creates the opportunity to:

  • Partner with more chefs and cultural stars
  • Appeal to more global advertising clients with our unique ability to run digi-physical campaigns

* Global market research conducted July 2024, sample size 6,626: adults aged 16-75 who go out at least once a month.

07

Time Out Group plc Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Our business model continued

The best of the city, online and in real life

Time Out delivers the best of the city, both online and in real life - across multiple channels but under one unified brand experience rather than through separate divisions. This creates a growth flywheel and further differentiates Time Out from competitors.

The unique synergies driving Time Out growth: the only brand that covers the entire going out experience for consumers around the world.

CURATION OF THE BEST OF THE CITY

Editorial curation of the best of the city. Brand research shows that audiences around the globe trust our local expert content and recommendations

A DIGI-PHYSICAL BRAND

The recent addition of screens to our growing portfolio of Markets allows us to share our own content and recommendations with an engaged audience. Using AI we can give advertisers unique insights into audience reaction to

their campaigns

CREATING UNIQUE

OPPORTUNITIES

A combination of large and growing online audience with 20m annual visitors to our Markets offers brands the opportunity to create unique creative advertising campaigns

MULTIPLE CHANNELS

Our content spans website, mobile, social, video, and live events in our Markets

AUDIENCE GROWTH

Brand, content and channels attract a growing audience with 150m online brand reach and c.20m annual visitors to Markets

AUTHORITY ATTRACTS PARTNERS

The brand reputation built over 55+ years positions Time Out as a global city authority which attracts advertising clients, real- estate owners and a city's top culinary and cultural talents

08

Time Out Group plc  Annual Report & Accounts 2024

Overview

Strategic Report

Governance

Financial Statements

Chief Executive's review

CEO'S review

"This year we achieved our strongest ever EBITDA performance and have laid the groundwork for an exciting next phase for the Time Out brand with multiple growth avenues and significant global headroom.

The Time Out brand is a critical contributor to the success of both Media and Markets, and rather than view these businesses as two separate units, we believe there is substantial potential to increase the synergies between the two and cement Time Out as a unique proposition, both for our audience and for our commercial partners.

Clearly Media and Markets have different operating models and KPIs so while we will continue to articulate the performance metrics for each that we believe are useful to investors, internally we are focused on further integrating the two complementary channels to serve visitors, chefs and advertisers.

In the period, the physical portfolio grew from six to eight Markets with the opening of Cape Town and Porto. In addition Barcelona opened in July, at the beginning of FY25. We also announced agreements for further new Markets in Bahrain and Budapest which, in addition to previous deals, means that we will have 16 Markets operational by the end of FY27. This represents a very material increase in brand footprint. Landlords and property developers continue to show interest due to our ability to turn a location into a destination, and we believe we have the potential to sign more locations in the coming years. We have focused on reducing the time from deal completion to opening and both Bahrain and Budapest will open in 2025.

Our digital strategy for Time Out Media is working, driving both revenue and EBITDA growth. Our expanding audience values our "best of the city" content and we are winning high-value campaigns with leading brands. Our focus on offering creative solutions for big global brands is driving higher value, higher margin deals, typified by a global food, culture and travel guide we created for Coca Cola. We are also investing in increasing the breadth of city coverage and increasing our video content to maintain relevance with Gen Z audiences.

Time Out continues to be trusted and relevant as we inspire and enable millions of people every month to experience the best of the city. Our turnaround programme has transformed the EBITDA profitability of the Group. We are now focused on executing our growth strategy.

On behalf of the Board I would like to thank all of the Time Out team for delivering this result."

Chris Ohlund

CEO of Time Out Group plc

Group overview

£'000

2024

2023

Change

Revenue

103,112

104,641

(1)%

Net revenue1,2

78,722

75,978

+4%

Gross profit

64,729

61,889

+5%

Gross margin %1,3

82%

81%

+1%

Divisional adjusted operating expenses1,4

(47,417)

(52,824)

(10)%

Divisional adjusted EBITDA1,4,5

17,312

9,065

+91%

Market adjusted EBITDA1,4,5

12,033

6,437

+87%

Media adjusted EBITDA1,4,5

5,279

2,629

+101%

Corporate costs

(4,873)

(3,751)

+30%

Group adjusted EBITDA1,4

12,439

5,315

+134%

Operating loss

(6)

(17,494)

(100)%

  1. 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 statutory numbers on page 78.
  2. Net revenue is calculated as revenue less concessionaires' share of revenue.

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

  1. Adjusted measures are stated before interest, taxation, depreciation, amortisation, share-based payments, exceptional items and profit/(loss) on the disposal of fixed assets.
  2. Consistent with FY24, FY23 comparatives have been restated to present £1.7m of Group costs, previously recorded within Media, within corporate costs and exclude £2.1m recharges between Media and Markets to better represent the actual costs of the underlying segments.

Group overview

The Group achieved strong like-for-like revenue coupled with disciplined control of costs which resulted in adjusted EBITDA of £12.4m (2023: £5.3m), and an operating loss of £0.0m (2023: £17.5m):

  • Like-for-likerevenue increased by 7% and gross margin increased by 1% to 82%
    (2023: 81%)
  • The Group generates the majority of its revenues and EBITDA in US dollars and euros. A stronger pound acted as headwind against revenue growth on a statutory basis; revenue in pounds decreased by 1% to £103.1m
  • Divisional adjusted operating expenses decreased by 10% because of reductions in fixed costs and focus on operational efficiency, partly offset by additional variable costs as sales grew. Continued revenue growth offers the scope to further dilute fixed costs as a percentage of sales