5 March 2024
Time Out Group
plc
("Time Out,"
the "Company"
or the "Group")
Unaudited results for the six months
ended 31 December 2023
Strong growth in adjusted
EBITDA
driven by improved margins
and performance across both Media and Markets
Company well positioned for
sustained growth
Time Out Group plc (AIM: TMO), the
global media and hospitality business, today announces its
unaudited results for the six months ended 31 December
2023.
Financial highlights
●
Group gross
revenues increased
by 7% on a 'like for like'(1) basis in
constant currency
●
Reported gross
revenue of £52.5m (2022: £53.8m)
decreased by 2% due to stronger GBP vs USD
●
Gross
margins increased by 300 basis
points
●
Group adjusted
EBITDA(2)
increased 151% to £6.0m (2022: £2.4m)
●
Group operating
loss narrowed to £0.1m (2022: £6.8m
loss)
●
Cash of
£7.1m at 31 December 2023 (2022:
£5.3m) and borrowings of £34.8m (2022: £31.4m), resulted in
adjusted net debt(3) of £27.7m (2022: £26.0m). Reported
net debt was £49.0m (2022: £52.7m) including £21.3m of IFRS 16
lease liabilities (2022: £26.7m)
Operational highlights
●
Time Out Market:
strong profitability and expanding global
footprint
o Following
Cape Town's successful opening in November 2023, the Group has
seven Markets open with a further two under construction (Porto and
Barcelona, both scheduled to open in 2024)
o Bahrain
Market signed in the period, expected to open towards the end of
2024, in addition to five further sites contracted to open
FY25-FY27
o Market
'like for like' gross revenue(1) grew 11% in constant
currency to £36.5m (2022: £33.0m)
o Adjusted
EBITDA increased significantly to £6.1m (2022: £2.5m) with improved
gross margin and operational productivity
gains(4)
●
Time Out Media:
growing audience and high value campaigns driving
profitability
o Global
monthly brand audience grew by 12% to 136m(5)
o Media
gross revenue was unchanged year-on-year in constant
currency
o Winning
big-ticket campaigns from an expanding client roster including a
new global media campaign and cross-platform partnership with
Coca-Cola spanning H2 FY24 and FY25 signed post
period-end
o Adjusted
EBITDA increased 43% to £2.5m (2022: £1.8m) with gross margin up by
200 basis points to 80% (2022: 78%)(4)
Commenting on the results, Chris Ohlund, CEO of Time Out Group
plc, said:
"We are making continuing progress in delivering our growth
plan. Our trusted brand and 'best of the city' content continues to
attract more traffic to our Media and more footfall to our Markets
as we expand our global presence. By leveraging the growing
synergies between Media and Markets, we keep our brand and
proposition fresh, unique and suited to customer preferences
alongside increasing our profitability. On behalf of the Board I
would like to thank everyone at Time Out for their continued
commitment and hard work, resulting in the delivery of these strong
results.
"Whilst we made progress on many fronts, I am particularly
pleased with two specific milestones: the successful opening and
continued popularity of Time Out Market Cape Town - which expands
the footprint of our food and cultural markets to four continents -
and the launch of our partnership with Coca-Cola which is our first
global advertising campaign for a client of its
scale.
"Looking ahead, we will continue to focus on growing our
creative campaign solutions for advertisers. We offer access to our
global audience through both digital (Time Out Media) and
In-Real-Life (Time Out Markets). We believe the synergies created
by further increasing our digital audience in combination with the
physical audience in our Time Out Markets are unique on a global
scale. It is these synergies which make Time Out a differentiated and
increasingly attractive partner for international brands and will
help us to grow profits further in the future."
Outlook
The business has made significant
further progress in driving profitability and operational cash
generation and has a number of potential growth avenues
including:
● Continuing
to sign and open further Time Out Markets both Owned and Operated
and Management Agreements through collaboration with leading
landlords and developers
● The nine
Management Agreements signed to date, once all operational are
expected to generate a minimum of £14m EBITDA per annum
● Improving
our Time Out digital technology proposition, growing our Media
audience with engaging content with an increased focus on video,
and offering creative solutions to global blue-chip
clients
● Further
integration of Media and Markets to drive additional revenues and
improve the audience experience
Our recent progress gives us
confidence in our scaling proven models and we are well positioned
for sustained growth.
(1) 'Like for
like' revenue is calculated in reference to reported Gross revenues
by using a constant currency (FY23 rates) and removing the prior
year period sales from Miami Market, since closed.
(2) 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 appendix Alternative Performance Measures for a reconciliation
to the statutory numbers.
(3) Adjusted net
debt excludes lease-related liabilities under IFRS 16. This is an
APM. See appendix: Alternative Performance Measures for a
reconciliation to the statutory numbers.
(4) The prior
period profit comparatives for Media and Markets have been restated
to report corporate central cost recharges on a consistent
basis.
(5) Global brand
audience is the estimated monthly average in the year including all
Owned & Operated cities and franchises. It includes print
circulation and unique website visitors, unique social users (as
reported by Facebook and Instagram with social followers on other
platforms used as a proxy for unique users), social followers for
other social media platforms, opted-in members, and Market
visitors.
For
further information, please contact:
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Steven Tredget, Investor Relations
Director
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Liberum (Nominated Adviser and Broker)
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Andrew Godber / Edward Thomas / Josh
Borlant
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Edward Bridges / Fiona
Walker
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About Time Out Group
Time Out Group is a global brand
that inspires and enables people to experience the best of the
city. Time Out launched in London in 1968 to help people discover
the best of the city - today it is the only global brand dedicated
to city life. Expert journalists curate and create content about
the best things to Do, See and Eat across 333 cities in 59
countries and across a unique multi-platform model spanning both
digital and physical channels. 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 portfolio includes open Markets in seven cities
such as Lisbon, New York and Dubai, several new locations with
expected opening dates in 2024 and beyond, in addition to a
pipeline of further locations in advanced discussions. Time Out
Group PLC, listed on AIM, is headquartered in London
(UK).
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
|
Unaudited
6 months
ended
31 December
2023
|
Unaudited
6 months
ended
31 December
2022
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Group 'like for like' revenue in
constant currency(1)
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Divisional Adjusted operating
expenses(4)
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Divisional Adjusted EBITDA(4)
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(1) 'Like for
like' revenue is change in Gross Revenues at constant currency,
excluding Miami Market (closed since HY23).
(2) Net revenue is
calculated as gross revenue less concessionaires' share of revenue.
See appendix Alternative Performance Measures for a reconciliation
to statutory numbers.
(3) Gross margin
is calculated as gross profit as a percentage of net
revenue.
(4) 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 appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
Group revenue increased by 7% in
constant currency on a 'like for like' basis and Group Adjusted
EBITDA increased significantly to £6.0m (2022: £2.4m).
● Reported
net revenue unchanged year on year at £39.5m
● Divisional
operating expenses decreased by 12%,
as a result of reductions in fixed costs and focus
on operational efficiency; continued growth offers the scope to
further dilute fixed costs as a % of sales
● Improved
divisional adjusted EBITDA of £8.6m (2022: £4.3m)
Time Out Market trading
overview
|
Unaudited
6 months
ended
31 December
2023
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Unaudited
6 months
ended
31 December
2022
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'Like for like' revenue in constant
currency(1)
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Adjusted operating expenditure
(trading)(4)(5)
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(1) 'Like for
like' revenue is change in Gross Revenues at constant currency,
excluding Miami Market (closed since HY23).
(2) Net revenue is
calculated as gross revenue less concessionaires' share of revenue.
See appendix Alternative Performance Measures for a reconciliation
to statutory numbers.
(3) Gross margin
calculated as gross profit as a percentage of net
revenue.
(4) 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 appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
(5) The prior
period profit comparatives for Media and Markets have been restated
to report corporate central cost recharges on a consistent
basis.
Market 'like for like' gross
revenues increased 11% in constant currency, with adjusted EBITDA
of £6.1m, 143% higher than the comparative period (2022:
£2.5m).
·
Successful opening of Time Out Market Cape Town,
with strong local media coverage and footfall, resulting in high
transaction volumes
·
Following the successful trial of new customer
ordering technology in Cape Town, a roll out to US Markets will be
completed in H2 FY24, alongside an increase in Media presence
in-market
·
Optimising operations in existing Markets driving
increased sales and higher EBITDA margins
·
The capex cost per square foot for upcoming
openings in Barcelona and Porto is on track to be 40% lower than
previous Owned and Operated Market openings, due to improvements in
design process
·
Around 1,000 cultural activations a year,
leveraging Media authority to drive awareness and
footfall
The pipeline of eight new sites in
development and scheduled to open over the next three years is as
follows:
●
2024: Porto (Owned & Operated)
●
2024: Barcelona (Owned &
Operated)
●
2024: Bahrain (Management
Agreement)
●
2025: Vancouver (Management
Agreement)
●
2025: Abu
Dhabi (Management Agreement)
●
2025: Osaka (Management Agreement)
●
2027: Prague (Management
Agreement)
●
2027: Riyadh (Management
Agreement)
Time Out Media trading
overview
|
Unaudited
6 months
ended
31 December
2023
|
Unaudited
6 months
ended
31 December
2022
|
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Gross revenue in constant
currency(1)
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Gross revenue as reported
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Adjusted operating
expenditure(3)(4)
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(1)
Gross revenues using a constant currency (FY23 rates)
(2)
Gross margin calculated as gross profit as a percentage of gross
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 use to aid understanding of the underlying business
performance. See appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
(4)
The prior period profit comparatives for Media and Markets have
been restated to report corporate central cost recharges on a
consistent basis.
On a constant currency basis, Media
like for like revenue remained flat at £18.4m whilst gross margin
increased by two percentage points to 80%
and adjusted EBITDA grew by 43% to £2.5m.
Successful content strategy is
driving Time Out's global monthly brand audience(1)
which grew by 12% to 136m. A focus on increasing short-form video
content and Gen Z engagement has resulted in overall reach on
social media rising by 12 percentage points, along with continued
growth in website traffic to TimeOut.com with visits up
12%:
·
200% increase in video views YoY
·
115% growth in Instagram audience and 100% on
TikTok YoY
·
79% growth in audience aged 18-24 in
London
Engaging and authoritative content
including "Time Out world's best cities" and "World's coolest
neighbourhoods" continues to drive global PR reach and brand
awareness with coverage across broadcast and over 1,000 press
articles worldwide.
Post period end, a new partnership
was announced with Coca-Cola, to create a global travel guide
inspired by cultural moments; "Foodmarks by Coca-Cola, powered by Time
Out" which launched in February 2024. The campaign has
global reach and will span H2 FY24 and FY25, leveraging Time Out's
brand heritage and authenticity, grounded in dining, places, people
and moments.
Repeat business continues to be
significant, with creative campaigns undertaken for brands
including British Airways, Uber, Pernod, Hilton and
Disney.
Whilst we are using generative AI to
support operational efficiency and insights, all of our content
creation and editorial curation is performed by expert local
writers and editors.
(1) Global brand audience 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.
Group Financial
Review
|
Unaudited
6 months
ended
31 December
2023
|
Unaudited
6 months
ended
31 December
2022
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Group 'like for like' revenue in constant
currency(1)
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Depreciation &
amortisation
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-
Property, plant, and equipment
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Loss on disposal of property, plant
and equipment
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(1) 'Like for
like' revenue is change in Gross Revenues at constant currency,
excluding Miami Market (closed since HY23).
(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 appendix Alternative Performance Measures for a
reconciliation to statutory numbers.
Revenue and
gross profit
'Like for like' revenue in constant currency
increased by 7% to £54.9m (2022: £51.4m).
Reported net revenue for the year unchanged at
£39.5m, with gross margins increased by three percentage points to
83%.
Operating
expenses
Administrative expenses across the group
reduced by 15% to £32.9m (2022: £38.6m).
Adjusted
EBITDA
Group adjusted EBITDA of £6.0m (FY22 £2.4m) is
stated before interest, taxation, depreciation and amortisation,
share-based payment charges, exceptional items, and loss on
disposal of fixed assets. The material improvement is a result of
increased profitability and improved operational efficiency. Group
adjusted EBITDA is a non-GAAP Alternative Performance Measure,
which is used by the Board to manage business performance and to
allocate resources across the Group.
Operating
loss
The reported operating loss was £0.1m (2022:
£6.8m loss), a £6.7m improvement comprising +£3.6m improvement in
EBITDA, £(1.5)m lower exceptional cost, £(1.2)m lower depreciation
and amortisation and £(0.5)m lower share based payment expense
The exceptional costs of £0.8m (2022: £2.3m)
includes redundancy costs of staff who left the Group following
restructuring.
Net finance
costs
Net finance costs of £4.5m (2022: £5.7m)
primarily relates to interest on the Group's debt of £3.2m (2022:
£2.5m) and interest cost in respect of lease liabilities of £1.3m
(2022: £1.6m).
Foreign
exchange
The revenue and costs of Group entities
reporting in dollars and euros have been consolidated in these
financial statements at an average exchange rate of $1.25 (2022
$1.18) and €1.16 (2022: €1.16) respectively.
Cash and
debt
|
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Unaudited
31 December 2023
£'000
|
Unaudited
31 December 2022
£'000
|
Audited
30 June 2023
£'000
|
Cash and cash equivalents
|
|
7,124
|
5,344
|
5,094
|
Borrowings
|
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(34,847)
|
(31,362)
|
(29,883)
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Adjusted net
debt
|
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(27,723)
|
(26,018)
|
(24,789)
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IFRS 16 Lease liabilities
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(21,280)
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(26,712)
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(24,863)
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Net
debt
|
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(49,003)
|
(52,730)
|
(49,652)
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Cash and cash equivalents increased by £2.0m to
£7.1m (30 June 2023: £5.1m). This was driven by the Group Adjusted
EBITDA of £5.8m (2022: £2.4m), exceptional costs of £(0.8)m, tax
paid of £(0.8)m, net working capital inflows of £1.6m, capital
expenditure of £(3.4)m, net proceeds of financing of £2.2m and the
repayment of lease liabilities of £(2.3)m.
At 31 December 2023 borrowings principally
comprised a loan facility with Crestline of €33.3m (€29.2m plus
capitalised interest).
On 7 November 2023 the Group agreed to an
amendment of an existing £5m unsecured Loan Note with Oakley
Capital investments ("OCI") to extend the repayment date to 30 June
2025. This is a related party transaction under AIM Rule 13. Please
see further disclosure in relation to this in note 10.
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 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 Company continue to adopt the going concern
basis in preparing its financial statements.
Chris Ohlund
Group Chief Executive
5
March 2024
Consolidated Income statement
6 Months ended 31 December
2023
|
Note
|
Unaudited
6 Months
ended
31 December
2023
|
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Unaudited
6 Months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
|
£'000
|
|
£'000
|
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£'000
|
Gross revenue
|
1,
4
|
52,509
|
|
53,801
|
|
104,641
|
Cost of sales
|
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(19,705)
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(22,049)
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(42,752)
|
Gross profit
|
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32,804
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|
31,752
|
|
61,889
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Administrative expenses
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(32,913)
|
|
(38,561)
|
|
(79,383)
|
Operating loss
|
|
(109)
|
|
(6,809)
|
|
(17,494)
|
Finance income
|
|
18
|
|
11
|
|
167
|
Finance costs
|
|
(4,486)
|
|
(5,704)
|
|
(7,664)
|
Loss before income tax
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|
(4,577)
|
|
(12,502)
|
|
(24,991)
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Income tax
(charge)/credit
|
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(592)
|
|
(518)
|
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(1,132)
|
Loss for the period
|
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(5,169)
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|
(13,020)
|
|
(26,123)
|
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Loss for the period attributable to:
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|
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Owners of the parent
|
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(5,151)
|
|
(13,016)
|
|
(26,116)
|
Non-controlling interests
|
|
(18)
|
|
(4)
|
|
(7)
|
|
|
(5,169)
|
|
(13,020)
|
|
(26,123)
|
|
|
|
|
|
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|
Loss per share:
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Basic and diluted loss per share
(p)
|
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1.6
|
|
3.9
|
|
7.8
|
Consolidated Statement of Other Comprehensive
Income
6 Months ended 31 December
2023
|
Unaudited
6 Months
ended
31 December
2023
|
|
Unaudited
6 Months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Loss for the period
|
(5,169)
|
|
(13,020)
|
|
(26,123)
|
|
|
|
|
|
|
Other comprehensive income:
|
|
|
|
|
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Items that may be subsequently reclassified to the profit or
loss:
|
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|
|
|
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Currency translation
differences
|
(49)
|
|
536
|
|
(1,301)
|
Other comprehensive (expense)/income for the period, net of
tax
|
(49)
|
|
536
|
|
(1,301)
|
Total comprehensive expense for the period
|
(5,218)
|
|
(12,484)
|
|
(27,424)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive expense for the period attributable
to:
|
|
|
|
|
|
Owners of the parent
|
(5,200)
|
|
(6,963)
|
|
(27,417)
|
Non-controlling interests
|
(18)
|
|
(5)
|
|
(7)
|
|
(5,218)
|
|
(6,968)
|
|
(27,424)
|
Condensed Consolidated Statement of Financial
Position
At 31 December 2023
|
Note
|
Unaudited
31 December
2023
|
|
Unaudited
31
December 2022
|
|
Audited
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Assets
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
Intangible assets -
Goodwill
|
|
29,518
|
|
30,200
|
|
29,472
|
Intangible assets - Other
|
|
7,372
|
|
7,663
|
|
6,786
|
Property, plant, and
equipment
|
|
28,800
|
|
35,549
|
|
26,189
|
Right-of-use assets
|
|
14,168
|
|
19,692
|
|
17,843
|
Other receivables
|
|
4,510
|
|
1,773
|
|
4,016
|
|
|
84,368
|
|
94,877
|
|
84,306
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
Inventories
|
|
781
|
|
971
|
|
774
|
Trade and other
receivables
|
|
15,402
|
|
19,300
|
|
14,638
|
Cash and cash equivalents
|
6
|
7,124
|
|
5,344
|
|
5,094
|
|
|
23,307
|
|
25,615
|
|
20,506
|
|
|
|
|
|
|
|
Total assets
|
|
107,675
|
|
120,492
|
|
104,812
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
Trade and other payables
|
|
(23,901)
|
|
(17,475)
|
|
(17,967)
|
Borrowings
|
6
|
(65)
|
|
(5,254)
|
|
(5,878)
|
Lease liabilities
|
6
|
(4,698)
|
|
(4,701)
|
|
(4,581)
|
|
|
(28,664)
|
|
(27,430)
|
|
(28,426)
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
|
Deferred tax liability
|
|
(872)
|
|
(1,079)
|
|
(957)
|
Borrowings
|
6
|
(34,781)
|
|
(24,500)
|
|
(24,005)
|
Lease liabilities
|
6
|
(16,582)
|
|
(22,011)
|
|
(20,282)
|
|
|
(52,235)
|
|
(49,197)
|
|
(45,244)
|
|
|
|
|
|
|
|
Total liabilities
|
|
(80,899)
|
|
(76,627)
|
|
(73,670)
|
|
|
|
|
|
|
|
Net
assets
|
|
26,776
|
|
43,865
|
|
31,142
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
Called up share capital
|
|
338
|
|
336
|
|
338
|
Share premium
|
|
185,862
|
|
185,563
|
|
185,563
|
Translation reserve
|
|
6,512
|
|
8,398
|
|
6,561
|
Capital redemption
reserve
|
|
1,105
|
|
1,105
|
|
1,105
|
Retained earnings /
(losses)
|
|
(167,018)
|
|
(151,509)
|
|
(162,420)
|
Total parent shareholders' equity
|
|
26,799
|
|
43,893
|
|
31,147
|
Non-controlling interest
|
|
(23)
|
|
(28)
|
|
(5)
|
Total equity
|
|
26,776
|
|
43,865
|
|
31,142
|
Condensed Consolidated Statement of Cash
Flows
6 months ended 31 December
2023
|
Note
|
Unaudited
6 months
ended
31 December
2023
|
|
Unaudited
6 months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Cash flows from operating activities
|
|
|
|
|
|
|
Cash generated from
operations
|
7
|
6,426
|
|
755
|
|
4,735
|
Interest paid
|
|
(12)
|
|
(1,027)
|
|
(1,033)
|
Tax paid
|
|
(814)
|
|
(329)
|
|
(431)
|
Net
cash generated from/ (used in) operating
activities
|
|
5,600
|
|
(601)
|
|
3,271
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchase of property, plant, and
equipment
|
|
(3,057)
|
|
(1,141)
|
|
(1,950)
|
Purchase of intangible
assets
|
|
(383)
|
|
(499)
|
|
(918)
|
Interest received
|
|
18
|
|
11
|
|
72
|
Net
cash used in investing activities
|
|
(3,422)
|
|
(1,629)
|
|
(2,796)
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds from borrowings
|
|
1,939
|
|
30,220
|
|
30,220
|
Costs related to
borrowing
|
|
-
|
|
(1,378)
|
|
(2,499)
|
Repayment of borrowings
|
|
(63)
|
|
(21,651)
|
|
(22,745)
|
Repayment of lease
liabilities
|
|
(2,270)
|
|
(2,758)
|
|
(5,087)
|
Proceeds from issue of
shares
|
|
299
|
|
-
|
|
2
|
Transfer to restricted
cash
|
|
-
|
|
(1,749)
|
|
-
|
Net
cash used in financing activities
|
|
(95)
|
|
(2,684)
|
|
(109)
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
2,083
|
|
454
|
|
366
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of
year
|
|
5,094
|
|
4,849
|
|
4,849
|
Effect of foreign exchange rate
change
|
|
(53)
|
|
31
|
|
(121)
|
Cash and cash equivalents at end of year
|
|
7,124
|
|
5,334
|
|
5,094
|
Notes to the condensed consolidated
statements
1. Interim 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 2023. 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 2023 is derived
from the audited financial statements for the year ended 30 June
2023, 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.
The financial information is
prepared under the historical cost basis, unless stated otherwise
in the accounting policies.
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:
|
6 months
ended
31 December
2023
|
|
6 months
ended
31
December 2022
|
|
Year
ended
30 June
2023
|
|
Closing
rate
|
Average
rate
|
|
Closing
rate
|
Average
rate
|
|
Closing
rate
|
Average
rate
|
US dollar
|
1.27
|
1.25
|
|
1.21
|
1.18
|
|
1.26
|
1.21
|
Euro
|
1.15
|
1.16
|
|
1.13
|
1.16
|
|
1.16
|
1.15
|
Australian dollar
|
1.87
|
1.92
|
|
1.78
|
1.75
|
|
1.91
|
1.79
|
Singaporean dollar
|
1.68
|
1.69
|
|
1.62
|
1.65
|
|
1.71
|
1.65
|
Hong Kong dollar
|
9.95
|
9.81
|
|
9.45
|
9.24
|
|
9.89
|
9.45
|
Canadian dollar
|
1.69
|
1.69
|
|
1.64
|
1.56
|
|
1.67
|
1.62
|
4. Segmental information
Gross revenue is analysed
geographically by origin as follows:
|
Unaudited
6 months
ended
31 December
2023
|
|
Unaudited
6 months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Europe
|
16,515
|
|
14,636
|
|
29,850
|
America
|
32,098
|
|
34,893
|
|
66,743
|
Rest of World
|
3,896
|
|
4,272
|
|
8,048
|
|
52,509
|
|
53,801
|
|
104,641
|
5. Exceptional items
Exceptional items are analysed as
follows:
|
Unaudited
6 months
ended
31 December
2023
|
|
Unaudited
6 months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Restructuring costs
|
843
|
|
1,253
|
|
1,882
|
Exit costs in relation to Time Out
Market Miami
|
-
|
|
-
|
|
7,098
|
Exit costs in relation to Time Out
Market Spitalfields
|
-
|
|
1,049
|
|
1,049
|
|
843
|
|
2,302
|
|
10,029
|
6. Cash and debt
|
Unaudited
31 December
2023
|
|
Unaudited
31
December 2022
|
|
Audited
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Cash and cash equivalents
|
7,124
|
|
5,344
|
|
5,094
|
Borrowings
|
(34,847)
|
|
(31,362)
|
|
(29,883)
|
IFRS 16 Lease liabilities
|
(21,280)
|
|
(26,712)
|
|
(24,863)
|
Net
debt
|
(49,003)
|
|
(52,730)
|
|
(49,652)
|
Borrowings principally comprise the
Crestline Europe LLP facility, which was used to repay the Incus
Capital Finance loan facility, which was fully repaid on 30
November 2022.
7. Notes to the cash flow
statement
Reconciliation of loss before income
tax to cash used in operations
|
Unaudited
6 months
ended
31 December
2023
|
|
Unaudited
6 months
ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Loss before income tax
|
(4,577)
|
|
(12,502)
|
|
(24,991)
|
Add back:
|
|
|
|
|
|
Net finance
costs
|
4,468
|
|
5,693
|
|
7,497
|
Share-based
payments
|
553
|
|
1,029
|
|
1,701
|
Depreciation
charges
|
3,743
|
|
4,725
|
|
8,910
|
Amortisation
charges
|
942
|
|
1,126
|
|
2,163
|
Loss on disposal of property, plant,
and equipment
|
-
|
|
2
|
|
5
|
Exceptional cost - Time Out Market
Miami
|
-
|
|
-
|
|
7,098
|
Exceptional cost - Time Out Market
Spitalfields
|
-
|
|
1,049
|
|
1,049
|
Other non-cash movements
|
(96)
|
|
(22)
|
|
33
|
(Increase)/ decrease in
inventories
|
(125)
|
|
17
|
|
(37)
|
Increase in trade and other
receivables
|
(1,584)
|
|
(982)
|
|
(1,629)
|
Increase in trade and other
payables
|
3,102
|
|
620
|
|
2,936
|
Cash generated from
operations
|
6,426
|
|
755
|
|
4,735
|
8. Post balance sheet
events
There have been no post balance
sheet date events.
9. Principal risks and
uncertainties
The 2023 Annual Report sets out on
pages 35 and 36 the principal risks and uncertainties that could
impact the business.
10. Extension of unsecured Loan Note with related
party
On 7 November 2023, the Group agreed
to an amendment of the unsecured Loan Note with Oakley Capital
investments ("OCI") to extend the repayment date to 30 June 2025.
The loan note, listed on The International Stock Exchange ("TISE")
will increase from £5.1m to £5.2m (representing interest accrued on
the initial Loan Note). The terms remain the same, with interest
charged at a 90-day average SONIA rate plus 10% per annum, with an
exit premium.
OCI is interested in 67,436,385
ordinary shares of 0.001 pence each in the Company ("Ordinary
Shares"), representing approximately 19.97 per cent. of the
Company's issued share capital. OCI and Oakley Capital Private
Equity L.P. together hold 147,897,400 Ordinary Shares, representing
approximately 43.79 per cent. of the Company's issued share
capital. As a substantial shareholder in Time Out, OCI is a related
party of the Company and the extension of the OCI Loan Note is, for
the purposes of AIM Rule 13, considered a related party
transaction. 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, Liberum
Capital, the terms of the extension of the OCI Loan Note are fair
and reasonable insofar as shareholders in the Company are
concerned.
Appendices: Alternative Performance Measures
Appendix 1 Adjusted net debt
|
Unaudited 6 months
ended
31 December
2023
|
|
Unaudited
6 months ended
31
December 2022
|
|
Audited
Year
ended
30 June
2023
|
|
£'000
|
|
£'000
|
|
£'000
|
Cash and cash equivalents
|
7,124
|
|
5,344
|
|
5,094
|
Borrowings
|
(34,847)
|
|
(31,362)
|
|
(29,883)
|
Adjusted net debt
|
(27,723)
|
|
(26,018)
|
|
(24,789)
|
IFRS 16 Lease liabilities
|
(21,280)
|
|
(26,712)
|
|
(24,863)
|
Net
debt
|
(49,003)
|
|
(52,730)
|
|
(49,652)
|
Appendix 2 - Adjusted EBITDA
6
months ended 31 December 2023
|
Time Out
Market
|
Time Out
Media
|
Corporate
costs
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
'Like for like' revenue
|
36,537
|
18,360
|
-
|
54,897
|
|
|
|
|
|
Gross revenue
|
34,812
|
17,697
|
-
|
52,509
|
Concessionaire share
|
(12,964)
|
-
|
-
|
(12,964)
|
Net
revenue
|
21,848
|
17,697
|
-
|
39,545
|
Gross profit
|
18,626
|
14,178
|
-
|
32,804
|
Administrative expenses*
|
(16,348)
|
(13,034)
|
(3,531)
|
(32,913)
|
Operating profit/(loss)
|
2,278
|
1,144
|
(3,531)
|
(109)
|
|
|
|
|
|
Operating profit/(loss)
|
2,278
|
1,144
|
(3,531)
|
(109)
|
Amortisation of intangible
assets
|
6
|
894
|
42
|
942
|
Depreciation of property, plant, and
equipment
|
2,439
|
109
|
-
|
2,548
|
Depreciation of right-of-use
assets
|
1,052
|
143
|
-
|
1,195
|
EBITDA gain/(loss)
|
5,775
|
2,290
|
(3,489)
|
4,576
|
Share-based payments
|
-
|
-
|
553
|
553
|
Exceptional items
|
343
|
214
|
286
|
843
|
Adjusted EBITDA profit/ (loss)
|
6,118
|
2,504
|
(2,650)
|
5,972
|
|
|
|
|
|
Finance income
|
|
|
|
18
|
Finance costs
|
|
|
|
(4,486)
|
Loss before income tax
|
|
|
|
(4,577)
|
Income tax
|
|
|
|
(592)
|
Loss for the period
|
|
|
|
(5,169)
|
6
months ended 31 December 2022
|
Time Out
Market
|
Time Out
Media
|
Corporate
costs
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
'Like for like' revenue
|
33,019
|
18,353
|
-
|
51,372
|
|
|
|
|
|
Gross revenue
|
35,448
|
18,353
|
-
|
53,801
|
Concessionaire share
|
(14,294)
|
-
|
-
|
(14,294)
|
Net
revenue
|
21,154
|
18,353
|
-
|
39,507
|
Gross profit
|
17,393
|
14,359
|
-
|
31,752
|
Administrative expenses*
|
(22,066)
|
(14,219)
|
(2,276)
|
(38,561)
|
Operating loss
|
(4,673)
|
140
|
(2,276)
|
(6,809)
|
|
|
|
|
|
Operating loss
|
(4,673)
|
140
|
(2,276)
|
(6,809)
|
Amortisation of intangible
assets
|
4
|
1,122
|
-
|
1,126
|
Depreciation of property, plant, and
equipment
|
3,580
|
99
|
-
|
3,679
|
Depreciation of right-of-use
assets
|
900
|
146
|
-
|
1,046
|
Loss on disposal of fixed
assets
|
-
|
2
|
-
|
2
|
EBITDA (loss)/ gain
|
(189)
|
1,509
|
(2,276)
|
(956)
|
Share-based payments
|
-
|
-
|
1,029
|
1,029
|
Exceptional items
|
1,644
|
583
|
75
|
2,302
|
Adjusted EBITDA profit/ (loss)
|
1,455
|
2,092
|
(1,172)
|
2,375
|
|
|
|
|
|
Finance income
|
|
|
|
11
|
Finance costs
|
|
|
|
(5,704)
|
Loss before income tax
|
|
|
|
(12,502)
|
Income tax
|
|
|
|
(518)
|
Loss for the period
|
|
|
|
(13,020)
|
|
Time Out
Market
|
Time Out
Media
|
Corporate
costs
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
Gross revenue
|
71,511
|
33,130
|
-
|
104,641
|
Concessionaire share
|
(28,663)
|
-
|
-
|
(28,663)
|
Net
revenue
|
42,848
|
33,130
|
-
|
75,978
|
Gross profit
|
35,535
|
26,354
|
-
|
61,889
|
Administrative expenses*
|
(48,495)
|
(26,084)
|
(4,804)
|
(79,383)
|
Operating loss
|
(12,960)
|
270
|
(4,804)
|
(17,494)
|
|
|
|
|
|
Operating loss
|
(12,960)
|
270
|
(4,804)
|
(17,494)
|
Amortisation of intangible
assets
|
21
|
1,202
|
940
|
2,163
|
Depreciation of property, plant, and
equipment
|
6,322
|
222
|
-
|
6,544
|
Depreciation of right-of-use
assets
|
2,077
|
290
|
-
|
2,367
|
Loss on disposal of fixed
assets
|
-
|
5
|
-
|
5
|
EBITDA (loss)/ gain
|
(4,540)
|
1,989
|
(3,864)
|
(6,415)
|
Share-based payments
|
-
|
-
|
1,701
|
1,701
|
Exceptional items
|
8,851
|
1,103
|
75
|
10,029
|
Adjusted EBITDA profit/ (loss)
|
4,311
|
3,092
|
(2,088)
|
5,315
|
|
|
|
|
|
Finance income
|
|
|
|
167
|
Finance costs
|
|
|
|
(7,664)
|
Loss before income tax
|
|
|
|
(24,991)
|
Income tax
|
|
|
|
(1,132)
|
Loss for the period
|
|
|
|
(26,123)
|
*The prior period comparatives
have been restated to reclassify corporate cost recharges from Time
Out Market and Time Out Media to Corporate costs to better reflect
the underlying performance of the divisions.
Appendix 3 - Explanation of alternative performance measures
(APMs)
The Group has included various
unaudited alternative performance measures (APMs) in this
statement. The Group includes these non-GAAP measures as it
considers these measures to be both useful and necessary to the
readers of the Annual Report and Accounts to help them more fully
understand the performance and position of the Group. The Group's
measures may not be calculated in the same way as similarly titled
measures reported by other companies. The APMs should not be viewed
in isolation and should be considered as additional supplementary
information to the statutory measures. Full reconciliations have
been provided between the APMs and their closest statutory
measures.
The Group has considered the
European Securities and Markets Authority (ESMA) 'Guidelines on
Alternative Performance Measures' in these annual
results.
APM
|
Closest statutory measure
|
Adjustments to reconcile statutory measure
|
'Like for like' revenue
|
Gross revenue
|
'Like for like' revenue is change in
Gross Revenues using constant currency exchange rates and excluding
Miami Market (closed since HY23).
|
Net revenue
|
Gross revenue
|
Net revenue is calculated as Gross
revenue less the concessionaires' share of revenue.
|
Adjusted EBITDA
|
Operating profit
|
Adjusted EBITDA is profit or loss
before interest, taxation, depreciation, amortisation, share-based
payments, exceptional items and profit/(loss) on the disposal of
fixed assets. It is used by management and analysts to assess the
business before one-off and non-cash items.
|
EBITDA
|
Operating profit
|
EBITDA is profit or loss before
interest, taxation, depreciation, amortisation, and profit/(loss)
on the disposal of fixed assets. It is used by management and
analysts to assess the business before one-off and non-cash
items.
|
Divisional adjusted operating
expenses
|
Administrative expenses of the Media
and Market segments (see note 4)
|
Divisional Adjusted operating
expenses are Operating costs stated before Corporate costs,
depreciation, amortisation, share-based payments, exceptional items
and profit/ (loss) on the disposal of fixed assets.
|
Divisional adjusted
EBITDA
|
Operating profit of the Media and
Market segments (see note 4)
|
Divisional Adjusted EBITDA is
Adjusted EBITDA of the Media or Market segment stated before
corporate costs.
|
Corporate costs
|
Operating loss of the Corporate
costs segments (see note 4)
|
Corporate costs are Administrative
expenses of the Corporate Cost segment stated before interest,
taxation, depreciation, amortisation, share-based payments,
exceptional items and profit/(loss) on the disposal of fixed
assets.
|
Adjusted operating expenditure
(trading)
|
Administrative expenses of the
Market segment (see note 4)
|
Administrative expenses of the
Market segment before Market central costs.
|
Trading EBITDA
|
Operating profit of the Market
segment (see note 4)
|
Trading EBITDA represents the
Adjusted EBITDA from owned and operated markets, Management
Agreement fees, and the development fees relating to Management
Agreements. It is presented before central costs of the Market
business.
|
Adjusted net debt
|
Net debt
|
Adjusted net debt is cash less
borrowings and excludes any finance lease liability recognised
under IFRS 16.
|
Global monthly 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 & 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 Group has concluded that these
APMs are relevant as they represent how the Board assesses the
performance of the Group and they are also closely aligned with how
shareholders value the business. They provide like-for-like,
year-on-year comparisons and are closely correlated with the cash
inflows from operations and working capital position of the Group.
They are used by the Group for internal performance analysis and
the presentation of these measures facilitates comparison with
other industry peers as they adjust for non-recurring factors which
may materially affect IFRS measures. The adjusted measures are also
used in the calculation of the Adjusted EBITDA and banking
covenants as per our agreements with our lenders. In the context of
these results, an alternative performance measure (APM) is a
financial measure of historical or future financial performance,
position or cash flows of the Group which is not a measure defined
or specified in IFRS. The reconciliation of adjusted EBITDA to
operating loss is contained within the note below.