Time Out : Annual Report and Accounts 2021

Annual Report and

Accounts 2021

for 18 months ended 30 June 2021

www.timeout.com // Time Out Group plc - Annual Report and Accounts 2021

Overview

Strategic Report

Governance

Financial Statements

2021 financial and operating summary

Time Out Group is a global media and hospitality business

OVERVIEW

2021 financial and	01
operating summary
At a glance	02
The World's Greatest Food Hall	04
Chairman's letter	08

STRATEGIC REPORT

Net revenue1

£37.8m

(2019: £63.3m)

Decline due to the forced closure of Market sites and the sharp decline in advertising revenues generated by Media from the travel and leisure sectors

Gross margin

80%

(2019: 73%)

Gross profit as a percentage of net revenue increased by 7-percentage points despite gross profit decline reflecting Media's higher digital revenue mix

that inspires connection

and joy by capturing the soul of the world's greatest cities.

Our business model	12
Strategy update	14
Chief Executive's review	16
Financial review	23
Corporate social responsibility	28
Section 172 statement	30
Principal risks and uncertainties	34

GOVERNANCE

Board of Directors	38
Corporate governance report	40
QCA code principles	43
and disclosures
Audit committee report	45
Directors' remuneration report	48
Directors' report	52
Independent auditors' report	56

Adjusted EBITDA2 loss	Loss for the period
£25.1m	£70.5m
(2019: £4.7m)	(2019: £4.7m)
Includes the benefit of cost reduction	Reflects the overall challenging trading
initiatives implemented in the period	conditions over the 18 month period,
	including exceptional charges
Cash	Equity raised
£19.1m	£62.4m
(2019: £13.4m)	(2019: £17.1m)

All current period measures are based on an 18 month financial period ended 30 June 2021. Comparative information relates to the 12 month period ended 31 December 2019.

Across its digital and physical platforms, Time Out's professional journalists curate the best things to Do, See and Eat in 331 cities in 59 countries.

The Time Out mission is to become one of the most respected and admired global brands in media and hospitality, connecting people to iconic cities of the world and everything they offer.

For more information visit timeout.com

FINANCIAL STATEMENTS

Consolidated income statement	66
Consolidated statement	67
of comprehensive income
Consolidated statement	68
of financial position
Company statement	69
of financial position
Consolidated statement	70
of changes in equity
Company statement	71
of changes in equity
Consolidated statement	72
of cash flows
Notes to the financial statements	73
Company information	110

• The Group's global brand audience decreased by only 7% to a monthly average of 64.5m (2019: 69.2m) despite the closure of the Markets, limited print offerings and global travel and leisure restrictions. The relevance and continued appeal of Time Out's editorially curated content has been reflected in the average social followers which were maintained at a monthly average of 36m
• Time Out Markets heavily disrupted due to extended government restrictions
• • All markets were largely closed during the period, but with repeated periods of re-opening and subsequent re-closure and significant restrictions. All Markets reopened by June 2021, and have remained consistently open since with encouraging initial trading
  • Time Out Market Dubai market opened on 7 April 2021 with performance exceeding expectations

• • Withdrawal from the planned development of the Waterloo (owned & operated) market due to the impact of the pandemic and to focus on the strong pipeline of management agreement opportunities
• Time Out Media faced significant reductions in advertising spend due to lockdowns
• • Travel and hospitality industry particularly adversely affected
  • Continued focus on higher-margin digital offerings, with Creative Solutions successfully attracting global brand partnerships
  • Print suspended with only a limited return in the UK, Spain and Portugal in response to advertiser demand and where economically viable

• Time Out Market Abu Dhabi management
See our Strategy update
agreement signed in January 2021	on page 14
(2023 opening)

1. See note 4 for the explanation of gross and net revenue.
2. Adjusted EBITDA is stated before interest, taxation, depreciation, amortisation, share-based payments, share of associate's loss and exceptional items. It also includes property lease costs which, under IFRS 16, is replaced by depreciation and interest charges (see note 4). This is a non-GAAP alternative performance measure that management uses to aid understanding of the underlying business performance.

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www.timeout.com // Time Out Group plc - Annual Report and Accounts 2021

At a glance

Strategic Report

Governance

Financial Statements

Overview

Time Out was born out of the simple idea to help people go out better and experience cities around the world.

Today it is a trusted and much loved global brand helping our 64.5m strong audience connect physically and digitally with their city.

This is delivered through our distinct but complementary Market and Media businesses.

Time Out

Market

7 Markets

in 4 countries

Time Out Market is the world's first editorially curated food and cultural market, bringing the best chefs, restaurateurs and cultural experiences of the city together under one roof. A unique proposition, with the best local food and drink complemented by cultural activities from cooking classes with top chefs to installations from local artists

and live entertainment.

There are seven Time Out Markets around the world in Lisbon, Miami, New York, Boston, Chicago, Montreal and Dubai. A further pipeline of openings includes Porto, Abu Dhabi, Prague and more.

Moving forward, Time Out Market will focus on Management Agreements, demonstrating the strength of our brand and its appeal for the world's leading real estate companies.

Find out more about Time Out Market on pages 4 to 7.

Time Out

Media

331 cities

in 59 countries

Time Out Media is the only international city-focused media brand. We create and distribute our high-quality content - written and curated by local expert journalists - showcasing the best food, drinks, culture, art, music, theatre, travel and entertainment to our global audience through our digital and print platforms.

Time Out Media comprises websites, mobile, social media, print and live events. We monetise our global reach and desirable audience by offering multi-platform advertising solutions and e-commerce opportunities to worldwide, national and local businesses.

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04

www.timeout.com // Time Out Group plc - Annual Report and Accounts 2021

The World's Greatest Food Hall

Owned and

Operated Markets

Strategic Report

Governance

Financial Statements

Overview

There are currently five Owned & Operated Time Out Markets around the world. In this model, Time Out Market takes responsibility for the design, curation, branding and day-to-day operational management, with the Market generating revenue from a share of food turnover and bar sales.

The original Time Out Market opened in 2014, when Time Out Lisbon editors turned a historic market hall in the city into Time Out Market, creating the world's first food and cultural market. Following Time Out Market Lisbon's success, five new Time Out Markets opened in North America in 2019: Miami, New York, Boston, Chicago and Montréal (the latter being the Group's first Management Agreement, see next page).

SOON COMING

Lisbon

REOPENED POST-COVID JUNE 2021

Miami

REOPENED POST-COVID MARCH 2021

New York

REOPENED POST-COVID MAY 2021

Boston

REOPENED POST-COVID MAY 2021

Chicago	Porto
REOPENED POST-COVID JUNE 2021	OPENING 2022

In 2014 a once neglected building and neighbourhood was turned into a popular destination for both locals and tourists, and hundreds of jobs were created.

In 2019, 4.1m visitors came to the Market to explore excellent food from the city's local favourite, award-winning restaurants, enjoy drinks from eight bars and cafés, buy from five shops, attend cooking workshops in the Chef's Academy or events in the Time Out Studio, a 900-capacity entertainment venue.

The second Time Out Market location, and first in North America, Time Out Market Miami is located just off South Beach's famed Lincoln Road. Close to the iconic Art Deco District, the fabulous beach and some of the best hotels, its curated mix features top talent making up the city's vibrant culinary scene.

Time Out Market New York occupies two floors of the historic Empire Stores at 55 Water Street in Dumbo, Brooklyn. The ground floor hosts culinary concepts and two bars; and the fifth floor has four additional chef-driven eateries, a bar, a stage for cultural experiences and an outdoor rooftop overlooking the East River, offering spectacular views of Manhattan's skyline, the Brooklyn Bridge and the Manhattan Bridge.

Time Out Market Boston is located at the iconic 401 Park - a striking Art Deco building right at the heart of the popular and dynamic Fenway neighbourhood. The market is a unique food and cultural destination in this part of the city which already attracts millions of visitors each year with its museums, restaurants, bars, universities and Fenway Park, home to the Boston Red Sox.

Located at 916 W Fulton Market and spanning 50,000 sq ft across three floors, Time Out Market Chicago is the largest of the North American sites - it is a big celebration of a city rich in culinary and cultural experiences. There is a communal dining area surrounded by the kitchens and an impressive bar on the ground floor; the first floor offers a demonstration and an event kitchen, a speakeasy plus an entertainment platform with bleacher seating; a rooftop bar, Tony's, is an ode to Time Out's founder, with an amazing skyline view.

Following the incredible success of

the flagship Time Out Market in Lisbon, Time Out Market is set to open a second Portuguese location, in Porto, housed in the iconic and historic São Bento train station.

Sq ft:	Sq ft:	Sq ft:
32,000	18,000	21,000
Restaurants:	Restaurants:	Restaurants:
32	18	21
Bars:	Bars:	Bars:
8	3	3

Sq ft:	Sq ft:	Sq ft:
25,000	50,000	22,000
Restaurants:	Restaurants:	Restaurants:
15	18	15
Bars:	Bars:	Bars:
2	3	4

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06

www.timeout.com // Time Out Group plc - Annual Report and Accounts 2021

The World's Greatest Food Hall continued

Management

Agreement Markets

Strategic Report

Governance

Financial Statements

Overview

With the success of Time out Market Montreal, moving forward Time Out Market will focus on Management Agreements, with a strong and growing pipeline of proposals from around the world. Under a Management Agreement, the real estate partner funds all capital and operational expenditure and, in return, the Group will receive a pre-development fee and, once the market is trading, a share of revenue and profit of that market (subject to a minimum guaranteed fee).

Time Out Market provides a premium environment, supported by strong consumer-led marketing and a cost-effective structure for restaurateurs. At a time when commercial landlords and real estate developers face the increasing challenge of attracting customers, Time Out Market transforms spaces that become the anchor in prime locations to drive consumer footfall.

We expect to sign more sites in the year ahead, growing the Group's recurring earnings stream, without the need for further capital expenditure. Time Out Market Abu Dhabi, in partnership with Aldar, and Time Out Market Prague with Crestyl are planned to open in 2023 and 2025 respectively.

SOON COMING

SOON COMING

Time Out Market transforms spaces that become the anchor in prime

locations to drive consumer footfall.

Montréal

REOPENED POST-COVID JULY 2021

Time Out Market Montréal is the centrepiece of Centre Eaton de Montréal on Sainte-Catherine Street - a major downtown destination owned and managed by global real estate leader Ivanhoé Cambridge with whom the Company partnered for its first Management Agreement. The fact that Ivanhoé Cambridge chose Time Out Market as strategic partner, making a significant investment, is proof of the strength of the format and the brand.

Dubai

OPENED APRIL 2021

​Time Out Market Dubai is the most exciting, one-of-a-kind culinary and cultural destination - and the largest food hall - to open in the UAE. Opened in partnership with Emaar Malls, it

is located in the Souk Al Bahar with incredible scenic views from the 3,000 sq ft wraparound outdoor terrace, overlooking the Dubai Fountain and the Burj Khalifa. Fully licensed, the concessions are complemented by three unique bars that surround the open and intimate dining spaces.

Abu Dhabi

OPENING 2023

Time Out Market Abu Dhabi will be the Group's second location in the UAE. Working together with leading real estate developer, Aldar Properties, Time Out Market will open in Abu Dhabi's Saadiyat Island, a prime destination that attracts millions of locals and visitors each year.

Prague

OPENING 2025

Time Out Market Prague will open in partnership with Crestyl Group - a leading developer in the Czech Republic. Located in the Savarin, a development in the historic downtown neighbourhood around the famous Wenceslas Square, this prime retail and cultural centre is the perfect location for Time Out Market to curate the best of the city.

Sq ft:

40,000

Restaurants:

16

Bars:

3

Sq ft:	Sq ft:	Sq ft:
43,000	35,000	25,000
Restaurants:	Restaurants:	Restaurants:
17	15	14
Bars:	Bars:	Bars:
3	3	2

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08