Island of Guernsey |
7990 |
98-1583958 | ||
(State or other Jurisdiction of Incorporation Or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
† |
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
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F-1 |
• | “$,” “USD” and “U.S. dollar” each refer to the United States dollar; |
• | “£,” “GBP” and “pounds” each refer to the British pound sterling; and |
• | “€,” “EUR” and “Euro” each refer to the Euro. |
• | Sports Leagues: |
• | Sportsbooks: |
• | Sports Media (brands and digital publishers): non-gaming sectors to provide a range of online marketing and fan engagement tools that drive customer acquisition and retention. |
• | official data is critical to sports, as it serves as a means for rights holders to monetize their data; |
• | official data is critical to sportsbooks, as only official data provides guaranteed access to the fast and reliable data necessary for in-game betting; and |
• | official data is critical to regulators, as it is legally compliant and an independent source of truth that protects consumers. |
• | The largest portfolio of official betting data: in-game betting makes official data both increasingly valuable and harder to acquire. The scale of Genius’ portfolio, built up over more than a decade, puts it at the very forefront of this trend and is a key differentiator from its main competitor. |
• | Market-leading data and technology: |
• | Good earnings visibility due to long-term contracts with a large share of recurring revenues and low customer churn: 3-5 years), which allow for good earnings visibility. Approximately 60% of Genius’ revenue is from recurring revenue related to contractual minimum guarantees. Genius’ contracts are also structured with upside levers that allow the Company to benefit as its partners grow through increased GGR, expansion into new markets, and utilization of more events. |
• | Improved operating margins from scaled cost structure with high operating leverage: |
• | World-class management team with depth of experience and track record of success: co-Founder and CEO Mark Locke is recognized as a global expert on sports technology, integrity and sports betting. |
• | Share in existing customer growth. |
• | Expand Genius’ presence and acquire new customers in growth markets such as the US and Canada. |
• | Continue to develop strong partnerships with sports leagues worldwide. non-Tier 1 sports worldwide in a way that enhances the Company’s rights portfolio and offering to sportsbooks. In non-Tier 1 sports, Genius will continue to aggressively deploy its “contra” model and acquire long-term agreements in exchange for technology and software solutions. |
• | Ability to capitalize on the expansion of adjacent total addressable market opportunities. |
• | Continue to grow event utilization |
• | Price escalators. |
• | Expand value-add services and increase share of wallet. |
• | Expand its dynamic and tailored digital marketing capabilities beyond sports betting and iGaming. ad-tech solutions are deployed by dozens of sportsbooks to reach sports fans with relevant marketing messages that include game statistics and real-time betting odds. The Company expects that non-betting brands may recognize the value in the Company’s ability to align online advertising campaigns to live sporting action, enabling Genius to diversify its client base for digital marketing services. |
• | The acquisitions of FanHub and Spirable in 2021 provide Genius with new capabilities across Media and Advertising to engage casual audiences and leverage data to target a wider array of sports fans around the world. FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to collect more data and better target their customers with relevant ads or offers. Spirable is an automated content creation platform that uses live sports data and audience data to create, distribute, and optimize personalized video at scale providing the ability for Genius to offer the right ad, to the right fan, at the right time. |
• | Additional Development of Sports Facing Technology and Services. |
• | Selectively pursue strategic acquisitions and investments. |
• | Sports Technology and Services; |
• | Betting Technology, Content and Services; and |
• | Media Technology, Content and Services. |
• | Live sports data: in-game betting markets on over 240,000 events a year. |
• | Pre-game and in-game odds feeds: |
• | Risk management services: |
• | Live streaming off-peak times, in a cost-efficient manner when compared to Tier 1 streaming content. |
|
|
• | Global sportsbooks such as Fanduel, Betfair, PaddyPower and Sky Bet (all Flutter), BetMGM, Ladbrokes and Coral (all GVC/Entain), DraftKings, bet365, William Hill and 888; and |
• | Leading B2B platform providers such as Scientific Games, IGT, Kambi, and SBTech (now DraftKings B2B); |
• | Globally recognized leagues such as the NFL, EPL, NBA, NCAA, PGA, FIBA, FIFA, MLS, CFL, AFA and Dimayor; and |
• | Numerous other regional and lower tier league divisions across various sports such as basketball, soccer, ice hockey and volleyball. |
• | Recognized U.S. gaming brands such as BetMGM, Caesars, TwinSpires, Golden Nugget, DraftKings, FanDuel, William Hill, Delaware North and Unibet; |
• | A wide range of sports betting and iGaming brands in Europe and Africa, including bet365, PlayOjo, and Unibet; |
• | A wide range of brands globally including Diageo, Sony, British Airways, Heineken, Nissan, Domino’s Pizza, Volvo, Buffalo Wild Wings that Genius helps engage and monetize sports fans through its dynamic creative, media buying or free-to-play |
• | Major global media publishers, such as CBS, MSN, FoxSports, BT Sports and Univision, to which Genius helps drive valuable new audiences with data-driven sports and betting content; and |
• | Sports properties including the National Football League (“NFL”) and more than 20 teams from Major League Baseball (“MLB”), including the LA Dodgers, the Houston Astros and the San Diego Padres, that Genius helps target fans with contextual marketing campaigns that drives ticket and merchandise sales. |
• | Health epidemics or pandemics, such as COVID-19, can and have adversely affected consumer spending, consumer engagement in sports and entertainment, and reduced the number of sporting live sporting events, all of which can affect our financial results, our business operations, and prospects. |
• | Our business and operating results and the business and operating results of our customers, suppliers and vendors may be significantly impacted by general economic, political and social conditions, pandemics, wars or terrorist activity, severe weather events and other natural disasters, geopolitical circumstances and events, such as the Russia and Ukraine conflict, and the health of the sports, entertainment and sports betting industries. |
• | We may not be able to offset higher costs associated with inflation and other general cost increases. |
• | The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences. |
• | Fluctuating foreign currency and exchange rates may negatively impact our business, results of operations and financial position. |
• | We rely on relationships with sports organizations from which we acquire sports data, including, among other things, via arrangements for exclusive rights for such data. Loss of existing relationships, overreliance on certain relationships, or failure to renew or expand existing relationships may cause unanticipated costs or loss of competitive advantage, or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations. |
• | Risks related to the U.K.’s exit from the European Union (“Brexit”) may have a negative effect on global economic conditions, financial markets and our business in years to come. |
• | We operate in a competitive market and we may lose customers and relationships to both existing and future competitors. |
• | Fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians collecting data on behalf of the Company, may adversely affect our business, financial condition and results of operations and negatively impact our reputation. |
• | Our collection, storage and processing of personal data is subject to applicable data protection and privacy laws in various jurisdictions, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action. |
• | We are party to pending litigation and investigations in various jurisdictions and with various plaintiffs and we may be subject to future litigation or investigations in the operation of our business. Protracted litigation costs could negatively affect our operational costs, and an adverse outcome in one or more proceedings could adversely affect our business. |
• | Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects. |
• | We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain solutions. |
• | We rely on information technology and other systems and platforms, including our data center and Amazon Web Services and certain other third-party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects. Our product offerings and other software applications and systems, and certain third-party platforms that we use could contain undetected errors or errors that we fail to identify as material. |
• | We have a history of losses and may not be able to achieve or sustain profitability in the future. |
• | Genius may issue additional Genius ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Genius ordinary shares. |
• | Because Genius is incorporated under the laws of the States of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited. |
• | It may be difficult to enforce a U.S. judgment against Genius or its directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States. |
• | As a company incorporated in the States of Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ, and in some cases significantly differ, from NYSE corporate governance listing standards; these practices may, and in some cases does afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards. |
• | the rules under the Exchange Act requiring domestic filers to issue financial statements prepared under U.S. GAAP; |
• | the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
• | the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for insiders who profit from trades made in a short period of time; and |
• | the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events. |
Ordinary shares that may be offered and sold from time to time by the selling securityholders |
6,624,939 ordinary shares. |
Ordinary shares outstanding |
205,628,066 ordinary shares. |
Use of proceeds |
All of the securities offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section titled “Plan of Distribution”. |
See “Use of Proceeds.” |
Dividend policy |
We have not paid any cash dividends on our ordinary shares to date. The Genius Board intends to evaluate adopting a policy of paying cash dividends. In evaluating any dividend policy, the Genius Board must consider Genius’ financial condition and may consider results of operations, certain tax considerations, capital requirements, alternative uses for capital, industry standards and economic conditions. Whether Genius adopts such a dividend policy and the frequency and amount of any dividends declared on the Genius ordinary shares will be within the discretion of the Genius Board. See “Dividend Policy.” |
NYSE listing symbol |
Our ordinary shares and public warrants are currently listed on the NYSE under the symbol “GENI” and “GENI WS,” respectively. |
Risk factors |
See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares. |
• | 7,668,381 of our ordinary shares issuable upon the exercise of public warrants outstanding as of April 18, 2022; |
• | 18,500,000 of our ordinary shares issuable upon the exercise of NFL Warrants (along with the redemption and cancellation of an equal number of B shares) outstanding as of April 18, 2022, of which 11,250,000 became exercisable upon the issuance on April 26, 2021 and 4,250,000 became exercisable on April 1, 2022 and 3,000,000 will be exercisable on April 1, 2023, and 18,500,000 B shares attached to such NFL Warrants outstanding as of April 18, 2022; |
• | up to 4,000,000 of our ordinary shares issuable upon the exercise of NFL Warrants (along with the redemption and cancellation of an equal number of B shares) to be issued upon exercise of the options to extend NFL term pursuant to the License Agreement, and up to 4,000,000 B shares to be issued and attached to such NFL warrants pursuant to the License Agreement; |
• | 11,027 of ordinary shares reserved for future issuance under the Genius Option Plan (as defined below); and |
• | 4,551,606 of ordinary shares reserved for issuance under the Genius Sports Limited 2022 Equity Incentive Plan. |
For the Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
(dollars in thousands except shares and per share data) |
||||||||||||
Statement of Operations Data |
||||||||||||
Revenue |
$ | 262,735 | $ | 149,739 | $ | 114,620 | ||||||
Cost of revenue |
476,168 | 114,066 | 89,311 | |||||||||
|
|
|
|
|
|
|||||||
Gross (loss) profit |
(213,433 | ) | 35,673 | 25,309 | ||||||||
Total operating expenses |
359,859 | 56,711 | 61,498 | |||||||||
Interest income (expenses), net |
(3,331 | ) | (7,874 | ) | (6,840 | ) | ||||||
Loss on disposal of assets |
(46 | ) | (8 | ) | (7 | ) | ||||||
Gain on fair value remeasurement of contingent consideration |
(19,405 | ) | 271 | — | ||||||||
Change in fair value of derivative warrant liabilities |
(11,412 | ) | — | — | ||||||||
Gain (loss) on foreign currency |
3,032 | 114 | (2,537 | ) | ||||||||
Income tax benefit (expense) |
11,701 | (1,813 | ) | 5,366 | ||||||||
|
|
|
|
|
|
|||||||
Net loss |
$ | (592,753 | ) | $ | (30,348 | ) | $ | (40,207 | ) | |||
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|
|
|
|
|
|||||||
Weighted average common shares outstanding, basic and diluted |
150,912,333 | 70,040,242 | 68,414,830 | |||||||||
Net loss per common share, basic and diluted |
$ | (3.93 | ) | $ | (0.43 | ) | $ | (0.59 | ) | |||
Statement of Cash Flows Data |
||||||||||||
Net cash provided by (used in) operating activities |
$ | (63,308 | ) | $ | 17,073 | $ | 2,492 | |||||
Net cash used in investing activities |
(132,319 | ) | (22,656 | ) | (24,623 | ) | ||||||
Net cash provided by financing activities |
410,364 | 10,096 | 6,931 |
December 31, |
||||||||
2021 |
2020 |
|||||||
Balance Sheet Data |
||||||||
Total assets |
$ | 887,084 | $ | 391,005 | ||||
Total liabilities |
180,906 | 179,757 | ||||||
Total temporary equity |
— | 350,675 | ||||||
Total stockholders’ equity (deficit) |
706,178 | (139,427 | ) |
• | the ability to profitably manage acquired businesses or successfully integrate the acquired businesses’ operations, culture, personnel, financial reporting, accounting and internal controls, technologies and products into our business; |
• | increased indebtedness and the expense of integrating acquired businesses, including significant administrative, operational, economic, geographic or cultural challenges in managing and integrating the expanded or combined operations; |
• | entry into jurisdictions or acquisition of products or technologies with which we have limited or no prior experience, and the potential of increased competition with new or existing competitors as a result of such acquisitions; |
• | exposure to compliance, intellectual property or other issues, not uncovered by a limited due diligence review of the target or otherwise; |
• | diversion of management’s attention and the over-extension of our operating infrastructure and our management systems, information technology systems, and internal controls and procedures, which may be inadequate to support growth; |
• | bringing new businesses into compliance with various laws and regulations, including but not limited to Sarbanes Oxley Section 404, and implementing adequate financial, risk and compliance controls to ensure appropriate financial reporting. |
• | failure to fully integrate new business into our operations and difficulty in utilizing personnel and technology effectively. |
• | the ability to fund our capital needs and any cash flow shortages that may occur if anticipated revenue is not realized or is delayed, whether by general economic or market conditions, or unforeseen internal difficulties; and |
• | the ability to retain or hire qualified personnel required for expanded operations. |
• | political instability; |
• | international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions; |
• | differing economic cycles and adverse economic conditions; |
• | unexpected changes in regulatory environments and government interference in the economy, including gambling, data privacy and advertising laws and regulations; |
• | changes to economic and anti-money laundering sanctions, laws and regulations; |
• | varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries; |
• | inflation fluctuations in various regions where our revenues are contingent upon consumer spending. |
• | differing labor regulations; |
• | foreign exchange controls and restrictions on repatriation of funds; |
• | fluctuations in currency exchange rates; |
• | increased costs for corporate, administrative and personnel costs to support operations in various jurisdictions; |
• | inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws; |
• | insufficient protection against product piracy and rights infringement and differing protections for intellectual property rights; |
• | varying attitudes towards sports data providers and betting by foreign governments; |
• | difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce; |
• | differing business practices, which may require us to enter into agreements that include non-standard terms; and |
• | difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products, lack of local expertise and services. |
• | actual or anticipated fluctuations in Genius’s quarterly financial results or the quarterly financial results of companies perceived to be similar to Genius; |
• | changes in the market’s expectations about Genius’s operating results; |
• | success of competitors; |
• | Genius’s operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning Genius or the industries in which Genius operates in general; |
• | operating and share price performance of other companies that investors deem comparable to Genius; |
• | Genius’s ability to market new and enhanced products on a timely basis; |
• | changes in laws and regulations affecting Genius’s business; |
• | concerns over customers business or the wider consumer market for sportsbooks; |
• | commencement of, or involvement in, litigation involving Genius; |
• | changes in Genius’s capital structure, such as future issuances of securities (including, but not limited to, pursuant to stock option plans and other equity compensation arrangements available to officers, directors or employees, or other equity issuance transactions for which Genius, as a foreign private issuer, is not required by NYSE corporate governance listing standards to seek shareholder approval) or the incurrence of additional debt; |
• | changes in significant shareholding |
• | the volume of Genius ordinary shares available for public sale; |
• | any major change in Genius’s management or Board of Directors; |
• | social, environmental or governance factors relating to our relationship to sportsbooks or otherwise; |
• | sales of substantial amounts of Genius ordinary shares by Genius’s directors, executive officers or significant shareholders or the perception that such sales could occur; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, inflation, international currency fluctuations and acts of war or terrorism. |
• | Genius’s existing shareholders’ proportionate ownership interest in Genius may decrease; |
• | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
• | the relative voting strength of each previously outstanding Genius ordinary share may be diminished; and |
• | the market price of Genius ordinary shares may decline. |
• | acquires an interest in Genius shares that, when taken together with shares in which persons acting in concert with such person are interested, carry 30% or more of the voting rights of Genius; or |
• | together with persons acting in concert with such person, is interested in shares that in the aggregate carry not less than 30% of Genius’ voting rights but does not hold shares carrying more than 50% of such voting rights, and such person (or any person acting in concert with such person) acquires additional interests in Genius shares that increase the percentage of shares carrying voting rights in which that person is interested, |
As of December 31, 2021 |
||||
(In thousands, except per share data) |
||||
Cash and cash equivalents |
$ | 222,378 | ||
Debt: |
||||
Current debt |
23 | |||
Long-term debt—less current portion |
65 | |||
|
|
|||
Total debt |
$ | 88 | ||
|
|
|||
Shareholders’ equity |
||||
Class A common stock |
— | |||
Common stock |
1,936 | |||
B Shares |
2 | |||
Additional paid-in capital |
1,461,730 | |||
Accumulated deficit |
(757,317 | ) | ||
Accumulated other comprehensive loss |
(173 | ) | ||
|
|
|||
Total shareholders’ equity |
$ | 706,178 | ||
|
|
|||
Total capitalization |
$ | 706,266 | ||
|
|
December 31, |
||||||||
2021 |
2020 |
|||||||
Events under official rights |
201,216 | 162,078 | ||||||
Of which, exclusive |
128,232 |
101,906 |
Year Ended |
Year Ended |
Year Ended |
||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
(dollars, in thousands) |
||||||||||||
Revenue by Product Group |
||||||||||||
Betting Technology, Content and Services |
$ | 177,201 | $ | 110,618 | $ | 88,370 | ||||||
Media Technology, Content and Services |
48,312 | 23,055 | 11,883 | |||||||||
Sports Technology and Services |
37,222 | 16,066 | 14,367 | |||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
$ |
262,735 |
$ |
149,739 |
$ |
114,620 |
||||||
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
(dollars, in thousands) |
||||||||||||
Consolidated net loss |
$ | (592,753 | ) | $ | (30,348 | ) | $ | (40,207 | ) | |||
Adjusted for: |
||||||||||||
Net, interest expense |
3,331 | 7,874 | 6,840 | |||||||||
Income tax expense (benefit) |
(11,701 | ) | 1,813 | (5,366 | ) | |||||||
Amortization of acquired intangibles (1) |
37,617 | 21,571 | 21,412 | |||||||||
Other depreciation and amortization (2) |
22,542 | 14,010 | 6,793 | |||||||||
Stock-based compensation (3) |
489,474 | — | — | |||||||||
Transaction expenses |
12,886 | 672 | 1,005 | |||||||||
Litigation and related costs (4) |
4,395 | 2,295 | 516 | |||||||||
Change in fair value of derivative warrant liabilities |
11,412 | — | — | |||||||||
(Gain) loss on fair value remeasurement of contingent consideration |
19,405 | (271 | ) | — | ||||||||
Other (5) |
4,942 | (106 | ) | 2,799 | ||||||||
|
|
|
|
|
|
|||||||
Adjusted EBITDA |
$ |
1,550 |
$ |
17,510 |
$ |
(6,208 |
) | |||||
|
|
|
|
|
|
(1) | Includes amortization of intangible assets generated through business acquisitions, inclusive of amortization for data rights, marketing products, and acquired technology. |
(2) | Includes depreciation of Genius’ property and equipment, amortization of contract cost, and amortization of internally developed software and other intangible assets. Excludes amortization of intangible assets generated through business acquisitions. |
(3) | Includes restricted shares and stock options granted to employees and directors and equity-classified non-employee awards issued to suppliers. |
(4) | Includes mainly legal and related costs in connection with non-routine litigation matters including Sportradar litigation and BetConstruct litigation. |
(5) | Includes gain/losses on disposal of assets, gain/losses on foreign currency and expenses incurred related to earn-out payments on historical acquisitions. For the year ended December 31, 2021 an allowance for doubtful accounts of $0.7 million is included for Russian sportsbook customers as a result of events in Ukraine. |
Year Ended |
Variance |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
In dollars |
In % |
|||||||||||||
(dollars, in thousands) |
||||||||||||||||
Revenue |
$ | 262,735 | $ | 149,739 | $ | 112,996 | 75 | % | ||||||||
Cost of revenue(1) |
476,168 | 114,066 | 362,102 | 317 | % | |||||||||||
Gross (loss) profit |
(213,433 | ) | 35,673 | (249,106 | ) | (698 | )% | |||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing(1) |
27,292 | 13,176 | 14,116 | 107 | % | |||||||||||
Research and development(1) |
26,513 | 11,240 | 15,273 | 136 | % | |||||||||||
General and administrative(1) |
293,168 | 31,623 | 261,545 | 827 | % | |||||||||||
Transaction expenses |
12,886 | 672 | 12,214 | 1,818 | % | |||||||||||
Total operating expense |
359,859 | 56,711 | 303,148 | 535 | % | |||||||||||
Loss from operations |
(573,292 | ) | (21,038 | ) | (552,254 | ) | 2,625 | % | ||||||||
Interest expense, net |
(3,331 | ) | (7,874 | ) | 4,543 | (58 | )% | |||||||||
Loss on disposal of assets |
(46 | ) | (8 | ) | (38 | ) | 475 | % | ||||||||
Gain (loss) on fair value remeasurement of contingent consideration |
(19,405 | ) | 271 | (19,676 | ) | (7,261 | )% | |||||||||
Change in fair value of derivative warrant liabilities |
(11,412 | ) | — | (11,412 | ) | — | ||||||||||
Gain (loss) on foreign currency |
3,032 | 114 | 2,918 | 2,560 | % | |||||||||||
Total other income (expenses) |
(31,162 | ) | (7,497 | ) | (23,665 | ) | 316 | % | ||||||||
Loss before income taxes |
(604,454 | ) | (28,535 | ) | (575,919 | ) | 2,018 | % | ||||||||
Income tax benefit (expense) |
11,701 | (1,813 | ) | 13,514 | (745 | )% | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ |
(592,753 |
) |
$ |
(30,348 |
) |
$ |
(562,405 |
) |
1,853 |
% | |||||
|
|
|
|
|
|
|
|
(1) | Includes stock-based compensation as follows: |
Year Ended |
Variance |
|||||||||||||||
December 31, 2021 |
December 31, 2020 |
In dollars |
In % |
|||||||||||||
(dollars, in thousands) |
||||||||||||||||
Cost of revenue |
$ | 243,512 | $ | — | $ | 243,512 | — | |||||||||
Sales and marketing |
3,546 | — | 3,546 | — | ||||||||||||
Research and development |
4,670 | — | 4,670 | — | ||||||||||||
General and administrative |
237,746 | — | 237,746 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total stock-based compensation |
$ |
489,474 |
$ |
— |
$ |
489,474 |
— |
|||||||||
|
|
|
|
|
|
|
|
Year Ended |
Variance |
|||||||||||||||
December 31, 2020 |
December 31, 2019 |
In dollars |
In % |
|||||||||||||
(dollars, in thousands) |
||||||||||||||||
Revenue |
$ | 149,739 | $ | 114,620 | $ | 35,119 | 31 | % | ||||||||
Cost of revenue |
114,066 | 89,311 | 24,755 | 28 | % | |||||||||||
Gross profit |
35,673 | 25,309 | 10,364 | 41 | % | |||||||||||
Operating expenses: |
||||||||||||||||
Sales and marketing |
13,176 | 17,711 | (4,535 | ) | (26 | )% | ||||||||||
Research and development |
11,240 | 13,290 | (2,050 | ) | (15 | )% | ||||||||||
General and administrative |
31,623 | 29,492 | 2,131 | 7 | % | |||||||||||
Transaction expenses |
672 | 1,005 | (333 | ) | (33 | )% | ||||||||||
Total operating expense |
56,711 | 61,498 | (4,787 | ) | (8 | )% | ||||||||||
Loss from operations |
(21,038 | ) | (36,189 | ) | 15,151 | (42 | )% | |||||||||
Interest income (expense), net |
(7,874 | ) | (6,840 | ) | (1,034 | ) | 15 | % | ||||||||
Gain (loss) on disposal of assets |
(8 | ) | (7 | ) | (1 | ) | 14 | % | ||||||||
Gain on fair value remeasurement of contingent consideration |
271 | — | 271 | nm | ||||||||||||
Gain (loss) on foreign currency |
114 | (2,537 | ) | 2,651 | (104 | )% | ||||||||||
Total other income (expenses) |
(7,497 | ) | (9,384 | ) | 1,887 | (20 | )% | |||||||||
Loss before income taxes |
(28,535 | ) | (45,573 | ) | 17,038 | (37 | )% | |||||||||
Income tax benefit (expense) |
(1,813 | ) | 5,366 | (7,179 | ) | (134 | )% | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ |
(30,348 |
) |
$ |
(40,207 |
) |
$ |
9,859 |
(25 |
)% | ||||||
|
|
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
||||||||||
December 31, 2021 |
December 31, 2020 |
December 31, 2019 |
||||||||||
(dollars, in thousands) |
||||||||||||
Net cash provided by (used in) operating activities |
$ | (63,308 | ) | $ | 17,073 | $ | 2,492 | |||||
Net cash provided by (used in) investing activities |
(132,319 | ) | (22,656 | ) | (24,623 | ) | ||||||
Net cash provided by (used in) financing activities |
410,364 | 10,096 | 6,931 |
• | Sports Leagues: |
• | Sportsbooks: |
• | Sports Media (brands and digital publishers): non-gaming sectors to provide a range of online marketing and fan engagement tools that drive customer acquisition and retention. |
• | official data is critical to sports, as it serves as a means for rights holders to monetize their data; |
• | official data is critical to sportsbooks, as only official data provides guaranteed access to the fast and reliable data necessary for in-game betting; and |
• | official data is critical to regulators, as it is legally compliant and an independent source of truth that protects consumers. |
• | The largest portfolio of official betting data: in-game betting makes official data both increasingly valuable and harder to acquire. The scale of Genius’ portfolio, built up over more than a decade, puts it at the very forefront of this trend and is a key differentiator from its main competitor. |
• | Market-leading data and technology: |
• | Good earnings visibility due to long-term contracts with a large share of recurring revenues and low customer churn: 3-5 years), which allow for good earnings visibility. Approximately 60% of Genius’ revenue is from recurring revenue related to contractual minimum guarantees. Genius’ contracts are also structured with upside levers that allow the Company to benefit as its partners grow through increased GGR, expansion into new markets, and utilization of more events. |
• | Improved operating margins from scaled cost structure with high operating leverage: |
• | World-class management team with depth of experience and track record of success: co-Founder and CEO Mark Locke is recognized as a global expert on sports technology, integrity and sports betting. |
• | Share in existing customer growth. |
• | Expand Genius’ presence and acquire new customers in growth markets such as the US and Canada. |
with B2B sports betting platform providers give the Company a major competitive advantage in high growth jurisdictions. Genius is a preferred data supplier to a majority of significant sportsbooks in the U.K. and anticipates this will translate well in new markets. |
• | Continue to develop strong partnerships with sports leagues worldwide. non-Tier 1 sports worldwide in a way that enhances the Company’s rights portfolio and offering to sportsbooks. In non-Tier 1 sports, Genius will continue to aggressively deploy its “contra” model and acquire long-term agreements in exchange for technology and software solutions. |
• | Ability to capitalize on the expansion of adjacent total addressable market opportunities. |
• | Continue to grow event utilization |
• | Price escalators. |
• | Expand value-add services and increase share of wallet. |
• | Expand its dynamic and tailored digital marketing capabilities beyond sports betting and iGaming. ad-tech solutions are deployed by dozens of sportsbooks to reach sports fans with relevant marketing messages that include game statistics and real-time betting odds. The Company expects that non-betting brands may recognize the value in the Company’s ability to align online advertising campaigns to live sporting action, enabling Genius to diversify its client base for digital marketing services. |
• | The acquisitions of FanHub and Spirable in 2021 provide Genius with new capabilities across Media and Advertising to engage casual audiences and leverage data to target a wider array of sports fans around the world. FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to collect more data and better target their customers with relevant ads or offers. Spirable is an automated content creation platform that uses live sports data and audience data to create, distribute, and optimize personalized video at scale providing the ability for Genius to offer the right ad, to the right fan, at the right time. |
• | Additional Development of Sports Facing Technology and Services. |
• | Selectively pursue strategic acquisitions and investments. |
• | Sports Technology and Services; |
• | Betting Technology, Content and Services; and |
• | Media Technology, Content and Services. |
• | Live sports data: in-game betting markets on over 240,000 events a year. |
• | Pre-game and in-game odds feeds: |
• | Risk management services: |
• | Live streaming off-peak times, in a cost-efficient manner when compared to Tier 1 streaming content. |
|
|
• | Global sportsbooks such as Fanduel, Betfair, PaddyPower and Sky Bet (all Flutter), BetMGM, Ladbrokes and Coral (all GVC/Entain), DraftKings, bet365, William Hill and 888; and |
• | Leading B2B platform providers such as Scientific Games, IGT, Kambi, and SBTech (now DraftKings B2B); |
• | Globally recognized leagues such as the NFL, EPL, NBA, NCAA, PGA, FIBA, FIFA, MLS, CFL, AFA and Dimayor; and |
• | Numerous other regional and lower tier league divisions across various sports such as basketball, soccer, ice hockey and volleyball. |
• | Recognized U.S. gaming brands such as BetMGM, Caesars, TwinSpires, Golden Nugget, DraftKings, FanDuel, William Hill, Delaware North and Unibet; |
• | A wide range of sports betting and iGaming brands in Europe and Africa, including bet365, PlayOjo, and Unibet; |
• | A wide range of brands globally including Diageo, Sony, British Airways, Heineken, Nissan, Domino’s Pizza, Volvo, Buffalo Wild Wings that Genius helps engage and monetize sports fans through its dynamic creative, media buying or free-to-play |
• | Major global media publishers, such as CBS, MSN, FoxSports, BT Sports and Univision, to which Genius helps drive valuable new audiences with data-driven sports and betting content; and |
• | Sports properties including the National Football League (“NFL”) and more than 20 teams from Major League Baseball (“MLB”), including the LA Dodgers, the Houston Astros and the San Diego Padres, that Genius helps target fans with contextual marketing campaigns that drives ticket and merchandise sales. |
• | the General Data Protection Regulation, the ePrivacy Directive and implementing national legislation and any data laws and regulations enacted in the United Kingdom, including the U.K. GDPR; |
• | U.S. federal, state and local data protections laws such as the Federal Trade Commission Act and similar state laws, state data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act, and the Stop Hacks and Improve Electronic Data Security Act of New York; |
• | the Data Protection Law of Colombia and the directives of the Superintendence of Industry and Commerce of Colombia; and |
• | other international data protection, data localization, and state laws impacting data privacy and collection. |
• | U.S. state laws regulating sportsbetting and online gaming and related licensing requirements; |
• | laws regulating the advertising and marketing of sportsbetting, including but not limited to the U.K. Code of Non-Broadcast Advertising, Direct Marketing, and Sales Promotion administered by the Committee of Advertising Practice and the U.S. Federal Trade Commission Act; |
• | anti-bribery and anti-corruption regulations, and corporate regulations including the Foreign Corrupt Practices Act and the U.K. Bribery Act; |
• | laws and regulations relating to antitrust, competition, anti-money laundering, OFAC, intellectual property, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters; and |
• | other international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state unfair or deceptive practices acts. |
Name |
Country of Incorporation and Place of Business |
Nature of Business |
Proportion of Ordinary Shares Held by Genius |
|||||
Maven Topco Limited |
Guernsey | Holding company | 100 | % | ||||
Genius Sports SS Holdings, Inc |
United States | Holding company | 100 | % | ||||
Genius Sports Group Limited |
United Kingdom | Holding company | 100 | % | ||||
Betgenius Limited |
United Kingdom | Data services and technology | 100 | % | ||||
Genius Sports Media, Inc. |
United States | Data services and technology | 100 | % |
Name |
Age |
Position | ||||
Mark Locke |
42 | Director and Chief Executive Officer | ||||
David Levy |
59 | Chair | ||||
Albert Costa Centena |
37 | Director | ||||
Gabriele Cipparrone |
46 | Director | ||||
Kimberly Bradley |
53 | Director | ||||
Niccolo de Masi |
41 | Director | ||||
Harry L.You |
62 | Director | ||||
Daniel Burns |
51 | Director | ||||
Roxana Mirica |
36 | Director | ||||
Nicholas Taylor |
47 | Chief Financial Officer | ||||
Steven Burton |
50 | Chief Operating Officer | ||||
Jack Davison |
45 | Chief Commercial Officer | ||||
Campbell Stephenson |
46 | Chief Information Officer | ||||
Tom Russell |
42 | Chief Legal Officer |
(U.S. dollars in thousands)(1) |
All executive officers |
|||
Base compensation(2) |
$ | 2,225,160 | ||
Bonuses(3) |
$ | 1,616,752 | ||
Additional benefit payments(4) |
$ | 24,211 | ||
Total cash compensation |
$ | 3,866,123 |
(1) | Amounts payable in pound sterling have been converted into U.S. dollars using the calendar year 2021 annual exchange rate of £1.00 to USD$1.37595925. |
(2) | Base compensation represents the actual salary amounts paid to executive officers in 2021. |
(3) | With respect to the bonuses referenced above, Genius may, on occasion and if appropriate, make discretionary annual awards to members of its senior management team or other staff who have displayed exceptional performance or otherwise gone above and beyond in their efforts on behalf of Genius during the prior year. Bonuses are payable solely at the discretion of Genius’s Chief Executive Officer (other than those relating to the Chief Executive Officer) and in any case overseen by the Compensation Committee of the Board, and are typically awarded in tandem with Genius’s annual pay review process. The bonus payments referenced in the table above reflect annual bonus awards earned in respect of 2021 performance and will be paid in early 2022, subject to satisfaction of relevant terms and conditions. |
(4) | Additional benefits include employer pension contributions and provision of private medical insurance cover. |
Executive |
Unrestricted Ordinary Shares |
Restricted Ordinary Shares |
Total Ordinary Shares |
% of Total Outstanding Shares |
||||||||||||
Mark Locke (CEO) |
16,368,395 | 5,192,079 | 21,560,474 | 10.6 | % | |||||||||||
Nick Taylor (CFO) |
712,856 | 888,185 | 1,601,041 | * | ||||||||||||
Steven Burton (COO) |
995,439 | 429,745 | 1,425,184 | * | ||||||||||||
Jack Davison (CCO) |
1,104,233 | 429,745 | 1,533,978 | * | ||||||||||||
Campbell Stephenson (CIO) |
1,485,412 | 429,745 | 1,915,157 | * | ||||||||||||
Tom Russell (CLO) |
424,238 | 367,205 | 791,543 | * |
* | less than 1% |
• | the Class I directors are Harry L. You, Daniel Burns and Kimberly Bradley; |
• | the Class II directors are Niccolo de Masi, Albert Costa Centena and David Levy; and |
• | the Class III directors are Gabrielle Cipparrone, Mark Locke and Roxana Mirica. |
• | meeting with Genius’s independent registered public accounting firm regarding, among other issues, audits, and adequacy of Genius’s accounting and control systems; |
• | monitoring the independence of Genius’s independent registered public accounting firm; |
• | verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
• | inquiring and discussing with management Genius’s compliance with applicable laws and regulations; |
• | pre-approving all audit services and permitted non-audit services to be performed by Genius’s independent registered public accounting firm, including the fees and terms of the services to be performed; |
• | appointing or replacing Genius’s independent registered public accounting firm; |
• | determining the compensation and oversight of the work of Genius’s independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
• | establishing procedures for the receipt, retention and treatment of complaints received by Genius regarding accounting, internal accounting controls or reports which raise material issues regarding Genius’s financial statements or accounting policies; |
• | reviewing and approving all payments made to Genius’s existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of Genius’s audit committee will be reviewed and approved by the Genius Board, with the interested director or directors abstaining from such review and approval; |
• | Reviewing and approving or ratifying any conflicts of interest, related party transactions and waivers in accordance with Genius’s related party transaction policy; |
• | Overseeing the Companies’ risks including significant conflicts of interest and risk mitigation strategies. |
• | identifying, evaluating and selecting, or making recommendations to the Genius Board regarding, nominees for election to the board of directors and its committees; |
• | evaluating the performance of the Genius Board and of individual directors; |
• | ensuring appropriate succession plans are in place for key executive officers and the board and its committees; |
• | considering, and making recommendations to the Genius Board regarding the composition of the board and its committees; |
• | reviewing developments in corporate governance and ESG practices; |
• | Setting the board of directors’ annual governance strategy; |
• | evaluating the adequacy of the corporate governance practices and reporting; and |
• | developing, and making recommendations to the Genius Board regarding, corporate governance guidelines and matters. |
• | have demonstrated notable or significant achievements in business, education or public service; |
• | possess the requisite intelligence, education and experience to make a significant contribution to the board of directors of Genius and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
• | have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to Genius’s Chief Executive Officer’s compensation, evaluating the Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of the Chief Executive Officer based on such evaluation; |
• | reviewing and approving the compensation of all of its other officers and Executive Officers; |
• | reviewing its executive compensation policies and plans; |
• | implementing and administering its incentive compensation equity-based remuneration plans; |
• | assisting management in complying with its annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for its executive officers and employees; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | each beneficial owner of more than 5% of the outstanding Genius ordinary shares; |
• | each executive officer or a director of Genius; and |
• | all of Genius’ executive officers and directors as a group. |
Beneficial Owner |
Number of Genius Shares |
Approximate Percentage of Outstanding Shares |
||||||
Directors and executive officers |
||||||||
Mark Locke (1) |
21,560,474 | 10.5 | % | |||||
David Levy (1) |
61,495 | * | ||||||
Albert Costa Centena (1) |
— | — | ||||||
Gabriele Cipparrone (1) |
— | — | ||||||
Roxana Mirica (1) |
— | — | ||||||
Niccolo de Masi (2) (3) |
2,400,000 | 1.2 | % | |||||
Harry L. You (2) (4) |
2,400,000 | 1.2 | % | |||||
Daniel Burns (1) (5) |
88,844 | * | ||||||
Kimberly Bradley (1) |
5,747 | * | ||||||
Nicholas Taylor (1) |
1,601,041 | * | ||||||
Steven Burton (1) |
1,425,184 | * | ||||||
Jack Davison (1) |
1,533,978 | * | ||||||
Campbell Stephenson (1) |
1,915,157 | * | ||||||
Tom Russell (1) |
791,543 | * | ||||||
All directors and executive officers as a group (14 persons) |
33,783,463 | 16.4 | % | |||||
Other 5% shareholders |
||||||||
Maven TopHoldings SARL (6) |
60,212,336 | 29.3 | % | |||||
Funds and Accounts Managed by Caledonia (7) |
18,444,075 | 9.0 | % | |||||
Alger Associates Inc. (8) |
12,756,592 | 6.2 | % | |||||
NFL Enterprises, LLC (9) |
15,500,000 | 7.5 | % |
* | Less than 1%. |
(1) | The business address of this shareholder is 9th Floor, 10 Bloomsbury Way, London, WC1A 2SL, United Kingdom. |
(2) | The business address of this shareholder is 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144. |
(3) | Isalea Investments LP is the record holder of the shares reported herein. Niccolo de Masi has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. |
(4) | Includes 2,300,000 Genius ordinary shares directly held by RHY 2021 Irrevocable Trust. Harry L. You has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. |
(5) | Includes 7,480 Genius ordinary shares directly held by Carbon Group Ltd. Daniel Burns has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. |
(6) | Based solely on the Schedule 13G filed by Apax IX GP Co. Limited on February 14, 2022, (a) each of Maven TopHoldings SARL and Apax IX GP Co. Limited has the sole voting power and sole dispositive power with respect to 60,212,336 Genius ordinary shares, (b) Maven TopHoldings SARL is the record holder of the reported Genius ordinary shares, (c) Apax IX GP Co. Limited, through majority vote of its board, shares voting and dispositive power over the reported Genius ordinary shares held directly by Maven TopHoldings SARL and, accordingly, may be deemed the beneficial owner of such securities, (d) the foregoing statements shall not be construed as an admission that Apax IX GP Co. Limited or any individual member of the board of directors of Apax IX GP Co. Limited is the beneficial owner of any securities covered by such statements and (e) the address of the principal business office of the foregoing persons is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey, GY5 7FS. |
(7) | Based solely on the Schedule 13G filed by Caledonia (Private) Investments Pty Limited on February 15, 2022, (a) Caledonia (Private) Investments Pty Limited has the sole voting power and sole dispositive power with respect to 18,477,075 Genius ordinary shares and (b) the address of the principal business office of Caledonia (Private) Investments Pty Limited is Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia. |
(8) | Based solely on the Schedule 13G filed by Alger Associates, Inc., on February 14, 2022, (a) Alger Associates, Inc. has sole voting power and sole dispositive power with respect to 12,756,592 Genius ordinary shares, which are beneficially owned by one or more open-end investment companies or other managed accounts that are investment management clients of Fred Alger Management, LLC, a registered investment adviser, which is a 100% owned subsidiary of Alger Group Holdings, LLC, a holding company, which is a 100% owned subsidiary of Alger Associates, Inc., a holding company and (b) the principal business office of Alger Associates, Inc. is 100 Pearl Street, 27th Floor, New York, NY 10004. |
(9) | NFL Enterprises, LLC (“NFL Enterprises”) holds 15,500,000 vested NFL Warrants of the Company that are exercisable within sixty (60) days of April 18, 2022. Each NFL Warrant entitles NFL Enterprises to purchase from the Company one ordinary share of the Company. Until such time as such NFL Warrants are exercised, NFL Enterprises has no economic equity interests in the Company. NFL Enterprises, an entity affiliated with the National Football League, is a subsidiary of NFL Ventures, L.P., the partners of whom are the 32 professional football member clubs of the National Football League. The business address of NFL Enterprises and NFL Ventures, L.P. is 345 Park Avenue, New York, NY 10154. |
Prior to the offering |
Following the offering |
|||||||||||||||||||
Name of Selling Securityholder |
Ordinary Shares Owned Before the Offering |
Approximate Percentage of Outstanding Shares |
Ordinary Shares Being Offered |
Ordinary Shares Owned After the Offering |
Approximate Percentage of Outstanding Shares |
|||||||||||||||
Byrneside Davies Holdings Pty Ltd as trustee for the Byrneside Davies Discretionary Trust(1) |
689,272 | * | 689,272 | — | — | |||||||||||||||
August Capital, VI, L.P.(2) |
1,169,321 | * | 1,169,321 | — | — | |||||||||||||||
Steven A. Ballmer(3) |
991,205 | * | 991,205 | — | — | |||||||||||||||
Rajiv Maheswaran(4) |
389,029 | * | 389,029 | — | — | |||||||||||||||
Yu-Han Chang(5) |
389,029 | * | 389,029 | — | — | |||||||||||||||
ToT 2S Industries, LLC(6) |
291,957 | * | 291,957 | — | — | |||||||||||||||
Jeffrey Su(7) |
259,353 | * | 259,353 | — | — | |||||||||||||||
MCP SPV III, a series of Medici Capital Partners LLC(8) |
228,085 | * | 228,085 | — | — |
Prior to the offering |
Following the offering |
|||||||||||||||||||
Name of Selling Securityholder |
Ordinary Shares Owned Before the Offering |
Approximate Percentage of Outstanding Shares |
Ordinary Shares Being Offered |
Ordinary Shares Owned After the Offering |
Approximate Percentage of Outstanding Shares |
|||||||||||||||
S-Cubed Capital(9) |
378,418 | * | 378,418 | — | — | |||||||||||||||
J Tsai Sports Enterprises LTD.(10) |
295,902 | * | 295,902 | — | — | |||||||||||||||
All other Selling Securityholders(11) |
1,543,368 | * | 1,543,368 | — | — |
* | Less than 1%. |
(1) | The business address of this shareholder is c/o James Allen, MinterEllison, Waterfront Place 1 Eagle Street, Brisbane QLD 4000, Australia. |
(2) | The business address of this shareholder is PMB #456, 660 Fourth St, San Francisco, California, 94107-1122. |
(3) | The business address of this shareholder is 10400 NE 4th Street Suite 3000, Bellevue, Washington, 98004. |
(4) | The business address of this shareholder is 504-A Garfield Avenue, South Pasadena, California, 91030. |
(5) | The business address of this shareholder is 819 Montrose Ave, South Pasadena, California, 91030-2816. |
(6) | The business address of this shareholder is 137 N Larchmont 494, Los Angeles, California, 90004. |
(7) | The business address of this shareholder is 820 Mission St #309, South Pasadena, California, 91030. |
(8) | The business address of this shareholder is 6510 Millrock Drive, Suite 400, Salt Lake City, Utah, 84121. |
(9) | The business address of this shareholder is 43 Wicklow Drive, Hilton Head Island, South Carolina, 29928. |
(10) | The business address of this shareholder is c/o Blue Pool Capital Limited, 25/F Hysan Place, 500 Hennessy Road, Hong Kong. |
(11) | The disclosure with respect to the remaining Selling Securityholders is being made on an aggregate basis, as opposed to an individual basis, because their aggregate holdings are less than 1% of the total voting power prior to this offering. |
. |
• | a reasonably brief description of the business desired to be brought before the annual general meeting, including the text of the proposal or business, and the reasons for conducting such business at the annual general meeting; |
• | the name and address, as they appear on our register of shareholders, of the shareholder proposing such business and any Shareholder Associated Person (as defined below); |
• | the class or series and number of Genius ordinary shares that are held of record or are beneficially owned by such shareholder or any Shareholder Associated Person and any derivative positions held or beneficially held by the shareholder or any Shareholder Associated Person; |
• | whether and the extent to which any hedging or other transaction or series of transactions has been entered into by or on behalf of such shareholder or any Shareholder Associated Person with respect to any Genius Securities (as defined below), and a description of any other agreement, arrangement or understanding (including any short position or any borrowing or lending of shares), the effect or intent of which is to mitigate loss to, or to manage the risk or benefit from share price changes for, or to increase or decrease the voting power of, such shareholder or any Shareholder Associated Person with respect to any Genius Securities; |
• | any material interest of the shareholder or an Shareholder Associated Person in such business, including a reasonably detailed description of all agreements, arrangements and understandings between or among any of such shareholders or between or among any proposing shareholders and any other person or entity (including their names) in connection with the proposal of such business by such shareholder; and |
• | a statement as to whether such shareholder or any Shareholder Associated Person will deliver a proxy statement and form of proxy to holders of at least the percentage of our voting shares required under applicable law and the rules of the NYSE to carry the proposal. |
• | any affiliate (as defined in the Genius Governing Documents) of, or person acting in concert with, such shareholder; |
• | any beneficial owner of Genius ordinary shares owned of record or beneficially by such shareholder and on whose behalf the proposal or nomination, as the case may be, is being made; and |
• | any person controlling, controlled by or under common control with a person referred to in the preceding two bullets. |
• | be a shareholder of record on both the date of the giving of the notice by such shareholder provided for in the Genius Governing Documents and the record date for the determination of shareholders entitled to vote at such annual general meeting; |
• | on each such date beneficially own more than 15% of the issued ordinary shares (unless otherwise provided in the Exchange Act or the rules and regulations of the SEC); and |
• | have given timely notice thereof in proper written form to the Secretary of Genius. |
• | as to each nominating shareholder: |
• | the information about the shareholder and its Shareholder Associated Persons specified above under “—Shareholder proposals other than director nominations”; |
• | any other information relating to such shareholder that would be required to be disclosed pursuant to any applicable law and rules of the SEC or of the NYSE; and |
• | as to each person whom the shareholder proposes to nominate for election as a director: |
• | all information that would be required if such nominee was a nominating shareholder, as described above, except such information shall also include the business address and residence address of the person; |
• | the principal occupation or employment of the person; |
• | all information relating to such person that is required to be disclosed in solicitations of proxies for appointment of directors in an election contest, or is otherwise required, in each case pursuant to Regulation 14A under the Exchange Act or any successor provisions thereto, and any other information relating to the person that would be required to be disclosed pursuant to any applicable law and rules of the SEC or of the NYSE; and |
• | a description of all direct and indirect compensation and other material monetary arrangements and understandings during the past three years, and any other material relationship, between or among any nominating shareholder and its affiliates and associates, on the one hand, and each proposed nominee, his respective affiliates and associates, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Item 404 under Regulation S-K of the Exchange Act if such nominating shareholder were the “registrant” for purposes of such rule and the proposed nominee were a director or executive officer of such registrant. |
• | in whole and not in part; |
• | at a price of $0.01 per warrant; |
• | upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and |
• | if, and only if, the closing price of the Genius ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as |
described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments” 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. |
• | in whole and not in part; |
• | at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” (as defined below) of the Genius ordinary shares except as otherwise described below; and |
• | if, and only if, the closing price of the Genius ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “—Warrants—Public Shareholders’ Warrants—Anti-Dilution Adjustments” 30-trading day period ending three trading days before we send the notice of redemption to the warrant holders. |
Fair Market Value of Ordinary Shares |
||||||||||||||||||||||||||||||||||||
Redemption Date (period to expiration of warrants) |
10.00 |
11.00 |
12.00 |
13.00 |
14.00 |
15.00 |
16.00 |
17.00 |
18.00 |
|||||||||||||||||||||||||||
60 months |
0.261 | 0.281 | 0.297 | 0.311 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
57 months |
0.257 | 0.277 | 0.294 | 0.310 | 0.324 | 0.337 | 0.348 | 0.358 | 0.361 | |||||||||||||||||||||||||||
54 months |
0.252 | 0.272 | 0.291 | 0.307 | 0.322 | 0.335 | 0.347 | 0.357 | 0.361 | |||||||||||||||||||||||||||
51 months |
0.246 | 0.268 | 0.287 | 0.304 | 0.320 | 0.333 | 0.346 | 0.357 | 0.361 | |||||||||||||||||||||||||||
48 months |
0.241 | 0.263 | 0.283 | 0.301 | 0.317 | 0.332 | 0.344 | 0.356 | 0.361 | |||||||||||||||||||||||||||
45 months |
0.235 | 0.258 | 0.279 | 0.298 | 0.315 | 0.330 | 0.343 | 0.356 | 0.361 | |||||||||||||||||||||||||||
42 months |
0.228 | 0.252 | 0.274 | 0.294 | 0.312 | 0.328 | 0.342 | 0.355 | 0.361 | |||||||||||||||||||||||||||
39 months |
0.221 | 0.246 | 0.269 | 0.290 | 0.309 | 0.325 | 0.340 | 0.354 | 0.361 | |||||||||||||||||||||||||||
36 months |
0.213 | 0.239 | 0.263 | 0.285 | 0.305 | 0.323 | 0.339 | 0.353 | 0.361 | |||||||||||||||||||||||||||
33 months |
0.205 | 0.232 | 0.257 | 0.280 | 0.301 | 0.320 | 0.337 | 0.352 | 0.361 | |||||||||||||||||||||||||||
30 months |
0.196 | 0.224 | 0.250 | 0.274 | 0.297 | 0.316 | 0.335 | 0.351 | 0.361 | |||||||||||||||||||||||||||
27 months |
0.185 | 0.214 | 0.242 | 0.268 | 0.291 | 0.313 | 0.332 | 0.350 | 0.361 | |||||||||||||||||||||||||||
24 months |
0.173 | 0.204 | 0.233 | 0.260 | 0.285 | 0.308 | 0.329 | 0.348 | 0.361 | |||||||||||||||||||||||||||
21 months |
0.161 | 0.193 | 0.223 | 0.252 | 0.279 | 0.304 | 0.326 | 0.347 | 0.361 | |||||||||||||||||||||||||||
18 months |
0.146 | 0.179 | 0.211 | 0.242 | 0.271 | 0.298 | 0.322 | 0.345 | 0.361 | |||||||||||||||||||||||||||
15 months |
0.130 | 0.164 | 0.197 | 0.230 | 0.262 | 0.291 | 0.317 | 0.342 | 0.361 | |||||||||||||||||||||||||||
12 months |
0.111 | 0.146 | 0.181 | 0.216 | 0.250 | 0.282 | 0.312 | 0.339 | 0.361 | |||||||||||||||||||||||||||
9 months |
0.090 | 0.125 | 0.162 | 0.199 | 0.237 | 0.272 | 0.305 | 0.336 | 0.361 | |||||||||||||||||||||||||||
6 months |
0.065 | 0.099 | 0.137 | 0.178 | 0.219 | 0.259 | 0.296 | 0.331 | 0.361 | |||||||||||||||||||||||||||
3 months |
0.034 | 0.065 | 0.104 | 0.150 | 0.197 | 0.243 | 0.286 | 0.326 | 0.361 | |||||||||||||||||||||||||||
0 months |
— | — | 0.042 | 0.115 | 0.179 | 0.233 | 0.281 | 0.323 | 0.361 |
x = |
Y(A – B) A |
|||||||
• | financial institutions or financial services entities; |
• | insurance companies; |
• | mutual funds; |
• | pension plans; |
• | S corporations; |
• | broker-dealers; |
• | traders in securities that elect mark-to-market |
• | regulated investment companies; |
• | real estate investment trusts; |
• | trusts and estates; |
• | tax-exempt organizations (including private foundations); |
• | passive foreign investment companies; |
• | controlled foreign corporations; |
• | governments or agencies or instrumentalities thereof; |
• | investors that hold Genius ordinary shares or public warrants or who will hold Genius ordinary shares or public warrants as part of a “straddle,” “hedge,” “conversion,” “synthetic security,” “constructive ownership transaction,” “constructive sale” or other integrated transaction for U.S. federal income tax purposes; |
• | investors subject to the alternative minimum tax provisions of the Internal Revenue Code of 1986, as amended (the “U.S. Tax Code”); |
• | U.S. Holders (as defined below) that have a functional currency other than the U.S. dollar; |
• | accrual method taxpayers that file applicable financial statements as described in Section 451(b) of the U.S. Tax Code; |
• | U.S. expatriates; |
• | investors subject to the U.S. “inversion” rules; |
• | holders owning or considered as owning (directly, indirectly, or through attribution) 5 percent (measured by vote or value) or more of Genius ordinary shares; and |
• | persons who received any Genius ordinary shares or warrants issued pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation, fees or other consideration in connection with performance of services or similar arrangements. |
• | an individual who is a U.S. citizen or resident of the United States; |
• | a corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust (A) the administration of which is subject to the primary supervision of a U.S. court and which has one or more U.S. persons (within the meaning of the U.S. Tax Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury Regulations to be treated as a U.S. person. |
• | the U.S. Holder’s gain or excess distribution will be allocated ratably over the U.S. Holder’s holding period for the Genius ordinary shares or public warrants; |
• | the amount allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holder’s holding period before the first day of Genius’s first taxable year in which Genius is a PFIC, will be taxed as ordinary income; |
• | the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder without regard to the U.S. Holder’s other items of income and loss for such year; and |
• | an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder with respect to the tax attributable to each such other taxable year of the U.S. Holder. |
(i) | the gain is effectively connected with the conduct of a trade or business of the Non-U.S. Holder in the United States, and, if provided in an applicable income tax treaty, is attributable to a “permanent establishment” or a “fixed base” maintained by the Non-U.S. Holder in the United States; or |
(ii) | the Non-U.S. Holder is an individual who is treated as present in the U.S. for 183 days or more during the taxable year of disposition and certain other conditions are met, in which case such gain (which gain may be offset by certain U.S.-source losses) generally will be taxed at a 30% rate (or lower applicable treaty rate). |
(a) | the judgment is for a debt or fixed or ascertainable sum of money (provided that the judgment does not relate to U.S. penal, revenue or other public laws); |
(b) | the judgment is final and conclusive; and |
(c) | the court in the U.S. had, at the time when proceedings were served, jurisdiction over the judgment debtor in accordance with the Guernsey rules of private international law. |
(a) | the judgment was given in proceedings that were in breach of principles of natural or substantial justice; |
(b) | enforcement of the judgment would be contrary to Guernsey public policy; |
(c) | the foreign court did not have jurisdiction to give that judgment according to Guernsey rules on the conflict of laws; |
(d) | there was fraud on the part of the U.S. court pronouncing judgment; |
(e) | there was fraud on the part of the party in whose favour the judgment was given; |
(f) | enforcement proceedings are time barred under the Guernsey laws on prescription/limitation; |
(g) | the foreign judgment is not for a definite sum of money (which is not a sum in respect of taxes or penalties) or is not final and conclusive; |
(h) | the foreign judgment was against a person who was entitled to immunity from the courts of that country; and |
(i) | the foreign court had no jurisdiction in circumstances where the judgment debtor was, at the time the proceedings were instituted, present in the foreign country and the bringing of proceedings in that U.S. court was contrary to an agreement under which the dispute was to be settled and the judgment debtor did not agree to the proceedings being brought in that U.S. court, nor counterclaimed or otherwise submitted to the jurisdiction. |
(a) | where the respondent to the order sought to be enforced was, at the time the proceedings were instituted, present in the foreign jurisdiction (and where that “person” is a corporate entity, where it is resident or maintains a fixed place of business in the foreign jurisdiction); |
(b) | where the respondent to the order sought to be enforced was a claimant or counterclaimant in the proceedings in the foreign court; |
(c) | where the respondent to the order sought to be enforced submitted to the jurisdiction of the foreign court by voluntarily appearing in the proceedings; or |
(d) | where the respondent to the order sought to be enforced agreed, prior to the commencement of the proceedings, to submit to the jurisdiction of the foreign court. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter |
• | through trading plans entered into by a selling securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | to or through broker-dealers; |
• | at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | in options transactions; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
||||
F-8 |
December 31 |
December 31 |
|||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Accounts receivable, net |
||||||||
Contract assets |
||||||||
Prepaid expenses |
||||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
|
|
|
|
|||||
Property and equipment, net |
||||||||
Intangible assets, net |
||||||||
Goodwill |
||||||||
Deferred tax asset |
||||||||
Other assets |
||||||||
|
|
|
|
|||||
Total assets |
$ |
$ |
||||||
|
|
|
|
|||||
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) |
| |||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued expenses |
||||||||
Deferred revenue |
||||||||
Current debt |
||||||||
Derivative warrant liabilities |
||||||||
Other current liabilities |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
|
|
|
|
|||||
Long-term debt – less current portion |
||||||||
Deferred tax liability |
||||||||
Other liabilities |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
|
|
|
|
|||||
Temporary equity: |
||||||||
Preference shares, $ |
||||||||
|
|
|
|
|||||
Total temporary equity |
||||||||
|
|
|
|
|||||
Shareholders’ equity (deficit) |
||||||||
Common stock, $ |
||||||||
B Shares, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Accumulated other comprehensive income (loss) |
( |
) | ||||||
|
|
|
|
|||||
Total shareholders’ equity (deficit) |
( |
) | ||||||
|
|
|
|
|||||
Total liabilities, temporary equity and shareholders’ equity (deficit) |
$ |
$ |
||||||
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue |
$ | $ | $ | |||||||||
Cost of revenue |
||||||||||||
|
|
|
|
|
|
|||||||
Gross (loss) profit |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Operating expenses: |
||||||||||||
Sales and marketing |
||||||||||||
Research and development |
||||||||||||
General and administrative |
||||||||||||
Transaction expenses |
||||||||||||
|
|
|
|
|
|
|||||||
Total operating expense |
||||||||||||
|
|
|
|
|
|
|||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Interest expense, net |
( |
) | ( |
) | ( |
) | ||||||
Loss on disposal of assets |
( |
) | ( |
) | ( |
) | ||||||
Gain (loss) on fair value remeasurement of contingent consideration |
( |
) | ||||||||||
Change in fair value of derivative warrant liabilities |
( |
) | ||||||||||
Gain (loss) on foreign currency |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Total other income (expenses) |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
|||||||
Net loss per common share: |
|
|||||||||||
Basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Weighted average common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended |
Year Ended |
Year Ended |
||||||||||
December 31, |
December 31, |
December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Net loss |
$ | ( |
$ | ( |
$ | ( |
||||||
Other comprehensive loss: |
|
|||||||||||
Foreign currency translation adjustments |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Comprehensive loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
Temporary Equity |
Permanent Equity |
|||||||||||||||||||||||||||||||||||||||
Preference Shares |
Amounts |
Common Stock |
Amounts |
B Shares |
Amounts |
Additional Paid in Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income (Loss) |
Total Shareholders’ Equity (Deficit) |
|||||||||||||||||||||||||||||||
Balance at January 1, 2019 |
$ |
$ |
— |
$ |
— |
$ |
$ |
( |
) |
$ |
( |
$ |
( |
) | ||||||||||||||||||||||||||
Retroactive application of reverse capitalization |
— | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at January 1, 2019, effect of (see Note 2 – reverse capitalization Reverse )Capitalization |
$ |
$ |
— |
$ |
— |
$ |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Issuance of common shares |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of preference shares |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Preferred share accretion |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2019 |
$ |
$ |
— |
$ |
— |
$ |
$ |
( |
$ |
$ |
( |
) | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Preferred share accretion |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2020 |
$ |
$ |
— |
$ |
— |
$ |
$ |
( |
) |
$ |
$ |
( |
) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | ( |
) | — | ( |
) | ||||||||||||||||||||||||||||
Foreign currency translation adjustment |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||
Preferred share accretion |
— | — | — | — | — | — | ( |
) | — | ( |
) | |||||||||||||||||||||||||||||
Merger recapitalization |
( |
) | ( |
) | — | — | — | — | ||||||||||||||||||||||||||||||||
Merger and PIPE financing, net of equity issuance costs of $ |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs of $ |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combinations |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Stock-based compensation |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Vesting of restricted shares |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of B shares |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs of $ |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with warrant redemptions |
— | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at December 31, 2021 |
— |
$ |
— |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
$ |
||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Cash Flows from operating activities: |
||||||||||||
Net loss |
$( |
$( |
$( |
|||||||||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: |
||||||||||||
Depreciation and amortization |
||||||||||||
Loss on disposal of assets |
||||||||||||
(Gain) loss on fair value remeasurement of contingent consideration |
( |
) |
— |
|||||||||
Stock-based compensation |
— |
— |
||||||||||
Change in fair value of derivative warrant liabilities |
— |
— |
||||||||||
Non-cash interest expense (income), net |
||||||||||||
Amortization of contract cost |
||||||||||||
Deferred income taxes |
( |
) |
( |
) | ||||||||
Loss on foreign currency remeasurement |
||||||||||||
Changes in assets and liabilities |
||||||||||||
Effect of business combinations |
( |
) |
— |
— |
||||||||
Accounts receivable, net |
( |
) |
( |
) |
( |
) | ||||||
Contract asset |
( |
) |
( |
) |
( |
) | ||||||
Prepaid expenses |
( |
) |
( |
) |
( |
) | ||||||
Other current assets |
( |
) |
( |
) | ||||||||
Other assets |
( |
) |
( |
) | ||||||||
Accounts payable |
( |
) |
||||||||||
Accrued expenses |
||||||||||||
Deferred revenue |
||||||||||||
Other current liabilities |
||||||||||||
Other liabilities |
( |
) |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities |
( |
) |
||||||||||
Cash flows from investing activities: |
||||||||||||
Purchases of property and equipment |
( |
) |
( |
) |
( |
) | ||||||
Capitalization of internally developed software costs |
( |
) |
( |
) |
( |
) | ||||||
Repayment of executive loan notes |
— |
— |
||||||||||
Purchases of intangible assets |
( |
) |
( |
) |
( |
) | ||||||
Acquisition of business, net of cash acquired |
( |
) |
( |
) |
( |
) | ||||||
Proceeds from disposal of assets |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
( |
) |
( |
) |
( |
) | ||||||
Cash flows from financing activities: |
||||||||||||
Proceeds from merger with dMY Technology Group, Inc. II |
— |
— |
||||||||||
Proceeds from issuance of common shares |
— |
— |
||||||||||
Proceeds from issuance of preference shares |
— |
— |
||||||||||
Payment of contingent consideration |
— |
— |
( |
) | ||||||||
dMY Technology Group, Inc. II transaction costs |
( |
) |
— |
— |
||||||||
Capitalization of Genius equity issuance costs |
( |
) |
— |
— |
||||||||
PIPE financing, net of equity issuance costs |
— |
— |
||||||||||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs |
— |
— |
||||||||||
Issuance of B shares |
— |
— |
||||||||||
Preference shares payout and Incentive Securities Catch-Up Payment |
( |
) |
— |
— |
||||||||
Repayment of loans and mortgage |
( |
) |
( |
) |
( |
) | ||||||
Proceeds from borrowings |
— |
|||||||||||
Proceeds from exercise of Public Warrants |
— |
— |
||||||||||
Proceeds from shareholder deposits |
— |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities |
||||||||||||
Effect of exchange rate changes on cash |
( |
) |
( |
) |
( |
) | ||||||
Net increase (decrease) in cash |
( |
) | ||||||||||
Cash, beginning of period |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash, end of period |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash activities: |
||||||||||||
Cash paid during the period for interest |
$ |
$ |
$ |
|||||||||
Cash paid during the period for income taxes |
$ |
$ |
$ |
|||||||||
Supplemental disclosure of noncash investing and financing activities: |
||||||||||||
Preferred share accretion |
$ |
$ |
$ |
|||||||||
Deferred offering costs included in other current assets and accrued expenses |
$ |
— |
$ |
$ |
— |
|||||||
Contingent consideration for acquisition of business included in other liabilities |
$ |
— |
$ |
— |
$ |
|||||||
Conversion of preference shares to common stock |
$ |
$ |
— |
$ |
— |
|||||||
Warrants acquired as part of merger with dMY Technology Group, Inc. II |
$ |
( |
) |
$ |
— |
$ |
— |
|||||
Exercise of Private Placement Warrants |
$ |
$ |
— |
$ |
— |
Estimated Useful Lives | ||
(years) | ||
Buildings |
||
IT equipment |
||
Furniture and fixtures |
||
Other equipment |
• | Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. |
• | Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. |
• | Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. |
• |
Identify the contract, or contracts, with the customer; |
• |
Identify the performance obligations in the contract; |
• |
Determine the transaction price; |
• |
Allocate the transaction price to performance obligations in the contract; and |
• |
Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. |
dMY Class A common stock outstanding prior to the Merger |
||||
Less: redemption of dMY shares |
||||
|
|
|||
Genius ordinary shares issued to dMY Class A common stockholders |
||||
Genius ordinary shares issued to dMY Class B common stockholders |
||||
Genius ordinary shares issued to PIPE Investors |
||||
|
|
|||
Total Genius ordinary shares issued in connection with the Merger and PIPE Investment |
||||
Genius ordinary shares converted from legacy Maven Topco shares (1) |
||||
|
|
|||
Total Genius ordinary shares issued immediately after the Merger |
(1) |
Includes – Stock-based Compensation fo r further details. |
Consideration Transferred |
||||
Cash for outstanding Second Spectrum capital stock (1) |
$ | |||
Fair value of Genius Sports Limited common stock issued for outstanding Second Spectrum capital stock (2) |
||||
Cash for vested outstanding Second Spectrum equity awards (3) |
||||
|
|
|||
Total consideration transferred |
$ |
|||
|
|
(1) |
Includes cash consideration paid to former Second Spectrum shareholders totaling $ |
(2) |
Represents the issuance of , 2021 closing price of $ – Fair Value Measurements for details of additional shares issued in early 2022. |
(3) |
Includes $ , 2021 associated with the pre-acquisition services provided by former Second Spectrum shareholders. |
Fair value of net assets acquired |
||||
Cash and cash equivalents |
$ | |||
Accounts receivables, net |
||||
Prepaid expenses |
||||
Other current assets |
||||
Property and equipment, net |
||||
Intangible assets, net |
||||
Other assets |
||||
Goodwill (1) |
||||
|
|
|||
Total assets acquired |
$ |
|||
|
|
|||
Accounts payable |
||||
Accrued expenses |
||||
Deferred revenue |
||||
Other current liabilities |
||||
Deferred tax liability |
||||
|
|
|||
Total liabilities assumed |
$ |
|||
|
|
|||
Total consideration transferred |
$ |
|||
|
|
(1) |
Reflects a working capital adjustment of $ |
Useful Lives |
As of June 15, 2021 |
|||||
(years) |
(in thousands) |
|||||
Technology |
$ | |||||
Marketing products (1) |
||||||
|
|
|||||
Total intangible assets acquired subject to amortization |
$ |
|||||
|
|
(1) |
Includes customer relationships of $ |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Pro forma revenue |
$ | $ | ||||||
Pro forma net loss |
( |
) | ( |
) |
(1) |
Transaction costs of approximately $ |
(2) |
Payment of approximately $ |
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue by Product Group |
||||||||||||
Betting Technology, Content and Services |
$ | $ | $ | |||||||||
Media Technology, Content and Services |
||||||||||||
Sports Technology and Services |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Revenue by geographical market: |
||||||||||||
Europe |
$ | $ | $ | |||||||||
Americas |
||||||||||||
Rest of the world |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
$ |
$ |
|||||||||
|
|
|
|
|
|
As of December 31, 2021 |
As of December 31, 2020 |
|||||||
Balance, beginning of period |
$ | $ | ||||||
Increase (decrease) in provision |
||||||||
Write-offs, net of recoveries |
( |
) | ( |
) | ||||
Foreign currency translation adjustments |
( |
) | ||||||
Balance, end of period |
$ |
$ |
||||||
As of December 31, |
As of December 31, |
|||||||
2021 |
2020 |
|||||||
Buildings |
$ | $ | ||||||
IT Equipment |
||||||||
Furniture and fixtures |
||||||||
Other equipment |
||||||||
Total property and equipment |
$ | $ | ||||||
Less: accumulated depreciation |
||||||||
Property and equipment, net |
$ |
$ |
||||||
Balance as of December 31, 2019 |
$ | |||
Goodwill acquired |
||||
Effect of currency translation remeasurement |
||||
Balance as of December 31, 2020 |
$ | |||
Goodwill acquired (1) |
||||
Effect of currency translation remeasurement |
( |
) | ||
Balance as of December 31, 2021 |
$ |
|||
(1) |
Includes a working capital adjustment of $ |
Weighted Average Remaining Useful Lives |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||
(years) |
||||||||||||||
Data rights |
$ | $ | $ | |||||||||||
Marketing products |
||||||||||||||
Technology |
||||||||||||||
Capitalized software |
||||||||||||||
Total intangible assets |
$ |
$ |
$ |
|||||||||||
Weighted Average Remaining Useful Lives |
Gross Carrying Amount |
Accumulated Amortization |
Net Carrying Amount |
|||||||||||
(years) |
(in thousands) |
|||||||||||||
Data rights |
$ | $ | $ | |||||||||||
Marketing products |
||||||||||||||
Technology |
||||||||||||||
Capitalized software |
||||||||||||||
Total intangible assets |
$ |
$ |
$ |
|||||||||||
Fiscal Years |
(in thousands) |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total |
$ |
|||
December 31, 2021 |
December 31, 2020 |
|||||||
Other current assets: |
||||||||
Non-trade receivables |
$ | $ | ||||||
Deferred offering costs |
— | |||||||
Executive note receivable |
— | |||||||
Inventory |
||||||||
Total other current assets |
$ |
$ |
||||||
Other assets: |
||||||||
Security deposit |
$ | $ | ||||||
Corporate tax receivable |
||||||||
Sales tax receivable |
||||||||
Contract costs |
||||||||
Total other assets |
$ |
$ |
||||||
Instrument |
Date of Issuance |
Maturity Date |
Effective interest rate |
December 31, 2021 |
December 31, 2020 |
|||||||||||
Investor Loan Notes |
September 2018 to December 2019 |
$ | — | $ | ||||||||||||
Genius Sports Italy Srl Mortgage |
December 2010 |
|||||||||||||||
Related party loan |
December 2020 |
— | ||||||||||||||
$ | $ | |||||||||||||||
Less current portion of debt |
( |
) | ( |
) | ||||||||||||
Non-current portion of debt |
$ |
$ |
||||||||||||||
Fiscal Period: |
(in thousands) |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
Total payment outstanding |
$ |
|||
December 31, 2021 |
December 31, 2020 |
|||||||
Other current liabilities: |
||||||||
Other payables |
$ | $ | ||||||
Deferred consideration |
— | |||||||
Contingent consideration |
||||||||
|
|
|
|
|||||
Total other current liabilities |
$ |
$ |
||||||
|
|
|
|
|||||
Other liabilities: |
||||||||
Deferred consideration |
$ | $ | — | |||||
Contingent consideration |
||||||||
Incentive securities |
— | |||||||
|
|
|
|
|||||
Total other liabilities |
$ |
$ |
||||||
|
|
|
|
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Net loss attributable to common stockholders – basic and |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Basic and diluted weighted average common stock outstanding |
||||||||||||
|
|
|
|
|
|
|||||||
Loss per share attributable to common stockholders – basic and diluted |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
Year ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Stock options to purchase common stock |
— | — | ||||||||||
Unvested restricted shares |
— | — | ||||||||||
Public Warrants to purchase common stock |
— | — | ||||||||||
Warrants issued to NFL to purchase common stock |
— | — | ||||||||||
Preference shares |
— | |||||||||||
Incentive Securities |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Common share and equivalents price - marketable (1) |
$ | |
||
Discount for lack of marketability (“DLOM”) (2) |
% | |||
*Term (3) |
years | |||
*Volatility (4) |
% | |||
*Risk-free rate (5) |
% |
(1) |
Represents the publicly traded common stock price of dMY as of the modification date on October 27, 2020 |
(2) |
Represents the discount for lack of marketability of the historical Incentive Securities as of the modification date on October 27, 2020 (subsequently converted to restricted shares upon Closing), calculated using the Finnerty Method |
(3) |
Represents the sum of the expected term from the modification date to Closing (6 months) and the vesting period of 4 years for Performance-Vesting Restricted Shares |
(4) |
Calculated based on comparable companies’ historical volatilities over a matching term of |
(5) |
Based on the U.S. Constant Maturity Treasury yield curve as of the modification date over a matching term of |
* |
Only used to estimate the modification date fair value of historical Class D Incentive Securities (subsequently converted to Performance-Vesting Restricted Shares) under Monte Carlo simulations |
Number of Shares |
Weighted Average Grant Date Fair Value per Share |
|||||||
Unvested restricted shares as of December 31, 2020 |
— | |||||||
Granted |
$ | |
||||||
Forfeited |
( |
) | $ | |||||
Vested |
( |
) | $ | |||||
Unvested restricted shares as of December 31, 2021 |
$ | |||||||
Time to maturity (1) |
years | |||
Common stock price (2) |
$ | |
||
Volatility (3) |
% | |||
Risk-free rate (4) |
% | |||
Strike price (1) |
$ | |||
Dividend yield (5) |
% |
(1) |
Based on contractual terms |
(2) |
Represents the publicly traded common stock price as of the Grant Date |
(3) |
Calculated based on comparable companies’ historical volatilities over a matching term of |
(4) |
Based on the U.S. Constant Maturity Treasury yield curve as of the valuation date over a matching term over |
(5) |
Assumes a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future |
Number of Options |
Weighted Average Exercise Price |
Weighted Average Remaining Contractual Life |
Aggregate Intrinsic Value |
|||||||||||||
(in years) |
(in thousands) |
|||||||||||||||
Outstanding as of December 31, 2020 |
— |
|||||||||||||||
Granted |
$ | |||||||||||||||
Forfeited |
( |
) | $ | |||||||||||||
Outstanding as of December 31, 2021 |
$ | $ | ||||||||||||||
Exercisable as of December 31, 2021 |
||||||||||||||||
Unvested as of December 31, 2021 |
Number of Warrants |
Weighted Averaged Exercise Price |
|||||||
Outstanding as of December 31, 2020 |
||||||||
Issued |
$ | |||||||
Outstanding as of December 31, 2021 |
||||||||
Awards Outstanding |
Weighted Averaged Exercise Price |
Aggregate Intrinsic Value |
||||||||||
(in thousands) |
||||||||||||
Unvested awards December 31, 2020 |
$ | $ | ||||||||||
Converted |
( |
) | $ | |||||||||
Outstanding as of December 31, 2021 |
$ | — | ||||||||||
Year Ended December 31, |
||||||||||||
2021 |
2020 |
2019 |
||||||||||
Cost of revenue |
$ | $ | $ | |||||||||
Sales and marketing |
||||||||||||
Research and development |
||||||||||||
General and administrative |
||||||||||||
Total |
$ |
$ |
$ |
|||||||||
Description |
Level 1 |
Level 2 |
Level 3 |
Total |
||||||||||||
Liabilities: |
||||||||||||||||
Public Warrants |
$ | $ | — | $ | — | $ | ||||||||||
Contingent Consideration |
— | |||||||||||||||
Total liabilities |
$ |
$ |
$ |
$ |
||||||||||||
As of September 15, 2021 |
As of April 20, 2021 |
|||||||
Exercise price |
$ | $ | ||||||
Stock price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Term |
years | years | ||||||
Risk-free rate |
% | % | ||||||
Dividend yield |
% | % |
Public Warrants |
Private Placement Warrants |
Total |
||||||||||
Initial measurement at April 20, 2021 |
$ | $ | $ | |||||||||
Change in fair value |
( |
) | ||||||||||
Exercise of warrants |
( |
) | ( |
) | ( |
) | ||||||
Foreign currency translation adjustments |
( |
) | ( |
) | ( |
) | ||||||
Derivative warrant liabilities at December 31, 2021 |
$ |
$ |
$ |
|||||||||
2021 |
2020 |
|||||||
Beginning balance – January 1 |
$ | $ | ||||||
Additions (1) |
||||||||
(Gain) loss on fair value remeasurement of contingent consideration (2) |
( |
) | ||||||
Foreign currency translation adjustments |
||||||||
Ending balance – December 31 |
$ |
$ |
||||||
(1) |
Additions during the year ended December 31, 2021 represent contingent consideration liabilities arising from the Spirable acquisition (refer to Note 3 – Business Combinations ) in the third quarter of 2021. |
(2) |
(Gain) loss on fair value remeasurement of contingent consideration mainly consist of an increase in the obligation to the former management shareholders of Second Spectrum as the lock-up period expired on December 31, 2021. Pursuant to the terms and conditions of the business combination agreement with Second Spectrum, the Company will issue an additional |
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
||||||||||
U.K. |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Foreign |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Loss before income taxes |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
|
|
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
Current: |
||||||||||||
U.K. |
$ | $ | $ | |||||||||
Foreign |
||||||||||||
|
|
|
|
|
|
|||||||
Current tax expense |
||||||||||||
|
|
|
|
|
|
|||||||
Deferred: |
||||||||||||
U.K. |
( |
) | ( |
) | ||||||||
Foreign |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Deferred tax expense (benefit) |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total |
$ |
( |
) |
$ |
$ |
( |
) | |||||
|
|
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
Year Ended December 31, |
||||||||||
2021 |
2020 |
2019 |
||||||||||
U.K. provision at statutory rate |
% | % | % | |||||||||
Expenses not deductible for tax purposes |
( |
) | ( |
) | ||||||||
Return to provision |
( |
) | ||||||||||
Non-deductible interest expense |
( |
) | ||||||||||
Income not taxable |
||||||||||||
Stock based compensation |
( |
) | ||||||||||
Chargeable gains/(losses) |
|
|
|
|
|
|
|
|
|
|
|
|
Remeasurement of warrant liability |
|
|
|
|
|
|
|
|
|
|
|
|
Transaction cost adjustment |
( |
) | ||||||||||
Tax rate change |
( |
) | ||||||||||
Foreign rate difference |
( |
) | ||||||||||
Change in valuation allowance |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
% |
( |
)% |
% | ||||||||
|
|
|
|
|
|
Year Ended December 31, |
Year Ended December 31, |
|||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carry forward |
$ | $ | ||||||
Property and equipment |
( |
) | ||||||
Other |
||||||||
|
|
|
|
|||||
Deferred tax assets before valuation allowance |
||||||||
Valuation allowance |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Deferred tax assets, net of valuation allowance |
||||||||
|
|
|
|
|||||
Deferred tax liabilities: |
||||||||
Outside basis difference |
||||||||
Intangible assets |
||||||||
|
|
|
|
|||||
Deferred tax liabilities |
||||||||
|
|
|
|
|||||
Net deferred tax assets (liabilities) |
$ |
( |
) |
$ |
( |
) | ||
|
|
|
|
Years Ended December 31 |
(in thousands) |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total |
$ |
|||
|
|
Years Ended December 31 |
(in thousands) |
|||
2022 |
$ | |
||
2023 |
||||
2024 |
||||
2025 |
||||
2026 |
||||
Thereafter |
||||
|
|
|||
Total |
$ |
|||
|
|
Item 6. |
Indemnification of Directors and Officers |
Item 7. |
Recent Sales of Unregistered Securities |
Item 8. |
Exhibits and Financial Statement Schedules |
* | Filed herewith. |
** | Previously filed. |
+ | Certain schedules and similar attachments to the exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). |
Item 9. |
Undertakings. |
GENIUS SPORTS LIMITED | ||
By: | /s/ Mark Locke | |
Name: | Mark Locke | |
Title: | Chief Executive Officer and Director |
Name |
Title | |
/s/ Mark Locke Mark Locke |
Chief Executive Officer and Director (Principal Executive Officer) | |
* Nicholas Taylor |
Chief Financial Officer (Principal Financial and Accounting Officer) | |
* David Levy |
Chairman | |
* Albert Costa Centena |
Director | |
* Gabriele Cipparrone |
Director | |
* Niccolo de Masi |
Director | |
* Harry L. You |
Director | |
* Daniel Burns |
Director | |
* Kimberly Williams-Bradley |
Director | |
* Roxana Mirica |
Director | |
/s/ Donald J. Puglisi Donald J. Puglisi |
Authorized Representative in the United States |
* /s/ Mark Locke |
Mark Locke Attorney-in-Fact |