REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | ☒ | ||||
Accelerated filer | ☐ | Emerging growth company |
U.S. GAAP ☐ | |
Other ☐ | ||||||
by the International Accounting Standards Board | ☒ |
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F-1 |
• | “Adjusted EBITDA” represents earnings before interest, tax, depreciation and amortization, adjusted for impairment of intangible assets and financial assets, loss from loss of control of subsidiary, foreign exchange gains/losses, other finance income/costs and amortization of sports rights. Adjusted EBITDA is a non-IFRS measure and a reconciliation to profit for the year, its most directly comparable IFRS measure, is included in Item 5.A. “Operating and Financial Review and Prospects Operating Results— Non-IFRS Financial Measures and Operating Metrics |
• | “Adjusted EBITDA margin” is the ratio of Adjusted EBITDA to revenue. See Item 5.A. “ Operating and Financial Review and Prospects Operating Results— Non-IFRS Financial Measures and Operating Metrics |
• | “Adjusted Free Cash Flow” represents net cash from operating activities adjusted for payments for lease liabilities, acquisition of property and equipment, acquisition of intangible assets (excluding certain intangible assets required to further support an acquired business) and foreign currency gains (losses) on our cash equivalents. Adjusted Free Cash Flow is a non-IFRS measure and a reconciliation to net cash from operating activities, its most directly comparable IFRS measure, is included in Item 5.A. “Operating and Financial Review and Prospects Operating Results— Non-IFRS Financial Measures and Operating Metrics |
• | “Cash Flow Conversion” is the ratio of Adjusted Free Cash Flow to Adjusted EBITDA. See Item 5.A. “ Operating and Financial Review and Prospects Operating Results— Non-IFRS Financial Measures and Operating Metrics |
• | “Dollar-Based Net Retention Rate” is calculated for a given period by starting with the reported trailing twelve month revenue, which includes both subscription-based and revenue sharing revenue, from our top 200 customers as of twelve months prior to such period end, or prior period revenue. We then calculate the reported trailing twelve month revenue from the same customer cohort as of the current period end, or current period revenue. Current period revenue includes any upsells and is net of contraction and attrition over the trailing twelve months, but excludes revenue from new customers in the current period. We then divide the total current period revenue by the total prior period revenue to arrive at our Dollar-Based Net Retention Rate. |
• | economic downturns and political and market conditions beyond our control could adversely affect our business, financial condition or results of operations; |
• | the global COVID-19 pandemic has had and may continue to have an adverse effect on our business or results of operations; |
• | we depend on the success of our strategic relationships with our sports league partners; |
• | social responsibility concerns and public opinion regarding responsible gambling, gambling by minors, match-fixing and related matters may adversely impact our reputation; |
• | changes in public and consumer tastes and preferences and industry trends could reduce demand for our products, services and content offerings; |
• | potential changes in competitive landscape, including new market entrants or disintermediation by participants in the industry, could harm our business; |
• | our potential inability to anticipate and adopt new technology in response to changing industry and regulatory standards and evolving customer needs may adversely affect our competitiveness; |
• | real or perceived errors, failures or bugs in our products could materially and adversely affect our financial conditions or results of operations; |
• | our inability to protect our systems and data from continually evolving cybersecurity risks, security breaches or other technological risks could affect our reputation among our customers, consumers and regulators, and may expose us to liability; |
• | interruptions and failures in our systems or infrastructure, including as a result of cyber-attacks, natural catastrophic events, geopolitical events, disruptions in our workforce, system breakdowns or fraud may have a significant adverse effect on our business; |
• | we, our customers and our suppliers may be subject to a variety of U.S. and foreign laws on sports betting, many of which are unsettled and still developing and which could subject us to claims or otherwise harm our business; |
• | a significant amount of our revenue is indirectly derived from jurisdictions where we or our customers are not required to hold a license or limited regulatory framework exists and the legality of sports betting varies from jurisdiction to jurisdiction and is subject to uncertainties; |
• | our growth prospects depend on the legal and regulatory status of real money gambling and betting legislation applicable to our customers; |
• | failure to comply with regulatory requirements in a particular jurisdiction, or the failure to successfully obtain a supplier license or authorization applied for in a particular jurisdiction, could impact our ability to comply with or cause rejection of licensing in other jurisdictions; |
• | our ability to successfully remediate the material weakness in our internal control over financial reporting; |
• | we are subject to evolving governmental regulations and other legal obligations, particularly related to privacy, data protection and information security, and consumer protection laws across different markets where we conduct our business; |
• | failure to obtain, maintain, protect, enforce and defend our intellectual property rights, or to obtain intellectual property protection that is sufficiently broad, may diminish our competitive advantages or interfere with our ability to develop, market and promote our products and services; |
• | we may not be able to secure financing in a timely manner, or at all, to meet our long-term future capital needs, which could impair our ability to execute our business plan; |
• | acquisitions create certain risks and may adversely affect our business, financial condition or results of operations; and |
• | as a foreign private issuer, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company. |
• | Sports betting products and services may be limited or prohibited by existing law or new legislation. We may be required to cease operations in particular countries due to political uncertainties or government restrictions imposed by the United States government or foreign governments, including the United Kingdom and EU countries. |
• | Economic or political instability, natural disasters, war, acts of terrorism, or civil unrest may cause currency devaluation that makes exchange rates difficult to manage, sporting events or matches to be postponed, cancelled or modified or our offices and employees in such regions to be negatively impacted. These risks could negatively impact our ability to offer our services and as a result could adversely affect our business, financial condition or results of operations. |
• | The general state of technological infrastructure in some lesser developed countries, including countries where we have a large number of customers, creates operational risks for us that generally are not present in our operations in Europe and other more technologically developed countries. |
• | Reduced respect and protection for intellectual property rights in some jurisdictions. |
• | rapid and significant changes in technology, resulting in new and innovative sports entertainment and content options, that could place us at a competitive disadvantage and reduce the use of our products and services; |
• | direct competitors, such as sports data and solution providers and indirect competitors, such as the sports betting bookmakers and media companies we serve or the league partners we rely on for (live) data and streaming rights, other industry participants and/or new market entrants (including technology and social media companies) may develop products and services that compete with or replace our products and services; and |
• | participants in the sports media, entertainment and betting industries may undergo disintermediation of service providers and establish direct business relationships with sports leagues and teams for data, statistics and content. |
• | loss of revenue; |
• | loss of customers; |
• | loss of customer data; |
• | loss of sports league partnerships; |
• | harm to our business or reputation resulting from negative publicity; |
• | exposure to fraud losses or other liabilities; |
• | additional operating and development costs; or |
• | diversion of management, technical and other resources. |
• | retain an active customer base and attract new customers; |
• | avoid interruptions or disruptions in our service; |
• | improve the quality of the customer experience on our platforms; |
• | earn and preserve our customers’ trust with respect to the quality of our products and services; |
• | process, store and use personal customer data in compliance with governmental regulation and other legal obligations related to data privacy, data protection and data security; |
• | comply with extensive existing and new laws and regulations, including licensing requirements for B2B suppliers to the gambling and betting industry; |
• | effectively maintain a scalable, high-performance technology infrastructure that can efficiently and reliably handle our customer’s needs globally; |
• | successfully deploy new or enhanced features and services; |
• | compete with other companies that are currently in, or may in the future enter, the sports data business; |
• | hire, integrate and retain world-class talent; and |
• | expand our business into new markets. |
• | the laws and regulations of the jurisdiction; |
• | the terms of our betting licenses; |
• | the approach by regulatory and other authorities to the application or enforcement of such laws and regulations, including the approach of such authorities to the extraterritorial application and enforcement of such laws; |
• | state, federal or supranational law, including EU law if applicable; |
• | any changes to these factors; and |
• | internal rules and policies. |
• | managing geographically separated organizations, systems and facilities; |
• | integrating personnel with diverse business backgrounds and organizational cultures; |
• | complying with additional regulatory and other legal requirements, including the requirement to maintain or transfer licenses and authorizations following a change of control in the acquired business or obtain new licenses or authorizations; |
• | addressing financial and other impacts to our business resulting from fluctuations in currency exchange rates and unit economics across multiple jurisdictions; |
• | obtaining, maintaining, protecting and enforcing intellectual property rights internationally; |
• | difficulty entering new international markets due to, among other things, customer acceptance and business knowledge of these markets; and |
• | general economic and political conditions. |
• | potential disagreements with our partner about how to manage the business; |
• | the lack of full control of the venture’s management, and therefore its actions; |
• | the possibility that our partner might have or develop business interests or strategies that are contrary to ours; |
• | the potential need for us to fund future capital to the business, as loans to the business, as capital contributions to the joint venture, or otherwise; |
• | the possible financial distress or insolvency of our partner, which could lead to our having to contribute its share of additional capital to the business; |
• | the cost of litigation or arbitration (including damage to reputation) in the event of a dispute with our partner; |
• | negative business and financial performance of the business because of substantial disagreements with our partner; and |
• | preemptive dissolution of the business because we or our partner choose, or become obligated, to acquire the equity interests of the other in the business. |
• | limit our ability to pay distributions and repurchase capital stock; |
• | increase our vulnerability to general adverse economic and industry conditions; |
• | require us to dedicate a material portion of our cash flow from operations to make payments on our indebtedness, thereby reducing the availability of our cash flow for working capital, capital expenditures and other general corporate purposes; |
• | limit our flexibility in planning for, or reacting to, changes in our business and industry; and |
• | limit our ability to incur additional indebtedness. |
• | death of the Founder; |
• | dismissal of the Founder as Chief Executive Officer for good cause, being any dismissal and/or replacement of the Chief Executive Officer pursuant to article 340c para. 2 of the Swiss CO; |
• | September 30, 2028; or |
• | the holder of Class B ordinary shares ceases to hold, directly or indirectly, shares with an aggregate nominal value representing 15% or more of the aggregate nominal value of the total issued and outstanding share capital of the Company, from time to time. |
• | allow our board of directors not to record any acquirer of ordinary shares, or several acquirers acting in concert, in our share register as a shareholder with voting rights with respect to more than 10% of our share capital registered in the Commercial Register; |
• | restrict shareholders from exercising voting rights with respect to own or represented shares in excess of 10% of our share capital registered in the Commercial Register; and |
• | require two-thirds of the votes represented at a general meeting of shareholders for amending or repealing the abovementioned registration and voting restrictions, and the provision for indemnification of the members of our board of directors and our executive management as set forth in our Articles. |
• | Formation of Sportradar Group AG |
• | Contribution of ordinary shares and participation certificates in Sportradar Holding AG |
• | Contribution of participation certificates under our Management Participation Program |
“MPP”), under which participants indirectly purchased participation certificates of Sportradar Holding AG through Slam InvestCo S.à r.l. (“MPP Co”), a special purpose vehicle established to hold participation certificates of Sportradar Holding AG for the MPP. In connection with the IPO, MPP participants contributed their shares of MPP Co to Sportradar Group AG and MPP Co became a subsidiary of Sportradar Group AG. The MPP participants, in exchange, received Class A ordinary shares, a portion of which was vested and no longer subject to repurchase and a portion of which was initially unvested and subject to repurchase by us upon a termination of employment in certain circumstances. 35% of each participant’s Class A ordinary shares vested immediately upon the consummation of the IPO and the remaining 65% will vest in three substantially equal installments on each of December 31, 2022, 2023 and 2024. The MPP participants received 9,566,464 Class A ordinary shares as part of the Reorganization Transactions, based upon the initial public offering price per share of $27.00. For additional information, see Item 6. “ Director, Senior Management and Employees—B. Compensation—Management Participation Program |
• | Conversion of options under our Phantom Option Plan Director, Senior Management and Employees—B. Compensation Omnibus Stock Plan – the 2021 Plan |
• | Betting Operators in-play market in the United States, who in turn manage nearly every legal sports bet placed by U.S. sports bettors. Our offerings include pre-match data and odds, live data and odds, as well as sports audiovisual content. Our full-suite of software solutions includes managed trading services, managed platform services, betting entertainment tools, virtual games and programmatic advertising solutions. Our software offerings facilitate scalability, speed to market, cost efficiency and reduction of operational risk and complexity. We are the only independent one-stop-shop provider across the value chain. |
• | Sports Leagues |
• | Media Companies |
• | Betting Operators: |
• | Sports Leagues |
• | Media Companies: |
• | Broad Portfolio of Content and Data and e-Sports |
• | Fast, Accurate and Reliable : low-latency, near 100% accurate, consistently structured, and reliably available 24/7 and 365 days a year |
• | Advanced Insights and Innovation |
• | Fully Integrated |
• | Trusted Partner |
• | Fast, accurate, and reliable data married with deep analytics and technology to enable sports betting and drive bettors’ engagement |
• | Access to the broadest global coverage of sports betting data and content |
• | State-of-the-art technology |
• | Speed to market, cost efficiency and reduction of operational risk or complexity |
• | Trusted intermediary to the sports betting and media ecosystem |
• | Gateway to the end users of 1,712 sports betting and media companies globally as of December 31, 2021 from the Sportradar base (excluding those acquired as a result of acquisitions) |
• | Innovator in sports data and analytics enabling deeper fan engagement |
• | Partner in ensuring integrity of the game and allowing sports leagues to monetize their data without becoming directly regulated |
• | Providers of sports technology and analytics to professional sports teams |
• | Extensive live data and event coverage, married with deep analytics to better engage sports fans |
• | New forms of interactive content |
• | Accuracy |
• | Low-Latency global low-latency data distribution network that allows us to get content to our customers with minimal latency. |
• | Accessibility |
• | Dependability |
• | Computer Vision and Audio Processing: |
• | Proprietary Data Collection Systems |
• | In-Venue Coverage |
• | Television Coverage: |
• | Pre-Match Odds Services : extensive pre-match odds service including fully automated provision of pre-match content and trading tools to manage content. We provide the tools to create and manage sportsbooks, from event creation, odds suggestions, marketing monitoring and alerting, odds management tools, to results confirmation. |
• | Live Data : optimize in-play trading. |
• | Live Odds : of in-play content and related trading tools, enabling operators to offer live betting opportunities during matches. Our live odds service includes odds, odds management tools, score information and results confirmation. Our team of in-house experts administers full matches 24/7 in real-time, using our leading edge mathematical live odds models, ensuring we can provide profit-maximizing live odds. We invest heavily in maintaining our marking-leading and sophisticated odds model and simulations, backed by our proprietary statistical and AI processing. |
• | Managed Trading Services : sophisticated, turn-key trading, risk, live odds, and liability management solution. MTS is flexible and modular, enabling customers of all sizes and maturities to configure service components according to their need. We also offer bespoke odds management capabilities and trading strategies, which enable odds differentiation between operators. Our rich set of tools allows our customers to manage their odds-related liabilities according to rules and thresholds that they control, underpinned by our machine learning models. |
• | Managed Platform Services : full 360-degree view of the user’s activity across all channels with real-time data from one central system. It further includes payment processing, accounting, transaction management, business intelligence and reporting systems and a communications gateway service. The platform is set up to operate in all major jurisdictions, with provisions for newly emerging regulated markets updated regularly. |
• | Virtual Games : during off-seasons. We currently offer virtual soccer, horse and dog racing, basketball, tennis and baseball. We are the official partner of the MLB for virtual baseball. Our proprietary gaming platform comes with e-wallet integration for zero client-side development effort when integrating additional virtual sports. |
• | Betting Entertainment Tools are on-screen visualization tools designed to further increase user engagement. For example, Statistics Center provides market-leading statistical information, built to support skilled decision making in sports betting. Another widely used tool is Live Match Tracker, which provides visualization of all match actions in real-time. Graphically enhanced ball spotting and on pitch animations give bettors a feeling of actually being at the venue. |
• | Integrity Services: both pre-match and live. In 2021, we monitored over 750,000 matches across more than 1,000 leagues and tournaments. In the history of UFDS, we have detected and reported over 6,600 sports integrity related issues to our league partners. In 2021, we introduced our UFDS solution, providing our advanced and market-leading bet monitoring system to sport partners for free. Since the launch in October 2021, we have added over 50 new federation and league partners to our integrity services as UFDS partners. |
• | Audio-Visual Content extent non-televised, and comprehensive content from our highly attractive media rights portfolio. Our diversified portfolio of |
approximately 400,000 live events per year includes DFL, the Australian Open, TA and ITF Tennis Tournaments, NBA, MLB and other events from 19 different sports. We also provide AV content for e-Sports. Our sports coverage is live 24/7 and our fully hosted player solution comes with low deployment and set-up costs, as well as quick-to-market integration. |
• | Ad:s Marketing Services : return-on-investments. |
• | Global API : State-of-the-art, flexible |
• | Broadcast Services: library, on-call research desk and custom broadcast solutions. |
• | Digital Services: offer easy-to-integrate widgets standings, play-by-play, statistics, |
• | Analytics and Research Platform: |
• | Synergy Sports Solutions: |
• | Capture includes Competition Management, Live Data collection, Video Capture and Optical tracking. Production products include products such as Automated Production Graphics, Referee Review Systems, Commentary Systems, Video streaming management and Highlights Clipping and Distribution. |
• | Analysis mainly includes analytics tools for teams and coaches. Distribution & Commercialization include CMS, embeddable widgets, fan engagement tools such as match center and game apps, as well as OTT solutions (further described under the next bullet). |
• | OTT Streaming Solutions: |
• | Automated, AI-based content engine for personalization; |
• | Neural networking for real-time outcome probabilities, such as shot probabilities; |
• | Guaranteed return pricing models and advanced customer risk profiling; and |
• | Machine learning based detection of suspicious betting activity and fraud. |
• | Scalable Cloud-Based Infrastructure |
• | Optimized for rapid data ingest and low-latency. |
• | Build for High System Resilience and Availability. |
• | Observability ensures we are delivering . service end-points are global and capable of detecting “last-mile” ISP-related issues. Through this mechanism we are able to prove the quality of service our customers receive without paying 1st line support engineers to have “eyes-on-glass” 24/7. |
• | Embed security at every level above on-going product enhancements. |
• | Rapid Updates and Agile Development |
• | Automated data processing and enrichment Research and Development . |
• | Lower data acquisition costs based upon a reduction of labor. |
• | Create new industry-leading betting markets — |
• | Increase our ability to scale sports event coverage. |
• | Virtual Games and Simulated Reality simple e-wallet integration for zero development effort client-side when integrating additional virtual sports. These products are optimized for multiple channels, including online and mobile, and we provide flexible customization and integration options. |
• | size and depth of data and content portfolio; |
• | expansive network of data journalists and specialized data operators; |
• | breadth of software solutions; |
• | strong relationships with sports league partners; |
• | proprietary technology and odds models; |
• | early investment into e-Sports, virtual sports and gaming; and |
• | early investment to build our U.S. presence long before the PASPA court decision. |
• | We provide our sports leagues partners with competition management solutions, data collection tools, computer vision technology, integrity services and our proprietary technology |
• | In return, we serve as a platform to provide the leagues’ data and video content to our more than 900 sports betting and more than 500 media customers globally, giving them greater reach and serving as an intermediary to the highly regulated betting industry. |
• | 2004: Launch of Live Data services |
• | 2005: Launch of Live Odds services |
• | 2007: Signed integrity partnership with Union of European Football Associations (UEFA) to monitor betting movements on European football matches |
• | 2012: Secured partnership with the ITF |
• | 2013: Started our AV streaming service offering |
• | 2013: Started U.S. market entry with the acquisition of Cloud Sports Data, LLC, a Minneapolis based, technologically advanced sports data provider including live data services on U.S. sports |
• | 2014: Established our MTS offering |
• | 2014: Established partnership with the NFL as first league deal with a major U.S. league |
• | 2015/16: Secured partnerships with the NBA and NHL, demonstrating our ability to expand geographically |
• | 2015: Launched a new first-of-its-kind e-Sports offering |
• | 2015: Welcomed U.S. investors such as Ted Leonsis, Mark Cuban and Michael Jordan |
• | 2016: Strengthened AV offerings via the acquisition of Sportsman |
• | 2018: Established a key partnership with Fox Sports, boosting their data-driven storytelling |
• | 2018: Launched our digital advertising service |
• | 2019: Expanded into broader end-user management, via the acquisition of Optima |
• | 2020: Diversification into content not directly linked to live sports events, in reaction to the COVID-19 pandemic |
• | 2021: Strengthened US market presence with the acquisition of Atrium Sports Inc, a market leader in data and video analytics in the US college and professional sports space |
• | 2021: Completed successful listing on Nasdaq, raising €546.0 million of primary net proceeds to fund continued growth in the business |
Years Ended December 31, |
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2019 |
2020 |
2021 |
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Profit for the year |
€ | 11.7 | € | 14.8 | € | 12.8 | ||||||
Adjusted EBITDA |
€ | 63.2 | € | 76.9 | € | 102.0 | ||||||
Profit for the period as a percentage of revenue |
3.1 | % | 3.7 | % | 2.3 | % | ||||||
Adjusted EBITDA margin |
16.6 | % | 19.0 | % | 18.2 | % | ||||||
Adjusted Free Cash Flow |
€ | 55.3 | € | 53.5 | € | 14.5 | ||||||
Net cash from operating activities as a percentage of profit for the year |
1,251.3 | % | 1,021.6 | % | 1,033.9 | % | ||||||
Cash Flow Conversion |
87.3 | % | 69.6 | % | 14.3 | % | ||||||
Dollar-Based Net Retention Rate |
118 | % | 113 | % | 125 | % |
• | “Adjusted EBITDA” represents profit (loss) for the period adjusted for share based compensation, depreciation and amortization (excluding amortization of sports rights), impairment of intangible assets, other financial assets and equity-accounted investee, loss from loss of control of subsidiary, finance income and finance costs, and income tax (expense) benefit. |
Years Ended December 31, |
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2019 |
2020 |
2021 |
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(in millions) |
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Profit for the year |
€ | 11.7 | € | 14.8 | € | 12.8 | ||||||
Share based compensation |
— | 2.3 | 15.4 | |||||||||
Depreciation and amortization |
112.8 | 106.2 | 129.4 | |||||||||
Amortization of sports rights |
(93.9 | ) | (80.6 | ) | (94.3 | ) | ||||||
Impairment of intangible assets |
39.5 | 26.2 | — | |||||||||
Impairment of equity-accounted investee |
— | 4.6 | — | |||||||||
Impairment loss on other financial assets |
1.6 | 1.7 | 5.9 | |||||||||
Loss from loss of control of subsidiary |
2.8 | — | — | |||||||||
Foreign currency gains/ (losses) - net |
1.5 | (13.8 | ) | (5.4 | ) | |||||||
Finance income |
(4.4 | ) | (8.5 | ) | (5.3 | ) | ||||||
Finance cost |
13.5 | 16.7 | 32.5 | |||||||||
Income tax (benefit) expense |
(21.9 | ) | 7.3 | 11.0 | ||||||||
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Adjusted EBITDA |
63.2 | 76.9 | 102.0 | |||||||||
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• | “Adjusted EBITDA margin” is the ratio of Adjusted EBITDA to revenue. |
Years Ended December 31, |
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2019 |
2020 |
2021 |
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(in millions) |
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Profit for the year |
€ | 11.7 | € | 14.8 | € | 12.8 | ||||||
Revenue |
€ | 380.4 | € | 404.9 | € | 561.2 | ||||||
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Profit for the year as a percentage of revenue |
3.1 | % | 3.7 | % | 2.3 | % | ||||||
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• | “Adjusted Free Cash Flow” represents net cash from operating activities adjusted for payments for lease liabilities, acquisition of property and equipment, acquisition of intangible assets (excluding certain intangible assets required to further support an acquired business) and foreign currency gains (losses) on our cash equivalents. We consider Adjusted Free Cash Flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by the business after the purchase of property and equipment, of intangible assets and payment of lease liabilities, which can then be used to, among other things, to invest in our business and make strategic acquisitions. A limitation of the utility of Adjusted Free Cash Flow as a measure of liquidity is that it does not represent the total increase or decrease in our cash balance for the year. |
Years Ended December 31, |
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2019 |
2020 |
2021 |
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(in millions) |
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Net cash from operating activities |
€ | 146.0 | € | 151.3 | € | 132.2 | ||||||
Profit for the year |
€ | 11.7 | € | 14.8 | € | 12.8 | ||||||
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Net cash from operating activities as a percentage of profit for the year |
1,247.9 | % | 1,021.6 | % | 1.033,9 | % | ||||||
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Years Ended December 31, |
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2019 |
2020 |
2021 |
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(in millions) |
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Net cash from operating activities |
€ | 146.0 | € | 151.3 | € | 132.2 | ||||||
Acquisition of intangible assets (excluding certain intangible assets required to further support an acquired business)(a) |
(78.9 | ) | (92.0 | ) | (124.9 | ) | ||||||
Acquisition of property and equipment |
(6.7 | ) | (2.0 | ) | (5.9 | ) | ||||||
Payment of lease liabilities |
(5.1 | ) | (3.8 | ) | (7.1 | ) | ||||||
Foreign currency gains on cash equivalents |
— | — | 20.2 | |||||||||
|
|
|
|
|
|
|||||||
Adjusted Free Cash Flow |
55.3 | 53.5 | 14.5 | |||||||||
|
|
|
|
|
|
• | “Cash Flow Conversion” is the ratio of Adjusted Free Cash Flow to Adjusted EBITDA. |
• | “Dollar-Based Net Retention Rate” is calculated for a given period by starting with the reported Trailing Twelve Month revenue, which includes both subscription-based and revenue sharing revenue, from our top 200 customers as of twelve months prior to such period end, or prior period revenue. We then calculate the reported Trailing Twelve Month revenue from the same customer cohort as of the current period end, or current period revenue. Current period revenue includes any upsells and is net of contraction and attrition over the trailing twelve months, but excludes revenue from new customers in the current period. We then divide the total current period revenue by the total prior period revenue to arrive at our Dollar-Based Net Retention Rate. |
• | RoW Betting (59% of 2019 revenue, 58% of 2020 revenue and 55% of our 2021 revenue): The RoW Betting segment includes customers located outside the United States, including the United Kingdom, Malta and Switzerland, and represents revenue generated from betting and gaming solutions. |
• | RoW AV (27% of 2019 revenue, 26% of 2020 revenue and 25% of our 2021 revenue): The RoW AV segment represents revenue generated from live streaming solutions for online, mobile and retail sports betting from customers outside the United States. |
• | United States (6% of 2019 revenue, 8% of 2020 revenue and 13% of our 2021 revenue): The United States segment represents revenue generated from sports entertainment, betting and gaming in the United States. |
Segment Revenue |
Segment Adjusted EBITDA |
|||||||||||||||||||||||
Years Ended December 31, |
Years Ended December 31, |
|||||||||||||||||||||||
2019 |
2020 |
2021 |
2019 |
2020 |
2021 |
|||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
RoW Betting |
€ | 224,734 | € | 234,991 | € | 309,357 | € | 129,233 | € | 118,676 | € | 176,987 | ||||||||||||
RoW AV |
102,740 | 105,892 | 140,162 | 25,724 | 26,759 | 39,246 | ||||||||||||||||||
United States |
22,869 | 34,407 | 71,700 | (40,095 | ) | (16,373 | ) | (22,625 | ) | |||||||||||||||
Other |
30,060 | 29,634 | 39,983 | (1,516 | ) | (1,383 | ) | (5,746 | ) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
€ |
380,403 |
€ |
404,924 |
€ |
561,202 |
€ |
113,346 |
€ |
127,679 |
€ |
187,862 |
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Unallocated corporate expense(1) |
(50,153 | ) | (50,811 | ) | (85,849 | ) | ||||||||||||||||||
Adjusted EBITDA(2) |
€ | 63,193 | € | 76,868 | 102,013 | |||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Profit for the Year |
€ | 11,665 | € | 14,806 | € | 12,787 | ||||||||||||||||||
|
|
|
|
|
|
(1) | Unallocated corporate expenses primarily consist of salaries and wages for management, legal, human resources, finance, office, technology and other costs not allocated to the segments. |
(2) | Adjusted EBITDA is a non-IFRS financial measure and a reconciliation from profit for the year, its most directly comparable IFRS measure, is included in “Non-IFRS and Other Financial and Other Operating Metrics |
Year Ended December 31, 2019 |
Year Ended December 31, 2020 |
Year Ended December 31, 2021 |
€ change 2020-21 |
% change |
||||||||||||||||
(in thousands) |
(in thousands) |
(in thousands) |
||||||||||||||||||
Revenue |
€ | 380,403 | € | 404,924 | € | 561,202 | € | 156,278 | 38.6 | % | ||||||||||
Purchased services and licenses (excluding depreciation and amortization) |
(61,395 | ) | (89,307 | ) | (119,426 | ) | (30,119 | ) | (33.7 | )% | ||||||||||
Internally-developed software cost capitalized |
7,863 | 6,093 | 11,794 | 5,701 | 93.6 | % | ||||||||||||||
Personnel expenses |
(119,078 | ) | (121,286 | ) | (183,820 | ) | (62,534 | ) | (51.6 | )% | ||||||||||
Other operating expenses |
(46,727 | ) | (41,339 | ) | (87,308 | ) | (45,969 | ) | (111.2 | )% | ||||||||||
Depreciation and amortization |
(112,803 | ) | (106,229 | ) | (129,375 | ) | (23,146 | ) | (21.8 | )% | ||||||||||
Impairment of intangible assets |
(39,482 | ) | (26,184 | ) | — | 26,184 | 100 | % | ||||||||||||
Impairment loss on trade receivables, contract assets and other financial assets |
(5,303 | ) | (4,645 | ) | (5,952 | ) | (1,307 | ) | (28.1 | )% | ||||||||||
Impairment of equity-accounted investee |
— | (4,578 | ) | — | 4,578 | 100 | % | |||||||||||||
Share of loss of equity-accounted investees |
(235 | ) | (989 | ) | (1,485 | ) | (496 | ) | (50.2 | )% | ||||||||||
Loss from loss of control of subsidiary |
(2,825 | ) | — | — | — | — | ||||||||||||||
Foreign currency gains/(losses)-net |
(1,535 | ) | 13,806 | 5,437 | (8,369 | ) | (60.6 | )% | ||||||||||||
Finance income |
4,334 | 8,517 | 5,297 | (3,220 | ) | (37.8 | )% | |||||||||||||
Finance costs |
(13,462 | ) | (16,658 | ) | (32,540 | ) | (15,882 | ) | (95.3 | )% | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net (loss) / income before tax |
(10,245 | ) | 22,125 | 23,824 | 1,699 | 7.7 | % | |||||||||||||
Income tax benefit (expense) |
21,910 | (7,319 | ) | (11,037 | ) | (3.718 | ) | (50.8 | )% | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Profit for the year |
€ | 11,665 | 14,806 | 12,787 | (2,019 | ) | (13.6 | )% | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
(in thousands) | ||||||||||||
Betting data / Betting entertainment tools |
€ | 176,041 | € | 170,044 | € | 214,034 | ||||||
MBS |
34,068 | 46,604 | 79,966 | |||||||||
Virtual Gaming and e-Sports |
14,625 | 18,343 | 15,357 | |||||||||
|
|
|
|
|
|
|||||||
RoW Betting revenue |
224,734 | 234,991 | 309,357 | |||||||||
RoW AV revenue |
102,740 | 105,892 | 140,162 | |||||||||
Other revenue |
30,060 | 29,634 | 39,983 | |||||||||
|
|
|
|
|
|
|||||||
RoW revenue |
357,534 | 370,517 | 489,502 | |||||||||
United States revenue |
22,869 | 34,407 | 71,700 | |||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
€ | 380,403 | € | 404,924 | € | 561,202 | ||||||
|
|
|
|
|
|
Senior Secured Net Leverage Ratio |
Facility B Margin (% per annum) |
|||
Greater than 4.50:1.00 |
4.25 | |||
Greater than 4.00:1.00 but equal to or less than 4.50:1.00 |
4.00 | |||
Greater than 3.50:1.00 but equal to or less than 4.00:1.00 |
3.75 | |||
Equal to or less than 3.50:1.00 |
3.50 |
Senior Secured Net Leverage Ratio |
RCF Margin (% per annum) |
|||
Greater than 4.50:1.00 |
3.75 | |||
Greater than 4.00:1.00 but equal to or less than 4.50:1.00 |
3.50 | |||
Greater than 3.50:1.00 but equal to or less than 4.00:1.00 |
3.25 | |||
Greater than 3.00:1.00 but equal to or less than 3.50:1.00 |
3.00 | |||
Equal to or less than 3.00:1.00 |
2.75 |
• | incur indebtedness; |
• | create liens; |
• | engage in mergers or consolidations; |
• | make investments, loans and advances; |
• | pay dividends and distributions and repurchase capital stock; |
• | sell assets and subsidiary stock; |
• | engage in certain transactions with affiliates; and |
• | make prepayments on junior indebtedness. |
Years Ended December 31, |
||||||||||||
2019 |
2020 |
2021 |
||||||||||
(in millions) |
||||||||||||
Net cash from operating activities |
€ | 146.0 | € | 151.3 | € | 132.2 | ||||||
Net cash used in investing activities |
(114.3 | ) | (98.1 | ) | (333.8 | ) | ||||||
Net cash (used in) / from financing activities |
(4.7 | ) | 274.5 | 539.8 |
Name |
Age |
Position | ||
Executive Officers |
||||
Carsten Koerl | 57 | Chief Executive Officer and Director | ||
Alexander Gersh | 57 | Chief Financial Officer | ||
Eduard H. Blonk | 51 | Chief Commercial Officer | ||
Ben Burdsall | 49 | Chief Technology Officer | ||
Ulrich Harmuth | 45 | Chief Strategy Officer | ||
Lynn S. McCreary | 62 | Chief Legal Officer | ||
Non-Employee Board Members |
||||
Jeffery W. Yabuki | 62 | Chairman | ||
Deirdre Bigley | 57 | Director | ||
John A. Doran | 43 | Director | ||
George Fleet | 52 | Director | ||
Hafiz Lalani | 42 | Director | ||
Charles J. Robel | 72 | Director | ||
Marc Walder | 56 | Director |
Name |
Class A Ordinary Shares Received Pursuant to MPP |
|||
Executive Officers |
||||
Carsten Koerl |
— | |||
Alexander Gersh |
451,665 | |||
Eduard H. Blonk |
225,833 | |||
Ben Burdsall |
302,596 | |||
Ulrich Harmuth |
451,665 | |||
Lynn S. McCreary |
— | |||
Non-Employee Board Members |
||||
Jeffery W. Yabuki |
370,602 | |||
Deirdre Bigley |
— | |||
John A. Doran |
— | |||
George Fleet |
112,901 | |||
Hafiz Lalani |
— | |||
Charles J. Robel |
451,665 | |||
Marc Walder |
225,833 | |||
All Other MPP Participants |
6,973,704 |
• | Stock Options and SARs |
• | Restricted Stock and RSUs. |
• | Other Stock or Cash Based Awards. |
• | selecting and recommending the appointment of the independent auditor to the general meeting of shareholders; |
• | the supervision, compensation, retention and oversight of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit services; |
• | pre-approving the audit services and non-audit services to be provided by the independent auditor before the independent auditor is engaged to render such services; |
• | evaluating the independent auditor’s qualifications, performance and independence; |
• | reviewing and discussing with the board and the independent auditor our annual audited financial statements and any quarterly financial statements prior to the filing of the respective annual and quarterly reports; |
• | reviewing our compliance with laws and regulations, including major legal and regulatory initiatives and also reviewing any major litigation or investigations against us that may have a material impact on our financial statements; |
• | overseeing enterprise risk management policies and guidelines; |
• | reviewing material legal issues and matters affecting the Company; |
• | establishing procedures for the treatment of financial whistleblower and similar submissions; and |
• | approving or ratifying any related party transaction (as defined in our related party transaction policy) in accordance with our related party transaction policy. |
• | developing for Board approval a compensation philosophy consistent with the Articles; |
• | administering the Company’s equity-based compensation plans; |
• | recommending the compensation for our board members to the board of directors, for adoption at the general meeting of shareholders; and |
• | making recommendations to the Board regarding executive officer compensation. |
• | identifying selection criteria and appointment procedures for board members; |
• | reviewing and evaluating the composition, function and duties of our board; |
• | recommending nominees for election to the board and its corresponding committees; |
• | making recommendations to the board as to determinations of board member independence; |
• | developing and recommending to the board our rules governing the board, corporate governance guidelines, and Code of Business Conduct and Ethics and reviewing and reassessing the adequacy of such and recommending any proposed changes to the board; |
• | overseeing an annual self-evaluation of the board, its committees, and management; and |
• | overseeing the Company’s environmental, social and governance (“ESG”) program, policies and practices. |
• | the overall management of the company and the issuing of all necessary directives; |
• | determination of the company’s organization; |
• | the organization of the accounting, financial control and financial planning systems as required for management of the company; |
• | the appointment and dismissal of persons entrusted with managing and representing the company; |
• | overall supervision of the persons entrusted with managing the company, in particular with regard to compliance with the law, our Articles, operational regulations and directives; |
• | compilation of the annual report, preparation for the general meeting of the shareholders, the compensation report and implementation of its resolutions; and |
• | process appropriate notifications in the event that the company is over-indebted. |
Geography |
As of December 31, 2021 |
|||
EMEA/LATAM |
2,033 | |||
APAC |
446 | |||
North America |
480 | |||
|
|
|||
Total |
2,959 | |||
|
|
Department |
As of December 31, 2021 |
|||
Sports Betting |
1,497 | |||
Sports AV |
164 | |||
US |
103 | |||
Sports Other (1) |
474 | |||
Corporate Functions (2) |
721 | |||
|
|
|||
Total |
2,959 | |||
|
|
(1) | Sports Other includes Sports Integrity, Sports Rights Holder Services, ad:s, Anti-Doping Services and recently acquired companies. |
(2) | Other FTEs includes departments such as Finance, Human Resources, Corporate Strategy, Legal and Sales. |
• | each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Class A or Class B ordinary shares; |
• | each of our executive officers and our board of directors; and |
• | all of our executive officers and our board of directors as a group. |
Name of beneficial owner |
Class A ordinary shares |
Class B ordinary shares (1) |
Combined voting power (2) |
|||||||||||||||||
Number |
Percent |
Number |
Percent |
|||||||||||||||||
5% or Greater Shareholders |
||||||||||||||||||||
Canada Pension Plan Investment Board (3) |
97,607,178 | 47.3 | % | — | — | 8.8 | % | |||||||||||||
TCV (4) |
34,079,496 | 16.5 | % | — | — | 3.1 | % | |||||||||||||
Radcliff SR I LLC (5) |
15,265,392 | 7.4 | % | — | — | 1.4 | % | |||||||||||||
Executive Officers and Board Members |
||||||||||||||||||||
Carsten Koerl (6) |
3,500,000 | 1.7 | % | 903,670,701 | 100 | % | 81.7 | % | ||||||||||||
Alexander Gersh (7) |
451,665 | * | — | — | * | |||||||||||||||
Eduard H. Blonk (8) |
225,833 | * | — | — | * | |||||||||||||||
Ben Burdsall (9) |
302,596 | * | — | — | * | |||||||||||||||
Ulrich Harmuth (10) |
451,665 | * | — | — | * | |||||||||||||||
Lynn S. McCreary |
— | — | — | — | — | |||||||||||||||
Jeffery W. Yabuki (11) |
478,507 | * | — | — | * | |||||||||||||||
Deirdre Bigley |
— | — | — | — | — | |||||||||||||||
John Doran (12) |
34,079,496 | 16.5 | % | — | — | 3.1 | % | |||||||||||||
George Fleet (13) |
112,901 | * | — | — | * | |||||||||||||||
Hafiz Lalani |
— | — | — | — | — | |||||||||||||||
Charles Robel (14) |
451,665 | * | — | — | * | |||||||||||||||
Marc Walder (15) |
225,833 | * | — | — | * | |||||||||||||||
All executive officers and board members as a group (13 persons) (16) |
40,280,161 | 19.5 | % | 903,670,701 | 100 | % | 85.0 | % |
* | Indicates beneficial ownership of less than 1% of the total outstanding ordinary shares. |
(1) | The Class B ordinary shares are exchangeable for Class A ordinary shares on a ten-for-one |
(2) | The percentage reported under “Combined Voting Power” represents the voting power with respect to all of our Class A and Class B ordinary shares outstanding as of March 11, 2022, voting as a single class. Holders of our Class A ordinary shares are entitled to one vote per share, and holders of our Class B ordinary shares are entitled to one vote per share. |
(3) | Based on information reported on a Schedule 13G filed on February 14, 2022, Canada Pension Plan Investment Board has shared voting and dispositive power over 97,607,178 of our Class A ordinary shares. These shares are held directly by Blackbird Holdco Ltd. (“Blackbird Holdco”), which is owned by CPP Investment Board Europe S.à r.l. (“CPP Europe”), Blackbird BV InvestCo S.à r.l. (“Blackbird BV”), 10868680 Canada Inc. (“10868680 Canada”) and TCV Luxco Sports S.à.r.l. Blackbird Holdco owns 131,501,490 of our Class A ordinary shares. CPP Europe is a wholly-owned subsidiary of Canada Pension Plan Investment Board (“CPP Investments”), and indirectly owns 79,538,356 of our Class A ordinary shares through Blackbird Holdco, which represents the proportional interest of CPP Europe (and CPP Investments) in the Class A ordinary shares held by Blackbird Holdco. In addition, CPP Europe may be deemed to have voting and dispositive power in respect of 18,068,822 of our Class A ordinary shares held indirectly by Blackbird BV, and accordingly, CPP Investments may be deemed to beneficially own such Class A ordinary for purposes of Section 13(d) of the Exchange Act. 10868680 Canada has a nominal economic interest in Blackbird Holdco and Blackbird BV and has agreed not to vote or transfer any of its shares of Blackbird Holdco and Blackbird BV except as directed by CPP Investments and accordingly CPP Investments may be deemed to beneficially own such shares for purposes of Section 13(d) of the Exchange Act. The business addresses of Canada Pension Plan Investment Board is One Queen Street East, Suite 2500, Toronto, Ontario M5C 2W5, Canada. |
(4) | Based on information reported on a Schedule 13G filed on February 14, 2022, Technology Crossover Management IX, Ltd. has shared voting power over 185,184 of our Class A ordinary shares and shared dispositive power over 34,079,496 of our Class A ordinary shares, Technology Crossover Management IX, L.P. has shared voting power over 176,744 of our Class A ordinary shares and shared dispositive power over 34,071,056 of our Class A ordinary shares, TCV Luxco Sports S.à.r.l. (“TCV Europe”) has shared voting and dispositive power over 33,894,312 of our Class A ordinary shares, TCV IX, L.P. has shared voting power over 108,727 of our Class A ordinary shares and shared dispositive power over 34,003,039 of our Class A ordinary shares, TCV IX (A), L.P. has shared voting and dispositive power over 30,679 of our Class A ordinary shares, TCV IX (B), L.P. has shared voting and dispositive power over 5,807 of our Class A ordinary shares, TCV Member Fund, L.P. has shared voting and dispositive power over 8,440 of our Class A ordinary shares, and TCV Sports, L.P. has shared voting and dispositive power over 31,531 of our Class A ordinary shares. Blackbird Holdco Ltd. (“Blackbird”) holds 131,501,490 of our Class A ordinary shares. TCV IX, L.P. holds 108,727 of our Class A ordinary shares, TCV IX (A), L.P. holds 30,679 of our Class A ordinary shares, TCV IX (B), L.P. holds 5,807 of our Class A ordinary shares, TCV Sports, L.P. holds 31,531 of our Class A ordinary shares and TCV Member Fund, L.P. holds 8,440 of our Class A ordinary shares. Blackbird is owned by CPP Investment Board Europe S.à r.l., TCV Europe, Blackbird BV InvestCo S.à r.l. and 10868680 Canada Inc., and by virtue of its ownership in Blackbird, TCV Europe may be deemed to share beneficial ownership over 33,894,312 Class A Ordinary Shares held by Blackbird. TCV Europe is owned by TCV IX, L.P., TCV IX (A), L.P., TCV IX (B), L.P., and TCV Sports, L.P. (collectively, the “TCV IX Funds”) and TCV Member Fund, L.P. (the “Member Fund”, and collectively with the TCV IX Funds, the “TCV Funds”). TCV IX, L.P. is the majority shareholder of TCV Europe. Technology Crossover Management IX, L.P. (“TCV Management”) is the general partner of each of the TCV IX Funds. Technology Crossover Management IX, Ltd. (“TCM”) is a general partner of Member Fund and the general partner of TCV Management. The respective business addresses of the TCV Funds, TCV Management and TCM is c/o TCV, 250 Middlefield Road, Menlo Park, California 94025. |
(5) | Based on information reported on a Schedule 13G filed on February 2, 2022, each of Radcliff SR I LLC (“Radcliff”), Radcliff SPV Manager LLC (the “Managing Member”), Eli Goldstein and Evan Morgan have shared voting and dispositive power over 15,265,392 of our Class A ordinary shares, which are held of record by Radcliff. The Managing Member is the managing member of Radcliff, and Eli Goldstein and Evan Morgan beneficially own the membership interests in the Managing Member. The Managing Member and Messrs. Goldstein and Morgan share voting and dispositive power over the shares of the Company held by Radcliff SR I LLC . |
(6) | Consists of 93,867,070 Class A Ordinary Shares, which consists of (i) 3,500,000 Class A ordinary shares and (ii) 90,367,070 Class A ordinary shares underlying Class B ordinary shares of the Company. |
(7) | Consists of 451,665 Class A ordinary shares acquired under the MPP. |
(8) | Consists of 225,833 Class A ordinary shares acquired under the MPP. |
(9) | Consists of 302,596 Class A ordinary shares acquired under the MPP. |
(10) | Consists of 451,665 Class A ordinary shares acquired under the MPP. |
(11) | Consists of 370,602 Class A ordinary shares acquired under the MPP and 107,905 Class A ordinary shares held through Lion Sky LLC. Mr. Yabuki exercises voting and investment power over the Class A ordinary shares held by Lion Sky LLC and may be deemed to have beneficial ownership of those Class A ordinary shares. |
(12) | Includes 34,079,496 Class A ordinary shares indirectly held by TCV Europe identified in footnote (4) above. Mr. Doran disclaims beneficial ownership except to the extent of his pecuniary interest in TCM, Management and Member Fund. |
(13) | Consists of 112,901 Class A ordinary shares acquired under the MPP. |
(14) | Consists of 451,665 Class A ordinary shares acquired under the MPP. |
(15) | Consists of 225,833 Class A ordinary shares acquired under the MPP. |
(16) | Consists of 40,280,161 Class A ordinary shares held by all our current directors and executive officers as a group. |
• | banks and certain other financial institutions; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | insurance companies; |
• | broker-dealers; |
• | traders that elect to mark-to-market; |
• | tax-exempt entities or governmental organizations; |
• | individual retirement accounts or other tax deferred accounts; |
• | persons deemed to sell our Class A ordinary shares under the constructive sale provisions of the Code; |
• | persons liable for alternative minimum tax or the Medicare contribution tax on net investment income; |
• | U.S. expatriates; |
• | persons holding our Class A ordinary shares as part of a straddle, hedging, constructive sale, conversion or integrated transaction; |
• | persons that directly, indirectly, or constructively own 10% or more of the total combined voting power or total value of all classes of our stock; |
• | persons that are resident or ordinarily resident in or have a permanent establishment in a jurisdiction outside the United States; |
• | persons who acquired our Class A ordinary shares pursuant to the exercise of any employee share option or otherwise as compensation; |
• | persons subject to special tax accounting rules as a result of any item of gross income with respect to our Class A ordinary shares being taken into account in an applicable financial statement; or |
• | partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes or persons holding our Class A ordinary shares through partnerships. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia; |
• | an estate whose income is subject to U.S. federal income taxation regardless of its source; or |
• | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
• | We have engaged external advisors who are assisting us with implementing internal controls to remediate the material weakness and specialists to supplement our internal resources. |
• | We are actively recruiting additional accounting and financial controls personnel, to segregate key functions within our business processes, where appropriate. |
• | We have designed processes and have begun to implement internal controls to support financial reporting, including documenting our review of significant agreements, documentation of judgements made by management, and implementation of IT general controls and entity-level controls. |
• | We are implementing a new ERP system to better support effective internal control over financial reporting. |
• | We are providing ongoing training to internal control owners about the principles and requirements of internal controls. |
2021 |
2020 |
|||||||
€’000 |
€’000 |
|||||||
Audit Fees |
3,053 |
3,048 |
||||||
Audit Related Fees |
523 |
449 |
||||||
Tax Fees |
132 |
92 |
||||||
All Other Fees |
— |
1 |
||||||
Total |
3,708 |
3,590 |
||||||
• |
Exemption from Nasdaq Listing Rule 5605(b)(2), which requires an issuer to have regularly scheduled meetings at which only independent directors attend; |
• |
Exemption from Nasdaq Listing Rule 5620(c), which requires an issuer to provide in its bylaws for a generally applicable quorum, and that such quorum may not be less than one-third of the outstanding voting stock; and |
• |
Exemption from Nasdaq Listing Rules 5635(a), (b), (c) and (d), relating to matters requiring shareholder approval, including with respect to shareholder approval of the establishment or any material amendments to any equity compensation arrangements. Our Articles and Swiss law provide that our board of directors is authorized, in certain instances, to issue a certain number of Class A ordinary shares without re-approval by our shareholders. |
Incorporation by Reference | ||||||||||||
Exhibit No. |
Description |
Form |
File No. |
Exhibit No. |
Filing Date |
Filed / Furnished | ||||||
1.1 |
* | |||||||||||
2.1 |
* | |||||||||||
2.2+# |
* | |||||||||||
4.1† |
F-1 |
333-258882 |
10.1 |
8/17/2021 |
||||||||
4.2† |
F-1 |
333-258882 |
10.2 |
8/17/2021 |
||||||||
4.3† |
F-1 |
333-258882 |
10.3 |
8/17/2021 |
||||||||
4.4† |
F-1 |
333-258882 |
10.4 |
8/17/2021 |
||||||||
4.5 |
F-1 |
333-258882 |
10.5 |
8/17/2021 |
||||||||
4.6+# |
F-1 |
333-258882 |
10.6 |
8/17/2021 |
||||||||
4.7+ |
F-1 |
333-258882 |
10.7 |
8/17/2021 |
Incorporation by Reference | ||||||||||||
Exhibit No. |
Description |
Form |
File No. |
Exhibit No. |
Filing Date |
Filed / Furnished | ||||||
4.8 |
* | |||||||||||
4.9+ |
* | |||||||||||
4.10 |
* | |||||||||||
4.11 |
* | |||||||||||
8.1 |
* | |||||||||||
12.1 |
* | |||||||||||
12.2 |
* | |||||||||||
13.1 |
** | |||||||||||
13.2 |
** | |||||||||||
15.1 |
* | |||||||||||
101.INS |
Inline XBRL Instance Document. |
* | ||||||||||
101.SCH |
Inline XBRL Taxonomy Extension Schema Document. |
* | ||||||||||
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
* | ||||||||||
101.DEF |
Inline XBRL Taxonomy Definition Linkbase Document. |
* | ||||||||||
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document. |
* | ||||||||||
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* | ||||||||||
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* |
* |
Filed herewith. |
** |
Furnished herewith. |
† |
Indicates management contract or compensatory plan or arrangement. |
+ |
Schedules and exhibits to this exhibit omitted. The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
# |
Portions of this exhibit have been omitted because they are both (i) not material and (ii) the type of information that the Registrant customarily and actually treats as private or confidential. The Registrant agrees to furnish an unredacted copy of this exhibit to the SEC upon request. |
SPORTRADAR GROUP AG | ||
Date: March 30, 2022 | ||
By: |
/s/ Carsten Koerl | |
Name: |
Carsten Koerl | |
Title: |
Chief Executive Officer |
By: |
/s/ Alexander Gersh | |
Name: |
Alexander Gersh | |
Title: |
Chief Financial Officer |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (Expressed in thousands of Euros – except for per share data) |
Years Ended December 31, |
|||||||||||||||
Note |
2019 1) |
2020 1) |
2021 |
|||||||||||||
Revenue |
4 |
|||||||||||||||
Purchased services and licenses (excluding depreciation and amortization) |
6 |
( |
) |
( |
) |
( |
) | |||||||||
Internally-developed software cost capitalized |
13 |
|||||||||||||||
Personnel expenses |
( |
) |
( |
) |
( |
) | ||||||||||
Other operating expenses |
7 |
( |
) |
( |
) |
( |
) | |||||||||
Depreciation and amortization |
13, |
( |
) |
( |
) |
( |
) | |||||||||
Impairment of intangible assets |
13 |
( |
) |
( |
) |
— |
||||||||||
Impairment loss on trade receivables, contract assets and other financial assets |
17, |
( |
) |
( |
) |
( |
) | |||||||||
Impairment of equity-accounted investee |
16 |
— |
( |
) |
||||||||||||
Share of loss of equity-accounted investees |
( |
) |
( |
) |
( |
) | ||||||||||
Loss from loss of control of subsidiary |
( |
) |
— |
— |
||||||||||||
Foreign currency gains (losses) - net |
8 |
( |
) |
|||||||||||||
Finance income |
9 |
|||||||||||||||
Finance cost |
10 |
( |
) |
( |
) |
( |
) | |||||||||
Net income (loss) before tax |
( |
) |
||||||||||||||
Income tax benefit (expense) |
11 |
( |
) |
( |
) | |||||||||||
Profit for the year |
||||||||||||||||
Other Comprehensive Income (loss) |
||||||||||||||||
Items that will not be reclassified subsequently to profit or loss |
||||||||||||||||
Remeasurement of defined benefit liability |
( |
) |
( |
) |
||||||||||||
Related deferred tax income/(expense) |
( |
) | ||||||||||||||
( |
) |
( |
) |
|||||||||||||
Items that may be reclassified subsequently to profit or loss |
||||||||||||||||
Foreign currency translation adjustment attributable to the owners of the company |
( |
) |
||||||||||||||
Foreign currency translation adjustment attributable to non-controlling interests |
( |
) |
( |
) | ||||||||||||
( |
) |
|||||||||||||||
Other comprehensive income (loss) for the year, net of tax |
( |
) |
||||||||||||||
Total comprehensive income for the year |
||||||||||||||||
Profit attributable to: |
||||||||||||||||
Owners of the Company |
||||||||||||||||
Non-controlling interests |
( |
) |
( |
) |
||||||||||||
Total comprehensive income attributable to: |
||||||||||||||||
Owners of the Company |
||||||||||||||||
Non-controlling interests |
( |
) |
( |
) |
( |
) | ||||||||||
Profit per Class A share attributable to owners of the Company |
||||||||||||||||
Basic |
12 |
|||||||||||||||
Diluted |
||||||||||||||||
Profit per Class B share attributable to owners of the Company |
||||||||||||||||
Basic |
12 |
|||||||||||||||
Diluted |
1) |
Certain amounts have been reclassified to conform to current year presentation as described in note 1.2. |
December 31, |
||||||||||||
Assets |
Note |
2020 |
2021 |
|||||||||
Current assets |
||||||||||||
Cash and cash equivalents |
||||||||||||
Trade receivables |
18 | |||||||||||
Contract assets |
18 | |||||||||||
Other assets and prepayments |
19 | |||||||||||
Income tax receivables |
||||||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Non-current assets |
||||||||||||
Property and equipment |
14 | |||||||||||
Intangible assets and goodwill |
13 | |||||||||||
Equity-accounted investees |
16 | |||||||||||
Other financial assets and other non-current assets |
17 | |||||||||||
Deferred tax assets |
11 | |||||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Total assets |
||||||||||||
Current liabilities |
||||||||||||
Loans and borrowings |
21 | |||||||||||
Trade payables |
23 | |||||||||||
Other liabilities |
24 | |||||||||||
Contract liabilities |
25 | |||||||||||
Income tax liabilities |
||||||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Non-current liabilities |
||||||||||||
Loans and borrowings |
21 | |||||||||||
Trade payables |
23 | |||||||||||
Other non-current liabilities |
24 | |||||||||||
Deferred tax liabilities |
11 | |||||||||||
|
|
|
|
|||||||||
|
|
|
|
|||||||||
Total liabilities |
||||||||||||
Ordinary shares |
20 | |||||||||||
Participation certificates |
20 | — | ||||||||||
Treasury shares |
20 | ( |
) | — | ||||||||
Additional paid-in capital |
20 | |||||||||||
Retained earnings |
||||||||||||
Other reserves |
||||||||||||
|
|
|
|
|||||||||
Equity attributable to owners of the Company |
||||||||||||
|
|
|
|
|||||||||
Non-controlling interest |
( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||
Total equity |
||||||||||||
|
|
|
|
|||||||||
Total liabilities and equity |
||||||||||||
|
|
|
|
Ordinary shares |
Particip. Certificates |
Treasury shares |
Additional paid in capital |
Retained earnings |
Foreign currency translation reserve |
Reserve from actuarial gains and losses |
Attributable to owners of the Group |
Attributable to non- controlling interests |
Total equity |
|||||||||||||||||||||||||||||||||||||||
Note |
Ordinary shares |
Share capital |
||||||||||||||||||||||||||||||||||||||||||||||
Equity as of January 1, 2019 |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||||||||||||||
Net profit for the year |
— |
— |
— |
— |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | |||||||||||||||||||||||||||||||||
Total comprehensive income |
— |
— |
— |
— |
( |
) |
( |
) |
( |
) |
||||||||||||||||||||||||||||||||||||||
Capital increase |
20.2 |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||
Changes in ownership interests |
— |
— |
— |
— |
— |
— |
— |
— |
( |
) |
( |
) | ||||||||||||||||||||||||||||||||||||
Equity as of December 31, 2019 |
— |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||||||||||||||||||||||||
Net profit for the year |
— |
— |
— |
— |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||||||||||
Total comprehensive income |
— |
— |
— |
— |
— |
( |
) |
( |
) |
|||||||||||||||||||||||||||||||||||||||
Purchase of MPP share awards |
— |
— |
— |
( |
) |
— |
— |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||||||||||
Issuance of MPP share awards |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Reclassification of unpaid contribution of capital |
20.2 |
— |
— |
— |
— |
( |
) |
( |
) |
— |
— |
( |
) |
— |
( |
) | ||||||||||||||||||||||||||||||||
Equity-settled share-based payments |
31 |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||
Equity as of December 31, 2020 |
— |
( |
) |
( |
) |
( |
) |
|||||||||||||||||||||||||||||||||||||||||
Net profit for the year |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||||
Other comprehensive income |
— |
— |
— |
— |
— |
— |
( |
) |
||||||||||||||||||||||||||||||||||||||||
Total comprehensive income |
— |
— |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||||||||||||
Issuance of participation certificates |
20.3 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Issuance of MPP share awards |
31 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Reclassification of deposit liability |
3 |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||
Reclassification of unpaid contribution of capital |
20.2 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Issuance of ordinary shares |
20.1 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
IPO restructuring |
1.1 20 |
( |
) |
( |
) |
( |
) |
— |
— |
— |
( |
) |
— |
( |
) | |||||||||||||||||||||||||||||||||
Grants to sport rights holders |
20.2 |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||
Equity-settled share-based payments |
31 |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Equity as of December 31, 2021 |
— |
— |
— |
( |
) |
|||||||||||||||||||||||||||||||||||||||||||
Years Ended December 31, |
||||||||||||||||
Note |
2019 |
2020 |
2021 |
|||||||||||||
OPERATING ACTIVITIES: |
||||||||||||||||
Profit for the year |
||||||||||||||||
Adjustments to reconcile profit for the year to net cash provided by operating activities: |
||||||||||||||||
Income tax (benefit) expense |
11 | ( |
) | |||||||||||||
Interest income |
9 | ( |
) | ( |
) | ( |
) | |||||||||
Interest expense |
10 | |||||||||||||||
Impairment losses on financial assets |
17 | |||||||||||||||
Impairment of equity-accounted investee |
16 | |||||||||||||||
Other financial expenses (income) |
( |
) | ||||||||||||||
Foreign currency losses (gains), net |
8 | ( |
) | ( |
) | |||||||||||
Amortization and impairment of intangible assets |
13 | |||||||||||||||
Depreciation of property and equipment |
14 | |||||||||||||||
Equity-settled share-based payments |
||||||||||||||||
Other |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Cash flow from operating activities before working capital changes, interest and income taxes |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Increase in trade receivables, contract assets, other assets and prepayments |
( |
) | ( |
) | ( |
) | ||||||||||
Increase in trade and other payables, contract and other liabilities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Changes in working capital |
( |
) | ||||||||||||||
|
|
|
|
|
|
|||||||||||
Interest paid |
( |
) | ( |
) | ( |
) | ||||||||||
Interest received |
||||||||||||||||
Income taxes paid |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash from operating activities |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
INVESTING ACTIVITIES: |
||||||||||||||||
Acquisition of intangible assets |
13 | ( |
) | ( |
) | ( |
) | |||||||||
Acquisition of property and equipment |
( |
) | ( |
) | ( |
) | ||||||||||
Acquisition of subsidiaries, net of cash acquired |
3 | ( |
) | ( |
) | ( |
) | |||||||||
Contribution to equity-accounted investees |
( |
) | ( |
) | ||||||||||||
Acquisition of financial assets |
( |
) | ( |
) | ||||||||||||
Derecognition of cash held by deconsolidated subsidiary |
( |
) | ||||||||||||||
Collection of loans receivable |
17 | |||||||||||||||
Issuance of loans receivable |
17 | ( |
) | ( |
) | ( |
) | |||||||||
Collection of deposits |
||||||||||||||||
Payment of deposits |
( |
) | ( |
) | ( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
Net cash used in investing activities |
( |
) |
( |
) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||||||
FINANCING ACTIVITIES: |
||||||||||||||||
Payment of lease liabilities |
15 | ( |
) | ( |
) | ( |
) | |||||||||
Proceeds from borrowing of bank debt |
21 | |||||||||||||||
Transaction costs related to borrowings |
21 | ( |
) | |||||||||||||
Principal payments on bank debt |
21 | ( |
) | ( |
) | ( |
) | |||||||||
Purchase of MPP share awards |
20 | ( |
) | |||||||||||||
Proceeds from issuance of MPP share awards |
20 | |||||||||||||||
Change in bank overdrafts |
21 | ( |
) | ( |
) | ( |
) | |||||||||
Proceeds from issue of participation certificates |
||||||||||||||||
Proceeds from issuance of new shares |
||||||||||||||||
Transaction costs related to issuance of new shares and participation certificates |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|
|
|||||||||||
Net cash (used in) from financing activities |
( |
) |
||||||||||||||
|
|
|
|
|
|
|||||||||||
Net increase in cash |
||||||||||||||||
Cash as of January 1 |
||||||||||||||||
Effects of movements in exchange rates |
||||||||||||||||
|
|
|
|
|
|
|||||||||||
Cash and cash equivalents as of December 31 |
||||||||||||||||
|
|
|
|
|
|
1. |
General information |
• | Formation of Sportradar Group AG - o n June 24, 2021, Carsten Koerl, the Founder, duly incorporated Sportradar Group AG, a Swiss corporation, contributed CHF |
• | Contribution of ordinary shares and participation certificates in Sportradar Holding AG - prior to the completion of the IPO, (i) all of the existing shareholders and holders of participation certificates (other than Carsten Koerl) contributed their ordinary shares and/or participation certificates of Sportradar Holding AG to Sportradar Group AG and received Class A ordinary shares in Sportradar Group AG and (ii) Carsten Koerl contributed his ordinary shares of Sportradar Holding AG to Sportradar Group AG and received (a) |
• | Contribution of participation certificates under the Management Participation Program - certain of our directors and executive officers participate in our Management Participation Program (the “MPP”), under which participants indirectly purchased participation certificates of Sportradar Holding AG through Slam InvestCo S.à r.l. (“MPP Co”), a special purpose vehicle established to hold participation certificates of Sportradar Holding AG for the MPP. In connection with the IPO, MPP participants contributed their shares of MPP Co to Sportradar Group AG and MPP Co became a subsidiary of Sportradar Group AG. The MPP participants, in exchange, received Class A ordinary shares, a portion of which was vested and no longer subject to repurchase and a portion of which was initially unvested and subject to repurchase by us upon a termination of employment in certain circumstances. The vesting schedule generally provides for |
• | Conversion of options under the Phantom Option Plan - Phantom Option Plan (the “POP”) is maintained for certain key employees, who are not executive officers. The participants are entitled to bonus payments calculated by reference to the value of a hypothetical option to purchase shares of Sportradar Holding AG. Based upon the initial public offering price of $ |
Capital and reserves in number of shares |
Class A ordinary shares |
Class B ordinary shares |
Shares |
Particip. certificates |
||||||||||||
Reorganization transactions |
( |
) | ( |
) |
Capital and reserves expressed in thousands of Euros |
Ordinary shares |
Share capital |
Treasury shares |
Additional paid in capital |
Particip. certificates |
|||||||||||||||
Reorganization transactions |
( |
) | |
|
|
|
( |
) | ( |
) |
in €‘000 |
2019 |
2020 |
||||||
Finance costs |
||||||||
Accrued interest on license fee payables |
||||||||
Interest on loans and borrowings |
||||||||
Other interest expense |
||||||||
Other finance costs |
||||||||
Foreign exchange losses |
||||||||
Other finance costs |
— | |||||||
Total for the period |
||||||||
Less Foreign exchange losses |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total for the period after presentation change |
||||||||
|
|
|
|
Reconciliation |
||||||||
in €‘000 |
2019 |
2020 |
||||||
Finance income |
||||||||
Interest income |
||||||||
Foreign exchange gains |
||||||||
Other financial income |
||||||||
Total for the period |
||||||||
Less Foreign exchange gains |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total for the period after presentation change (Note 9) |
||||||||
|
|
|
|
2. |
Significant accounting policies |
• |
Amendments to IFRS 9, IAS 39 and IFRS 7: Interest rate benchmark reform – Phase 2 |
• |
Amendments to IFRS 16: COVID-19-Related |
Standard or interpretation |
Effective date |
Planned application by Sportradar in reporting year |
||||||
References to Conceptual Framework |
||||||||
Onerous contracts – Cost of fulfilling a contract |
||||||||
Property, Plant and Equipment: Proceeds before Intended Use |
||||||||
|
||||||||
Classification of Liabilities as Current or Non-current |
||||||||
Insurance Contracts |
||||||||
Definition of Accounting Estimates |
||||||||
Deferred Tax related to Assets and Liabilities arising from a Single Transaction |
||||||||
Disclosure of Accounting Policies |
||||||||
: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture |
Deferred indefinitely |
— |
a) |
Impairment of assets |
b) |
Tax step-up |
c) |
Fair value measurement of nonfinancial assets and nonfinancial liabilities acquired in business combinations and fair value of consideration transferred |
• |
it is probable that the future economic benefits that are attributable to the asset will flow to the entity; and |
• |
the cost of the asset can be measured reliably. |
• |
the completion of the intangible asset is technically feasible, |
• |
the Group has the intention to complete the intangible asset and to use or to sell it, |
• |
the intangible asset can be sold or used internally, |
• |
the intangible asset will generate future benefits in terms of new business opportunities, cost savings or economies of scale, |
• |
sufficient technical and financial resources are available to complete the development and to use or sell the intangible asset, and |
• |
expenditures can be measured reliably (refer to note 13). Direct costs include not only the personnel expenses for the development team, but also the costs for external consultants and developers. |
Estimated useful life in years | ||
Internally-developed software in use |
Intangible asset |
Estimated useful life in years |
|||
Acquired trademarks and brand names |
||||
Acquired customer bases |
||||
Software |
||||
Other rights |
Tangible asset |
Estimated useful life in years |
|||
Leasehold improvements |
||||
Technical equipment and machines |
||||
Other facilities and equipment |
||||
Right-of-use |
• |
the contract contains an identified asset, which is either explicitly identified in the contract or implicitly specified by being identified at the time the asset is made available to the Group; |
• |
the Group has the right to obtain substantially all of the economic benefits from use of the identified asset throughout the period of use, considering its rights within the defined scope of the contract; and |
• |
the Group has the right to direct the use of the identified asset throughout the period of use. The Group assesses whether it has the right to direct how and for what purpose the asset is used throughout the period of use. |
• |
amortized cost; |
• |
fair value through other comprehensive income (FVOCI); or |
• |
fair value through profit and loss (FVTPL). |
• |
it is held within a business model whose objective is to hold assets to collect contractual cash flows; and |
• |
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. |
• |
When the plan amendment or curtailment occurs; and |
• |
When Group recognizes any termination benefits, or related restructuring costs under IAS 37. |
3. |
Business combinations |
in €‘000 |
December 17, 2019 |
|||
Technology |
||||
Customer base |
||||
Other intangibles |
||||
Property and equipment |
||||
Trade receivables |
||||
Inventory |
||||
Other assets |
||||
Cash |
||||
Finance liabilities |
( |
) | ||
Current liabilities |
( |
) | ||
Non-current liabilities |
( |
) | ||
Deferred tax liability, net |
( |
) | ||
|
|
|||
Net assets acquired |
||||
|
|
|||
Goodwill |
||||
|
|
|||
Consideration transferred |
||||
|
|
in €‘000 |
||||
Cash consideration paid for acquisition of subsidiary |
( |
) | ||
Cash acquired with the subsidiary |
||||
|
|
|
|
|
(Included in cash flows from investing activities) |
( |
) | ||
Transaction costs of the acquisition (included in cash flows from operating activities) |
( |
) | ||
|
|
|||
Net cashflow on acquisition of subsidiary |
( |
) | ||
|
|
in €‘000 |
March 2, 2021 |
|||
Customer base |
||||
Technology |
||||
Property and equipment |
||||
Trade receivables |
||||
Contract assets and other assets |
||||
Cash |
||||
Current liabilities |
( |
) | ||
Deferred tax liability, net |
( |
) | ||
|
|
|||
Net assets acquired |
||||
|
|
|||
Goodwill |
||||
|
|
|||
Consideration transferred |
||||
|
|
in €‘000 |
||||
Cash consideration paid for acquisition of subsidiary |
( |
) | ||
Cash acquired with the subsidiary |
||||
Net cash paid for acquisition (included in cash used in investing activities) |
( |
) | ||
Transaction costs of the acquisition (included in cash from operating activities) |
( |
) | ||
Net cash outflow on acquisition of subsidiary |
( |
) | ||
in €‘000 |
May 6, 2021 |
|||
Customer base |
||||
Brand |
||||
Technology |
||||
Property and equipment |
||||
Trade receivables |
||||
Contract assets and other assets |
||||
Cash |
||||
Current liabilities |
( |
) | ||
Non-current liabilities |
( |
) | ||
Deferred tax liability, net |
( |
) | ||
Net assets acquired |
||||
Goodwill |
||||
Consideration transferred |
||||
in €‘000 |
||||
Cash consideration paid for acquisition of subsidiary |
( |
) | ||
Cash acquired with the subsidiary |
||||
Net cash paid for acquisition (included in cash used in investing activities) |
( |
) | ||
Transaction costs of the acquisition (included in cash from operating activities) |
( |
) | ||
Net cash outflow on acquisition of subsidiary |
( |
) | ||
in €‘000 |
June 9, 2021 |
|||
Customer base |
||||
Technology |
||||
Brand |
||||
Trade receivables |
||||
Contract assets and other assets |
||||
Cash |
||||
Current liabilities |
( |
) | ||
Deferred tax liability, net |
( |
) | ||
Net assets acquired |
||||
Goodwill |
||||
Consideration transferred |
||||
in €‘000 |
||||
Cash consideration paid for acquisition of subsidiary |
( |
) | ||
Cash acquired with the subsidiary |
||||
Net cash paid for acquisition (included in cash used in investing activities) |
( |
) | ||
Transaction costs of the acquisition (included in cash from operating activities) |
( |
) | ||
Net cash outflow on acquisition of subsidiary |
( |
) | ||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Betting data / Betting entertainment tools |
||||||||||||
Managed Betting Services (“MBS”) |
||||||||||||
Virtual Gaming and E-Sports |
||||||||||||
|
|
|
|
|
|
|||||||
Betting revenue |
||||||||||||
Betting AV revenue |
||||||||||||
Other revenue |
||||||||||||
|
|
|
|
|
|
|||||||
Rest of the World revenue |
||||||||||||
Media and Ad`s revenue |
||||||||||||
Betting data |
||||||||||||
Betting AV |
||||||||||||
Sports Solutions |
— | — | ||||||||||
|
|
|
|
|
|
|||||||
United States revenue |
||||||||||||
|
|
|
|
|
|
|||||||
Total Revenue |
||||||||||||
|
|
|
|
|
|
Reportable segments |
Operations | |
Rest of the World (“RoW”) Betting |
Betting and gaming solutions | |
RoW Betting AV |
Live streaming solutions for online, mobile and retail sports betting | |
United States |
Sports entertainment, betting, gaming and Sports Solutions |
Year Ended December 31, 2019 |
||||||||||||||||||||||||
in €‘000 |
RoW Betting |
RoW Betting AV |
United States |
Total reportable segments |
All other segments |
Total |
||||||||||||||||||
Segment revenue |
||||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ( |
) | ||||||||||||||||||||
Amortization of sport rights |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) |
Year Ended December 31, 2020 |
||||||||||||||||||||||||
in €‘000 |
RoW Betting |
RoW Betting AV |
United States |
Total reportable segments |
All other segments |
Total |
||||||||||||||||||
Segment revenue |
||||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ( |
) | ||||||||||||||||||||
Amortization of sport rights |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) |
Year Ended December 31, 2021 |
||||||||||||||||||||||||
in €‘000 |
RoW Betting |
RoW Betting AV |
United States |
Total reportable segments |
All other segments |
Total |
||||||||||||||||||
Segment revenue |
||||||||||||||||||||||||
Segment Adjusted EBITDA |
( |
) | ( |
) | ||||||||||||||||||||
Amortization of sport rights |
( |
) | ( |
) | ( |
) | ( |
) | — | ( |
) |
December 31 |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Segment Adjusted EBITDA |
||||||||||||
Unallocated corporate expenses (1) |
( |
) | ( |
) | ( |
) | ||||||
Share based compensation |
— | ( |
) | ( |
) | |||||||
Foreign currency gains (losses), net |
( |
) | ||||||||||
Finance income |
||||||||||||
Finance costs |
( |
) | ( |
) | ( |
) | ||||||
Impairment of intangibles assets |
( |
) | ( |
) | — | |||||||
Depreciation and amortization |
( |
) | ( |
) | ( |
) | ||||||
Amortization of sport rights |
||||||||||||
Loss from loss of control of subsidiary |
( |
) | — | — | ||||||||
Impairment of equity-accounted investee |
— | ( |
) | — | ||||||||
Impairment loss on other financial assets |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Net income (loss) before tax |
( |
) |
||||||||||
|
|
|
|
|
|
1) |
Unallocated corporate expenses primarily consists of salaries and wages for management, legal, human resources, finance, office, technology and other costs not allocated to the segments. |
Revenue |
Years Ended December 31, |
|||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
United Kingdom |
||||||||||||
Malta |
||||||||||||
US |
||||||||||||
Switzerland |
||||||||||||
Other countries *) |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
*) |
No individual country represented more than |
Non-current assets |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Switzerland |
||||||||
Germany |
||||||||
United States |
||||||||
Other countries *) |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
*) |
No individual country represented more than |
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Non-capitalized licenses and sports rights |
||||||||||||
Data journalist and freelancer fees |
||||||||||||
Production costs |
||||||||||||
Variable service fees |
||||||||||||
Sales agents |
||||||||||||
Consultancy fees |
||||||||||||
Optima platform and consultancy fees |
— | |||||||||||
Ads costs and operational fees |
||||||||||||
Other costs |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Legal and other consulting expenses |
||||||||||||
Telecommunication and IT expenses |
||||||||||||
Software-as-a |
||||||||||||
Marketing expenses |
||||||||||||
Travel expenses |
||||||||||||
Insurance |
||||||||||||
Office expenses |
||||||||||||
Other costs |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Foreign currency gains |
||||||||||||
Foreign currency losses |
( |
) | ( |
) | ( |
) | ||||||
Total |
( |
) |
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Interest income |
||||||||||||
Other finance income |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Interest expense |
||||||||||||
Accrued interest on license fee payables |
||||||||||||
Interest on loans and borrowings |
||||||||||||
Other interest expense |
||||||||||||
Other finance costs |
||||||||||||
Other finance costs |
— | |||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Income taxes |
Years Ended December 31, |
|||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Current tax expense: |
||||||||||||
Current year |
||||||||||||
Changes in estimates related to prior years |
||||||||||||
Deferred tax expense: |
||||||||||||
Origination and reversal of temporary differences |
( |
) | ||||||||||
Impact of changes in tax rates |
— | — | ||||||||||
Recognition of previously unrecognized deferred tax assets |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Income tax (benefit) expense reported in profit or loss |
( |
) |
||||||||||
|
|
|
|
|
|
in €‘000 |
2020 |
2021 |
||||||
Net deferred tax / asset as of January 1, |
||||||||
Additions from business combinations |
— | ( |
) | |||||
Recognized in other comprehensive income |
||||||||
Recognized in profit or loss |
( |
) | ||||||
Foreign currency translation adjustment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net deferred tax asset as of December 31, |
||||||||
|
|
|
|
December 31, |
||||||||||||||||
2020 |
2021 |
|||||||||||||||
in €‘000 |
Consolidated statement of financial position |
Consolidated statement of profit or loss |
Consolidated statement of financial position |
Consolidated statement of profit or loss |
||||||||||||
Other assets and prepayments |
( |
) | ||||||||||||||
Intangible assets |
( |
) | ( |
) | ( |
) | ||||||||||
Trade and other payables |
||||||||||||||||
Tax loss carry-forward |
( |
) | ( |
) | ||||||||||||
Tax step-up |
( |
) | ||||||||||||||
Other assets non-current |
( |
) | ( |
) | ||||||||||||
Other |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|||||||||||||
Deferred tax income |
( |
) |
||||||||||||||
|
|
|
|
|||||||||||||
|
|
|
|
|||||||||||||
Net deferred tax asset |
||||||||||||||||
|
|
|
|
|||||||||||||
Reflected in the consolidated statements of financial position as follows: |
||||||||||||||||
Deferred tax assets |
||||||||||||||||
Deferred tax liabilities |
( |
) | ( |
) | ||||||||||||
|
|
|
|
|||||||||||||
Deferred tax assets, net |
||||||||||||||||
|
|
|
|
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Net income (loss) before tax |
( |
) | ||||||||||
Applicable tax rate |
% | % | % | |||||||||
Tax benefit (expense) applying the Company tax rate |
( |
) | ( |
) | ||||||||
Effect of tax losses and tax offsets not recognized as deferred tax assets |
( |
) | ||||||||||
Effect on recognition of deferred tax assets, on previous unused tax losses and tax offsets |
||||||||||||
Changes in estimates related to prior years |
( |
) | ( |
) | ( |
) | ||||||
Effect of non-deductible expenses |
( |
) | ( |
) | ( |
) | ||||||
Effect of difference to the Group tax rate |
||||||||||||
Effects of changes in tax rate (deferred tax rate) |
||||||||||||
Other effects |
( |
) | ( |
) | ( |
) | ||||||
Tax step up |
||||||||||||
|
|
|
|
|
|
|||||||
Income tax benefit (expense) |
( |
) |
( |
) | ||||||||
|
|
|
|
|
|
|||||||
Effective tax rate |
% | % | % | |||||||||
|
|
|
|
|
|
Periods in which tax loss carry-forwards not recognized as deferred tax assets may be used |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Unlimited |
||||||||
will expire within 5 years |
||||||||
will expire thereafter |
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Profit attributable to Class A shares owners |
||||||||||||
Profit attributable to Class B shares owners |
||||||||||||
|
|
|
|
|
|
|||||||
Profit attributable to owners of the Company (basic and diluted) |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
in thousands of shares |
2019 |
2020 |
2021 |
|||||||||
Issued Class B shares at January 1 |
||||||||||||
|
|
|
|
|
|
|||||||
Weighted-average number of Class B shares at December 31 (basic and diluted) |
||||||||||||
|
|
|
|
|
|
Years Ended December 31, |
||||||||||||
in thousands of shares |
2019 |
2020 |
2021 |
|||||||||
Issued Class A shares at January 1 |
||||||||||||
Effect of share options exercised |
— | — | ||||||||||
Effect of shares issued |
— | |||||||||||
Effect of shares issued related to a business combination |
— | — | ||||||||||
Weighted-average number of Class A shares at December 31 (basic) |
||||||||||||
Years Ended December 31, |
||||||||||||
in thousands of shares |
2019 |
2020 |
2021 |
|||||||||
Weighted-average number of Class A shares at December 31 (basic) |
||||||||||||
Effect of RSU`s on issue |
— | — | ||||||||||
Effect of warrants |
— | — | ||||||||||
Weighted-average number of Class A shares at December 31 (diluted) |
||||||||||||
Cost in €‘000 |
Brand name |
Customer base |
Licenses |
Software |
Internally- developed software |
Goodwill |
Total |
|||||||||||||||||||||
Balance as of January 1, 2020 |
||||||||||||||||||||||||||||
Additions |
— | — | — | |||||||||||||||||||||||||
Disposals |
( |
) | — | ( |
) 2) |
( |
) | — | — | ( |
) | |||||||||||||||||
Disposal due to reduction in service potential |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Translation adjustments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||
Balance as of December 31, 2020 |
||||||||||||||||||||||||||||
Additions |
— | — | — | |||||||||||||||||||||||||
Additions through business combinations |
— | |||||||||||||||||||||||||||
Disposals |
— | — | ( |
) | ( |
) | — | — | ( |
) | ||||||||||||||||||
Disposal due to reduction in service potential |
— | — | ( |
) | — | — | — | ( |
) | |||||||||||||||||||
Translation adjustments |
||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
||||||||||||||||||||||||||||
Amortization and impairment in €‘000 |
||||||||||||||||||||||||||||
Balance as of January 1, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
— |
( |
) | |||||||||||||||
Additions |
( |
) | ( |
) | ( |
) 1) |
( |
) | ( |
) | — | ( |
) | |||||||||||||||
Impairment |
— | — | ( |
) | — | — | ( |
) | ( |
) | ||||||||||||||||||
Disposals |
— | 2) |
— | — | ||||||||||||||||||||||||
Translation adjustments |
— | |||||||||||||||||||||||||||
Balance as of December 31, 2020 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Additions |
( |
) | ( |
) | ( |
) 1) |
( |
) | ( |
) | — | ( |
) | |||||||||||||||
Impairment |
— | — | — | — | — | — | — | |||||||||||||||||||||
Disposals |
— | — | — | |||||||||||||||||||||||||
Translation adjustments |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Balance as of December 31, 2021 |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) |
( |
) | ||||||||||||||
Carrying amount |
||||||||||||||||||||||||||||
As of December 31, 2020 |
||||||||||||||||||||||||||||
As of December 31, 2021 |
||||||||||||||||||||||||||||
1) |
Includes € |
2) |
Disposals in 2020 primarily relates to the disposal of fully amortized licenses (€ |
Goodwill per CGU in €‘000 |
RoW Betting |
RoW Betting AV |
RoW Other |
United States |
Optima |
|||||||||||||||
Goodwill as of January 1, 2020 |
||||||||||||||||||||
Impairment |
— | — | — | ( |
) | — | ||||||||||||||
Reclassification |
— | — | — | ( |
) | |||||||||||||||
Foreign currency translation effect |
( |
) | — | — | ( |
) | — | |||||||||||||
Goodwill as of December 31, 2020 |
— | — | ||||||||||||||||||
Acquisition |
— | — | ||||||||||||||||||
Foreign currency translation effect |
— | |||||||||||||||||||
Goodwill as of December 31, 2021 |
— |
|||||||||||||||||||
Key assumptions used |
||||||||||||||||||||
As of December 31, 2020: |
||||||||||||||||||||
Terminal value growth rate |
% | % | % | — | ||||||||||||||||
Budgeted EBITDA margin 1 |
% | % | % | — | ||||||||||||||||
Discount rate —WACC (before taxes) |
% | % | % | — | ||||||||||||||||
As of December 31, 2021: |
||||||||||||||||||||
Terminal value growth rate |
% | % | % | % | ||||||||||||||||
Budgeted EBITDA margin 1 |
% | % | % | % | ||||||||||||||||
Discount rate —WACC (before taxes) |
% | % | % | % |
1 |
The budgeted EBITDA margin for the RoW Betting CGUs represents an average margin, whereas the budgeted EBITDA margin for the RoW Other and United States CGUs represents the assumption for the last year of the budget period. |
• |
• |
• |
Property and equipment Cost in €‘000 |
Land and buildings |
Other facilities and equipment |
Work in Progress |
Total |
||||||||||||
Balance as of January 1, 2020 |
||||||||||||||||
Additions |
||||||||||||||||
Disposals |
( |
) | ( |
) | — |
( |
) | |||||||||
Reclassification |
— |
( |
) | — |
||||||||||||
Translation adjustments |
( |
) | ( |
) | ( |
) | ||||||||||
Balance as of December 31, 2020 |
||||||||||||||||
Additions |
||||||||||||||||
Additions through business combinations |
— | |||||||||||||||
Disposals |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Translation adjustments |
||||||||||||||||
Balance as of December 31, 2021 |
||||||||||||||||
Accumulated depreciation in €‘000 |
||||||||||||||||
Balance as of January 1, 2020 |
( |
) |
( |
) |
— |
( |
) | |||||||||
Additions |
( |
) | ( |
) | — | ( |
) | |||||||||
Disposals |
— | |||||||||||||||
Translation adjustments |
— | |||||||||||||||
Balance as of December 31, 2020 |
( |
) |
( |
) |
— | ( |
) | |||||||||
Additions |
( |
) | ( |
) | — | ( |
) | |||||||||
Disposals |
— | |||||||||||||||
Translation adjustments |
( |
) | ( |
) | — | ( |
) | |||||||||
Balance as of December 31, 2021 |
( |
) |
( |
) |
— |
( |
) | |||||||||
Carrying amount |
||||||||||||||||
As of December 31, 2020 |
||||||||||||||||
As of December 31, 2021 |
||||||||||||||||
December 31, |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Right-of-use |
||||||||
Land and buildings |
||||||||
Other facilities and equipment |
||||||||
Lease liabilities – Loans and borrowings |
||||||||
Current |
||||||||
Non-current |
Office buildings |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Balance as of January 1, |
||||||||
Depreciation charge for the year |
( |
) | ( |
) | ||||
Additions / business combinations |
||||||||
Derecognition due to lease termination |
( |
) | ( |
) | ||||
Foreign currency effects |
( |
) | ||||||
|
|
|
|
|||||
Balance as of December 31, |
||||||||
|
|
|
|
in €‘000 |
2020 |
2021 |
||||||
Balance as of January 1, |
||||||||
Additions to lease liabilities |
||||||||
Accretion of interest |
||||||||
Payments |
( |
) | ( |
) | ||||
Additions from business combinations |
||||||||
Rent concessions |
( |
) | ( |
) | ||||
Derecognition due to lease termination |
( |
) | ( |
) | ||||
Foreign currency effects |
( |
) | ||||||
|
|
|
|
|||||
Balance as of December 31, |
||||||||
|
|
|
|
|||||
Current |
||||||||
Non-current |
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Interest on lease liabilities |
||||||||||||
Depreciation |
||||||||||||
Income from sub-leasing right-of-use |
( |
) | ( |
) | ( |
) | ||||||
Expenses relating to short-term leases *) |
||||||||||||
Expenses relating to low-value assets *) |
||||||||||||
Rent concessions |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Total amount recognized in profit or loss |
||||||||||||
|
|
|
|
|
|
*) | The Group has elected not to recognize a lease liability for short term leases (leases with an expected term of 12 months or less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. |
Years Ended December 31, |
||||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Operating activities - cash outflow for leases |
||||||||||||
-Short-term and low-value lease payments |
||||||||||||
-Interest paid on lease liabilities |
||||||||||||
Financing activities – Principal payment on lease liabilities |
||||||||||||
|
|
|
|
|
|
|||||||
Total cash outflow for leases |
||||||||||||
|
|
|
|
|
|
December 31, |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Unpaid contribution of capital |
— | |||||||
Loans receivable (net of expected credit loss) |
||||||||
Deposits |
||||||||
Equity investment |
— | |||||||
Other financial assets |
||||||||
Prepayment non-current |
— | |||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Composition and movements of loan receivables |
| |||||||||||
in €‘000 |
Loans non-current |
Loans current |
Total |
|||||||||
Balance as of January 1, 2020 |
||||||||||||
Collection of loans receivable |
( |
) | — | ( |
) | |||||||
Issuance of loans receivable |
— | |||||||||||
Interest |
||||||||||||
Impairment |
( |
) | ( |
) | ( |
) | ||||||
Others |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2020 |
||||||||||||
|
|
|
|
|
|
|||||||
Collection of loans receivable |
— | ( |
) | ( |
) | |||||||
Issuance of loans receivable |
||||||||||||
Interest |
||||||||||||
Impairment |
( |
) | — | ( |
) | |||||||
Others |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2021 |
||||||||||||
|
|
|
|
|
|
Provision for expected Credit Losses |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Balance as of January 1, |
( |
) |
( |
) | ||||
Impairment |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Balance as of December 31, |
( |
) |
( |
) | ||||
|
|
|
|
Trade receivables |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Trade receivables |
||||||||
Trade receivable from associates |
||||||||
Allowance for expected credit losses |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Contract assets |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Contract assets |
||||||||
Allowance for expected credit losses |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
in €‘000 |
2020 |
2021 |
||||||
Balance as of January 1, |
( |
) |
( |
) | ||||
Provision for expected credit losses |
( |
) | ( |
) | ||||
Net amounts written off / recovered |
||||||||
|
|
|
|
|||||
Balance as of December 31, |
( |
) |
( |
) | ||||
|
|
|
|
Other assets and prepayments |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Prepaid expenses |
||||||||
Other financial assets |
||||||||
Taxes and fees |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Capital and reserves in number of shares |
Class A ordinary shares |
Class B ordinary shares |
Shares |
Participation certificates |
||||||||||||
Equity instruments as of January 1, 2021 and as of December 31, 2020 |
||||||||||||||||
Issued during the year before the IPO |
||||||||||||||||
Reorganization transactions |
( |
) | ( |
) | ||||||||||||
Issued during the year during and subsequent to the IPO |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Equity instruments as of December 31, 2021 |
||||||||||||||||
|
|
|
|
|
|
|
|
Loans and borrowings |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Current portion of loans and borrowings |
||||||||
Bank loans |
||||||||
Lease liabilities (Note 13) |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Non - Current portion of loans and borrowings |
||||||||
Bank loans |
||||||||
Lease liabilities (Note 13) |
||||||||
|
|
|
|
|||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
i. | Facility A1: a EUR senior amortizing term loan facility up to € |
ii. | Facility A2: a EUR senior non-amortizing term loan facility up to € |
iii. | Facility B: a EUR acquisition term loan facility up to € |
iv. | Facility C: a EUR revolving credit facility up to € |
i. | Facility B: a senior secured term loan facility in EUR up to € |
ii. | A multicurrency revolving credit facility (“RCF”) in an aggregate amount up to € |
Senior Secured Net Leverage Ratio |
Facility B Margin (% per annum) | |
Greater than |
||
Greater than |
||
Greater than |
||
Equal to or less than |
Senior Secured Net Leverage Ratio |
RCF Margin (% per annum) | |
Greater than |
||
Greater than |
||
Greater than |
||
Greater than |
||
Equal to or less than |
Senior Secured Net Leverage Ratio |
Excess Cash Flow prepayment percentage | |
Greater than 5.00:1 |
||
Equal to or less than 5.00:1 but greater than 4.50:1 |
||
Equal to or less than 4.50:1 |
Financial debt movements and change in bank overdrafts |
||||||||||||||||
in €‘000 |
Loans non-current |
Loans current |
Overdrafts |
Total |
||||||||||||
Balance as of January 1, 2020 |
||||||||||||||||
Proceeds from loans and borrowings |
||||||||||||||||
Transaction costs related to borrowings |
( |
) | ( |
) | ||||||||||||
Payment of loans and borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Transfers |
( |
) | ||||||||||||||
Amortization of borrowing costs |
||||||||||||||||
Foreign currency rate adjustment |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2020 |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Addition from business combination |
||||||||||||||||
Payment of loans and borrowings |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Amortization of borrowing costs |
||||||||||||||||
Foreign currency rate adjustment |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2021 |
||||||||||||||||
|
|
|
|
|
|
|
|
Employee defined benefit liabilities |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Defined benefit obligation |
||||||||
Fair value of plan assets |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net defined benefit liability |
||||||||
|
|
|
|
Movement in the defined benefit obligations |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Defined benefit obligation as of January 1, |
||||||||
Interest expense on defined benefit obligation |
||||||||
Current service cost |
||||||||
Contributions by plan participants |
||||||||
Benefits deposited |
( |
) | ( |
) | ||||
Past service cost |
( |
) | ||||||
Administration cost (excl. cost for managing plan assets) |
||||||||
Actuarial (gain) loss on defined benefit obligation |
( |
) | ||||||
Exchange rate loss |
||||||||
|
|
|
|
|||||
Defined benefit obligation as of December 31, |
||||||||
|
|
|
|
Fair value of plan assets |
||||||||
in €‘000 |
2020 |
2021 |
||||||
Fair value of plan assets as of January 1, |
||||||||
Interest income on plan assets |
||||||||
Contributions by the employer |
||||||||
Contributions by plan participants |
||||||||
Benefits paid |
( |
) | ( |
) | ||||
Return on plan assets excl. interest income |
( |
) | ||||||
EUR/ CHF exchange rate gain |
||||||||
|
|
|
|
|||||
Fair value of plan assets as of December 31, |
||||||||
|
|
|
|
Trade payables |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
License fee payables for capitalized sports data rights – non-current |
||||||||
Other trade payables – non-current |
||||||||
|
|
|
|
|||||
Trade payables non-current |
||||||||
|
|
|
|
|||||
License fee payables for capitalized sports data rights – current |
||||||||
Other trade payables and accrued expenses – current |
||||||||
|
|
|
|
|||||
Trade payables current |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Other liabilities - current: |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Other financial liabilities: |
||||||||
Deferred and contingent consideration |
||||||||
Due to third parties |
||||||||
Other non-financial liabilities: |
||||||||
Payroll liabilities |
||||||||
Taxes and fees |
||||||||
Provisions |
||||||||
Deposit liability |
||||||||
Due to related parties |
||||||||
|
|
|
|
|||||
Total other liabilities - current |
||||||||
|
|
|
|
Other non-current liabilities: |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
Other financial liabilities: |
||||||||
Deferred and contingent consideration |
||||||||
Other non-financial liabilities: |
||||||||
Employee benefit liabilities |
||||||||
Other |
||||||||
|
|
|
|
|||||
Total other non-current liabilities |
||||||||
|
|
|
|
Provisions in €‘000 |
Legal |
Other |
Total |
|||||||||
Balance as of January 1, 2020 |
||||||||||||
Additions |
||||||||||||
Used |
( |
) | ( |
) | ( |
) | ||||||
Released |
( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2020 |
||||||||||||
|
|
|
|
|
|
|||||||
Additions |
||||||||||||
Used |
( |
) | ( |
) | ( |
) | ||||||
Released |
( |
) | ( |
) | ( |
) | ||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2021 |
||||||||||||
|
|
|
|
|
|
in €‘000 |
2021 |
|||
2022 |
||||
2023 |
||||
2024 |
||||
2025 |
||||
2026 - 2030 |
||||
|
|
|||
Total |
||||
|
|
in €‘000 |
2020 |
|||
2021 |
||||
2022 |
||||
2023 |
||||
2024 |
||||
|
|
|||
Total |
||||
|
|
• |
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities |
• |
Level 2: inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e. derived from prices). |
• |
Level 3: inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs). |
Carrying amounts |
Fair values |
|||||||||||||||||||
Financial instruments as of December 31, 2020 in €‘000 |
Mandatorily at FVTPL |
At amortized cost |
Level 1 |
Level 2 |
Level 3 |
|||||||||||||||
Financial assets measured at fair value |
||||||||||||||||||||
Loans receivable |
||||||||||||||||||||
Financial assets not measured at fair value |
||||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||
Trade and other receivables |
||||||||||||||||||||
Unpaid capital contribution |
||||||||||||||||||||
Deposits |
||||||||||||||||||||
Advances and loans receivable |
||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||
Total |
||||||||||||||||||||
Financial liabilities not measured at fair value |
||||||||||||||||||||
Bank overdrafts |
||||||||||||||||||||
Loans and borrowings (excluding lease liabilities) |
||||||||||||||||||||
Deferred consideration |
||||||||||||||||||||
Trade and other payables |
||||||||||||||||||||
thereof for capitalized licenses |
||||||||||||||||||||
|
|
|
|
|||||||||||||||||
Total |
||||||||||||||||||||
|
|
|
|
Fair values |
||||||||||||||||||||||||
Financial instruments as of December 31, 2021 in €‘000 |
Mandatorily at FVTPL |
FVOCI – equity investments |
At amortized cost |
Level 1 |
Level 2 |
Level 3 |
||||||||||||||||||
Financial assets measured at fair value |
||||||||||||||||||||||||
Loans receivable |
||||||||||||||||||||||||
Equity investment |
||||||||||||||||||||||||
Financial assets not measured at fair value |
||||||||||||||||||||||||
Cash and cash equivalents |
||||||||||||||||||||||||
Trade and other receivables |
||||||||||||||||||||||||
Deposits |
||||||||||||||||||||||||
Advances and loans receivable |
||||||||||||||||||||||||
|
|
|
|
|
|
|||||||||||||||||||
Total |
||||||||||||||||||||||||
Financial liabilities measured at fair value |
||||||||||||||||||||||||
Contingent consideration |
||||||||||||||||||||||||
Financial liabilities not measured at fair value |
||||||||||||||||||||||||
Bank overdrafts |
||||||||||||||||||||||||
Loans and borrowings (excluding lease liabilities) |
||||||||||||||||||||||||
Deferred consideration |
||||||||||||||||||||||||
Trade and other payables |
||||||||||||||||||||||||
thereof for capitalized licenses |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
in €‘000 |
Equity investment |
Loans receivable |
Contingent consideration |
|||||||||
Balance as of January 1, 2021 |
||||||||||||
Assumed in a business combination |
— | — | ||||||||||
Acquisition |
— | |||||||||||
Net change in fair value – unrealized (included in Finance cost / income and Impairment loss other financial assets) |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2021 |
||||||||||||
|
|
|
|
|
|
Bank debt - contractual cash flows 1) |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
due within one year |
||||||||
due within two to five years |
||||||||
due after five years |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
1) |
The contractual cash flows include future interest payments calculated assuming EURIBOR of 0% plus a margin. |
Deferred & contingent consideration cash flows |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
due within one year |
||||||||
due within two to five years |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Trade payables |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
due within one year |
||||||||
due within two to five years |
||||||||
due after five years |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Lease liabilities cash flows |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
due within one year |
||||||||
due within two to five years |
||||||||
due after five years |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Other financial liabilities |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
due within one year |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Loans receivable: exposure to credit risk and ECLs |
||||||||||||||||
in €‘000 |
Gross carrying amount |
Weighted average loss rate |
Impairment loss allowance |
Credit- impaired |
||||||||||||
Grades 1 - 6: Low risk (BBB- to AAA) |
% | no | ||||||||||||||
Grade 10: Substandard (B- to CCC-) |
% | ( |
) | no | ||||||||||||
Grade 12: Loss (D) |
% | ( |
) | yes | ||||||||||||
|
|
|
|
|||||||||||||
Total as of December 31, 2020 |
( |
) |
||||||||||||||
|
|
|
|
|||||||||||||
Grades 1 - 6: Low risk (BBB- to AAA) |
% | no | ||||||||||||||
Grade 10: Substandard (B- to CCC-) |
% | ( |
) | no | ||||||||||||
Grade 12: Loss (D) |
% | ( |
) | yes | ||||||||||||
|
|
|
|
|||||||||||||
Total as of December 31, 2021 |
( |
) | ||||||||||||||
|
|
|
|
Trade receivables from individual customers: exposure to credit risk and ECLs |
||||||||||||||||
in €‘000 |
Gross carrying amount |
Weighted average loss rate |
Impairment loss allowance |
Credit- impaired |
||||||||||||
Current (not past due) |
% | ( |
) | no | ||||||||||||
1 to 60 days past due |
% | ( |
) | no | ||||||||||||
61 to 90 days past due |
% | ( |
) | no | ||||||||||||
More than 90 days past due |
% | ( |
) | yes | ||||||||||||
|
|
|
|
|||||||||||||
Total as of December 31, 2020 |
( |
) |
||||||||||||||
|
|
|
|
|||||||||||||
Current (not past due) |
% | ( |
) | no | ||||||||||||
1 to 60 days past due |
% | ( |
) | no | ||||||||||||
61 to 90 days past due |
% | ( |
) | no | ||||||||||||
More than 90 days past due |
% | ( |
) | yes | ||||||||||||
|
|
|
|
|||||||||||||
Total as of December 31, 2021 |
( |
) |
||||||||||||||
|
|
|
|
Effect of a quantitative change of foreign currency exchange rates of the EURO against the exposed currencies |
December 31, |
|||||||
in €‘000 |
2020 |
2021 |
||||||
€ exchange rate + |
( |
) | ||||||
€ exchange rate + |
( |
) | ||||||
€ exchange rate - |
( |
) | ||||||
€ exchange rate - |
( |
) |
Commitments: |
||||||||
in €’000 |
2020 |
2021 |
||||||
less than one year |
||||||||
between more than one and less than two years |
||||||||
between more than two and less than three years |
||||||||
between more than three and less than four years |
||||||||
more than four years |
||||||||
|
|
|
|
|||||
Total |
||||||||
|
|
|
|
Transactions with related parties - Associates in €’000 |
NSoft |
Bayes |
Total |
|||||||||||||||||||||||||||||||||
Years Ended December 31, |
||||||||||||||||||||||||||||||||||||
2019 |
2020 |
2021 |
2019 |
2020 |
2021 |
2019 |
2020 |
2021 |
||||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||||||||||
Expenses |
( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) | ( |
) |
NSoft |
Bayes |
Total |
||||||||||||||||||||||
Years Ended December 31, |
||||||||||||||||||||||||
2020 |
2021 |
2020 |
2021 |
2020 |
2021 |
|||||||||||||||||||
Trade receivables |
||||||||||||||||||||||||
Trade payables |
( |
) | ( |
) | ( |
) | ( |
) |
Compensation of Board members and key management personnel |
Years Ended December 31, |
|||||||||||
in €‘000 |
2019 |
2020 |
2021 |
|||||||||
Short-term employee benefits |
||||||||||||
Post-employment pension and medical benefits |
||||||||||||
Share-based payments |
||||||||||||
|
|
|
|
|
|
|||||||
Total |
||||||||||||
|
|
|
|
|
|
Valuation inputs: |
2020 | |
Fair value at grant date |
€ | |
Share price at grant date |
€ | |
Exercise price |
€ | |
Expected volatility (weighted-average) |
||
Expected term |
/ | |
Expected dividends |
— | |
Risk-free interest rate (based on Swiss government securities) |
— | |
Required exit value |
€ |
Number of shares |
Weighted average grant date Fair Value per option/share |
|||||||
Outstanding options as of December 31, 2020 |
€ | |||||||
Granted |
€ | |||||||
Forfeited before IPO-date |
( |
) | € | |||||
|
|
|||||||
Conversion to restricted share units |
€ | |||||||
Forfeited after the IPO date |
( |
) | € | |||||
Vested |
( |
) | € | |||||
|
|
|
|
|||||
Unvested restricted shares as of December 31, 2021 |
€ | |||||||
|
|
|
|
Number of shares |
Weighted average grant date Fair Value per share |
|||||||
Unvested restricted shares as of December 31, 2020 |
$ | |||||||
Granted |
$ | |||||||
|
|
|
|
|||||
Unvested restricted shares as of December 31, 2021 |
$ | |||||||
|
|
|
|
Number of options |
Weighted average exercise price |
|||||||
Outstanding as of December 31, 2020 |
$ | |||||||
Issued |
$ | |||||||
|
|
|||||||
Outstanding as of December 31, 2021 |
$ | |||||||
|
|
|||||||
Exercisable as of December 31, 2021 |
||||||||
|
|
|||||||
Unvested as of December 31, 2021 |
||||||||
|
|
Valuation inputs: |
2021 |
|||
Valuation model |
||||
Share price at grant date |
$ |
|||
Exercise price |
$ |
|||
Expected volatility (weighted-average) |
% | |||
Expected term |
||||
Expected dividends |
— | |||
Risk-free interest rate (based on US government bond) |
% |
Valuation inputs: |
2021 |
|||
Valuation model |
||||
Share price at grant date |
$ |
|||
Exercise price |
$ |
|||
Expected volatility (weighted-average) |
% | |||
Expected term (as of September 14, 2021) |
||||
Risk-free interest rate (based on US government bond) |
% |
Valuation inputs: |
2021 |
|||
Valuation model |
||||
Share price at grant date |
$ |
|||
Exercise price |
$ |
|||
Expected volatility (weighted-average) |
% | |||
Expected term |
||||
Risk-free interest rate (based on US government bond) |
% |
Number of warrants |
Weighted average exercise price |
|||||||
Outstanding as of December 31, 2020 |
$ | |||||||
Issued |
$ | |||||||
|
|
|||||||
Outstanding as of December 31, 2021 |
$ | |||||||
|
|
|||||||
Exercisable as of December 31, 2021 |
||||||||
|
|
|||||||
Unvested as of December 31, 2021 |
||||||||
|
|
Number of warrants |
Weighted average exercise price |
|||||||
Outstanding as of December 31, 2020 |
$ | |||||||
Issued |
$ | |||||||
|
|
|
|
|||||
Outstanding as of December 31, 2021 |
$ | |||||||
|
|
|||||||
Exercisable as of December 31, 2021 |
||||||||
|
|
|||||||
Unvested as of December 31, 2021 |
||||||||
|
|
Share of capital in% |
December 31, 2020 |
December 31, 2021 |
||||||
Holding |
||||||||
Sportradar Group AG, Switzerland |
||||||||
Subsidiaries |
||||||||
Sportradar AG, Switzerland |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
u |
% | |||||||
Sportradar Capital Sarl SPA, Luxembourg |
% | % | ||||||
Sportradar Jersey Holding Ltd, UK |
% | % |
Share of capital in% |
December 31, 2020 |
December 31, 2021 |
||||||
Sportradar Management Ltd, UK |
% | % | ||||||
u |
% | |||||||
Slam InvestCo S.à r.l., Luxembourg |
% | |||||||
Sportradar Holding AG, Switzerland |
% | |||||||
Associated companies that are accounted for under the equity method |
||||||||
u |
% | % | ||||||
u |
% | % | ||||||
u |
% |