Genius Sports (GENI) - 2023 Q4 - Annual Report

PART I Key Information This section outlines significant risks and uncertainties facing Genius Sports, covering macroeconomic, legal, technological, financial, and stock-related factors Risk Factors The company faces diverse risks including macroeconomic pressures, reliance on sports partnerships, evolving legal and regulatory landscapes, technological vulnerabilities, financial losses, and international operational challenges - The company's business is sensitive to economic conditions and consumer spending, with a history of losses and no guarantee of future profitability[44] - Significant reliance on partnerships with sports organizations like the NFL and FIBA for data and streaming rights poses a material risk if relationships are lost or renewal costs rise[46][47][49] - The company is subject to complex and evolving global gambling and data privacy regulations, with non-compliance risking fines, operational restrictions, and reputational damage[81][84][97] - Dependence on IT systems, including third-party platforms like AWS, and cybersecurity threats pose significant operational risks, potentially leading to data compromise and legal liability[142][148][149] - As a foreign private issuer incorporated in Guernsey, shareholders may face difficulties protecting interests and enforcing US judgments, as home country governance practices may offer less protection than NYSE standards[183][187] - A previously identified and remediated material weakness in internal control over financial reporting for FY21, related to net loss per share accounting, could still impact future financial reporting if failures recur[214][215][216] Information on the Company Genius Sports is a B2B technology provider for sports, betting, and media, leveraging strategic acquisitions and official data rights to drive growth across its three core product lines History and Development of the Company Genius Sports Limited, incorporated in Guernsey in 2020 and publicly listed on NYSE, made strategic acquisitions exceeding $250 million in 2021 to enhance its technological capabilities - The company was incorporated in Guernsey on October 21, 2020, with its principal executive office in London, UK[233] - In 2021, following its public listing, Genius acquired Second Spectrum, FanHub, and Spirable for over $250 million to enhance its technology in optical tracking, fan engagement, and personalized content creation[237] Business Overview Genius Sports is a B2B data and technology partner for sports, betting, and media, leveraging official data rights and new technologies to capitalize on the expanding global sports betting market against competitors like Sportradar - Genius is a B2B provider with deep relationships across 400+ sports leagues, 800 sportsbook brands, and 170 marketing customers[242] - The company's business is divided into three main product areas: Sports Technology and Services, Betting Technology, Content and Services, and Media Technology, Content and Services[287][289] - Genius holds a broad portfolio of official data rights covering over 200,000 events, with approximately 123,000 exclusive, including key partners like the NFL, EPL, MLB, and FIBA[246][258] - The global sports betting market GGR is projected to grow from $80 billion in 2023 to $127 billion by 2028, with the US market expected to reach $25 billion in GGR by 2028[263][264] - The company's primary competitors are identified as Sportradar, IMGArena, and Stats Perform[333] Property, Plants and Equipment The company leases corporate headquarters in London and New York, along with major operational offices in Sofia, Medellín, and Tallinn, and owns a facility in Bologna, Italy - Corporate headquarters are leased in London (4,907 sq. ft.) and New York (11,816 sq. ft.)[352] - Major operational offices are leased in Sofia, Bulgaria (35,585 sq. ft.), Medellín, Colombia (19,751 sq. ft.), and Tallinn, Estonia (19,256 sq. ft.)[353] Operating and Financial Review and Prospects This section analyzes Genius Sports' financial performance, highlighting 21% revenue growth to $413.0 million in 2023, a reduced net loss, positive Adjusted EBITDA, and sufficient liquidity for the next twelve months Operating Results In FY2023, Genius Sports reported a 21% revenue increase to $413.0 million, driven by 31% growth in Betting Technology, significantly narrowing its net loss to $85.5 million from $181.6 million in 2022 Consolidated Results of Operations (2023 vs 2022, in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Variance ($) | Variance (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $412,977 | $341,029 | $71,948 | 21% | | Cost of revenue | $343,972 | $338,166 | $5,806 | 2% | | Gross profit | $69,005 | $2,863 | $66,142 | 2,310% | | Total operating expense | $143,163 | $185,735 | ($42,572) | (23%) | | Loss from operations | ($74,158) | ($182,872) | $108,714 | 59% | | Net loss | ($85,534) | ($181,636) | $96,102 | 53% | Revenue by Product Line (in thousands) | Product Line | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Betting Technology, Content and Services | $274,235 | $209,251 | $177,201 | | Media Technology, Content and Services | $91,605 | $82,698 | $48,312 | | Sports Technology and Services | $47,137 | $49,080 | $37,222 | | Total Revenue | $412,977 | $341,029 | $262,735 | Adjusted EBITDA Reconciliation (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Consolidated net loss | $ (85,534) | $ (181,636) | $ (592,753) | | Net, interest (income) expense | (1,953) | 1,487 | 3,331 | | Income tax expense (benefit) | 5,340 | 1,714 | (11,701) | | Amortization of acquired intangibles | 40,476 | 40,089 | 37,617 | | Other depreciation and amortization | 37,841 | 29,302 | 22,542 | | Stock-based compensation | 35,462 | 89,943 | 489,474 | | Transaction expenses | 2,494 | 1,668 | 12,886 | | Litigation and related costs | 2,289 | 24,624 | 4,395 | | Change in fair value of derivative warrant liabilities | 534 | (10,132) | 11,412 | | Loss (gain) on fair value remeasurement of contingent consideration | 2,919 | (218) | 19,405 | | Loss on abandonment of assets | 11,226 | — | — | | (Gain) loss on foreign currency | (3,875) | 8,979 | (3,032) | | Other | 6,126 | 9,968 | 7,974 | | Adjusted EBITDA | $ 53,345 | $ 15,788 | $ 1,550 | Liquidity and Capital Resources As of December 31, 2023, Genius Sports had $7.6 million in debt, with operating cash flow turning positive to $14.9 million, and management believes current cash is sufficient for the next twelve months Cash Flow Summary (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $ 14,876 | $ (3,455) | $ (63,308) | | Net cash used in investing activities | (47,570) | (54,821) | (132,319) | | Net cash (used in) provided by financing activities | (596) | (21) | 410,364 | - As of December 31, 2023, the company had $7.6 million in debt outstanding, down from $14.5 million at year-end 2022[448] - Management believes that cash on hand will be sufficient to meet working capital and capital expenditure requirements for the next twelve months[447] Critical Accounting Estimates The company's financial statements require significant judgment in critical accounting estimates, including revenue recognition, internally developed software capitalization, stock-based compensation valuation, and goodwill impairment testing - Revenue recognition requires judgment, particularly in allocating transaction prices, estimating variable consideration, and valuing non-cash consideration like data rights, estimated by reference to standalone selling prices[459][461] - The company capitalizes costs for internally developed software once projects reach the application development stage, amortizing them over a three-year useful life[463] - Stock-based compensation is measured at grant-date fair value using Black-Scholes or Monte Carlo simulation models for awards with market conditions, requiring assumptions about volatility, term, and interest rates[465] - Goodwill is tested for impairment annually or upon triggering events, using a single reporting unit for either a qualitative or quantitative assessment[471][472] Directors, Senior Management and Employees This section details the company's leadership, compensation, and board structure, noting $35.2 million in executive compensation for 2023 and a global workforce of approximately 2,300 staff Directors and Executive Officers The company is led by experienced executives, including CEO Mark Locke and Chair David Levy, with a Board of Directors comprising individuals with extensive finance, media, gaming, and technology expertise Key Management & Directors | Name | Age | Position | | :--- | :--- | :--- | | Mark Locke | 44 | Director and Chief Executive Officer | | David Levy | 61 | Director and Chair of the Board | | Kimberly Bradley | 55 | Director and Chair of the Audit Committee | | Daniel Burns | 53 | Director | | Gabriele Cipparrone | 48 | Director and Chair of the Nominating and Corporate Governance Committee | | Kenneth J. Kay | 68 | Director and Chair of the Compensation Committee | | Nicholas Taylor | 49 | Chief Financial Officer | Compensation In FY2023, executive officers received approximately $35.2 million in total compensation, largely from share-based awards, while non-executive directors received $802,300, under various equity incentive plans overseen by the Compensation Committee Executive Officer Compensation (FY 2023, in US dollars) | (US dollars) | All Executive Officers (USD) | | :--- | :--- | | Base compensation | $ 3,024,877 | | Bonuses | $ 1,425,733 | | Additional benefit payments | $ 29,742 | | Share-Based Awards | $30,729,190 | | Total compensation | $35,209,542 | - Compensation for non-executive directors in FY 2023 totaled $802,300, comprising $228,096 in cash and $574,204 in share-based compensation[497] - The company has multiple equity incentive plans, including the 2021 Restricted Share Plan, 2021 Option Plan, and the 2022 Omnibus Incentive Plan, issuing Restricted Stock Units (RSUs) and Performance Stock Units (PSUs)[508][513][517] Board Practices The Board of Directors is divided into three staggered classes, with independent Audit and Compensation Committees, and a Nominating and Corporate Governance Committee responsible for director nominations - The Board is divided into three staggered classes of directors, with one class elected each year for a three-year term[518] - The Audit Committee is chaired by Kimberly Bradley, designated as the "audit committee financial expert"[522][665] - The Compensation Committee is chaired by Kenneth J. Kay and is comprised of independent directors[530] Employees Genius Sports employs approximately 2,300 staff globally, including 1,800 employees and 500 contingent workers, plus a network of 3,000 data statisticians, maintaining good employee relations without union representation - The company has approximately 2,300 staff, including almost 1,800 employees and 500 contingent workers, plus a network of nearly 7,500 data statisticians (3,000 + 4,500 FIBA)[537] - None of the company's employees are represented by a labor union, and employee relations are considered good[540] Major Shareholders and Related Party Transactions This section details the company's ownership structure, with major shareholders including Maven TopHoldings (15.0%) and NFL Enterprises (8.6%), and outlines key related party transactions like the Investor Rights Agreement Major Shareholders (as of March 11, 2024) | Beneficial Owner | Approximate Percentage of Outstanding Shares | | :--- | :--- | | Directors and executive officers (11 persons) | 11.6% | | Mark Locke (CEO) | 8.9% | | Other 5% shareholders | | | Maven TopHoldings SARL (Apax) | 15.0% | | Funds and Accounts Managed by Caledonia | 9.8% | | NFL Enterprises, LLC | 8.6% | | Granahan Investment Management, LLC | 6.3% | - As of December 31, 2023, approximately 60% of outstanding ordinary shares are estimated to be held by 155 US record holders[547] - Key related party agreements include the Investor Rights Agreement, providing registration and board designation rights to certain shareholders, and amended to adjust pledge permissions for CEO Mark Locke[551][552] - The company made payments of $0.2 million in 2023 to Carbon Group Limited for consultancy services provided by director Daniel Burns[550] Financial Information This section confirms the inclusion of consolidated financial statements in Item 18, notes the absence of material legal proceedings, and states the Board has not adopted a dividend policy - The company is not currently involved in material legal proceedings but may be subject to litigation and regulatory matters in the ordinary course of business[560][561] - The Board of Directors has not adopted a dividend policy; any future dividends are at the Board's discretion[564] Additional Information This section covers supplementary corporate information, including material contracts, the absence of Guernsey exchange controls, and detailed tax considerations for US, UK, and Guernsey holders of Genius securities - The company does not believe it will be treated as a Passive Foreign Investment Company (PFIC) for US federal income tax purposes for the current taxable year, though this is an annual factual determination[600] - The company intends to be treated as resident in the UK for tax purposes, meaning dividends paid by Genius should not be subject to UK withholding tax[620][621] - No UK stamp duty or SDRT should be payable on the transfer of Genius securities, provided they are not registered in a UK-based register[638] - There is no exchange control legislation in Guernsey, the company's jurisdiction of incorporation[577] Quantitative and Qualitative Disclosures About Market Risk The company's primary material market risk exposure is to foreign currency exchange rates, given its functional currency is GBP and reporting currency is USD - The company's primary market risk is foreign currency exchange exposure[477] PART II Controls and Procedures As of December 31, 2023, management concluded that both disclosure controls and internal control over financial reporting were effective, with no auditor attestation due to the company's 'emerging growth company' status - Management concluded that as of December 31, 2023, the company's disclosure controls and procedures were effective[659] - Management concluded that internal control over financial reporting was effective as of December 31, 2023, based on the COSO framework[660] - As an "emerging growth company," the annual report is exempt from and does not include an auditor's attestation report on internal control over financial reporting[661] Corporate Governance and Other Matters This section covers corporate governance, including the audit committee financial expert, principal accountant fees of $785,200 in FY2023, home country governance practices as a foreign private issuer, and the company's cybersecurity risk management program - The Board has designated Ms. Kimberly Bradley as the "audit committee financial expert"[664][665] Principal Accountant Fees (WithumSmith+Brown, PC) | Fee Type | 2023 | 2022 | | :--- | :--- | :--- | | Audit Fees | $ 702,000 | $ 589,280 | | Audit-Related Fees | 83,200 | 122,265 | | Tax Fees | — | — | | All Other Fees | — | — | | Total Fees | $ 785,200 | $ 711,545 | - As a foreign private issuer, the company follows certain home country governance practices instead of NYSE rules, for example, regarding board committee composition and shareholder approval of equity plans[677][678][680] - The company has a cybersecurity risk management program aligned with ISO 27001, with oversight from the Audit Committee and management by a dedicated Information Security function[687][697] PART III Financial Statements This section presents the audited consolidated financial statements of Genius Sports Limited for FY2021-2023, prepared under US GAAP, for which WithumSmith+Brown, PC, issued an unqualified opinion Consolidated Balance Sheet (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total current assets | $ 244,781 | $ 236,517 | | Total assets | $ 775,724 | $ 773,337 | | Total current liabilities | $ 182,914 | $ 171,140 | | Total liabilities | $ 202,705 | $ 196,521 | | Total shareholders' equity | $ 573,019 | $ 576,816 | | Total liabilities and shareholders' equity | $ 775,724 | $ 773,337 | Consolidated Statement of Operations (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Revenue | $ 412,977 | $ 341,029 | $ 262,735 | | Gross profit (loss) | 69,005 | 2,863 | (213,433) | | Loss from operations | (74,158) | (182,872) | (573,292) | | Net loss | $ (85,534) | $ (181,636) | $ (592,753) | | Loss per share (basic and diluted) | $ (0.38) | $ (0.85) | $ (3.79) | Consolidated Statement of Cash Flows (in thousands) | | Year Ended Dec 31, 2023 | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | :--- | | Net cash provided by (used in) operating activities | $ 14,876 | $ (3,455) | $ (63,308) | | Net cash used in investing activities | (47,570) | (54,821) | (132,319) | | Net cash (used in) provided by financing activities | (596) | (21) | 410,364 | | Net (decrease) increase in cash | (33,227) | (63,358) | 210,597 | - The independent auditor, WithumSmith+Brown, PC, provided an unqualified opinion on the consolidated financial statements[708]