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United States securities and exchange commission logo
June 3, 2021
Alexander Gersh
Chief Financial Officer
Sportradar Holding AG
150 South 5th St., Suite 400
Minneapolis, MN 55402
Re: Sportradar Holding
AG
Amendment No. 1 to
Draft Registration Statement on Form F-1
Submitted May 7,
2021
CIK No. 0001836470
Dear Mr. Gersh:
We have reviewed your amended draft registration statement and
have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
March 18, 2021 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Overview, page 1
1. We note your added
disclosure in response to prior comment 2; however it is not clear
whether these
individuals are being highlighted due to their celebrity or their financial
commitment to the
company. Additional disclosure should be added to make clear why
these individuals are
being mentioned.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
June 3, 2021NameSportradar Holding AG
June 3,
Page 2 2021 Page 2
FirstName LastName
Summary Consolidated Financial and Other Data, page 17
2. We note from your response to prior comment 19 that upon consummation
of this offering
you will recognize compensation expense related to your Management
Participation
Program ("MPP") and Phantom Option Plan ("POP") share awards. Please
tell us your
consideration to include an adjustment to the numerator of your pro
forma per share
calculations for this additional compensation expense. Refer to
Article 11-01(a)(8) of
Regulation S-X.
Summary Consolidated Financial and Other Data, page 17
3. You state in your response to prior comment 3 that adjusted EBITDA
margin and cash
flow conversion are considered operational metrics used by management
to evaluate your
business. Considering these measures are calculated using non-IFRS
measures, you must
provide the most directly comparable measure calculated on an IFRS
basis. Therefore, as
previously requested, please revise to disclose the comparable IFRS
measures
which would appear to be net/(loss) income as a percentage of revenue
and operating cash
flow as a percentage of net income/(loss) with equal or greater
prominence wherever you
discuss these measures.
4. We note your response to prior comment 4. Please revise your
discussion of adjusted
EBITDA to clarify why you are excluding the amortization of sports
rights from the total
amortization and depreciation adjustment and ensure you address the
relevance of these
costs to your operations, how the accounting treatment for your
licenses may differ and
how that impacts this measure.
5. We note that you reconcile Adjusted EBITDA to net (loss) / income
before tax. Please
revise to reconcile this measure to profit for the year. Refer to
Question No. 103.02 of the
non-GAAP C&DIs.
6. Please revise your disclosures to quantify the amount of intangible
assets related to the
Optima acquisition that are excluded from your free cash flow
adjustment. Also, include
an explanation of the reasons for such exclusion as provided in your
response to prior
comment 5.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Customers and Business Model, page 77
7. Please revise to disclose the comparable churn rate for fiscal 2019.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
June 3, 2021NameSportradar Holding AG
June 3,
Page 3 2021 Page 3
FirstName LastName
Components of Our Results of Operations
Impairment of intangible assets, page 85
8. Please revise here to also include a discussion of the impairment
charges recorded during
fiscal 2019 and clarify what is meant by "slower opening of the
relevant market" as
indicated in your response to prior comment 17. Specifically address
how the repeal of
the Professional and Amateur Sports Protection Act did not have the
impact on your
United States business as initially anticipated. Also, clarify whether
the timing of
legalization of sports betting in the individual states impacted your
impairment analysis
for both fiscal 2019 and 2020. Similar revisions should be made to
your risk factor
discussion on page 52.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Segments, page 85
9. We note your response to prior comment 9. We further note the
disclosure in Note 6 to
the financial statements that "These divisions offer different
services and are managed
separately by region." Please revise to clarify the regions used for
assessing performance
for each division.
Comparison of Results For the Fiscal Years Ended December 31, 2019 and 2020
Revenue, page 87
10. You state that 12.5M of the revenue increase was attributable to a
strong performance in
MTS and a full year of revenue related to the Optima acquisition.
Please revise to
disclose the relative contribution for each of these factors. Refer to
Section III.B of SEC
Release No. 33-6835.
Liquidity and Capital Resources
Capital Expenditures, page 89
11. You disclose that you have begun implementing a new ERP system. Please
revise to
disclose any material commitments associated with this system
implementation. Refer to
Item 5.B.3 of Form 20-F.
Consolidated Financial Statements
Consolidated Statement of Profit or Loss and Other Comprehensive Income, page
F-3
12. While we note from your response to prior comment 11 that you have
aggregated
expenses within profit or loss based on nature, your reference to
"cost of purchased
services" could be interpreted as a mixed presentation of expenses by
both function and
nature. Please consider renaming this line item and providing
quantified information
regarding its components in the financial statement footnotes or
further disaggregating the
information included in this subtotal. Refer to paragraphs 15 and 85
of IAS 1.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
June 3, 2021NameSportradar Holding AG
June 3,
Page 4 2021 Page 4
FirstName LastName
Notes to the Consolidated Financial Statements
Note 5. Revenue from contracts with customers, page F-25
13. We note your response to prior comment 13. Your disclosures related to
your Sports
Betting and Virtual Gaming revenue share arrangements continue to
indicate that your fee
is recognized at the point in time your customer has generated income
from an individual
bet. Please revise to clarify what is meant by "income," as indicated
in your response.
14. In order for us to better understand your response to prior comments
14 - 16, for each of
the arrangements discussed in your revenue recognition footnote,
please tell us and revise
to clarify which arrangements are accounted for as a license of
intellectual property and
apply the sales-based or usage-based royalty guidance. Refer to
paragraphs B52 - B63B
of IFRS 15. We may have further comments based on your response.
Note 29. Share-based payments, page F-57
15. You state in your response to prior comment 19 that the Radcliff
transaction was used to
determine the fair value for the underlying shares related to both the
POP and the MPP
shares. Please explain further why the fair value used to determine
compensation for the
MPP shares was 148.6 while the value used for the POP valuation was
5,192.46. Also,
clarify what is meant by your statement that the MPP shares and the
company's shares do
not have a 1:1 ratio and how that factored into the significant
difference in the fair values
assigned to the underlying shares for these awards.
Note 30. Subsequent Events, page F-58
16. We note that in March 2021, you entered into a definitive agreement to
acquire Atrium
Sports. Please tell us the fair value of the 1,814 Sportradar shares
issued and the total
consideration for this acquisition. Also, revise to include the
financial statements and pro
forma financial information required pursuant to Rule 3-05 and Article
11 of Regulation
S-X or provide us with a detailed analysis of why this transaction
does not meet the
significance test of Rule 1-02(w) of Regulation S-X. Refer also to
Item 4.B of Form F-1.
General
17. We note your response to prior comment 20. We further note your
reference to data from
a research report from Boston Consulting Group. Please tell us whether
the Company
commissioned this report. To the extent it was commissioned by the
Company, please file
such party s consent as an exhibit to the registration statement.
Refer to Securities Act
Rule 436.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
June 3, 2021NameSportradar Holding AG
June 3,
Page 5 2021 Page 5
FirstName LastName
You may contact Dave Edgar, Senior Staff Accountant, at (202) 551-3459
or Kathleen
Collins, Accounting Branch Chief, at (202) 551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Matthew Derby,
Staff
Attorney, at (202) 551-3334 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.
Sincerely,
Division of
Corporation Finance
Office of Technology
cc: John Slater