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United States securities and exchange commission logo
July 8, 2021
Alexander Gersh
Chief Financial Officer
Sportradar Holding AG
150 South 5th St., Suite 400
Minneapolis, MN 55402
Re: Sportradar Holding
AG
Amendment No. 2 to
Draft Registration Statement on Form F-1
Submitted June 17,
2021
CIK No. 0001836470
Dear Mr. Gersh:
We have reviewed your amended 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 amending your registration
statement and providing the
requested information. 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 any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
3, 2021 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1 Submitted
June 17, 2021
Presentation of Financial and Other Information
Consolidated Financial Statements, page iv
1. We note that for
convenience to the reader, you applied a translation rate of 1.00 to $1.22
as of and for the year
ended December 31, 2020 and 1.00 to $1.17 as of and for the three
months ended March 31,
2021. Please revise to apply the exchange rate as of the most
recent balance sheet
date included in the filing to both periods. Refer to Rule 3-20(b)(1)
of Regulation S-X.
Alexander Gersh
FirstName LastNameAlexander Gersh
Sportradar Holding AG
Comapany
July 8, 2021NameSportradar Holding AG
July 8,2 2021 Page 2
Page
FirstName LastName
Risk Factors
We have and continue to be required to record impairment charges to our
intangible assets...,
page 55
2. You refer to intangible assets and goodwill as of March 31, 2020 and
2021 and the
amount of such assets related to sports league license rights for each
period. However,
you appear to only provide the amounts as of March 31, 2021. Please
revise.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Our Customers and Business Model, page 80
3. You state in your response to prior comment 7 that you included your
churn rate for the
three-month period ended March 31, 2021; however, we are unable to
locate this
disclosure. Please revise.
Key Financial and Operational Performance Indicators, page 85
4. We note that you added a line item here for "Profit for the period as
a percentage of
revenue" in response to prior comment 3; however, you failed to
provide the actual
amounts for each period presented. Also, on page 116 your appear to
have provided net
cash from operating activities as a percentage of revenue rather than
presenting the IFRS
margin measures where you disclose adjusted EBITDA margin. Please
revise.
Components of our Results of Operations, page 86
5. We note that you removed the reference to variable consideration in
your discussion of
revenue share arrangements in Note 5 to the financial statements;
however you continue to
refer to variable consideration in your discussion of revenue share
arrangements here.
Please revise or explain.
Notes to Consolidated Financial Statements
Note 5. Revenue from contracts with customers, page F-25
6. Please address the following related to your Betting data/Betting
entertainment tool
arrangements:
Tell us what consideration you gave to whether your data service
arrangements
represent a license of intellectual property.
Tell us how you concluded that the arrangements represent a stand
ready obligation.
In this regard, tell us what consideration you gave to whether the
customer is instead
buying usage over time.
Tell us what consideration you gave to whether your arrangements
represent a series.
Tell us how you concluded that it was appropriate to use a
straight-line measure of
progress given that customers exceed the agreed upon amount of
usage.
Tell us how the price for single match booking fee compares to the
pricing for the
agreed amount of data usage.
Alexander Gersh
Sportradar Holding AG
July 8, 2021
Page 3
Quantify the revenue recognized from monthly contracts versus
those that are
quarterly or annual. Also, describe further the usage provisions of
your contracts and
specifically address what portion of your arrangements include
monthly versus
quarterly or annual usage provisions.
7. Please revise your disclosure to clarify, if true, that your virtual
gaming arrangements
represent a license of intellectual property.
8. We note your revised disclosures in response to prior comment 13 where
you clarify what
is meant by income as it relates to Sports Betting contracts. While your
response indicates
that you made similar revisions with regards to your Virtual Gaming
revenues, your
disclosures appear to be unchanged. Please revise or explain.
9. Please quantify the revenue related to your E-Sports arrangements. If
these arrangements
are material, please address the concerns we identified related to your
Betting data/Betting
entertainment tool arrangements.
10. Please tell us how you concluded it was appropriate to recognize revenue
from your
Betting AV arrangements on a straight-line basis given that customers
exceed the agreed
upon service level. Tell us the term of your contracts for these
arrangements.
Note 6. Segmental Information, page F-28
11. Please remove the reference to Total adjusted EBITDA in your financial
statement
footnote disclosures and instead reconcile total Segment Adjusted EBITDA
to net/(loss)
income before taxes. Refer to Item 10(e)(1)(ii)(C) of Regulation S-K.
Note 10- Related Party Transactions , page F-70
12. You disclose that the 208 participation certificates granted during the
quarter had a fair
value of 12,237 per certificate. Please tell us how you determined
such value and how
you calculated the 1,545 share-based compensation expense based on
such valuation.
You may contact David 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,
FirstName LastNameAlexander Gersh
Division of
Corporation Finance
Comapany NameSportradar Holding AG
Office of
Technology
July 8, 2021 Page 3
cc: John Slater
FirstName LastName