Genius Sports Ltd 6-K, filed Aug 6, 2025
Genius Sports Ltd (GENI)
About this 6-K
Genius Sports Ltd filed this 6-K on August 6, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
August 6, 2025
Commission File Number: 001-40352
Genius Sports Limited
(Translation of registrant’s name into English)
Genius Sports Group
1st Floor, 27 Soho Square,
London, England, W1D 3QR
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F |
☒ |
|
Form 40-F |
☐ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On August 6, 2025, Genius Sports Limited (the “Company”) issued an interim report as of and for the three and six months ended June 30, 2025. A copy of the interim report is attached hereto as Exhibit 99.1. The information contained in Exhibit 99.1 is incorporated by reference into the Company’s registration statements on Form F-3 (No. 333-265466), Form F-3ASR (No. 333-279227), Form S-8 (No. 333-264254), Form S-8 (No. 333-266904), Form S-8 (No. 333-269093), Form S-8 (No. 333-278001) and Form S-8 (No. 333-285829).
In addition, on August 6, 2025, the Company issued a press release announcing the second quarter 2025 financial results for the Company. A copy of the press release is attached hereto as Exhibit 99.2.
2
EXHIBITS
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
Genius Sports Limited interim report for the three and six months ended June 30, 2025. |
|
|
|
99.2 |
|
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
GENIUS SPORTS LIMITED |
||
|
|
|
|
|
Date: August 6, 2025 |
|
By: |
|
/s/ Mark Locke |
|
|
Name: |
|
Mark Locke |
|
|
Title: |
|
Chief Executive Officer |
4
Exhibit 99.1
PRELIMINARY NOTE
The unaudited Condensed Consolidated Financial Statements as of and for the three and six months ended June 30, 2025 included herein, have been prepared in accordance with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, with the exception of certain note disclosures, which have been omitted. The condensed consolidated financial statements are presented in United States Dollars (“USD”). All references in this interim report to “$,” and “US dollars” mean US dollars and all references to “£” and “GBP” mean British Pounds Sterling, unless otherwise noted.
This interim report, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains or may contain forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify the forward-looking statements. The risk factors and cautionary language referred to or incorporated by reference in this Report provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described in our forward-looking statements, including among other things, the items identified in the section entitled “Risk Factors” of the Company’s Annual Report on Form 20-F for the year ended December 31, 2024 (“2024 20-F”), as filed with the SEC on March 14, 2025.
1
Genius Sports Limited
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
|
|
(Unaudited) |
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
221,561 |
|
|
$ |
110,213 |
|
Restricted cash, current |
|
|
— |
|
|
|
25,026 |
|
Accounts receivable, net |
|
|
83,750 |
|
|
|
85,491 |
|
Contract assets |
|
|
41,470 |
|
|
|
30,632 |
|
Prepaid expenses |
|
|
37,322 |
|
|
|
27,333 |
|
Other current assets |
|
|
11,627 |
|
|
|
9,902 |
|
Total current assets |
|
|
395,730 |
|
|
|
288,597 |
|
Property and equipment, net |
|
|
24,291 |
|
|
|
19,016 |
|
Intangible assets, net |
|
|
116,331 |
|
|
|
115,539 |
|
Operating lease right-of-use assets |
|
|
30,408 |
|
|
|
7,488 |
|
Goodwill |
|
|
326,011 |
|
|
|
326,011 |
|
Deferred tax asset |
|
|
1,453 |
|
|
|
1,192 |
|
Investments |
|
|
29,974 |
|
|
|
31,717 |
|
Other assets |
|
|
3,580 |
|
|
|
2,706 |
|
Total assets |
|
$ |
927,778 |
|
|
$ |
792,266 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
30,120 |
|
|
$ |
36,661 |
|
Accrued expenses |
|
|
64,154 |
|
|
|
79,172 |
|
Deferred revenue |
|
|
60,641 |
|
|
|
73,388 |
|
Current debt |
|
|
10 |
|
|
|
19 |
|
Operating lease liabilities, current |
|
|
3,757 |
|
|
|
3,003 |
|
Other current liabilities |
|
|
8,946 |
|
|
|
9,327 |
|
Total current liabilities |
|
|
167,628 |
|
|
|
201,570 |
|
Deferred tax liability |
|
|
13,196 |
|
|
|
13,802 |
|
Operating lease liabilities, non-current |
|
|
26,807 |
|
|
|
4,489 |
|
Total liabilities |
|
|
207,631 |
|
|
|
219,861 |
|
Commitments and contingencies (Note 16) |
|
|
|
|
|
|
||
Shareholders’ equity |
|
|
|
|
|
|
||
Common stock, $0.01 par value, unlimited shares authorized, 242,547,168 shares issued and 238,441,220 shares outstanding at June 30, 2025; unlimited shares authorized, 215,261,974 shares issued and 211,156,026 shares outstanding at December 31, 2024 |
|
|
2,425 |
|
|
|
2,153 |
|
B Shares, $0.0001 par value, 22,500,000 shares authorized, 14,500,000 shares issued and outstanding at June 30, 2025; 22,500,000 shares authorized, 18,500,000 shares issued and outstanding at December 31, 2024 |
|
|
1 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
1,941,470 |
|
|
|
1,700,065 |
|
Treasury stock, at cost, 4,105,948 shares at June 30, 2025 and December 31, 2024 |
|
|
(17,653 |
) |
|
|
(17,653 |
) |
Accumulated deficit |
|
|
(1,149,673 |
) |
|
|
(1,087,527 |
) |
Accumulated other comprehensive loss |
|
|
(56,423 |
) |
|
|
(24,635 |
) |
Total shareholders’ equity |
|
|
720,147 |
|
|
|
572,405 |
|
Total liabilities and shareholders’ equity |
|
$ |
927,778 |
|
|
$ |
792,266 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Genius Sports Limited
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except share and per share data)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
Cost of revenue |
|
|
109,832 |
|
|
|
67,079 |
|
|
|
218,621 |
|
|
|
173,990 |
|
Gross profit |
|
|
8,887 |
|
|
|
28,368 |
|
|
|
44,089 |
|
|
|
41,175 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
14,299 |
|
|
|
9,661 |
|
|
|
25,712 |
|
|
|
18,076 |
|
Research and development |
|
|
8,726 |
|
|
|
7,214 |
|
|
|
17,672 |
|
|
|
13,835 |
|
General and administrative |
|
|
64,500 |
|
|
|
30,867 |
|
|
|
99,035 |
|
|
|
52,452 |
|
Transaction expenses |
|
|
2,053 |
|
|
|
1,628 |
|
|
|
2,785 |
|
|
|
2,092 |
|
Total operating expenses |
|
|
89,578 |
|
|
|
49,370 |
|
|
|
145,204 |
|
|
|
86,455 |
|
Loss from operations |
|
|
(80,691 |
) |
|
|
(21,002 |
) |
|
|
(101,115 |
) |
|
|
(45,280 |
) |
Interest income, net |
|
|
556 |
|
|
|
348 |
|
|
|
993 |
|
|
|
1,014 |
|
Loss on disposal of assets |
|
|
(1 |
) |
|
|
(12 |
) |
|
|
(13 |
) |
|
|
(19 |
) |
Gain (loss) on foreign currency |
|
|
26,992 |
|
|
|
(2,822 |
) |
|
|
39,241 |
|
|
|
(3,909 |
) |
Total other income (expense) |
|
|
27,547 |
|
|
|
(2,486 |
) |
|
|
40,221 |
|
|
|
(2,914 |
) |
Loss before income taxes |
|
|
(53,144 |
) |
|
|
(23,488 |
) |
|
|
(60,894 |
) |
|
|
(48,194 |
) |
Income tax (expense) benefit |
|
|
(1,748 |
) |
|
|
1,314 |
|
|
|
(2,290 |
) |
|
|
214 |
|
Gain from equity method investment |
|
|
944 |
|
|
|
382 |
|
|
|
1,038 |
|
|
|
647 |
|
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.21 |
) |
Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
253,220,241 |
|
|
|
229,464,001 |
|
|
|
250,839,507 |
|
|
|
229,395,387 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Genius Sports Limited
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
(Amounts in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Other comprehensive (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustments |
|
|
(21,589 |
) |
|
|
6,544 |
|
|
|
(31,788 |
) |
|
|
2,888 |
|
Comprehensive loss |
|
$ |
(75,537 |
) |
|
$ |
(15,248 |
) |
|
$ |
(93,934 |
) |
|
$ |
(44,445 |
) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Genius Sports Limited
Condensed Consolidated Statements of Changes in Shareholders’ Equity
(Unaudited)
(Amounts in thousands, except share data)
|
|
Common Stock |
|
|
Amounts |
|
|
B Shares |
|
|
Amounts |
|
|
Additional Paid-in Capital |
|
|
Treasury Stock |
|
|
Amounts |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Shareholders’ Equity |
|
||||||||||
Balance at January 1, 2025 |
|
|
215,261,974 |
|
|
$ |
2,153 |
|
|
|
18,500,000 |
|
|
$ |
2 |
|
|
$ |
1,700,065 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,087,527 |
) |
|
$ |
(24,635 |
) |
|
$ |
572,405 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(8,198 |
) |
|
|
— |
|
|
|
(8,198 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,835 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
12,835 |
|
Vesting of shares |
|
|
4,077,169 |
|
|
|
41 |
|
|
|
— |
|
|
|
— |
|
|
|
(41 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Issuance of common stock in connection with additional equity offering, net of equity issuance costs of $6,000 |
|
|
17,647,059 |
|
|
|
176 |
|
|
|
— |
|
|
|
— |
|
|
|
143,824 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
144,000 |
|
Issuance of common stock in connection with NFL Warrant redemptions |
|
|
3,995,825 |
|
|
|
40 |
|
|
|
(4,000,000 |
) |
|
|
(1 |
) |
|
|
(39 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(10,199 |
) |
|
|
(10,199 |
) |
Balance at March 31, 2025 |
|
|
240,982,027 |
|
|
$ |
2,410 |
|
|
|
14,500,000 |
|
|
$ |
1 |
|
|
$ |
1,856,644 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,095,725 |
) |
|
$ |
(34,834 |
) |
|
$ |
710,843 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(53,948 |
) |
|
|
— |
|
|
|
(53,948 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,841 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
84,841 |
|
Vesting of shares |
|
|
1,565,141 |
|
|
|
15 |
|
|
|
— |
|
|
|
— |
|
|
|
(15 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,589 |
) |
|
|
(21,589 |
) |
Balance at June 30, 2025 |
|
|
242,547,168 |
|
|
$ |
2,425 |
|
|
|
14,500,000 |
|
|
$ |
1 |
|
|
$ |
1,941,470 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,149,673 |
) |
|
$ |
(56,423 |
) |
|
$ |
720,147 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
Common Stock |
|
|
Amounts |
|
|
B Shares |
|
|
Amounts |
|
|
Additional Paid-in Capital |
|
|
Treasury Stock |
|
|
Amounts |
|
|
Accumulated Deficit |
|
|
Accumulated Other Comprehensive Loss |
|
|
Total Shareholders’ Equity |
|
||||||||||
Balance at January 1, 2024 |
|
|
213,224,868 |
|
|
$ |
2,132 |
|
|
|
18,500,000 |
|
|
$ |
2 |
|
|
$ |
1,646,082 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,024,487 |
) |
|
$ |
(33,057 |
) |
|
$ |
573,019 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(25,541 |
) |
|
|
— |
|
|
|
(25,541 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,712 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,712 |
|
Vesting of shares |
|
|
1,797,493 |
|
|
|
18 |
|
|
|
— |
|
|
|
— |
|
|
|
(18 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(3,656 |
) |
|
|
(3,656 |
) |
Balance at March 31, 2024 |
|
|
215,022,361 |
|
|
$ |
2,150 |
|
|
|
18,500,000 |
|
|
$ |
2 |
|
|
$ |
1,652,776 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,050,028 |
) |
|
$ |
(36,713 |
) |
|
$ |
550,534 |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(21,792 |
) |
|
|
— |
|
|
|
(21,792 |
) |
Stock-based compensation |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,100 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
17,100 |
|
Vesting of shares |
|
|
78,451 |
|
|
|
1 |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Foreign currency translation adjustment |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
6,544 |
|
|
|
6,544 |
|
Balance at June 30, 2024 |
|
|
215,100,812 |
|
|
$ |
2,151 |
|
|
|
18,500,000 |
|
|
$ |
2 |
|
|
$ |
1,669,875 |
|
|
|
(4,105,948 |
) |
|
$ |
(17,653 |
) |
|
$ |
(1,071,820 |
) |
|
$ |
(30,169 |
) |
|
$ |
552,386 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Genius Sports Limited
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash Flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
31,674 |
|
|
|
41,877 |
|
Loss on disposal of assets |
|
|
13 |
|
|
|
19 |
|
Stock-based compensation |
|
|
97,676 |
|
|
|
23,938 |
|
Non-cash consideration, net |
|
|
— |
|
|
|
(280 |
) |
Non-cash lease expense |
|
|
2,066 |
|
|
|
1,889 |
|
Amortization of contract costs |
|
|
752 |
|
|
|
599 |
|
Deferred income taxes |
|
|
(867 |
) |
|
|
— |
|
Allowance for expected credit losses |
|
|
173 |
|
|
|
(411 |
) |
Gain from equity method investment |
|
|
(1,038 |
) |
|
|
(647 |
) |
(Gain) loss on foreign currency remeasurement |
|
|
(38,976 |
) |
|
|
3,889 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
1,569 |
|
|
|
2,439 |
|
Contract assets |
|
|
(10,838 |
) |
|
|
12,395 |
|
Prepaid expenses |
|
|
(10,111 |
) |
|
|
2,438 |
|
Other current assets |
|
|
(2,003 |
) |
|
|
(6,318 |
) |
Other assets |
|
|
(1,230 |
) |
|
|
(755 |
) |
Accounts payable |
|
|
(6,541 |
) |
|
|
(17,917 |
) |
Accrued expenses |
|
|
(15,018 |
) |
|
|
(4,868 |
) |
Deferred revenue |
|
|
(12,747 |
) |
|
|
(6,584 |
) |
Other current liabilities |
|
|
(381 |
) |
|
|
(3,643 |
) |
Operating lease liabilities |
|
|
(1,790 |
) |
|
|
(1,911 |
) |
Net cash used in operating activities |
|
|
(29,763 |
) |
|
|
(1,184 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(8,397 |
) |
|
|
(4,594 |
) |
Capitalization of internally developed software costs |
|
|
(28,814 |
) |
|
|
(23,856 |
) |
Distributions from equity method investments |
|
|
2,787 |
|
|
|
1,561 |
|
Purchases of intangible assets |
|
|
(449 |
) |
|
|
— |
|
Proceeds from disposal of assets |
|
|
9 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(34,864 |
) |
|
|
(26,889 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common shares, net of equity issuance costs |
|
|
144,000 |
|
|
|
— |
|
Repayment of loans and mortgage |
|
|
(11 |
) |
|
|
(9 |
) |
Repayment of promissory notes |
|
|
— |
|
|
|
(7,575 |
) |
Net cash provided by (used in) financing activities |
|
|
143,989 |
|
|
|
(7,584 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
6,960 |
|
|
|
2,881 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
86,322 |
|
|
|
(32,776 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
135,239 |
|
|
|
125,793 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
221,561 |
|
|
$ |
93,017 |
|
Supplemental disclosure of cash activities: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
1,630 |
|
|
$ |
178 |
|
Cash paid during the period for income taxes |
|
$ |
1,684 |
|
|
$ |
715 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Genius Sports Limited (the “Company” or “Genius”) is a non-cellular company limited by shares incorporated on October 21, 2020 under the laws of Guernsey. The Company was formed for the purpose of effectuating a merger pursuant to a definitive business combination agreement (“Business Combination Agreement”), dated October 27, 2020, by and among dMY Technology Group, Inc. II (“dMY”), Maven Topco Limited (“Maven Topco”), Maven Midco Limited, Galileo NewCo Limited, Genius Merger Sub, Inc., and dMY Sponsor II, LLC (the “Merger”). Upon the closing of the Merger on April 20, 2021 (the “Closing”), the Company changed its name from Galileo NewCo Limited to Genius Sports Limited. The Company’s ordinary shares are currently listed on the New York Stock Exchange (“NYSE”) under the symbol “GENI”.
The Company is a provider of scalable, technology-led products and services to the sports, sports betting, and sports media industries. The Company is a data and technology company that enables consumer-facing businesses such as sports leagues, sportsbook operators and media companies to engage with their customers. The scope of the Company’s software bridges the entire sports data journey, from intuitive applications that enable accurate real-time data capture, to the creation and provision of in-game betting odds and digital content that helps the Company’s customers create engaging experiences for the ultimate end-users, who are primarily sports fans.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements are presented in conformity with US generally accepted accounting principles (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting, with the exception of certain note disclosures, which have been omitted and therefore these financial statements do not include all information that would be provided if prepared in accordance with US GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes thereto included in our 2024 20-F as filed with the SEC on March 14, 2025. The condensed consolidated balance sheet as of December 31, 2024, included herein, was derived from the audited financial statements of the Company as of that date.
The unaudited condensed consolidated interim financial statements, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Company’s financial position as of June 30, 2025, its results of operations, comprehensive loss and shareholders’ equity for the three and six months ended June 30, 2025 and 2024, and its cash flows for the six months ended June 30, 2025 and 2024. The results of the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ended December 31, 2025 or for any interim period or for any other future year.
The condensed consolidated financial statements include the accounts and operations of the Company, inclusive of its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Recent Accounting Pronouncements
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. ASU 2023-09 is effective for the Company for the annual reporting period beginning January 1, 2025, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements and does not expect it to have a material impact on the consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03, which is intended to enhance the transparency and decision-usefulness of expense disclosures, and requires disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items in the consolidated statements of operations. ASU 2024-03 is effective for the Company for the annual reporting period beginning January 1, 2027 and interim periods after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the effects of this pronouncement on the Company’s consolidated financial statements.
There are no other accounting pronouncements that are not yet effective and that are expected to have a material impact to the condensed consolidated financial statements.
Recently Adopted Accounting Guidance
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosures, primarily through enhanced disclosures about significant segment
7
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
expenses. ASU 2023-07 was effective for the Company for the annual reporting period beginning January 1, 2024 and interim periods after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. The adoption of the standard resulted in additional disclosures including significant segment expenses provided to the CODM (see Note 3 – Segment Information).
Note 2. Revenue
Disaggregation of Revenues
Revenue by Major Product Line
The Company’s product offerings primarily deliver a service to a customer satisfied over time, and not at a point in time. Revenue for the Company’s major product lines consists of the following (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue by Product Line |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Betting Technology, Content and Services |
|
$ |
87,515 |
|
|
$ |
67,124 |
|
|
$ |
194,058 |
|
|
$ |
141,021 |
|
Media Technology, Content and Services |
|
|
18,602 |
|
|
|
17,953 |
|
|
|
44,495 |
|
|
|
53,428 |
|
Sports Technology and Services |
|
|
12,602 |
|
|
|
10,370 |
|
|
|
24,157 |
|
|
|
20,716 |
|
Total |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
Revenues by Major Customers
One customer accounted for 11% of revenue in the three months ended June 30, 2025. One customer accounted for 13% and 12% of revenue in the six months ended June 30, 2025 and 2024, respectively.
Revenue from Other Sources
For the three and six months ended June 30, 2025 and 2024, revenue for the Sports Technology and Services product line includes an immaterial amount of revenue from other sources in relation to equipment rental income.
Remaining Performance Obligations
Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods and excludes constrained variable consideration. The Company has excluded contracts with an original expected term of one year or less and variable consideration allocated entirely to wholly unsatisfied promises that form part of a single performance obligation from the disclosure of remaining performance obligations.
Revenue allocated to remaining performance obligations was $667.7 million as of June 30, 2025. The Company expects to recognize approximately 52% in revenue within one year, and the remainder within the next 13 – 90 months.
During the three months ended June 30, 2025 and 2024, the Company recognized revenue of $12.4 million and $15.9 million, respectively, for variable consideration related to revenue share contracts for Betting Technology, Content and Services. During the six months ended June 30, 2025 and 2024, the Company recognized revenue of $46.3 million and $36.4 million, respectively, for variable consideration related to revenue share contracts for Betting Technology, Content and Services.
Contract Balances
The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in receivables (see Note 5 – Accounts Receivable, Net), contract assets, or contract liabilities (deferred revenue) on the Company’s condensed consolidated balance sheets. The Company records a contract asset when revenue is recognized prior to the right to invoice or deferred revenue when invoicing occurs prior to performance obligations being met. Contract assets are transferred to receivables when the rights to invoice and receive payment become unconditional.
8
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2025, the Company had $41.5 million of contract assets and $60.6 million of contract liabilities, recognized as deferred revenue. As of December 31, 2024, the Company had $30.6 million of contract assets and $73.4 million of contract liabilities, recognized as deferred revenue.
The Company expects to recognize substantially all of the deferred revenue as of June 30, 2025 within the next 12 months.
Note 3. Segment Information
The Company has a single operating segment that derives revenues from customers by providing access to Betting Content Technology, Content and Services, Media Technology Content and Services and Sports Technology and Services, and therefore has one reportable segment. The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The accounting policies of the single reportable segment are the same as those described in the summary of significant accounting policies. The CODM assesses performance for the segment and decides how to allocate resources based on net loss that also is reported on the consolidated statements of operations as net loss. The measure of segment assets is reported on the consolidated balance sheets as total assets. Net loss is used by our CODM to identify underlying trends in the performance of the Company and make comparisons with the financial performance of competitors. Net loss is used to monitor budget versus actual results. The monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation.
Significant segment expenses provided to the CODM are as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
Data and streaming rights |
|
|
(25,426 |
) |
|
|
(22,059 |
) |
|
|
(84,871 |
) |
|
|
(72,708 |
) |
Media direct costs |
|
|
(9,207 |
) |
|
|
(8,816 |
) |
|
|
(24,780 |
) |
|
|
(27,128 |
) |
Other direct variable costs |
|
|
(13,522 |
) |
|
|
(13,486 |
) |
|
|
(27,259 |
) |
|
|
(26,973 |
) |
Employee expenses |
|
|
(36,661 |
) |
|
|
(33,364 |
) |
|
|
(77,356 |
) |
|
|
(63,476 |
) |
Capitalized software development costs |
|
|
15,465 |
|
|
|
12,929 |
|
|
|
28,814 |
|
|
|
23,856 |
|
Overhead costs |
|
|
(27,347 |
) |
|
|
(11,787 |
) |
|
|
(45,242 |
) |
|
|
(25,510 |
) |
Other segment items (1) |
|
|
(75,969 |
) |
|
|
(40,656 |
) |
|
|
(94,162 |
) |
|
|
(70,559 |
) |
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Revenue by Geographic Market
Geographical regions are determined based on the region in which the customer is headquartered or domiciled. Revenues by geographical market consist of the following (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue by geographical market: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Europe |
|
$ |
73,430 |
|
|
$ |
58,279 |
|
|
$ |
137,583 |
|
|
$ |
113,690 |
|
Americas |
|
|
35,288 |
|
|
|
30,185 |
|
|
|
106,316 |
|
|
|
88,147 |
|
Rest of the world |
|
|
10,001 |
|
|
|
6,983 |
|
|
|
18,811 |
|
|
|
13,328 |
|
Total |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
In the three months ended June 30, 2025, the United States, Gibraltar and the United Kingdom represented 22%, 16% and 14% of total revenue, respectively. In the three months ended June 30, 2024, the United States, Gibraltar, United Kingdom and Malta represented 21%, 15%, 12% and 11% of total revenue, respectively. In the six months ended June 30, 2025, the United States, Gibraltar and the United Kingdom represented 34%, 14% and 12% of total revenue, respectively. In the six months ended June 30, 2024, the United States, Gibraltar
9
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
and the United Kingdom represented 32%, 13% and 10% of total revenue, respectively. No other countries represented more than 10% of revenues.
Note 4. Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash as of June 30, 2025 and December 31, 2024 are as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Cash and cash equivalents |
|
$ |
221,561 |
|
|
$ |
110,213 |
|
Restricted cash, current |
|
|
— |
|
|
|
25,026 |
|
Cash, cash equivalents and restricted cash |
|
$ |
221,561 |
|
|
$ |
135,239 |
|
Restricted cash related to a guarantee issued by the Company to Barclays Bank PLC in connection with a letter of credit that Barclays provided to Football DataCo Limited for and on behalf of the Company for an aggregate amount of £20.0 million ($25.0 million) as of December 31, 2024.
Note 5. Accounts Receivable, Net
As of June 30, 2025, accounts receivable, net consisted of accounts receivable of $88.3 million less allowance for credit losses of $4.5 million. As of December 31, 2024, accounts receivable, net consisted of accounts receivable of $90.5 million less allowance for credit losses of $5.0 million.
The movement in the allowance for credit losses during periods presented are as follows:
|
|
2025 |
|
|
2024 |
|
||
Beginning balance – January 1 |
|
$ |
4,974 |
|
|
$ |
5,136 |
|
Provision for expected credit losses |
|
|
473 |
|
|
|
(462 |
) |
Write-offs, net of recoveries |
|
|
(991 |
) |
|
|
(709 |
) |
Foreign currency translation adjustments |
|
|
25 |
|
|
|
(1 |
) |
Ending balance – June 30 |
|
$ |
4,481 |
|
|
$ |
3,964 |
|
Note 6. Intangible Assets, Net
Intangible assets subject to amortization as of June 30, 2025 consist of the following (in thousands, except years):
|
|
Weighted Average Remaining Useful Lives |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
|
|
(years) |
|
|
|
|
|
|
|
|
|
|||
Data rights |
|
3 |
|
$ |
67,064 |
|
|
$ |
45,827 |
|
|
$ |
21,237 |
|
Marketing products |
|
9 |
|
|
59,099 |
|
|
|
45,181 |
|
|
|
13,918 |
|
Technology |
|
2 |
|
|
107,729 |
|
|
|
106,710 |
|
|
|
1,019 |
|
Capitalized software |
|
2 |
|
|
234,981 |
|
|
|
154,824 |
|
|
|
80,157 |
|
Total intangible assets |
|
|
|
$ |
468,873 |
|
|
$ |
352,542 |
|
|
$ |
116,331 |
|
10
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Intangible assets subject to amortization as of December 31, 2024 consist of the following (in thousands, except years):
|
|
Weighted Average Remaining Useful Lives |
|
Gross Carrying Amount |
|
|
Accumulated Amortization |
|
|
Net Carrying Amount |
|
|||
|
|
(years) |
|
|
|
|
|
|
|
|
|
|||
Data rights |
|
4 |
|
$ |
67,064 |
|
|
$ |
42,474 |
|
|
$ |
24,590 |
|
Marketing products |
|
9 |
|
|
59,099 |
|
|
|
44,365 |
|
|
|
14,734 |
|
Technology |
|
2 |
|
|
107,279 |
|
|
|
106,399 |
|
|
|
880 |
|
Capitalized software |
|
2 |
|
|
206,003 |
|
|
|
130,668 |
|
|
|
75,335 |
|
Total intangible assets |
|
|
|
$ |
439,445 |
|
|
$ |
323,906 |
|
|
$ |
115,539 |
|
Amortization expense was $14.1 million and $19.2 million for the three months ended June 30, 2025 and 2024, respectively. Amortization expense was $28.6 million and $39.0 million for the six months ended June 30, 2025 and 2024, respectively.
No impairment of intangible assets was recognized for the three and six months ended June 30, 2025 and 2024.
Note 7. Goodwill
Changes in the carrying amount of goodwill for the periods presented in the accompanying condensed consolidated financial statements are as follows (in thousands):
Balance as of December 31, 2024 |
|
$ |
326,011 |
|
Balance as of June 30, 2025 |
|
$ |
326,011 |
|
No impairment of goodwill was recognized for the three and six months ended June 30, 2025 and 2024.
Note 8. Other Assets
Other assets (current and long-term) as of June 30, 2025 and December 31, 2024 are as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Other current assets: |
|
|
|
|
|
|
||
Non-trade receivables |
|
$ |
498 |
|
|
$ |
51 |
|
Corporate tax receivable |
|
|
5,834 |
|
|
|
4,309 |
|
Sales tax receivable |
|
|
2,156 |
|
|
|
1,101 |
|
Other tax receivable |
|
|
1,562 |
|
|
|
2,855 |
|
Inventory |
|
|
408 |
|
|
|
482 |
|
Contract costs |
|
|
1,169 |
|
|
|
1,104 |
|
Total other current assets |
|
$ |
11,627 |
|
|
$ |
9,902 |
|
Other assets: |
|
|
|
|
|
|
||
Security deposit |
|
$ |
1,716 |
|
|
$ |
987 |
|
Withholding tax receivable |
|
|
750 |
|
|
|
572 |
|
Contract costs |
|
|
1,114 |
|
|
|
1,147 |
|
Total other assets |
|
$ |
3,580 |
|
|
$ |
2,706 |
|
11
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 9. Debt
The following table summarizes outstanding debt balances as of June 30, 2025 and December 31, 2024 (in thousands):
|
|
Date of |
|
Maturity |
|
Effective |
|
|
June 30, |
|
|
December 31, |
|
|||
Instrument |
|
Issuance |
|
Date |
|
Interest Rate |
|
|
2025 |
|
|
2024 |
|
|||
Genius Sports Italy Srl Mortgage |
|
December 2010 |
|
December 2025 |
|
|
4.0 |
% |
|
$ |
10 |
|
|
$ |
19 |
|
|
|
|
|
|
|
|
|
|
$ |
10 |
|
|
$ |
19 |
|
|
Less current portion of debt |
|
|
|
|
|
|
|
|
|
(10 |
) |
|
|
(19 |
) |
|
Non-current portion of debt |
|
|
|
|
|
|
|
|
$ |
— |
|
|
$ |
— |
|
|
Genius Sports Italy Srl Mortgage
On December 1, 2010, Genius Sports entered into a loan agreement in Euros for €0.3 million. The outstanding balance is equivalent to less than $0.1 million as of June 30, 2025, and is to be paid in accordance with the quarterly floating rate amortization schedule over the course of the loan.
Credit Agreement
In April 2024, the Company entered into a Credit Agreement with Citibank, N.A. and Deutsche Bank Securities Inc., in connection with a $90.0 million senior secured revolving credit facility (the “Credit Agreement”), which was amended in July 2024 to include an additional $30.0 million contribution from Goldman Sachs Bank USA, and amended in March 2025 to include an additional $30.0 million contribution from Barclays Bank PLC and an additional $30.0 million contribution from Citizens Bank, N.A., increasing the total facility size to $180.0 million. Unless previously terminated in accordance with its terms, the Credit Agreement will mature on April 29, 2029.
The Credit Agreement incurs commitment fees ranging from 0.3% to 0.4% of the total facility per annum, and carries an interest rate ranging from the Secured Overnight Financing Rate (“SOFR”) plus 2.75% to SOFR plus 3.25% per annum, depending on the Company’s consolidated total net leverage ratio. As of June 30, 2025 the Company was in compliance with all applicable covenants.
During the second and third quarter of fiscal year 2024, the Company utilized the Credit Agreement to issue two letters of credit to a supplier to the value of GBP £46.0 million ($63.1 million). During the first quarter of fiscal year 2025, the Company utilized the Credit Agreement to increase the letter of credit to the same supplier to the value of GBP £92.0 million ($126.1 million). The issuance of letters of credit under the terms of the Credit Agreement reduces the available borrowing capacity of the facility but is not considered as a drawdown against the facility, and does not constitute outstanding borrowings of the Company.
As of June 30, 2025 and December 31, 2024, the Company had no outstanding borrowings under the Credit Agreement. As of June 30, 2025 the available facility value was $53.9 million.
Interest Expense
Interest expense was $1.0 million and $0.2 million for the three months ended June 30, 2025 and 2024, respectively. Interest expense was $1.6 million and $0.2 million for the six months ended June 30, 2025 and 2024, respectively.
Debt Maturities
Expected future payments for all borrowings as of June 30, 2025 are as follows:
Fiscal Period: |
|
(in thousands) |
|
|
2025 (Remaining) |
|
$ |
10 |
|
2026 |
|
|
— |
|
2027 |
|
|
— |
|
2028 |
|
|
— |
|
2029 |
|
|
— |
|
Thereafter |
|
|
— |
|
Total payment outstanding |
|
$ |
10 |
|
12
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 10. Other Liabilities
Other current liabilities as of June 30, 2025 and December 31, 2024 are as follows (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
Other current liabilities: |
|
|
|
|
|
|
||
Other payables |
|
$ |
873 |
|
|
$ |
861 |
|
Corporate tax payable |
|
|
2,464 |
|
|
|
1,295 |
|
Sales tax payable |
|
|
792 |
|
|
|
727 |
|
Legal provisions |
|
|
4,800 |
|
|
|
— |
|
Deferred consideration |
|
|
17 |
|
|
|
6,031 |
|
Contingent consideration |
|
|
— |
|
|
|
413 |
|
Total other current liabilities |
|
$ |
8,946 |
|
|
$ |
9,327 |
|
Note 11. Loss Per Share
The Company’s basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average shares of common stock outstanding (including vested warrants issued to the NFL), net of weighted average treasury stock outstanding, during periods with undistributed losses. Vested warrants issued to the NFL are included in adjusted weighted average common stock outstanding as they can be converted to ordinary shares of the Company for an exercise price of $0.01 per warrant share. The B Shares, issued in connection with the License Agreement (defined below), are not included in the loss per share calculations below as they are non-participating securities with no rights to dividends or distributions. Diluted loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive securities. Basic and diluted loss per share attributable to common stockholders was the same for the three and six months ended June 30, 2025 and 2024 as the inclusion of all potentially dilutive securities outstanding was anti-dilutive.
The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the three and six months ended June 30, 2025 and 2024 is as follows (in thousands except share and per share data):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net loss attributable to common stockholders – basic and diluted |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Shares used in computation: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common stock outstanding |
|
|
237,681,779 |
|
|
|
210,964,001 |
|
|
|
235,508,015 |
|
|
|
210,895,387 |
|
Vested warrants issued to NFL to purchase common stock |
|
|
15,538,462 |
|
|
|
18,500,000 |
|
|
|
15,331,492 |
|
|
|
18,500,000 |
|
Adjusted weighted average common stock outstanding - basic and diluted |
|
|
253,220,241 |
|
|
|
229,464,001 |
|
|
|
250,839,507 |
|
|
|
229,395,387 |
|
Loss per share attributable to common stockholders – basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.21 |
) |
The following table presents the potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Stock options to purchase common stock |
|
|
23,007 |
|
|
|
91,436 |
|
|
|
23,007 |
|
|
|
91,436 |
|
Unvested restricted shares |
|
|
— |
|
|
|
1,474,191 |
|
|
|
— |
|
|
|
1,474,191 |
|
Unvested warrants issued to NFL to purchase common stock |
|
|
5,000,000 |
|
|
|
— |
|
|
|
5,000,000 |
|
|
|
— |
|
Unvested equity-settled restricted share units |
|
|
6,096,831 |
|
|
|
6,241,203 |
|
|
|
6,096,831 |
|
|
|
6,241,203 |
|
Unvested equity-settled performance-based restricted share units |
|
|
23,194,267 |
|
|
|
13,159,771 |
|
|
|
23,194,267 |
|
|
|
13,159,771 |
|
Total |
|
|
34,314,105 |
|
|
|
20,966,601 |
|
|
|
34,314,105 |
|
|
|
20,966,601 |
|
13
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Note 12. Stock-based Compensation
Restricted Shares
2021 Restricted Share Plan
On October 27, 2020, in anticipation of the Merger, the Board of Directors approved a Management Equity Term Sheet (“Term Sheet”) which modified the terms of Maven Topco’s legacy Incentive Securities (defined below) and allowed for any unvested Incentive Securities at Closing to be converted to restricted shares under the 2021 Restricted Share Plan, using the Exchange Ratio established during the Merger.
Specifically, historical unvested Class B and Class C Incentive Securities were converted to restricted shares subject only to service conditions (“Time-Vesting Restricted Shares”) and subject to graded vesting over four years. Historical Class D unvested Incentive Securities were converted to restricted shares with service and market conditions (“Performance-Vesting Restricted Shares”), subject to graded vesting over three years based on a market condition related to volume weighted average trading price performance of the Company’s common stock.
The Company determined that a modification to the terms of Maven Topco’s legacy Incentive Securities occurred on October 27, 2020 (“October 2020 Modification”) because the Company removed the Bad Leaver provision (discussed below in “Incentive Securities” section) for vested awards, contingent upon the Closing, representing a change in vesting conditions. The Company further determined that another modification occurred on April 20, 2021 (“April 2021 Modification”) since the Incentive Securities, which are private company awards, were exchanged for restricted shares, which are public company awards, representing a change in vesting conditions.
No compensation cost was recognized as a result of the October 2020 Modification because the awards were improbable of vesting both before and after the modification date as of October 27, 2020. Upon Closing, the Company recognized total compensation cost of $183.2 million to account for the vesting of the historical Incentive Securities upon removal of the Bad Leaver provision. The Company measured the awards based on their fair values as of October 27, 2020, which is considered to be the grant date fair value of the awards, adjusted for any incremental compensation cost resulting from the April 2021 Modification, which is determined to be immaterial.
The Company determined that a modification to the terms of the 2021 Restricted Share Plan occurred on April 19, 2024 (“April 2024 Modification”) because the Company extended the vesting period of the unvested Performance-Vesting Restricted Shares for selected participants from April 20, 2024 and April 20, 2025, to April 20, 2026.
A summary of the Company’s restricted shares activities for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Weighted Average Grant Date Fair Value per Share |
|
||
Unvested restricted shares as of December 31, 2024 |
|
|
1,474,191 |
|
|
$ |
9.64 |
|
Vested |
|
|
(1,472,053 |
) |
|
$ |
9.64 |
|
Forfeited |
|
|
(2,138 |
) |
|
$ |
9.64 |
|
Unvested restricted shares as of June 30, 2025 |
|
|
— |
|
|
$ |
— |
|
The compensation cost recognized for the restricted shares during the three months ended June 30, 2025 and 2024 was zero and $3.8 million, respectively. The compensation cost recognized for the restricted shares during the six months ended June 30, 2025 and 2024 was zero and $4.6 million, respectively.
As of June 30, 2025, there is no unrecognized compensation cost related to the restricted shares.
Stock Options
2021 Option Plan
On April 20, 2021 (“2021 Grant Date”), as part of the Merger, the Board of Directors adopted the 2021 Option Plan and granted employees options to purchase the Company’s common stock via an employee benefit trust including 1) options which shall immediately vest upon Closing (“Immediate-Vesting Options”), 2) options subject only to service conditions (“Time-Vesting Options”) and 3) options with service and market conditions (“Performance-Vesting Options”). Immediate-Vesting Options became fully vested and exercisable immediately following the Closing, which aligns with the 2021 Grant Date. Time-Vesting Options are subject to graded vesting over the four
14
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
years following the 2021 Grant Date. Performance-Vesting Options are subject to graded vesting over the three years from the 2021 Grant Date, subject to a market condition related to volume weighted average trading price performance of the Company’s common stock.
A summary of the Company’s options activity for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Life |
|
|
Aggregate Intrinsic Value |
|
||||
|
|
|
|
|
|
|
|
(in years) |
|
|
(in thousands) |
|
||||
Outstanding as of December 31, 2024 |
|
|
37,476 |
|
|
$ |
10.00 |
|
|
|
1.3 |
|
|
$ |
— |
|
Forfeited |
|
|
(14,469 |
) |
|
$ |
10.00 |
|
|
|
|
|
|
|
||
Outstanding as of June 30, 2025 |
|
|
23,007 |
|
|
$ |
10.00 |
|
|
|
0.8 |
|
|
$ |
1 |
|
Exercisable as of June 30, 2025 |
|
|
23,007 |
|
|
|
|
|
|
|
|
|
|
|||
Unvested as of June 30, 2025 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
The compensation cost recognized for options during the three months ended June 30, 2025 and 2024 was less than $0.1 million and $0.1 million, respectively. The compensation cost recognized for options during the six months ended June 30, 2025 and 2024 was $0.1 million and $0.3 million, respectively. The total fair value of options that vested during the three and six months ended June 30, 2025 was $0.1 million and $0.2 million, respectively.
As of June 30, 2025, there is no unrecognized stock-based compensation expense related to the stock options.
Employee Incentive Plan
The Company created an employee incentive plan involving share-based and cash-based incentives to support the success of the Company by further aligning the personal interests of employees, officers, and directors to those of our shareholders by providing an incentive to drive performance and sustained growth.
2022 Employee Incentive Plan
On April 5, 2022, (“2022 Grant Date”) the Board of Directors adopted the 2022 Employee Incentive Plan and granted employees (1) Equity-settled Restricted Share Units (“RSUs”), (2) Cash-settled Restricted Share Units (“Cash-settled RSUs”) and (3) Equity-settled Performance-Based Restricted Share Units (“PSUs”).
The RSUs and Cash-settled RSUs are subject to a service condition with graded vesting over the three years following the 2022 Grant Date. PSUs vest after three years, subject to a service condition, a market condition related to volume weighted average trading price performance of the Company’s common stock, and performance conditions related to the Company’s cumulative revenue and cumulative adjusted EBITDA.
2023 Employee Incentive Plan
On December 7, 2023, (“2023 Grant Date”) the Board of Directors granted employees (1) RSUs, (2) Cash-settled RSUs and (3) PSUs.
The RSUs and Cash-settled RSUs are subject to a service condition with graded vesting over the three years following the 2023 Grant Date. PSUs vest after three years, subject to a service condition, and performance conditions related to the Company’s cumulative revenue and cumulative adjusted EBITDA.
2024 Employee Incentive Plan
On April 3, 2024, (“2024 Grant Date”) the Board of Directors granted employees (1) RSUs, (2) Cash-settled RSUs and (3) PSUs.
The RSUs and Cash-settled RSUs are subject to a service condition with graded vesting over the three years following the 2024 Grant Date. PSUs vest after three years, subject to a service condition, and performance conditions related to the Company’s cumulative revenue and cumulative adjusted EBITDA.
15
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
2025 Employee Incentive Plan
On April 10, 2025, (“2025 Grant Date”) the Board of Directors granted employees (1) RSUs, (2) Cash-settled RSUs and (3) PSUs.
The RSUs and Cash-settled RSUs are subject to a service condition with graded vesting over the three years following the 2025 Grant Date. PSUs vest after three years, subject to a service condition, and performance conditions related to the Company’s cumulative revenue and cumulative adjusted EBITDA.
On May 13, 2025, the Board of Directors granted employees RSUs, vesting after one year, and subject to a service condition.
On May 15, 2025 and May 20, 2025, the Board of Directors granted employees PSUs, vesting either annually over three years, or over three years, subject to a service condition, and performance conditions related to the Company’s revenue growth.
Equity-settled Restricted Share Units
The estimated grant date fair value of the Company’s RSUs is estimated to be equal to the closing price of the Company’s common stock on each grant date.
A summary of the Company’s Equity-settled Restricted Share Units activity for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Weighted Average |
|
||
Unvested RSUs as of December 31, 2024 |
|
|
6,665,511 |
|
|
$ |
5.50 |
|
Granted |
|
|
2,406,462 |
|
|
$ |
9.70 |
|
Forfeited |
|
|
(366,637 |
) |
|
$ |
6.06 |
|
Vested |
|
|
(2,608,505 |
) |
|
$ |
5.25 |
|
Unvested RSUs as of June 30, 2025 |
|
|
6,096,831 |
|
|
$ |
7.23 |
|
The compensation cost recognized for RSUs during the three months ended June 30, 2025 and 2024 was $7.5 million and $5.3 million, respectively. The compensation cost recognized for RSUs during the six months ended June 30, 2025 and 2024 was $11.3 million and $7.8 million, respectively.
As of June 30, 2025, the Company had $30.3 million of unrecognized stock-based compensation expense related to the RSUs. This cost is expected to be recognized over a weighted-average period of 1.9 years.
Cash-settled Restricted Share Units
Our outstanding Cash-settled RSUs entitle employees to receive cash based on the fair value of the Company’s common stock on the vesting date. The Cash-settled RSUs are accounted for as liability awards and are re-measured at fair value each reporting period until they become vested with compensation expense being recognized over the requisite service period. The Company has a liability, which is included in “Other current liabilities” within the condensed consolidated balance sheets of $0.4 million and $0.5 million as of June 30, 2025 and December 31, 2024, respectively.
The estimated grant date fair value of the Company’s Cash-settled RSUs is estimated to be equal to the closing price of the Company’s common stock on each grant date.
16
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
A summary of the Company’s Cash-settled RSUs activity for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Weighted Average Grant Date Fair Value per Cash-settled RSU |
|
||
Unvested Cash-settled RSUs as of December 31, 2024 |
|
|
94,279 |
|
|
$ |
5.38 |
|
Granted |
|
|
34,840 |
|
|
$ |
9.58 |
|
Forfeited |
|
|
(1,672 |
) |
|
$ |
5.44 |
|
Vested |
|
|
(40,620 |
) |
|
$ |
5.28 |
|
Unvested Cash-settled RSUs as of June 30, 2025 |
|
|
86,827 |
|
|
$ |
7.11 |
|
The compensation cost recognized for Cash-settled RSUs during the three months ended June 30, 2025 and 2024 was $0.1 million and $0.1 million, respectively. The compensation cost recognized for Cash-settled RSUs during the six months ended June 30, 2025 and 2024 was $0.2 million and $0.1 million, respectively.
As of June 30, 2025, the Company had $0.5 million of unrecognized stock-based compensation expense related to the Cash-settled RSUs. This cost is expected to be recognized over a weighted-average period of 2.0 years.
Equity-settled Performance-Based Restricted Share Units
The Company’s PSUs were adopted in order to provide employees, officers and directors with stock-based compensation tied directly to the Company’s performance, further aligning their interests with those of shareholders and provides compensation only if the designated performance goals are met over the applicable performance period. The awards have the potential to be earned at between 0% – 150% of the number of awards granted depending on achievement of the performance goals but remain subject to vesting for the full three-year service period.
During the first quarter of fiscal year 2025, the performance multiplier for PSUs with cumulative revenue and cumulative adjusted EBITDA performance conditions granted in 2023 was confirmed as 127% and 150%, respectively, resulting in an increase in related compensation cost of $7.4 million. The compensation cost recognized for PSUs granted in 2023 increased by $0.6 million and $6.2 million during the three and six months ended June 30, 2025, respectively.
During the second quarter of fiscal year 2025, the performance multiplier for PSUs with cumulative revenue and cumulative adjusted EBITDA performance conditions granted in 2024 was adjusted to reflect estimated achievement of 150% and 148%, respectively, resulting in an increase in related compensation cost of $8.7 million. The compensation cost recognized for PSUs granted in 2024 increased by $4.3 million and $4.3 million during the three and six months ended June 30, 2025, respectively.
The grant date fair values of PSUs subject to performance conditions are based on the most recent closing stock price of the Company’s shares of common stock. The stock-based compensation expense is recognized over the remaining service period at the time of grant, adjusted for the Company’s expectation of the achievement of the performance conditions.
A summary of the Company’s PSUs activity for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Weighted Average |
|
||
Unvested PSUs as of December 31, 2024 |
|
|
12,636,379 |
|
|
$ |
5.37 |
|
Granted |
|
|
12,508,700 |
|
|
$ |
9.98 |
|
Forfeited |
|
|
(389,060 |
) |
|
$ |
5.65 |
|
Vested |
|
|
(1,561,752 |
) |
|
$ |
4.26 |
|
Unvested PSUs as of June 30, 2025 |
|
|
23,194,267 |
|
|
$ |
7.93 |
|
17
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
The compensation cost recognized for PSUs during the three months ended June 30, 2025 and 2024 was $33.5 million and $8.0 million, respectively. The compensation cost recognized for PSUs during the six months ended June 30, 2025 and 2024 was $42.5 million and $11.1 million, respectively.
As of June 30, 2025, the Company had $117.7 million of unrecognized stock-based compensation expense related to the PSUs. This cost is expected to be recognized over a weighted-average period of 2.3 years.
NFL Warrants
On April 1, 2021, the Company entered into a multi-year strategic partnership with NFL Enterprises LLC (“NFL”) (the “License Agreement”). Under the terms of the License Agreement, the Company obtains the right to serve as the worldwide exclusive distributor of NFL official data to the global regulated sports betting market, the worldwide exclusive distributor of NFL official data to the global media market, the NFL’s exclusive international distributor of live digital video to the regulated sports betting market (outside of the United States of America where permitted), and the NFL’s exclusive sports betting and i-gaming advertising partner. The License Agreement contemplated a four-year period commencing April 1, 2021. Pursuant to the License Agreement, the Company agreed to issue the NFL an aggregate of up to 18,500,000 warrants with each warrant entitling NFL to purchase one ordinary share of the Company for an exercise price of $0.01 per warrant share. The warrants were subject to vesting over a two-year term in three tranches. Additionally, each warrant was issued with one share of redeemable B Share with a par value of $0.0001. The B Shares, which are not separable from the warrants, are voting only shares with no economic rights to dividends or distributions. Pursuant to the License Agreement, when the warrants are exercised, the Company shall purchase or, at its discretion, redeem at the par value an equivalent number of B Shares, and any such purchased or redeemed B Shares shall thereafter be cancelled.
On June 6, 2025, the Company extended the License Agreement through the end of the 2029 NFL season. Pursuant to the extended License Agreement, the Company issued the NFL an additional 9,500,000 warrants with each warrant entitling NFL to purchase one ordinary share of the Company for an exercise price of $0.01 per warrant share. Of such additional warrants, 4,500,000 warrants vested on June 10, 2025 and 5,000,000 will vest on April 1, 2028, unless delayed at the sole discretion of the NFL to no later than August 2, 2029. The additional warrants were not issued with any B Shares.
The Company accounts for the License Agreement as an executory contract for the ongoing Data Feeds and the warrants are accounted for as share-based payments to non-employees. The awards are measured at grant date fair value when all key terms and conditions are understood by both parties, including for unvested awards and are expensed over the term to align with the data services to be provided over the periods.
The grant date fair value of the additional warrants is estimated to be equal to the closing price of the Company’s common stock of $9.48 as of the grant date on June 6, 2025.
A summary of the Company’s warrants activity for the six months ended June 30, 2025 is as follows:
|
|
Number of |
|
|
Outstanding as of December 31, 2024 |
|
|
18,500,000 |
|
Issued |
|
|
9,500,000 |
|
Exercised |
|
|
(4,000,000 |
) |
Outstanding as of June 30, 2025 |
|
|
24,000,000 |
|
The cost recognized for the warrants during the three months ended June 30, 2025 and 2024 was $43.8 million and zero, respectively. The cost recognized for the warrants during the six months ended June 30, 2025 and 2024 was $43.8 million and zero, respectively. A total of 4,500,000 warrants vested during the three and six months ended June 30, 2025. As of June 30, 2025, the Company had $46.2 million of unrecognized stock-based compensation expense related to the warrants. This cost is expected to be recognized over a weighted-average period of 2.8 years.
18
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
Stock-based Compensation Summary
The Company’s total stock-based compensation expense was summarized as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Cost of revenue |
|
$ |
43,918 |
|
|
$ |
170 |
|
|
$ |
43,968 |
|
|
$ |
292 |
|
Sales and marketing |
|
|
3,633 |
|
|
|
1,551 |
|
|
|
5,230 |
|
|
|
2,227 |
|
Research and development |
|
|
3,529 |
|
|
|
1,930 |
|
|
|
5,385 |
|
|
|
2,770 |
|
General and administrative |
|
|
33,911 |
|
|
|
13,542 |
|
|
|
43,337 |
|
|
|
18,649 |
|
Total |
|
$ |
84,991 |
|
|
$ |
17,193 |
|
|
$ |
97,920 |
|
|
$ |
23,938 |
|
Note 13. Fair Value Measurements
The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels:
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
Contingent consideration were classified as Level 3 financial instruments. The fair value of contingent consideration was determined based on significant unobservable inputs including discount rate, estimated revenue of the acquired business, and estimated probabilities of achieving specified technology development and operational milestones. Significant judgment was employed in determining the appropriateness of the inputs described above. Changes to the inputs could have a material impact on the Company’s financial position and results of operations in any given period.
The contingent consideration obligation arising from the acquisition of Photospire Limited (“Spirable”) was settled during the first quarter of fiscal year 2025.
The change in the fair value of the contingent consideration is summarized as follows (in thousands):
|
|
2025 |
|
|
Beginning balance – January 1 |
|
$ |
413 |
|
Contingent consideration payments |
|
|
(426 |
) |
Foreign currency translation adjustments |
|
|
13 |
|
Ending balance – June 30 |
|
$ |
— |
|
During the three and six months ended June 30, 2025, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value.
Note 14. Income Taxes
The Company had an income tax expense of $1.7 million and income tax benefit of $1.3 million, relative to pre-tax loss of $53.1 million and pre-tax loss of $23.5 million for the three months ended June 30, 2025 and 2024, respectively. The Company had an income tax expense
19
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
of $2.3 million and income tax benefit of $0.2 million, relative to pre-tax loss of $60.9 million and pre-tax loss of $48.2 million for the six months ended June 30, 2025 and 2024, respectively.
As of June 30, 2025 and December 31, 2024, the Company had no uncertain tax positions.
On July 4, 2025, the One Big Beautiful Bill Act (the “Act”) was enacted into law in the United States of America, with certain provisions of the Act effective in 2025 and other provisions becoming effective in 2026 and beyond. The Company is in the process of evaluating the impacts of the Act to our consolidated financial statements.
Note 15. Operating Leases
The Company leases offices under operating lease agreements. Some of the Company’s leases include one or more options to renew. For a majority of our leases, we do not assume renewals in our determination of the lease term as the renewals are not deemed to be reasonably assured. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2025, the Company’s lease agreements have varying lease terms that do not currently exceed seven years.
Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments primarily represent costs related to common area maintenance and utilities. The components of lease expense are summarized as follows (in thousands):
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Operating lease cost |
|
$ |
1,383 |
|
|
$ |
1,017 |
|
|
$ |
2,630 |
|
|
$ |
2,326 |
|
Short term lease cost |
|
|
221 |
|
|
|
228 |
|
|
|
472 |
|
|
|
463 |
|
Variable lease cost |
|
|
174 |
|
|
|
154 |
|
|
|
348 |
|
|
|
330 |
|
Sublease income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(36 |
) |
Total lease cost |
|
$ |
1,778 |
|
|
$ |
1,399 |
|
|
$ |
3,450 |
|
|
$ |
3,083 |
|
Other information related to leases is summarized as follows (in thousands, except lease term and discount rate):
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash paid for amounts included in the measurement of lease liabilities: |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
1,790 |
|
|
$ |
1,911 |
|
Right-of-use assets obtained in exchange for new operating lease liabilities |
|
|
24,470 |
|
|
|
2,317 |
|
Weighted-average remaining lease term (in years): |
|
|
|
|
|
|
||
Operating leases |
|
6.3 |
|
|
2.9 |
|
||
Weighted-average discount rate: |
|
|
|
|
|
|
||
Operating leases |
|
7.2% |
|
|
|
8.9 |
% |
|
During the six months ended June 30, 2025, the Company (i) entered into long-term leases for additional office space in (i) New York, United States of America, (ii) Los Angeles, United States of America, (iii) Lausanne, Switzerland and (iv) Singapore, resulting in additional liabilities of $15.5 million, $7.5 million, $1.2 million and $0.1 million, respectively. During the six months ended June 30, 2024, the Company exercised a renewal option for office space, and entered into a long-term lease for additional office space in Medellin, Colombia, resulting in additional lease liabilities of $2.2 million.
The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term.
20
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
As of June 30, 2025, the maturities of lease liabilities are as follows (in thousands):
|
|
(in thousands) |
|
|
2025 (Remaining) |
|
$ |
2,100 |
|
2026 |
|
|
5,998 |
|
2027 |
|
|
5,964 |
|
2028 |
|
|
6,076 |
|
2029 |
|
|
5,530 |
|
Thereafter |
|
|
13,072 |
|
Total minimum lease payments |
|
|
38,740 |
|
Less: Imputed interest |
|
|
(8,176 |
) |
Present value of lease liabilities |
|
$ |
30,564 |
|
Note 16. Commitments and Contingencies
Sports Data License Agreements
The Company enters into certain license agreements with sports federations and leagues primarily for the right to supply data and/or live video feeds to the betting industry. These license agreements may include rights to live and past game data, live videos and marketing rights. The license agreements entered into by the Company are complex and deviate in the specific rights granted, but are generally for a fixed period of time, with payments typically made in installments over the length of the contract.
Purchase Obligations
The Company purchases goods and services from vendors in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company’s long-term purchase obligations primarily include service contracts related to cloud-based hosting arrangements. Total purchase obligations under these services contracts are $61.6 million as of June 30, 2025, with approximately $24.8 million due within one year and the remaining due by 2028.
General Litigation
From time to time, the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the condensed consolidated financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.
Sportscastr Litigation
On October 5, 2023 Sportscastr Inc. (d/b/a Panda Interactive) (“Sportscastr”) filed a claim against the Company in the United States District Court for the Eastern District of Texas. Sportscastr is claiming the Company is infringing patents held by Sportscastr relating to the provision of synchronized live data and content within live video streams. Sportscastr is seeking an order prohibiting any infringement and monetary relief against the Company. On February 25, 2025, Sportscastr amended the complaint to add antitrust allegations under federal and Texas state antitrust laws involving the distribution of official, live professional sports data. The Company is defending all claims. This litigation is currently on-going and the Company can provide no assurances regarding the outcome of the claim and the impact it may have on the Company’s business and reputation.
dMY Litigation
On September 12, 2023 a claim was filed in the Court of Chancery of Delaware against dMY (the special purpose acquisition company ("SPAC") that merged with the Genius legacy business to create Genius Sports Limited) and the directors of dMY. The claim relates to
21
Genius Sports Limited
Notes to Condensed Consolidated Financial Statements
(Unaudited)
matters pre-merger. The Company would be liable for damages and costs awarded. This litigation is currently on-going and the Company can provide no assurances regarding the outcome of the claim and the impact it may have on the Company’s business and reputation.
Bank Letters of Credit and Guarantees
In the normal course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries.
Note 17. Related Party Transactions
The Company made payments of 0.1 million to Carbon Group Limited in respect to consultancy services provided by a director and shareholder of the Company during the three and six months ended June 30, 2025 and 2024.
The Company recognized revenue of less than $0.1 million and $0.2 million for the three months ended June 30, 2025 and 2024, and less than $0.1 million and $0.2 million for the six months ended June 30, 2025 and 2024 from CFL Ventures, in which the Company has a minority interest.
The Company recognized compensation cost of $0.4 million and $0.1 million during the three months ended June 30, 2025 and 2024, respectively, and $0.8 million and $0.3 million during the six months ended June 30, 2025 and 2024, respectively in general and administrative expense in the condensed consolidated statements of operations for awards granted to independent members of the board of directors.
Note 18. Subsequent Events
There have been no subsequent events that occurred since June 30, 2025 that would require disclosure in, or would be required to be recognized in the condensed consolidated financial statements as of and for the three and six months ended June 30, 2025.
22
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For purposes of this section, “we,” “our,” “us”, “Genius” and the “company” refer to Genius Sports Limited and all of its subsidiaries.
The following discussion includes information that Genius’ management believes is relevant to an assessment and understanding of Genius’ unaudited condensed consolidated results of operations and financial condition.
The discussion should be read together with the unaudited interim condensed consolidated financial statements for the three and six months ended June 30, 2025 and 2024 included in this interim report. This management’s discussion and analysis should also be read together with our audited consolidated financial statements for the year ended December 31, 2024 in our 2024 20-F.
Genius’ actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in our 2024 20-F. Certain amounts may not foot due to rounding.
Overview
Genius is a B2B provider of scalable, technology-led products and services to the sports, sports wagering and sports media industries. Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity ahead.
Genius’ mission is to be the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media. In doing so, Genius creates engaging and immersive fan experiences, performance analysis tools and officiating solutions, while simultaneously providing sports leagues with essential technology and vital, sustainable revenue streams.
Genius uniquely sits at the heart of the global sports betting ecosystem where Genius has deep, critical relationships with approximately 400 sports leagues and federations, over 650 sportsbook brands and over 170 marketing customers (which includes some of the aforementioned sportsbook brands).
Genius has a single operating segment that derives revenues from customers by providing access to Betting Content Technology, Content and Services, Media Technology Content and Services and Sports Technology and Services, and therefore has one reportable segment.
Genius’ Offerings
Sports Technology and Services. Genius builds and supplies technology and services that allow sports leagues to collect, analyze and monetize their data with added tools to deepen fan engagement. These tools include creation of fan-facing websites, rich statistical content such as team and player standings, immersive social media content, and its streaming product, a tool that allows sports leagues to automatically produce, distribute and commercialize live, A/V game content. Genius also provides sports leagues with bespoke monitoring technology and education services to help protect their competitions and athletes from threats of match fixing and betting-related corruption. Genius is a leading provider of cutting-edge data tracking and visualization solutions that partners with elite football and basketball clubs, leagues, federations, and media organizations around the world.
Genius’ technology has become essential to their partners’ operations, and it would be inefficient or unaffordable for most sports leagues to build similar technology themselves. In return for the provision of their essential technology, the sports leagues typically grant to Genius the official sports data and streaming rights to collect, distribute and monetize the official data or streaming content.
Betting Technology, Content and Services. Genius builds and supplies data-driven technology that powers sportsbooks globally. Genius’ offerings include official data, outsourced bookmaking, trading/risk management services and live A/V game content that is derived from its streaming partnerships with sports leagues.
Media Technology, Content and Services. Genius builds and supplies technology, services and data that enables sportsbooks, sports organizations, and other brands to target, engage and/or acquire sports fans as their customers in a highly effective and cost-efficient manner. Key services include the creation, delivery and measurement of personalized online marketing campaigns, all delivered using Genius’ proprietary technology and proven to help advertisers engage and acquire fans. Genius’ sports media solutions provide incremental revenue opportunities for stakeholders across the entire sports ecosystem.
Events under Official Sports Data and Streaming Rights
Genius establishes long-term, mutually beneficial relationships with sports leagues, federations and teams that enable its partners to collect, organize and communicate data internally (e.g., for coaching analysis) or externally (e.g., for posting on fan-facing websites) and grant to Genius the rights to collect, distribute and monetize official sports data. Genius seeks to maintain an optimal portfolio of data rights, from high-profile, widely followed sports events, such as the EPL, the NFL and other Tier 1 sports, to more specialized and less widely followed
23
events, such as non-European soccer, non-US basketball, professional volleyball and other Tier 2 to 4 sports. This provides Genius with global breadth and depth of coverage across all sports tiers, time zones, and geographic locations.
Data rights for Tier 1 sports, which include the most popular sports leagues, are typically acquired via formal tender processes and competitive bidding often resulting in high acquisition costs. For example, Genius’ UK soccer data rights contract, which runs through the end of the 2028–2029 season and NFL data rights contract, which runs through the end of the 2029 season, accounts for a majority of Genius’ third-party data rights fees. Genius believes that its inventory of selectively acquired Tier 1 data rights is important to establishing relationships with sportsbooks on beneficial terms.
Data rights for lower tier sports are typically acquired through long-term agreements with the respective leagues in exchange for Genius’ technology and software solutions (and, occasionally, cash fees). These non-Tier 1 sports are typically smaller leagues that are less prominent at a global level, although often are highly popular in their local countries or regions and often have large, localized fan bases. Genius estimates that these sports comprise approximately 95% of the total volume of sporting events offered to sportsbooks.
Genius’ events under official sports data and streaming rights form the backbone of its business model, and are a principal driver of revenue, particularly for the Betting Technology, Content and Services product line. Genius defines an “event” as a single sports match or competitive event. Genius’ rights to collect, distribute and monetize the data related to such events may be exclusive, co-exclusive (meaning that Genius shares collection, distribution, and monetization rights with one other company) or non-exclusive.
The following table presents Genius’ number of events under official sports data and streaming rights, and the portion thereof under exclusive rights, as of the dates indicated:
|
|
June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Events under official rights(1) |
|
|
199,853 |
|
|
|
152,678 |
|
Of which, exclusive |
|
|
111,050 |
|
|
|
119,511 |
|
(1) Genius had an additional 125,320 and no eSports events as of June 30, 2025 and 2024, respectively.
Genius believes that data under official sports data and streaming rights is critical to sportsbooks, as only official data provides guaranteed access to the fast and reliable data necessary for in-game betting. To remain competitive, sportsbooks must be able to operate and provide customers with betting content around-the-clock, every single day of the year. This requires an extensive and broad portfolio of data and other content from Tier 1 and Tier 2–4 sports events. Events under exclusive rights give Genius an added commercial advantage over competitors and serve as a barrier of entry, making Genius an essential provider to its customers.
Additionally, Genius collects, distributes, and monetizes data from additional sporting events where no official sports data and streaming rights have been granted or it is legally permissible to do so. Accordingly, the total number of events to which Genius delivers data to its customers in a given period may exceed its total inventory of events under official sports data and streaming rights.
Factors Affecting Comparability of Financial Information
Foreign Exchange Exposure
Genius’ results of operations between periods are affected by changes in foreign currency exchange rates. Genius’ assets and liabilities and results of operations are translated from each subsidiary’s functional currency into its reporting currency, the US Dollar (“USD”), using the average exchange rate during the relevant period for income and expense items and the period-end exchange rate for assets and liabilities.
The effect of translating Genius’ subsidiaries’ functional currency amounts into USD is reported in accumulated other comprehensive income within shareholders’ equity but is not reported in Genius’ condensed consolidated statements of operations. However, changes in exchange rates between periods directly impact the amount of revenue and expense reported by Genius, and its results of operations between periods may not be comparable. Genius estimates that a hypothetical 10% appreciation of the USD against Genius’ major currencies would have resulted in a $8.0 million and $6.7 million decrease in reported revenue for the three months ended June 30, 2025 and 2024, respectively, and a $14.8 million and $12.0 million decrease in reported revenue for the six months ended June 30, 2025 and 2024, respectively.
In addition, Genius is a global business that transacts with customers and vendors worldwide and makes and receives payments in several different currencies, and from time to time may also engage in intercompany transfers to and from its subsidiaries. Genius re-measures amounts payable or receivable on transactions denominated in currencies other than USD into USD and records the relevant gain or loss, which occurs due to timing differences between recognition of a transaction on the condensed consolidated statements of operations and the related payment or receipt, under the condensed consolidated statements of operations caption “gain (loss) on foreign currency.” Genius does not hedge its foreign currency translation or transaction exposure, though it may do so in the future.
24
NFL License Agreement
On April 1, 2021, the Company entered into a multi-year strategic partnership with NFL Enterprises LLC (“NFL”) (the “License Agreement”). On June 6, 2025, the Company extended the License Agreement through the end of the 2029 NFL season. Pursuant to the extended License Agreement, the Company issued the NFL an additional 9,500,000 warrants with each warrant entitling the NFL to purchase one ordinary share of the Company for an exercise price of $0.01 per warrant share. Of such additional warrants, 4,500,000 warrants vested on June 10, 2025 and 5,000,000 will vest on April 1, 2028, unless delayed at the sole discretion of the NFL to no later than August 2, 2029.
Seasonality
Genius’ products and services cover the entire sporting calendar, which from a global perspective is year-round. On the other hand, the relative importance of different sporting events varies based on the geographic locations in which Genius’ customers operate. Accordingly, Genius’ operations are subject to seasonal fluctuations that may result in revenue and cash flow volatility between fiscal quarters. For example, Genius’ revenue is typically impacted by the European soccer season calendars and the NFL season. Genius’ revenue trends may also be affected by the scheduling of major sporting events such as the FIFA World Cup or the cancellation or postponement of sporting events and races.
Key Components of Revenue and Expenses
Revenue
Genius generates revenue primarily through delivery of products and services to customers in connection with the following major product lines: Betting Technology, Content and Services, Media Technology, Content and Services, and Sports Technology and Services. The following table shows Genius’ revenue split by product line, for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Revenue by Product Line |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Betting Technology, Content and Services |
|
$ |
87,515 |
|
|
$ |
67,124 |
|
|
$ |
194,058 |
|
|
$ |
141,021 |
|
Media Technology, Content and Services |
|
|
18,602 |
|
|
|
17,953 |
|
|
|
44,495 |
|
|
|
53,428 |
|
Sports Technology and Services |
|
|
12,602 |
|
|
|
10,370 |
|
|
|
24,157 |
|
|
|
20,716 |
|
Total Revenue |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
Betting Technology, Content and Services — revenue is primarily generated through the delivery of official sports data for in-game and pre-match betting and outsourced bookmaking services through the Genius’ proprietary sportsbook platform. Customers access Genius’ sportsbook platform and associated services through the cloud over the contract term. Customer contracts are typically either on (i) a “fixed” basis, requiring customers to pay a guaranteed minimum recurring fee for a specified number of events, with incremental per-event fees thereafter or (ii) a “variable” basis, based on a percentage share of the customer’s Gross Gaming Revenue (“GGR”) or Net Gaming Revenue (“NGR”), typically with minimum payment guarantees. GGR represents the difference between the amount of money players wager and the amount that they win. NGR is jurisdiction specific but generally represents GGR after deducting expenses such as bonuses or promotion incentives granted to players, taxes or duty paid. Depending on the agreement the Company uses GGR or NGR to determine the amounts customers owe the Company. GGR is generally used by the gambling and betting industry to measure the industry’s growth, market size, and opportunities. Minimum guarantee amounts are generally recognized over the life of the contract on a straight-line basis, while generally variable fees based on profit sharing and per event overage fees are recognized as earned. Genius believes that its minimum payment guarantees provide for enhanced revenue visibility while the variable component of its contracts benefits Genius as its partners grow.
Media Technology, Content and Services — revenue is primarily generated from providing data-driven performance marketing technology and services, including personalized online marketing campaigns, to sportsbooks, sports leagues and federations, along with other global brands in the sports ecosystem. Genius typically offers its solutions on a fixed fee basis, which is generally prepaid by customers. Revenue is generally recognized over time as the services are performed using an input method based on costs to secure advertising space. Genius also provides customers with data driven video marketing capabilities, and a suite of technology solutions for digital fan engagement products and free-to-play games. Customers subscribe or access these products through hosted service over the contractual term in exchange for a fixed annual fee, subject to certain variable components.
Sports Technology and Services — revenue is primarily generated through the delivery of technology that enables sports leagues and federations to capture, manage and distribute their official sports data, along with other tools and services, including software updates and technical support. These software solutions are tailored for specific sports. In some instances, Genius receives noncash consideration in the
25
form of official sports data and streaming rights, along with other rights, in exchange for these services, particularly to non-Tier 1 sports organizations. The Company expenses the data and streaming rights in costs of revenue as “data and streaming rights,” which fully offsets the revenue recognized from the noncash consideration (i.e., the official sports leagues data and streaming rights) in the Sports Technology and Services agreements. Because there is not a readily determinable fair value for these unique data rights, Genius estimates the fair value of noncash consideration based on the standalone selling price of the services promised to customers. Revenue is recognized either ratably over the contract term or as the services are provided, by event or season, depending on the nature of the underlying promised product or service. Genius also provides sports teams and leagues with player tracking systems that capture and produce fast and accurate location data used to power new ways to understand, evaluate, improve and create content for their game, enhanced data analytics programs and real-time video augmentation services. Depending on the nature of the underlying product or service, revenue is recognized ratably over the contract term or recognized over time using an output method based on deliverables to the customer.
Costs and Expenses
Cost of revenue. Genius’ cost of revenue includes costs related to (i) amortization of intangible assets, mainly related to Genius’ capitalized internally developed software and acquired intangibles, (ii) fees for third-party data and streaming rights under executory contracts, including stock-based compensation for non-employees, (iii) data collection and production, third-party server and bandwidth and outsourced bookmaking, (iv) advertising costs directly associated with Genius’ Media Technology, Content and Services offerings, and (v) stock-based compensation for employees (including related employer payroll taxes).
Genius believes that its cost of revenue is highly scalable and can be leveraged over the longer term. While key components of cost of revenue, such as server and bandwidth costs and personnel costs related to revenue-generating activities, are variable, Genius expects them to grow at a slower pace than revenue. Other key costs, such as third-party data including those related to Genius’ EPL and NFL contracts, are typically fixed.
Sales and marketing. Sales and marketing expenses consist primarily of sales personnel costs, including compensation, stock-based compensation for employees (including related employer payroll taxes), commissions and benefits, amortization of costs to obtain a contract associated with capitalized commissions costs, event attendance, event sponsorships, marketing subscriptions, and facility costs.
Research and development. Research and development (“R&D”) expenses consist primarily of costs incurred for the development of new products related to Genius’ platform and services, as well as improving existing products and services. The costs incurred included related personnel salaries and benefits, stock-based compensation for employees (including related employer payroll taxes), travel and accommodation costs, facility costs, server and bandwidth costs, and amortization of production software costs.
R&D expenses can be volatile between periods, as Genius capitalizes a significant portion of its internally developed software costs, in periods where a product completes the preliminary project stage, and it is probable the project will be completed and performed as intended. Capitalized internally developed software costs are typically amortized in cost of revenue.
General and administrative. General and administrative expenses consist primarily of administrative personnel costs, including executive salaries, bonuses and benefits, stock-based compensation for employees (including related employer payroll taxes), professional services (including legal, regulatory and audit), subscriptions and software licenses and facility costs.
Transaction expenses. Transaction expenses consist primarily of advisory, legal, accounting, valuation, other professional or consulting fees in connection with Genius’ corporate development activities. Direct and indirect transaction expenses in a business combination are expensed as incurred when the service is received.
Income tax (expense) benefit. Genius accounts for income taxes using the asset and liability method whereby deferred income taxes are recognized for the tax consequences of temporary differences between the financial statement carrying amounts and the tax basis of the assets and liabilities. The provision for income taxes reflects income earned and taxed, mainly in jurisdictions outside the UK. See Note 14 – Income Taxes, to Genius’ unaudited condensed consolidated financial statements included elsewhere herein.
Gain from equity method investment. Gain from equity method investment represents the Company’s proportionate share of net earnings or losses recognized from the Company’s equity method investments.
26
Non-GAAP Financial Measures
This report on Form 6-K includes certain non-GAAP financial measures.
Adjusted EBITDA
Genius presents Adjusted EBITDA, a non-GAAP performance measure, to supplement its results presented in accordance with US GAAP. Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and other items that are unusual or not related to Genius’ revenue-generating operations, including but not limited to stock-based compensation expense (including related employer payroll taxes), litigation and related costs, transaction expenses and gain or loss on foreign currency.
Adjusted EBITDA is used by management to evaluate Genius’ core operating performance on a comparable basis and to make strategic decisions. Genius believes Adjusted EBITDA is useful to investors for the same reasons as well as in evaluating Genius’ operating performance against competitors, which commonly disclose similar performance measures. However, Genius’ calculation of Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies. Adjusted EBITDA is not intended to be a substitute for any US GAAP financial measure.
The following table presents a reconciliation of Genius’ Adjusted EBITDA to the most directly comparable US GAAP financial performance measure, which is net loss for the periods indicated:
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net, interest income |
|
|
(556 |
) |
|
|
(348 |
) |
|
|
(993 |
) |
|
|
(1,014 |
) |
Income tax expense (benefit) |
|
|
1,748 |
|
|
|
(1,314 |
) |
|
|
2,290 |
|
|
|
(214 |
) |
Amortization of acquired intangibles (1) |
|
|
2,182 |
|
|
|
9,024 |
|
|
|
4,364 |
|
|
|
19,228 |
|
Other depreciation and amortization (2) |
|
|
13,486 |
|
|
|
12,022 |
|
|
|
28,062 |
|
|
|
23,248 |
|
Stock-based compensation (3) |
|
|
84,991 |
|
|
|
17,568 |
|
|
|
102,303 |
|
|
|
25,237 |
|
Transaction expenses |
|
|
2,053 |
|
|
|
1,628 |
|
|
|
2,785 |
|
|
|
2,092 |
|
Litigation and related costs (4) |
|
|
10,547 |
|
|
|
1,149 |
|
|
|
13,915 |
|
|
|
2,348 |
|
(Gain) loss on foreign currency |
|
|
(26,992 |
) |
|
|
2,822 |
|
|
|
(39,241 |
) |
|
|
3,909 |
|
Other (5) |
|
|
639 |
|
|
|
38 |
|
|
|
2,586 |
|
|
|
174 |
|
Adjusted EBITDA |
|
$ |
34,150 |
|
|
$ |
20,797 |
|
|
$ |
53,925 |
|
|
$ |
27,675 |
|
27
Operating Results
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
The following table summarizes Genius’ consolidated results of operations for the periods indicated.
|
|
Three Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
In dollars |
|
|
In% |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Revenue |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
23,272 |
|
|
|
24 |
% |
Cost of revenue(1) |
|
|
109,832 |
|
|
|
67,079 |
|
|
|
42,753 |
|
|
|
64 |
% |
Gross profit |
|
|
8,887 |
|
|
|
28,368 |
|
|
|
(19,481 |
) |
|
|
(69 |
)% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing(1) |
|
|
14,299 |
|
|
|
9,661 |
|
|
|
4,638 |
|
|
|
48 |
% |
Research and development(1) |
|
|
8,726 |
|
|
|
7,214 |
|
|
|
1,512 |
|
|
|
21 |
% |
General and administrative(1) |
|
|
64,500 |
|
|
|
30,867 |
|
|
|
33,633 |
|
|
|
109 |
% |
Transaction expenses |
|
|
2,053 |
|
|
|
1,628 |
|
|
|
425 |
|
|
|
26 |
% |
Total operating expense |
|
|
89,578 |
|
|
|
49,370 |
|
|
|
40,208 |
|
|
|
81 |
% |
Loss from operations |
|
|
(80,691 |
) |
|
|
(21,002 |
) |
|
|
(59,689 |
) |
|
|
(284 |
)% |
Interest income, net |
|
|
556 |
|
|
|
348 |
|
|
|
208 |
|
|
|
60 |
% |
Loss on disposal of assets |
|
|
(1 |
) |
|
|
(12 |
) |
|
|
11 |
|
|
|
92 |
% |
Gain (loss) on foreign currency |
|
|
26,992 |
|
|
|
(2,822 |
) |
|
|
29,814 |
|
|
|
1,056 |
% |
Total other income (expense) |
|
|
27,547 |
|
|
|
(2,486 |
) |
|
|
30,033 |
|
|
|
1,208 |
% |
Loss before income taxes |
|
|
(53,144 |
) |
|
|
(23,488 |
) |
|
|
(29,656 |
) |
|
|
(126 |
)% |
Income tax (expense) benefit |
|
|
(1,748 |
) |
|
|
1,314 |
|
|
|
(3,062 |
) |
|
|
(233 |
)% |
Gain from equity method investment |
|
|
944 |
|
|
|
382 |
|
|
|
562 |
|
|
|
147 |
% |
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(32,156 |
) |
|
|
(148 |
)% |
|
|
Three Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
In dollars |
|
|
In% |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Cost of revenue |
|
$ |
43,919 |
|
|
$ |
176 |
|
|
$ |
43,743 |
|
|
|
24,854 |
% |
Sales and marketing |
|
|
3,633 |
|
|
|
1,589 |
|
|
|
2,044 |
|
|
|
129 |
% |
Research and development |
|
|
3,528 |
|
|
|
2,031 |
|
|
|
1,497 |
|
|
|
74 |
% |
General and administrative |
|
|
33,911 |
|
|
|
13,772 |
|
|
|
20,139 |
|
|
|
146 |
% |
Total stock-based compensation |
|
$ |
84,991 |
|
|
$ |
17,568 |
|
|
$ |
67,423 |
|
|
|
384 |
% |
Revenue
Revenue was $118.7 million for the three months ended June 30, 2025 compared to $95.4 million for the three months ended June 30, 2024. Revenue increased $23.3 million, or 24%.
Betting Technology, Content and Services revenue increased $20.4 million, or 30%, to $87.5 million for the three months ended June 30, 2025 from $67.1 million for the three months ended June 30, 2024. Growth in business with existing customers as a result of price increases on contract renewals and renegotiations powered by Genius’ official data rights strategy, expansion of value-add services, growth and expansion in existing markets, and new service offerings contributed $16.9 million to the increase, while another $3.5 million was attributable to new customer acquisitions.
Media Technology, Content and Services revenue increased $0.6 million, or 4%, to $18.6 million for the three months ended June 30, 2025 from $18.0 million for the three months ended June 30, 2024, driven by higher programmatic services.
Sports Technology and Services revenue increased $2.2 million, or 22%, to $12.6 million for the three months ended June 30, 2025 from $10.4 million for the three months ended June 30, 2024, primarily driven by an increase in sales of products built on GeniusIQ technology. Revenue for contracts where Genius receives non-cash consideration in the form of official sports data and streaming rights was $4.2 million in the three months ended June 30, 2025 compared to $3.9 million in the three months ended June 30, 2024.
28
Cost of revenue
Cost of revenue was $109.8 million for the three months ended June 30, 2025, compared to $67.1 million for the three months ended June 30, 2024. The $42.8 million increase in cost of revenue includes a $43.7 million increase in stock-based compensation. Excluding stock-based compensation, cost of revenue decreased $1.0 million, which was primarily driven by lower depreciation and amortization, partially offset by higher fees paid for data rights, increased amortization of internally developed software costs and higher staff costs.
Data and streaming rights costs were $25.4 million for the three months ended June 30, 2025, compared to $22.1 million for the three months ended June 30, 2024. The $3.4 million increase was driven primarily by Genius’ official data rights strategy.
Media direct costs were $9.2 million for the three months ended June 30, 2025, compared to $8.8 million for the three months ended June 30, 2024. The $0.4 million increase was driven by higher programmatic revenues.
Amortization of capitalized software development costs was $11.9 million for the three months ended June 30, 2025, compared to $10.2 million for the three months ended June 30, 2024. The $1.7 million increase was driven primarily by Genius’ continued investment in new product offerings resulting in increased capitalization of internally developed software costs. Other amortization and depreciation was $2.9 million for the three months ended June 30, 2025, compared to $9.9 million for the three months ended June 30, 2024. The decrease was due to certain historically acquired intangible assets being fully amortized during the second and third quarter of fiscal year 2024.
Sales and marketing
Sales and marketing expenses were $14.3 million for the three months ended June 30, 2025, compared to $9.7 million for the three months ended June 30, 2024. The $4.6 million increase includes a $2.0 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $2.6 million was primarily driven by higher staff and overhead costs.
Research and development
Research and development expenses were $8.7 million for the three months ended June 30, 2025, compared to $7.2 million for the three months ended June 30, 2024. The $1.5 million increase is primarily due to an increase in stock-based compensation related to equity awards issued to management and employees.
General and administrative
General and administrative expenses were $64.5 million for the three months ended June 30, 2025, compared to $30.9 million for the three months ended June 30, 2024. The $33.6 million increase includes a $20.1 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $13.5 million was driven by higher litigation and related costs and corporate overheads.
Transaction expenses
Transaction expenses were $2.1 million for the three months ended June 30, 2025 and $1.6 million for the three months ended June 30, 2024. Transaction expenses in the three months ended June 30, 2025 related to corporate transactions. Transaction expenses in the three months ended June 30, 2024 related to corporate transactions, including the Credit Agreement.
Interest income, net
Interest income, net was $0.6 million for the three months ended June 30, 2025, compared to interest income, net of $0.3 million for the three months ended June 30, 2024. The movement is primarily due to higher interest earned on cash and cash equivalents.
Gain (loss) on foreign currency
Genius recorded a foreign currency gain of $27.0 million and a foreign currency loss of $2.8 million for the three months ended June 30, 2025 and 2024, respectively, mainly due to movements in exchange rates other than the functional currency of Genius’ main operating entities during those periods.
Income tax (expense) benefit
Income tax expense was $1.7 million for the three months ended June 30, 2025 and income tax benefit was $1.3 million for the three months ended June 30, 2024. The $3.1 million change to tax expense was primarily due to the effect of increased taxable profits.
29
Gain from equity method investment
Gain from equity method investment was $0.9 million and $0.4 million for the three months ended June 30, 2025 and 2024, respectively, due to Genius' share of profits from its equity investment in CFL Ventures.
Net loss
Net loss was $53.9 million and net loss was $21.8 million for the three months ended June 30, 2025 and 2024, respectively.
30
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
The following table summarizes Genius’ consolidated results of operations for the periods indicated.
|
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
In dollars |
|
|
In% |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Revenue |
|
$ |
262,710 |
|
|
$ |
215,165 |
|
|
$ |
47,545 |
|
|
|
22 |
% |
Cost of revenue(1) |
|
|
218,621 |
|
|
|
173,990 |
|
|
|
44,631 |
|
|
|
26 |
% |
Gross profit |
|
|
44,089 |
|
|
|
41,175 |
|
|
|
2,914 |
|
|
|
7 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing(1) |
|
|
25,712 |
|
|
|
18,076 |
|
|
|
7,636 |
|
|
|
42 |
% |
Research and development(1) |
|
|
17,672 |
|
|
|
13,835 |
|
|
|
3,837 |
|
|
|
28 |
% |
General and administrative(1) |
|
|
99,035 |
|
|
|
52,452 |
|
|
|
46,583 |
|
|
|
89 |
% |
Transaction expenses |
|
|
2,785 |
|
|
|
2,092 |
|
|
|
693 |
|
|
|
33 |
% |
Total operating expense |
|
|
145,204 |
|
|
|
86,455 |
|
|
|
58,749 |
|
|
|
68 |
% |
Loss from operations |
|
|
(101,115 |
) |
|
|
(45,280 |
) |
|
|
(55,835 |
) |
|
|
(123 |
)% |
Interest income, net |
|
|
993 |
|
|
|
1,014 |
|
|
|
(21 |
) |
|
|
(2 |
)% |
Loss on disposal of assets |
|
|
(13 |
) |
|
|
(19 |
) |
|
|
6 |
|
|
|
32 |
% |
Gain (loss) on foreign currency |
|
|
39,241 |
|
|
|
(3,909 |
) |
|
|
43,150 |
|
|
|
1,104 |
% |
Total other income (expense) |
|
|
40,221 |
|
|
|
(2,914 |
) |
|
|
43,135 |
|
|
|
1,480 |
% |
Loss before income taxes |
|
|
(60,894 |
) |
|
|
(48,194 |
) |
|
|
(12,700 |
) |
|
|
(26 |
)% |
Income tax (expense) benefit |
|
|
(2,290 |
) |
|
|
214 |
|
|
|
(2,504 |
) |
|
|
(1,170 |
)% |
Gain from equity method investment |
|
|
1,038 |
|
|
|
647 |
|
|
|
391 |
|
|
|
60 |
% |
Net loss |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
|
$ |
(14,813 |
) |
|
|
(31 |
)% |
|
|
Six Months Ended June 30, |
|
|
Variance |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
In dollars |
|
|
In% |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Cost of revenue |
|
$ |
44,021 |
|
|
$ |
350 |
|
|
$ |
43,671 |
|
|
|
12,477 |
% |
Sales and marketing |
|
|
5,742 |
|
|
|
2,345 |
|
|
|
3,397 |
|
|
|
145 |
% |
Research and development |
|
|
6,231 |
|
|
|
3,150 |
|
|
|
3,081 |
|
|
|
98 |
% |
General and administrative |
|
|
46,309 |
|
|
|
19,392 |
|
|
|
26,917 |
|
|
|
139 |
% |
Total stock-based compensation |
|
$ |
102,303 |
|
|
$ |
25,237 |
|
|
$ |
77,066 |
|
|
|
305 |
% |
Revenue
Revenue was $262.7 million for the six months ended June 30, 2025 compared to $215.2 million for the six months ended June 30, 2024. Revenue increased $47.5 million, or 22%.
Betting Technology, Content and Services revenue increased $53.0 million, or 38%, to $194.1 million for the six months ended June 30, 2025 from $141.0 million for the six months ended June 30, 2024. Growth in business with existing customers as a result of price increases on contract renewals and renegotiations powered by Genius’ official data rights strategy, expansion of value-add services, growth and expansion in existing markets, and new service offerings contributed $45.5 million to the increase, while another $7.6 million was attributable to new customer acquisitions.
Media Technology, Content and Services revenue decreased $8.9 million, or 17%, to $44.5 million for the six months ended June 30, 2025 from $53.4 million for the six months ended June 30, 2024, driven by lower programmatic and social advertising spend from sportsbook operators in the first quarter of fiscal year 2025.
Sports Technology and Services revenue increased $3.4 million, or 17%, to $24.2 million for the six months ended June 30, 2025 from $20.7 million for the six months ended June 30, 2024, primarily driven by an increase in sales of products built on GeniusIQ technology. Revenue for contracts where Genius receives non-cash consideration in the form of official sports data and streaming rights was $7.2 million in the six months ended June 30, 2025 compared to $7.3 million in the six months ended June 30, 2024.
31
Cost of revenue
Cost of revenue was $218.6 million for the six months ended June 30, 2025, compared to $174.0 million for the six months ended June 30, 2024. The $44.6 million increase in cost of revenue includes a $43.7 million increase in stock-based compensation. The remaining increase of $1.0 million was primarily driven by higher fees paid for data rights and increased amortization of internally developed software costs, partially offset by lower media direct costs and other depreciation and amortization.
Data and streaming rights costs were $84.9 million for the six months ended June 30, 2025, compared to $72.7 million for the six months ended June 30, 2024. The $12.2 million increase was driven primarily by Genius’ official data rights strategy.
Media direct costs were $24.8 million for the six months ended June 30, 2025, compared to $27.1 million for the six months ended June 30, 2024. The $2.3 million decrease was driven by lower programmatic and social advertising revenues.
Amortization of capitalized software development costs was $24.1 million for the six months ended June 30, 2025, compared to $19.7 million for the six months ended June 30, 2024. The $4.4 million increase was driven primarily by Genius’ continued investment in new product offerings resulting in increased capitalization of internally developed software costs. Other amortization and depreciation was $6.5 million for the six months ended June 30, 2025, compared to $20.9 million for the six months ended June 30, 2024. The decrease was due to certain historically acquired intangible assets being fully amortized during the second and third quarter of fiscal year 2024.
Sales and marketing
Sales and marketing expenses were $25.7 million for the six months ended June 30, 2025, compared to $18.1 million for the six months ended June 30, 2024. The $7.6 million increase includes a $3.4 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $4.2 million was primarily driven by higher staff and overhead costs.
Research and development
Research and development expenses were $17.7 million for the six months ended June 30, 2025, compared to $13.8 million for the six months ended June 30, 2024. The $3.8 million increase includes a $3.1 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $0.7 million was primarily driven by higher staff costs.
General and administrative
General and administrative expenses were $99.0 million for the six months ended June 30, 2025, compared to $52.5 million for the six months ended June 30, 2024. The $46.6 million increase includes a $26.9 million increase in stock-based compensation related to equity awards issued to management and employees. The remaining increase of $19.7 million was driven by higher staff costs, litigation and related costs and corporate overheads.
Transaction expenses
Transaction expenses were $2.8 million for the six months ended June 30, 2025 and $2.1 million for the six months ended June 30, 2024. Transaction expenses in the six months ended June 30, 2025 related to corporate transactions, including the underwritten public offering and the amendment to the Credit Agreement. Transaction expenses in the six months ended June 30, 2024 related to corporate transactions, including the Credit Agreement.
Interest income, net
Interest income, net was $1.0 million for the six months ended June 30, 2025 and 2024.
Gain (loss) on foreign currency
Genius recorded a foreign currency gain of $39.2 million and a foreign currency loss of $3.9 million for the six months ended June 30, 2025 and 2024, respectively, mainly due to movements in exchange rates other than the functional currency of Genius’ main operating entities during those periods.
Income tax (expense) benefit
Income tax expense was $2.3 million for the six months ended June 30, 2025 and income tax benefit was $0.2 million for the six months ended June 30, 2024. The $2.5 million change to income tax expense was primarily due to the effect of increased taxable profits.
32
Gain from equity method investment
Gain from equity method investment was $1.0 million and $0.6 million for the six months ended June 30, 2025 and 2024, respectively, due to Genius' share of profits from its equity investment in CFL Ventures.
Net loss
Net loss was $62.1 million and net loss was $47.3 million for the six months ended June 30, 2025 and 2024, respectively.
Liquidity and Capital Resources
Genius measures liquidity in terms of its ability to fund the cash requirements of its business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations and other sources of funding. Genius’ current working capital needs relate mainly to launching its product offerings and acquiring new data rights in new geographies, as well as compensation and benefits of its employees. Genius’ recurring capital expenditures consist primarily of internally developed software costs and property and equipment (such as buildings, IT equipment, and furniture and fixtures). Genius’ ability to expand and grow its business will depend on many factors, including its working capital needs and the evolution of its operating cash flows.
Genius cannot guarantee that its available cash resources will be sufficient to meet its liquidity needs. Genius may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions or competitive pressures. Genius believes that its cash on hand, in addition to amounts available under the Credit Agreement, will be sufficient to meet its working capital and capital expenditure requirements for the next twelve months. To the extent that its current resources are insufficient to satisfy its cash requirements, Genius may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than expected, Genius may be forced to decrease its level of investment in new product launches and related marketing initiatives or to scale back its existing operations, which could have an adverse impact on its business and financial prospects.
Share Repurchase Program
On May 1, 2025, the Board of Directors approved a share repurchase program to repurchase up to $100.0 million of ordinary shares of the Company.
The timing and actual number of shares repurchased depends on a variety of factors, including price, general business and market conditions, and alternative investment opportunities, and is subject to the resolution of the shareholders adopted at the Company's Annual General Meeting on December 12, 2024 regarding the conditions for share repurchases and any subsequent shareholder resolutions regarding the Company’s repurchase of its shares. The share repurchase program does not obligate the Company to acquire any particular amount of ordinary shares, and the share repurchase program may be suspended or discontinued at any time at the Company’s discretion.
The Company did not repurchase any shares in the three and six months ended June 30, 2025, and the share repurchase program remains active.
Debt
Genius had less than $0.1 million and less than $0.1 million in debt outstanding as of June 30, 2025 and December 31, 2024, respectively.
In April 2024, Genius entered into a Credit Agreement with Citibank, N.A. and Deutsche Bank Securities Inc., in connection with a $90.0 million senior secured revolving credit facility (the “Credit Agreement”), which was amended in July 2024 to include an additional $30.0 million contribution from Goldman Sachs Bank USA, and amended in March 2025 to include an additional $30.0 million contribution from Barclays Bank PLC and an additional $30.0 million contribution from Citizens Bank, N.A., increasing the total facility size to $180.0 million. The Credit Agreement was undrawn as at June 30, 2025.
During the second and third quarters of fiscal year 2024, the Company utilized the Credit Agreement to issue two letters of credit to a supplier to the value of GBP £46.0 million ($63.1 million). During the first quarter of fiscal year 2025, the Company utilized the Credit Agreement to increase the letter of credit to the same supplier to the value of GBP £92.0 million ($126.1 million). The issuance of letters of credit under the terms of the Credit Agreement reduces the available borrowing capacity of the facility but is not considered as a drawdown against the facility and does not constitute outstanding borrowings of the Company.
As of June 30, 2025, the Company had no outstanding borrowings under the Credit Agreement. As of June 30, 2025, the available facility value was $53.9 million.
33
Cash Flows
The following table summarizes Genius’ cash flows for the periods indicated:
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
|
|
(dollars, in thousands) |
|
|||||
Net cash used in operating activities |
|
$ |
(29,763 |
) |
|
$ |
(1,184 |
) |
Net cash used in investing activities |
|
|
(34,864 |
) |
|
|
(26,889 |
) |
Net cash provided by (used in) financing activities |
|
|
143,989 |
|
|
|
(7,584 |
) |
Operating activities
Net cash used in operating activities increased $28.6 million to $29.8 million for the six months ended June 30, 2025 compared to net cash used in operating activities of $1.2 million for the six months ended June 30, 2024. The increase in net cash used in operating activities was a result of unfavorable changes in working capital of $34.4 million offset by an improved net loss, adjusted for non-cash items, in 2025 compared to 2024, of $5.8 million. In the six months ended June 30, 2025, sustained revenue growth of 22% primarily from the improved performance from our Betting Technology, Content and Services was more than offset by higher stock-based compensation of $73.7 million, contributing to a $14.8 million increase in net loss compared to the six months ended June 30, 2024. The increase in net loss was offset by an increase in non-cash items of $20.6 million, which was primarily due to higher stock-based compensation of $73.7 million, offset by a change in foreign currency remeasurement of $42.9 million and a decrease in depreciation and amortization of $10.2 million. Cash flows used in operating activities from changes in working capital were $59.1 million in the six months ended June 30, 2025, compared to $24.7 million in the six months ended June 30, 2024. This $34.4 million outflow from changes in working capital in 2025 compared to 2024 was primarily attributable to the following factors: (i) a $23.2 million outflow from changes in contract assets, due to the timing of customer invoicing; (ii) a $12.5 million outflow from changes in prepaid expenses, primarily due to the timing of supplier payments; (iii) a $10.2 million outflow from changes in accrued expenses, primarily due to the timing of supplier invoices; and (iv) a $6.2 million outflow from changes in deferred revenue, primarily due to Betting Technology, Content and Services revenues; offset by (v) a $11.4 million benefit from changes in accounts payable, primarily due to the timing of supplier payments; and (vi) a $4.3 million inflow from changes in other assets, primarily due to the timing of deposits with suppliers. Certain other items combined to result in an additional $2.0 million benefit from changes in working capital.
Investing activities
Net cash used in investing activities was $34.9 million and $26.9 million in the six months ended June 30, 2025 and 2024, respectively. In the six months ended June 30, 2025, investing cash flows primarily reflected internally developed software costs and purchases of intangible assets of $29.3 million and purchases of property and equipment of $8.4 million, offset by distributions from equity method investments of $2.8 million. In the six months ended June 30, 2024, investing cash flows primarily reflected internally developed software costs of $23.9 million and purchases of property and equipment of $4.6 million, offset by distributions from equity method investments of $1.6 million.
Financing activities
Net cash provided by financing activities was $144.0 million and net cash used in financing activities was $7.6 million in the six months ended June 30, 2025 and 2024, respectively. In the six months ended June 30, 2025, financing cash flows primarily reflect the issuance of 17,647,059 ordinary shares after completing an underwritten public offering, resulting in net proceeds of of $144.0 million. In the six months ended June 30, 2024, financing cash flows primarily reflect the settlement of promissory notes of $7.6 million.
34
Critical Accounting Estimates
Preparation of the financial statements requires Genius’ management to make judgments, estimates and assumptions that impact the reported amount of revenue and expenses, assets and liabilities and the disclosure of contingent assets and liabilities. Management considers an accounting judgment, estimate or assumption to be critical when (1) the estimate or assumption is complex in nature or requires a high degree of judgment and (2) the use of different judgments, estimates and assumptions could have a material impact on Genius’ consolidated financial statements. Genius’ significant accounting estimates include the following:
Recently Adopted and Issued Accounting Pronouncements
Recently issued and adopted accounting pronouncements are described in Note 1 – Description of Business and Summary of Significant Accounting Policies, to Genius’ unaudited condensed consolidated financial statements included elsewhere in this report on Form 6-K.
Quantitative and Qualitative Disclosures about Market Risk
Genius’ primary and currently only material market risk exposure is to foreign currency exchange. See “Factors Affecting Comparability of Financial Information–Foreign Exchange Exposure” above for additional information about Genius’ foreign currency exposure and sensitivity analysis.
Legal Proceedings
In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters relating to our operations. See Note 16 – Commitments and Contingencies to Genius’ condensed consolidated financial statements appearing elsewhere herein. If accruals are not appropriate, we further evaluate each legal proceeding to assess whether an estimate of the possible loss or range of possible loss can be made. The results of any current or future legal proceedings cannot be predicted with certainty and, regardless of the outcome, could have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Risk Factors
There have been no material changes from the risk factors described in the section titled “Risk Factors” in our 2024 20-F.
Recent Developments
Chief Financial Officer Transition
On August 6, 2025, Genius announced the appointment of Bryan Castellani as Chief Financial Officer, effective October 1, 2025. Mr. Castellani is a seasoned financial executive with over two decades of experience with some of the world’s most recognized media organizations, including ESPN, The Walt Disney Company, and most recently, Warner Music Group, where he served as Executive Vice President and CFO. Outgoing Chief Financial Officer, Nick Taylor will remain with Genius Sports during the transition.
35
Exhibit 99.2
Genius Sports Reports 24% Group Revenue Growth, Record Group Adj. EBITDA and Increased Full-Year 2025 Guidance
LONDON & NEW YORK, August 6, 2025 – Genius Sports Limited (NYSE:GENI) (“Genius Sports,” "Genius" or the “Group”), the official data, technology and broadcast partner that powers the global ecosystem connecting sports, betting and media, today announced financial results for its fiscal second quarter ended June 30, 2025.
“Our new partnerships with Serie A and European Leagues further demonstrate the strength of our technology and how it is fundamentally transforming the traditional rights model,” said Mark Locke, Genius Sports Co-Founder and CEO. “Additionally, our extended and expanded partnership with the NFL reinforces our confidence in the long-term model, paving the way for continued margin expansion and cash flow growth for the foreseeable future. The strong momentum and new commercial successes across Betting, Media and Sports underpin our increased full-year 2025 guidance.”
$ in thousands |
|
Q225 |
|
|
Q224 |
|
|
% |
|||||
Group Revenue |
|
|
118,719 |
|
|
|
95,447 |
|
|
|
24.4 |
% |
|
Betting Technology, Content & Services |
|
|
87,515 |
|
|
|
67,124 |
|
|
|
30.4 |
% |
|
Media Technology, Content & Services |
|
|
18,602 |
|
|
|
17,953 |
|
|
|
3.6 |
% |
|
Sports Technology & Services |
|
|
12,602 |
|
|
|
10,370 |
|
|
|
21.5 |
% |
|
Group Net Loss |
|
|
(53,948 |
) |
|
|
(21,792 |
) |
|
|
(147.6 |
%) |
|
Group Adjusted EBITDA |
|
|
34,150 |
|
|
|
20,797 |
|
|
|
64.2 |
% |
|
Group Adjusted EBITDA Margin |
|
|
28.8 |
% |
|
|
21.8 |
% |
|
|
700 |
bps |
|
|
|
|
|
|
|
|
|
|
|
|
|||
$ in thousands |
|
YTD25 |
|
|
YTD24 |
|
|
% |
|||||
Group Revenue |
|
|
262,710 |
|
|
|
215,165 |
|
|
|
22.1 |
% |
|
Betting Technology, Content & Services |
|
|
194,058 |
|
|
|
141,021 |
|
|
|
37.6 |
% |
|
Media Technology, Content & Services |
|
|
44,495 |
|
|
|
53,428 |
|
|
|
(16.7 |
%) |
|
Sports Technology & Services |
|
|
24,157 |
|
|
|
20,716 |
|
|
|
16.6 |
% |
|
Group Net Loss |
|
|
(62,146 |
) |
|
|
(47,333 |
) |
|
|
(31.3 |
%) |
|
Group Adjusted EBITDA |
|
|
53,925 |
|
|
|
27,675 |
|
|
|
94.9 |
% |
|
Group Adjusted EBITDA Margin |
|
|
20.5 |
% |
|
|
12.9 |
% |
|
|
760 |
bps |
|
Q2 2025 Financial Highlights
Q2 2025 Business Highlights
Financial Outlook
Genius Sports expects to generate Group Revenue of approximately $645 million and Group Adjusted EBITDA of approximately $135 million in 2025. This implies year-over-year Group Revenue and Adj. EBITDA growth of 26% and 57%, respectively. This assumes approximately 30% growth in Betting Technology, Content & Services Revenue and at least 20% growth in Media Technology, Content & Services Revenue. Genius Sports also expects to increase its positive annual cash flow in the full year of 2025.
Appointment of new Chief Financial Officer
Genius Sports is pleased to announce the appointment of Bryan Castellani as Chief Financial Officer, effective October 1, 2025. Bryan is a seasoned financial executive with over two decades of experience with some of the world’s most recognized media organizations, including ESPN, The Walt Disney Company, and most recently, Warner Music Group, where he served as Executive Vice President and CFO. His deep financial expertise and leadership will support Genius Sports as it becomes increasingly profitable and cash generative. Outgoing Chief Financial Officer, Nick Taylor, will remain with Genius Sports during the transition to ensure a smooth and seamless handover.
Financial Statements & Reconciliation Tables
Genius Sports Limited
Condensed Consolidated Statements of Operations
(Unaudited)
(Amounts in thousands, except share and per share data)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Revenue |
|
$ |
118,719 |
|
|
$ |
95,447 |
|
|
$ |
262,710 |
|
|
$ |
215,165 |
|
Cost of revenue |
|
|
109,832 |
|
|
|
67,079 |
|
|
|
218,621 |
|
|
|
173,990 |
|
Gross profit |
|
|
8,887 |
|
|
|
28,368 |
|
|
|
44,089 |
|
|
|
41,175 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales and marketing |
|
|
14,299 |
|
|
|
9,661 |
|
|
|
25,712 |
|
|
|
18,076 |
|
Research and development |
|
|
8,726 |
|
|
|
7,214 |
|
|
|
17,672 |
|
|
|
13,835 |
|
General and administrative |
|
|
64,500 |
|
|
|
30,867 |
|
|
|
99,035 |
|
|
|
52,452 |
|
Transaction expenses |
|
|
2,053 |
|
|
|
1,628 |
|
|
|
2,785 |
|
|
|
2,092 |
|
Total operating expenses |
|
|
89,578 |
|
|
|
49,370 |
|
|
|
145,204 |
|
|
|
86,455 |
|
Loss from operations |
|
|
(80,691 |
) |
|
|
(21,002 |
) |
|
|
(101,115 |
) |
|
|
(45,280 |
) |
Interest income, net |
|
|
556 |
|
|
|
348 |
|
|
|
993 |
|
|
|
1,014 |
|
Loss on disposal of assets |
|
|
(1 |
) |
|
|
(12 |
) |
|
|
(13 |
) |
|
|
(19 |
) |
Gain (loss) on foreign currency |
|
|
26,992 |
|
|
|
(2,822 |
) |
|
|
39,241 |
|
|
|
(3,909 |
) |
Total other income (expense) |
|
|
27,547 |
|
|
|
(2,486 |
) |
|
|
40,221 |
|
|
|
(2,914 |
) |
Loss before income taxes |
|
|
(53,144 |
) |
|
|
(23,488 |
) |
|
|
(60,894 |
) |
|
|
(48,194 |
) |
Income tax (expense) benefit |
|
|
(1,748 |
) |
|
|
1,314 |
|
|
|
(2,290 |
) |
|
|
214 |
|
Gain from equity method investment |
|
|
944 |
|
|
|
382 |
|
|
|
1,038 |
|
|
|
647 |
|
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
$ |
(0.21 |
) |
|
$ |
(0.09 |
) |
|
$ |
(0.25 |
) |
|
$ |
(0.21 |
) |
Weighted average common stock outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
253,220,241 |
|
|
|
229,464,001 |
|
|
|
250,839,507 |
|
|
|
229,395,387 |
|
Genius Sports Limited
Condensed Consolidated Balance Sheets
(Amounts in thousands, except share and per share data)
|
|
(Unaudited) |
|
|
|
|
||
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2025 |
|
|
2024 |
|
||
ASSETS |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
221,561 |
|
|
$ |
110,213 |
|
Restricted cash, current |
|
|
— |
|
|
|
25,026 |
|
Accounts receivable, net |
|
|
83,750 |
|
|
|
85,491 |
|
Contract assets |
|
|
41,470 |
|
|
|
30,632 |
|
Prepaid expenses |
|
|
37,322 |
|
|
|
27,333 |
|
Other current assets |
|
|
11,627 |
|
|
|
9,902 |
|
Total current assets |
|
|
395,730 |
|
|
|
288,597 |
|
Property and equipment, net |
|
|
24,291 |
|
|
|
19,016 |
|
Intangible assets, net |
|
|
116,331 |
|
|
|
115,539 |
|
Operating lease right-of-use assets |
|
|
30,408 |
|
|
|
7,488 |
|
Goodwill |
|
|
326,011 |
|
|
|
326,011 |
|
Deferred tax asset |
|
|
1,453 |
|
|
|
1,192 |
|
Investments |
|
|
29,974 |
|
|
|
31,717 |
|
Other assets |
|
|
3,580 |
|
|
|
2,706 |
|
Total assets |
|
$ |
927,778 |
|
|
$ |
792,266 |
|
LIABILITIES AND SHAREHOLDERS’ EQUITY |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
30,120 |
|
|
$ |
36,661 |
|
Accrued expenses |
|
|
64,154 |
|
|
|
79,172 |
|
Deferred revenue |
|
|
60,641 |
|
|
|
73,388 |
|
Current debt |
|
|
10 |
|
|
|
19 |
|
Operating lease liabilities, current |
|
|
3,757 |
|
|
|
3,003 |
|
Other current liabilities |
|
|
8,946 |
|
|
|
9,327 |
|
Total current liabilities |
|
|
167,628 |
|
|
|
201,570 |
|
Deferred tax liability |
|
|
13,196 |
|
|
|
13,802 |
|
Operating lease liabilities, non-current |
|
|
26,807 |
|
|
|
4,489 |
|
Total liabilities |
|
|
207,631 |
|
|
|
219,861 |
|
Shareholders’ equity |
|
|
|
|
|
|
||
Common stock, $0.01 par value, unlimited shares authorized, 242,547,168 shares issued and 238,441,220 shares outstanding at June 30, 2025; unlimited shares authorized, 215,261,974 shares issued and 211,156,026 shares outstanding at December 31, 2024 |
|
|
2,425 |
|
|
|
2,153 |
|
B Shares, $0.0001 par value, 22,500,000 shares authorized, 14,500,000 shares issued and outstanding at June 30, 2025; 22,500,000 shares authorized, 18,500,000 shares issued and outstanding at December 31, 2024 |
|
|
1 |
|
|
|
2 |
|
Additional paid-in capital |
|
|
1,941,470 |
|
|
|
1,700,065 |
|
Treasury stock, at cost, 4,105,948 shares at June 30, 2025 and December 31, 2024 |
|
|
(17,653 |
) |
|
|
(17,653 |
) |
Accumulated deficit |
|
|
(1,149,673 |
) |
|
|
(1,087,527 |
) |
Accumulated other comprehensive loss |
|
|
(56,423 |
) |
|
|
(24,635 |
) |
Total shareholders’ equity |
|
|
720,147 |
|
|
|
572,405 |
|
Total liabilities and shareholders’ equity |
|
$ |
927,778 |
|
|
$ |
792,266 |
|
Genius Sports Limited
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(Amounts in thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
2025 |
|
|
2024 |
|
||
Cash Flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
31,674 |
|
|
|
41,877 |
|
Loss on disposal of assets |
|
|
13 |
|
|
|
19 |
|
Stock-based compensation |
|
|
97,676 |
|
|
|
23,938 |
|
Non-cash consideration, net |
|
|
— |
|
|
|
(280 |
) |
Non-cash lease expense |
|
|
2,066 |
|
|
|
1,889 |
|
Amortization of contract costs |
|
|
752 |
|
|
|
599 |
|
Deferred income taxes |
|
|
(867 |
) |
|
|
— |
|
Allowance for expected credit losses |
|
|
173 |
|
|
|
(411 |
) |
Gain from equity method investment |
|
|
(1,038 |
) |
|
|
(647 |
) |
(Gain) loss on foreign currency remeasurement |
|
|
(38,976 |
) |
|
|
3,889 |
|
Changes in operating assets and liabilities |
|
|
|
|
|
|
||
Accounts receivable |
|
|
1,569 |
|
|
|
2,439 |
|
Contract assets |
|
|
(10,838 |
) |
|
|
12,395 |
|
Prepaid expenses |
|
|
(10,111 |
) |
|
|
2,438 |
|
Other current assets |
|
|
(2,003 |
) |
|
|
(6,318 |
) |
Other assets |
|
|
(1,230 |
) |
|
|
(755 |
) |
Accounts payable |
|
|
(6,541 |
) |
|
|
(17,917 |
) |
Accrued expenses |
|
|
(15,018 |
) |
|
|
(4,868 |
) |
Deferred revenue |
|
|
(12,747 |
) |
|
|
(6,584 |
) |
Other current liabilities |
|
|
(381 |
) |
|
|
(3,643 |
) |
Operating lease liabilities |
|
|
(1,790 |
) |
|
|
(1,911 |
) |
Net cash used in operating activities |
|
|
(29,763 |
) |
|
|
(1,184 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
||
Purchases of property and equipment |
|
|
(8,397 |
) |
|
|
(4,594 |
) |
Capitalization of internally developed software costs |
|
|
(28,814 |
) |
|
|
(23,856 |
) |
Distributions from equity method investments |
|
|
2,787 |
|
|
|
1,561 |
|
Purchases of intangible assets |
|
|
(449 |
) |
|
|
— |
|
Proceeds from disposal of assets |
|
|
9 |
|
|
|
— |
|
Net cash used in investing activities |
|
|
(34,864 |
) |
|
|
(26,889 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Proceeds from issuance of common shares, net of equity issuance costs |
|
|
144,000 |
|
|
|
— |
|
Repayment of loans and mortgage |
|
|
(11 |
) |
|
|
(9 |
) |
Repayment of promissory notes |
|
|
— |
|
|
|
(7,575 |
) |
Net cash provided by (used in) financing activities |
|
|
143,989 |
|
|
|
(7,584 |
) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash |
|
|
6,960 |
|
|
|
2,881 |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
86,322 |
|
|
|
(32,776 |
) |
Cash, cash equivalents and restricted cash at beginning of period |
|
|
135,239 |
|
|
|
125,793 |
|
Cash, cash equivalents and restricted cash at end of period |
|
$ |
221,561 |
|
|
$ |
93,017 |
|
Supplemental disclosure of cash activities: |
|
|
|
|
|
|
||
Cash paid during the period for interest |
|
$ |
1,630 |
|
|
$ |
178 |
|
Cash paid during the period for income taxes |
|
$ |
1,684 |
|
|
$ |
715 |
|
Genius Sports Limited
Reconciliation of U.S. GAAP Net loss to Adjusted EBITDA
(Unaudited)
(Amounts in thousands)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
|
|
(dollars, in thousands) |
|
|||||||||||||
Net loss |
|
$ |
(53,948 |
) |
|
$ |
(21,792 |
) |
|
$ |
(62,146 |
) |
|
$ |
(47,333 |
) |
Adjusted for: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net, interest income |
|
|
(556 |
) |
|
|
(348 |
) |
|
|
(993 |
) |
|
|
(1,014 |
) |
Income tax expense (benefit) |
|
|
1,748 |
|
|
|
(1,314 |
) |
|
|
2,290 |
|
|
|
(214 |
) |
Amortization of acquired intangibles (1) |
|
|
2,182 |
|
|
|
9,024 |
|
|
|
4,364 |
|
|
|
19,228 |
|
Other depreciation and amortization (2) |
|
|
13,486 |
|
|
|
12,022 |
|
|
|
28,062 |
|
|
|
23,248 |
|
Stock-based compensation (3) |
|
|
84,991 |
|
|
|
17,568 |
|
|
|
102,303 |
|
|
|
25,237 |
|
Transaction expenses |
|
|
2,053 |
|
|
|
1,628 |
|
|
|
2,785 |
|
|
|
2,092 |
|
Litigation and related costs (4) |
|
|
10,547 |
|
|
|
1,149 |
|
|
|
13,915 |
|
|
|
2,348 |
|
(Gain) loss on foreign currency |
|
|
(26,992 |
) |
|
|
2,822 |
|
|
|
(39,241 |
) |
|
|
3,909 |
|
Other (5) |
|
|
639 |
|
|
|
38 |
|
|
|
2,586 |
|
|
|
174 |
|
Adjusted EBITDA |
|
$ |
34,150 |
|
|
$ |
20,797 |
|
|
$ |
53,925 |
|
|
$ |
27,675 |
|
Webcast and Conference Call Details
Genius Sports management will host a conference call and webcast today at 8:00AM ET to discuss the Group’s second quarter results.
The live conference call and webcast may be accessed on the Genius Sports investor relations website at investors.geniussports.com along with Genius’ earnings press release and related materials. A replay of the webcast will be available on the website within 24 hours after the call.
About Genius Sports
Genius Sports is the official data, technology and broadcast partner that powers the global sports, betting and media ecosystem. Our technology is used in over 150 countries worldwide, creating highly immersive products that enrich fan experiences across the entire sports industry.
We are the trusted partner to over 1,000 sports organizations, including many of the world’s largest leagues, teams, sportsbooks, brands and broadcasters, such as the NFL, English Premier League, NCAA, DraftKings, FanDuel, bet365, Coca-Cola, EA Sports, CBS, NBC and ESPN.
Genius Sports is uniquely positioned through AI, computer vision and big data to power the future of sports fan experiences. From delivering augmented broadcasts and enhanced highlights, to automated officiating tools, immersive betting solutions and personalized marketing activations, we connect the entire sports value chain from the rights holder all the way through to the fan.
Non-GAAP Financial Measures
This press release includes non-GAAP financial measures not presented in accordance with U.S. GAAP. A reconciliation of the most comparable GAAP measure to its non-GAAP measure is included above.
Adjusted EBITDA
We present Group adjusted EBITDA and Group adjusted EBITDA margin, non-GAAP performance measures, to supplement our results presented in accordance with U.S. GAAP. Group Adjusted EBITDA is defined as earnings before interest, income tax, depreciation and amortization and other items that are unusual or not related to Genius’ revenue-generating operations, including but not limited to stock-based compensation expense (including related employer payroll taxes), litigation and related costs, transaction expenses and gain or loss on foreign currency.
Group Adjusted EBITDA is used by management to evaluate Genius’ core operating performance on a comparable basis and to make strategic decisions. Genius believes Group Adjusted EBITDA is useful to investors for the same reasons as well as in evaluating Genius’ operating performance against competitors, which commonly disclose similar performance measures. However, Genius’ calculation of Group Adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies. Group Adjusted EBITDA and Group Adjusted EBITDA margin are not intended to be a substitute for any US GAAP financial measure.
We do not provide a reconciliation of Group adjusted EBITDA to consolidated net income/(loss) on a forward-looking basis because we are unable to forecast certain items required to develop meaningful comparable GAAP financial measures without unreasonable efforts. These items are difficult to predict and estimate and are primarily dependent on future events. The impact of these items could be significant to our projections.
Forward-Looking Statements
This press release contains forward-looking statements as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. All statements other than statements of historical facts are forward-looking statements. These forward-looking statements include information about our possible or assumed future results of operations or our performance. Words such as “expects,” “intends,” “plans,” “believes,” “anticipates,” “estimates,” and variations of such words and similar expressions are intended to identify such forward looking statements. Although we believe that the forward-looking statements contained in this press release are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those in such forward-looking statements, including but not limited to: risks related to our reliance on relationships with sports organizations and the potential loss of such relationships or failure to renew or expand existing relationships; fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians; risks related to changes in domestic and foreign laws and regulations or their interpretation; compliance with applicable data protection and privacy laws; pending litigation and investigations; the failure to protect or enforce our proprietary and intellectual property rights; claims for intellectual property infringement; our reliance on information technology; elevated interest rates and inflationary pressures, including fluctuating foreign currency and exchange rates; risks related to domestic and international political and macroeconomic uncertainty; our share repurchase program; and other factors included under the heading “Risk Factors” in the 2024 20-F.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Although we believe that the expectations reflected in such forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct. These statements involve known and unknown risks and are based upon a number of assumptions and estimates which are inherently subject to significant uncertainties and contingencies, many of which are beyond our control. Actual results may differ materially from those expressed or implied by such forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements contained in this press release, or the documents to which we refer readers in this press release, to reflect any change in our expectations with respect to such statements or any change in events, conditions or circumstances upon which any statement is based.
Contact:
Media
Chris Dougan, Chief Communications Officer
+1 (202) 766-4430
chris.dougan@geniussports.com
Investors
Brandon Bukstel , Investor Relations Manager
+1 (954)-554-7932
brandon.bukstel@geniussports.com