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6-K

Genius Sports Ltd (GENI)

6-K 2022-03-11 For: 2022-03-11
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Added on April 12, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13A-16 OR15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

March 11, 2022

Commission File Number: 001-40352

Genius Sports Limited

(Translation of registrant’s name into English)

Genius SportsGroup

9th Floor, 10 Bloomsbury Way

London, WC1A 2SL

(Addressof 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 March 11, 2022, the Company issued a press release announcing the fourth quarter and full year 2021 financial results for the Company. A copy the press release is attached hereto as Exhibit 99.1.

EXHIBITS

Exhibit No. Description
99.1 Press release dated March 11, 2022.

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: March 11, 2022 By: /s/ Mark Locke
Name: Mark Locke
Title: Chief Executive Officer

EX-99.1

Exhibit 99.1

LOGO

Genius Sports Reports Strong Fourth Quarter Results and 75% Annual Revenue Growth in 2021

Delivered Group Revenue of $84.0m in Q4 2021, increasing 79% year-over-year
FY 2021 Group Revenue increased 75% year-over-year to $262.7m
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LONDON & NEW YORK, March 11, 2022 – Genius Sports Limited (NYSE:GENI) (“Genius” or “GSL” or the “Group”), the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media, today announced financial results for its fiscal 2021 fourth quarter and full year ended December 31, 2021.

“2021 was a transformational year that saw Genius form innovative new relationships with leagues, sportsbooks and brands alike, which allowed us to deliver record group revenue in the fourth quarter,” said Mark Locke, GSL Co-Founder and CEO. “We are confident that 2022 will be another strong and profitable year as we capitalize on the growth opportunities ahead and continue to expand our services around the world.”

$ in thousands Q421 Q420 % FY21 FY20 %
Group Revenue 84,012 47,017 78.7 % 262,735 149,739 75.5 %
Betting Technology, Content & Services 53,929 35,265 52.9 % 177,201 110,618 60.2 %
Media Technology, Content & Services 17,051 7,494 127.5 % 48,312 23,055 109.6 %
Sports Technology & Services 13,032 4,258 206.1 % 37,222 16,066 131.7 %
Group Adjusted EBITDA (12,507 ) 4,034 nm 1,550 17,510 (91.1 %)
Group Adjusted EBITDA Margin nm 8.6 % nm 0.6 % 11.7 % (11.1 %)

nm = not meaningful

Q4 2021Financial Highlights

Group Revenue: Group revenue increased 78.7% year-over-year to $84.0 million. On a constant currency<br>basis, revenue increased $35.7 million, or 74.1% year-over-year.
Betting Technology, Content & Services: Revenue increased 52.9% year-over-year to<br>$53.9 million, driven by growth in customer utilization of Genius’ event content and new customer acquisitions. Growth was also supported by price increases powered by Genius’ official data rights strategy, expansion of value-add services, and new service offerings
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Media Technology, Content & Services: Revenue more than doubled year-over-year to<br>$17.1 million, driven by the acquisition of new customers in the Americas and Europe, primarily for programmatic advertising services, and the inclusion of revenues from recent acquisitions
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Sports Technology & Services: Revenue more than tripled year-over-year to<br>$13.0 million, driven by the inclusion of revenues derived from recent acquisitions, Sportzcast and Second Spectrum
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Group Adjusted EBITDA: Group adjusted (non-GAAP) EBITDA decreased<br>to ($12.5) million, driven by accelerated investment in the business
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Full Year 2021 Financial Highlights

Group Revenue: Group revenue increased 75.5% year-over-year to $262.7 million, with strong growth<br>across all product lines. On a constant currency basis, revenue increased $102.5 million, or 64.0% year-over-year
Betting Technology, Content & Services: Revenue increased 60.2% year-over-year to<br>$177.2 million, primarily driven by growth in business with existing customers resulting from Genius’ official data rights strategy, expansion of value-add services, and new service offerings. Growth<br>was also supported by new customer acquisitions and increased utilization of Genius’ available event content
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Media Technology, Content & Services: Revenue increased 109.6% year-over-year to<br>$48.3 million, driven by the acquisition of new customers in the Americas and Europe, primarily for programmatic advertising services, and the inclusion of revenues from recent acquisitions
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Sports Technology & Services: **** Revenue increased 131.7% year-over-year to<br>$37.2 million, driven by the inclusion of revenues derived from recent acquisitions, Sportzcast and Second Spectrum, and supported by expanded services provided to existing sports league and federation customers across all tiers of sport<br>
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Group Adjusted EBITDA: Group adjusted (non-GAAP) EBITDA decreased<br>to $1.6 million, driven by accelerated investment in Q3 and Q4 to fund growth initiatives, particularly in the high-growth US business
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Q4 2021 Business Highlights

Agreed to transformative sports data and global technology partnership with the Canadian Football League<br>(“CFL”) to grow fan engagement and extend media reach
Launched new ‘RomoVision’ technology for CBS broadcasts of the NFL and supported Nickelodeon’s<br>broadcast of the NFL playoffs using Second Spectrum’s player tracking and video augmentation capabilities
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After the reporting period, Genius announced expansion of partnerships with bet365 and Betway to include official<br>data, streaming and fan engagement solutions
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After the reporting period, Genius hosted its first virtual Investor Day, including a deep dive on the business<br>and expectations for Group Adjusted EBITDA profitability in 2022 and 2023
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Financial Outlook

As part of the Company’s Investor Day, held on January 27^th^, Genius announced its expectation to generate Group Revenue of approximately $340 million and Group Adjusted EBITDA of approximately $15 million in 2022. In 2023, it expects Group Revenue in the range of $430 to $440 million and Group Adjusted EBITDA of $40 to $50 million.

Financial Statements & Reconciliation Tables

Genius Sports Limited

Condensed Consolidated Statements of Operations

(Unaudited)

(Amounts inthousands, except share and per share data)

Three Months Ended December 31, Year Ended December 31,
2021 2020 2021 2020
Revenue $ 84,012 $ 47,017 $ 262,735 $ 149,739
Cost of revenue 109,422 34,409 476,168 114,066
Gross (loss) profit (25,410 ) 12,608 (213,433 ) 35,673
Operating expenses:
Sales and marketing 10,349 3,536 27,292 13,176
Research and development 6,585 4,596 26,513 11,240
General and administrative 30,726 10,922 293,168 31,623
Transaction expenses 3,240 619 12,886 672
Total operating expense 50,900 19,673 359,859 56,711
Loss from operations (76,310 ) (7,065 ) (573,292 ) (21,038 )
Interest expense, net (146 ) (2,075 ) (3,331 ) (7,874 )
Loss on disposal of assets (45 ) (8 ) (46 ) (8 )
Gain (loss) on fair value remeasurement of contingent consideration (19,405 ) 271 (19,405 ) 271
Change in fair value of derivative warrant liabilities 37,907 (11,412 )
Gain (loss) on foreign currency (6,613 ) 356 3,032 114
Total other income (expenses) 11,698 (1,456 ) (31,162 ) (7,497 )
Loss before income taxes (64,612 ) (8,521 ) (604,454 ) (28,535 )
Income tax benefit (expense) 11,322 (4,984 ) 11,701 (1,813 )
Net loss $ (53,290 ) $ (13,505 ) $ (592,753 ) $ (30,348 )
Net loss per common share:
Basic and diluted $ (0.28 ) $ (0.19 ) $ (3.93 ) $ (0.43 )
Weighted average common shares outstanding:
Basic and diluted 192,129,058 70,040,242 150,912,333 70,040,242

Genius Sports Limited

Condensed Consolidated Balance Sheets

(Unaudited)

(Amounts inthousands, except share and per share data)

December 31
2020
ASSETS
Current assets:
Cash and cash equivalents 222,378 $ 11,781
Accounts receivable, net 48,819 24,776
Contract assets 21,753 10,088
Prepaid expenses 24,436 4,107
Other current assets 7,297 10,584
Total current assets 324,683 **** **** 61,336 ****
Property and equipment, net 14,445 5,002
Intangible assets, net 191,219 114,542
Goodwill 346,418 200,624
Deferred tax asset 5
Other assets 10,319 9,496
Total assets 887,084 **** $ 391,005 ****
LIABILITIES, TEMPORARY EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) ****
Current liabilities:
Accounts payable 19,881 $ 10,106
Accrued expenses 55,889 35,220
Deferred revenue 29,871 26,036
Current debt 23 10,272
Derivative warrant liabilities 16,794
Other current liabilities 30,354 3,714
Total current liabilities 152,812 **** **** 85,348 ****
Long-term debt – less current portion 65 82,723
Deferred tax liability 16,902 8,097
Other liabilities 11,127 3,589
Total liabilities 180,906 **** **** 179,757 ****
Temporary equity:
Preference shares, 0.0001 par value, none authorized, issued and outstanding at December 31,<br>2021; 218,561,319 shares authorized, issued and outstanding at December 31, 2020 350,675
Total temporary equity **** **** 350,675 ****
Shareholders’ equity (deficit)
Common stock, 0.01 par value, unlimited shares authorized, 193,585,625 shares issued and<br>outstanding at December 31, 2021; 70,040,242 shares authorized, issued and outstanding at December 31, 2020 1,936 24
B Shares, 0.0001 par value, 22,500,000 shares authorized, 18,500,000 shares issued and<br>outstanding at December 31, 2021; none authorized, issued and outstanding at December 31, 2020 2
Additional paid-in capital 1,461,730 2,393
Accumulated deficit (757,317 ) (153,237 )
Accumulated other comprehensive income (loss) (173 ) 11,393
Total shareholders’ equity (deficit) 706,178 (139,427 )
Total liabilities, temporary equity and shareholders’ equity (deficit) 887,084 **** $ 391,005 ****

All values are in US Dollars.

Genius Sports Limited

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Amounts inthousands)

Year EndedDecember 31, Year EndedDecember 31,
2021 2020
Cash Flows from operating activities:
Net loss $ (592,753 ) $ (30,348 )
Adjustments to reconcile net loss to net cash provided by (used in) operatingactivities:
Depreciation and amortization 59,351 35,043
Loss on disposal of assets 46 8
(Gain) loss on fair value remeasurement of contingent consideration 19,405 (271 )
Stock-based compensation 489,474
Change in fair value of derivative warrant liabilities 11,412
Non-cash interest expense (income), net 2,444 6,835
Amortization of contract cost 808 538
Deferred income taxes (13,409 ) 1,304
Loss on foreign currency remeasurement 192 464
Changes in assets and liabilities
Effect of business combinations (22,411 )
Accounts receivable, net (24,306 ) (5,046 )
Contract asset (11,906 ) (4,030 )
Prepaid expenses (20,563 ) (749 )
Other current assets 3,350 (6,682 )
Other assets (1,702 ) 2,321
Accounts payable 9,577 (3,384 )
Accrued expenses 20,858 11,930
Deferred revenue 4,050 9,021
Other current liabilities 2,218 520
Other liabilities 557 (401 )
Net cash provided by (used in) operating activities **** (63,308 ) **** 17,073 ****
Cash flows from investing activities:
Purchases of property and equipment (6,417 ) (1,464 )
Capitalization of internally developed software costs (26,920 ) (15,920 )
Repayment of executive loan notes 4,738
Purchases of intangible assets (25 ) (1,389 )
Acquisition of business, net of cash acquired (103,871 ) (3,934 )
Proceeds from disposal of assets 176 51
Net cash used in investing activities **** (132,319 ) **** (22,656 )
Cash flows from financing activities:
Proceeds from merger with dMY Technology Group, Inc. II 276,341
dMY Technology Group, Inc. II transaction costs (24,828 )
Capitalization of Genius equity issuance costs (20,217 )
PIPE financing, net of equity issuance costs 316,800
Issuance of common stock in connection with additional equity offering, net of equity issuance<br>costs 254,774
Issuance of B shares 2
Preference shares payout and Incentive Securities Catch-Up<br>Payment (313,162 )
Repayment of loans and mortgage (96,959 ) (21 )
Proceeds from borrowings 10,024
Proceeds from exercise of Public Warrants 17,613
Proceeds from shareholder deposits 93
Net cash provided by financing activities **** 410,364 **** **** 10,096 ****
Effect of exchange rate changes on cash (4,140 ) (960 )
Net increase (decrease) in cash **** 210,597 **** **** 3,553 ****
Cash, beginning of period 11,781 8,228
Cash, end of period $ 222,378 $ 11,781

Genius Sports Limited

Reconciliation of U.S. GAAP Net loss to Adjusted EBITDA

(Unaudited)

(Amounts inthousands)

Three Months Ended<br>December 31, Year Ended<br>December 31,
2021 2020 2021 2020
Consolidated net loss $ (53,290 ) $ (13,505 ) $ (592,753 ) $ (30,348 )
Adjusted for:
Net, interest expense 146 2,075 3,331 7,874
Income tax expense (benefit) (11,322 ) 4,984 (11,701 ) 1,813
Amortization of acquired<br>intangibles^(1)^ 11,351 5,626 37,617 21,571
Other depreciation and<br>amortization^(2)^ 6,281 4,105 22,542 14,010
Stock-based compensation^(3)^ 37,531 489,474
Transaction expenses 3,240 618 12,886 672
Litigation and related costs^(4)^ 867 750 4,395 2,295
Change in fair value of derivative warrant liabilities (37,907 ) 11,412
(Gain) loss on fair value remeasurement of contingent consideration 19,405 (271 ) 19,405 (271 )
Other^(5)^ 11,191 (348 ) 4,942 (106 )
Adjusted EBITDA $ (12,507 ) $ 4,034 **** $ 1,550 **** $ 17,510 ****
(1) Includes amortization of intangible assets generated through business acquisitions, inclusive of amortization<br>for data rights, marketing products, and acquired technology.
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(2) Includes depreciation of Genius’ property and equipment, amortization of contract cost, and amortization<br>of internally developed software and other intangible assets. Excludes amortization of intangible assets generated through business acquisitions.
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(3) Includes restricted shares and stock options granted to employees and directors and equity-classified non-employee awards issued to suppliers.
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(4) Includes mainly legal and related costs in connection with non-routine<br>litigation matters including Sportradar litigation and BetConstruct litigation.
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(5) Includes gain/losses on disposal of assets, gain/losses on foreign currency and expenses incurred related to earn-out payments on historical acquisitions. For the year ended December 31, 2021, an allowance for doubtful accounts of $0.7 million is included for Russian sportsbook customers as a result of events in<br>Ukraine.
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Webcast and Conference Call Details

Genius Sports management will host a conference call and webcast today at 8:00AM EST to discuss the Company’s fourth quarter and fiscal year results.

The conference call may be accessed by dialing (760) 294-1674.

A live audio webcast may be accessed on the Company’s 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 commercial partner that powers the global ecosystem connecting sports, betting and media. We are a global leader in digital sports content, technology and integrity services. Our technology is used in over 150 countries worldwide, empowering sports to capture, manage and distribute their live data and video, driving their digital transformation and enhancing their relationships with fans.

We are the trusted partner to over 400 sports leagues and federations globally, including many of the world’s largest leagues and federations such as the NFL, EPL, FIBA, NCAA, NASCAR, AFA and PGA.

Genius Sports is uniquely placed through cutting-edge technology, scale and global reach to support our partners. We are more than just a technology company, we build long-term relationships with sports at all levels, helping them to control and maximize the value of their content while providing technical expertise and round-the-clock support.

Non-GAAP Financial Measures

This press release includes non-GAAP financial measures not presented in accordance with U.S. GAAP.

Adjusted EBITDA

We present Group adjusted EBITDA, a non-GAAP performance measure, 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 our revenue-generating operations, including stock based compensation expense.

Group adjusted EBITDA is used by management to evaluate our core operating performance on a comparable basis and to make strategic decisions. We believe Group adjusted EBITDA is useful to investors for the same reasons as well as in evaluating our operating performance against competitors, which commonly disclose similar performance measures. However, our calculation of Group adjusted EBITDA may not be comparable to other similarly titled performance measures of other companies. Group adjusted EBITDA is not intended to be a substitute for any U.S. 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.

Constant Currency

Certain income statement items in this press release are discussed on a constant currency basis. Our results between periods may not be comparable due to foreign currency translation effects. We present certain income statement items on a constant currency basis, as if GBP:USD exchange rate had remained constant period-over-period, to enhance the comparability of our results. We calculate income statement constant currency amounts by taking the relevant average GBP:USD exchange rate used in the preparation of our income statement for the more recent comparative period and apply it to the actual GBP amount used in the preparation of our income statement for the prior comparative period.

Constant currency amounts only adjust for the impact related to the translation of our consolidated financial statements from GBP to USD. Constant currency amounts do not adjust for any other translation effects, such as the translation of results of subsidiaries whose functional currency is other than GBP or USD, as such effects have not been material to date.

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: the effect of COVID-19 on our business, 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; risks related to our ability to achieve the anticipated benefits from the business combination with dMY Technology Group, Inc. II; and other factors included under the heading “Risk Factors” in our Annual Report on Form 20-F filed with the SEC on April 30, 2021.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to publicly update or revise any forward-looking statements contained herein, 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

Charlie Harrison / Katherine Kremer, The One Nine Three Group

+44 788 41 36143 / +1 (917) 885-9704

charlie.harrison@the193.com / Katherine.kremer@the193.com

Investors

Brandon Bukstel, Investor Relations Manager

+1 (954)-554-7932

brandon.bukstel@geniussports.com

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