| Wanda Sports Group Company Limited | |||
|
|
By:
|
/s/ Honghui Liao | |
| Name: Honghui Liao | |||
|
Date: December 1, 2020
|
Title: Chief Financial Officer | ||
| • |
Total revenue from continuing operations for the third quarter of 2020 was €91.2 million (US$107.0 million), representing a decrease of 42% year-over-year, primarily attributable to a
decrease in revenue from the Spectator Sports and DPSS segments due to the broad effects of COVID-19 mitigation efforts. Excluding reimbursement revenue, total revenue was €90.7 million (US$106.4 million), a decrease of 41% over the third
quarter of 2019.
|
| • |
Net profit for the period from continuing operations was €5.5 million (US$6.4 million), compared to a loss of €23.9 million in the third quarter of 2019.
|
| • |
Adjusted EBITDA from continuing operations was €29.5m million (US$34.6 million), representing an increase of 74% compared to €16.9 million in the third quarter of 2019.
|
| • |
The Group’s liquidity position remained solid in the third quarter of 2020. The Group had total cash and cash equivalents of €151.7 million (US$177.8 million) as of September 30, 2020.
|
| • |
The Group delivered a 30% increase in coverage across sub-Saharan Africa for the English Premier League, one of the world’s top football leagues, as the new season 2020/21 began on
September 12 and runs until May 23.
|
| • |
The German Ski Association (DSV) and the Austrian Ski Association (ÖSV) have prolonged their exclusive marketing partnership for the annual Vierschanzentour-nee with the Group, for
another four years until and including season 2025/26. This extension covers all marketing activities for the world’s biggest annual event in ski jumping.
|
| • |
The Group and Lega Basket Serie A (LBA) have agreed to an exclusive three-year partnership ahead of the presentation of the 2020/2021 Championship; the Group will be the exclusive
marketing, sponsorship and digital rights partner starting from the 2020/21 season until the end of the 2022/23 season.
|
| • |
The Group delivered a 30% increase in coverage across sub-Saharan Africa for the English Premier League, one of the world’s top football leagues, as the new season 2020/21 began on
September 12 and runs until May 23. Over 25 broadcasters across more than 20 territories will show one match a week on free-to-air television, including English, French or Portuguese commentary as well as dedicated services in local
languages such as Swahili.
|
| • |
Italian Serie A and B season 2019/2020 were completed in August. As it has in the past, the Group advised on the distribution of the international feed and packaged the rights for
broadcasters and digital media (including film, sound, text and imagery) for various platforms across all markets. Pre-produced magazine and highlight programming as well as additional footage, background information and interviews were
also generated around the matches, creating increased international exposure for Italian club football.
|
| • |
Italian Serie A, the German Bundesliga and the English Premier League successfully began their new football season 2020/21 in September, also allowing a limited number of home spectators
to return to the stadiums. In Italy, 1,000 spectators were permitted to watch the games onsite, while the German clubs were allowed to fill 20% of their normal stadium capacity.
|
| • |
Following a five-month hiatus due to the COVID-19 pandemic, the 2020 FIM Motocross World Championship returned to the hard sand circuit of Kegum in Latvia and continued across Europe to
Faenza in Italy.
|
| • |
The German Ski Association and the Austrian Ski Association have prolonged their exclusive marketing partnership for the annual Vierschanzentour-nee with the Group, for another four years
until and including season 2025/26. This extension covers all marketing activities for the world’s biggest annual event in ski jumping. Moreover, the Group closed a four-year Presenting Sponsorship agreement for the event with bet-at-home,
the sports betting provider, until the end of the 2023/24 season.
|
| • |
The Group successfully arranged a global partnership agreement extension between TCL, a consumer electronics company, and the International Basketball Federation (FIBA). The partnership
will continue to cover all FIBA events for seasons 2020-2023 including the FIBA World Cup in 2023. A further extension was also closed by the Group between FIBA and sports good supplier Schelde Sports for backstop units until 2024. The
multi-event partnership will cover FIBA's top-level international competitions including the FIBA Basketball World Cup 2023, FIBA Eurobasket 2022, and the basketball tournaments at the Paris 2024 Olympic Games.
|
| • |
The Group successfully extended a sponsorship agreement in which LIQUI MOLY, the German motor oil manufacturer, will be a partner of the EHF Champions League Men for the 2020/21 season.
The sponsorship sees LIQUI MOLY featured on LED boards, floor stickers and across all advertising materials.
|
| • |
The Group and the Italian Winter Sports Federation (FISI) have extended their exclusive media rights partnership for all FIS World Cup events taking place in Italy through the end of the
2025/26 season. This renewal of the more than 20-year long partnership means the Group continues its role for the organization of production, broadcast and distribution of all FIS World Cup Alpine Skiing, Nordic Combined, Cross-Country
Skiing, Ski Jumping, Snowboarding and Freestyle competitions.
|
| • |
The Norwegian Ski Federation has extended its exclusive international media rights agreement with the Group, for FIS World Cup events, including men's and women's alpine skiing,
cross-country skiing, ski jumping and Nordic combined. This new five-year deal will run from 2021/22 to 2025/26.
|
| • |
The Nordic Entertainment (NENT) Group has closed a five-season agreement with the Group for Scottish Professional Football League (SPFL) broadcast rights, extending its coverage to
2024-25, and adding rights in Iceland for the first time to the prior coverage of Denmark, Finland, Norway and Sweden. The agreement is for rights to the top-tier Premiership, second-tier Championship and the League Cup. The Group holds the
SPFL international distribution rights in a five-season deal from 2020-21 to 2024-25.
|
| • |
The Group recently renewed its long-running commercial agreement with the German Ice Hockey Federation (DEB) until the end of the 2023-24 season and continued to represent exclusive
sponsorship and media rights, along with the merchandising rights, to Germany’s national teams.
|
| • |
The Group successfully extended an agreement for Pirelli, the Italian tire manufacturer, to continue to be the official tire supplier of the FIM Motocross World Championship until the end
of the 2023 MXGP season.
|
| • |
The Group and Lega Basket Serie A (LBA) have agreed to an exclusive three-year partnership ahead of the presentation of the 2020/2021 Championship; the Group will be the exclusive
marketing, sponsorship and digital rights partner starting from the 2020/21 season until the end of the 2022/23 season. The Group will manage sponsors at all LBA events including the regular season and playoff phases of the Serie A
Championship, the Italian Cup 'Final Eight', the Italian Super Cup and the NextGen Cup, as well as non-competitive events exclusively managed by LBA. The agreement also covers the investment and implementation of a digital strategy aimed at
growing LBA's digital channels, which includes post-production content creation of both recent and archived footage.
|
| • |
The Group successfully arranged several media rights partnerships after a competitive pitch process on behalf of the EHF: the EHF Champions League Men and the DELO EHF Champions League
and European handball club competitions will be broadcast on DAZN in Austria, Germany, Spain and Switzerland for six seasons up until the end of the 2025/26 season; BTRC in Belarus has also reached an agreement to cover EHF club handball
tournaments for the next three seasons; and Eurosport will be the exclusive broadcaster for all men's and women's European handball club competitions, including the EHF Champions League, in France and Poland. This six-year agreement will run
until the end of the 2025/26 season.
|
| • |
The Group successfully facilitated an agreement in which FOKUS CLAN, one of Germany's top football esports organizations, will wear jerseys equipped by Adidas for the 2020/21 season.
In addition, OUTFITTER, the online specialists for soccer, team sports and athleisure, has extended its agreement with FOKUS CLAN, providing merchandising and streetwear for the team and its fans.
|
| • |
The Group and the Italian Ice Sports Federation (FISG) have signed an exclusive six-year marketing, sponsorship and digital rights partnership running until the end of the 2025/26
season. The Group will manage sponsorship research and activation at both the federation level and for individual events in Italy and will develop a digital activation concept to elevate the presence of Italian ice sports on social and
digital platforms.
|
| • |
The Group, as the exclusive media rights partner of the European Volleyball Confederation (CEV), has successfully secured a major media rights agreement with Polish broadcaster Polsat for
the exclusive rights to broadcast the CEV Champions League Volley, CEV Volleyball Cup and CEV Volleyball Challenge Cup matches from the 2020/2021 to 2024/2025 seasons.
|
| • |
The World Curling Federation has agreed to a two-year contract extension on digital content production and social media strategy with the Group to further advance their audience growth in
China ahead of the 2022 winter Olympic and Paralympic Games.
|
| • |
The Group closed several strategic deals, including an extension with PGA TOUR (digital products & platforms), new product builds for NASCAR, a new partnership with a European telco
provider around the Group's fan engagement products as well as the creation of digital 5G-based in-venue experience for an European-based football association.
|
| • |
The Group launched a joint venture with Minute.ly, a video optimization startup. This new sport tech partnership will allow the Group to sell Minute.ly's technology as part of its
offering to prospective and existing customers in Europe and the US, in order to increase user engagement and content outreach.
|
| • |
Eight rounds of Lega Serie A were delivered in July, in which the Group provided end-to-end media production service by handling the entire gamut of broadcast production and content
creation across diverse platforms as well as media rights distribution, marketing and commercialization.
|
| • |
The Group has been appointed by France’s Ligue Football Professional (LFP) for host broadcast production quality and consultancy services for the seasons 2020/21 to 2024/25.
|
| • |
The Group has been appointed as the LED boards service provider for the FIFA Futsal World Cup Lithuania 2021.
|
| • |
Megamarsch (50/100km walk/hike) in Mönchengladbach (Germany) took place with strict protective measures, staggered starting times, and limited participants for each starting time slots.
The Group organized and managed the entire event.
|
| • |
The re-opening of Muddy Angel Run in September and the XLETIX Challenge in early October both took place in Berlin, Germany, in compliance of strict protection guidelines and hygiene
measures. Both events signaled a return of mass sport events and showed that it is possible to host outdoor sports events during these extraordinary times. The Muddy Angel Run, held at the Karlshorst harness racing track, saw the return of
more than half of the 2,900 registered participants. Similarly, the XLETIX Challenge in the Offroad Park Berlin Brandenburg hosted more than 50% of the 3,000 registrations on the day.
|
| • |
The 2020 Shenyang Marathon Carnival was held online from August 27 to September 20, and was one of the largest online
road races since the pandemic with over 370,000 participants across China. The online races included 3km, 5km, 10km, half-marathon, and marathon. The Group organized and managed the entire event.
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||
|
(in millions, except percentages)
|
USD
|
EUR
|
% of Revenue
|
EUR
|
% of Revenue
|
YoY Change
|
||||||||||||||||||
|
Core segments:
|
||||||||||||||||||||||||
|
Spectator Sports
|
78.9
|
67.3
|
74
|
%
|
105.8
|
67
|
%
|
(36
|
%)
|
|||||||||||||||
|
DPSS
|
24.3
|
20.7
|
23
|
%
|
26.0
|
17
|
%
|
(20
|
%)
|
|||||||||||||||
|
Mass Participation
|
3.8
|
3.2
|
4
|
%
|
25.4
|
16
|
%
|
(87
|
%)
|
|||||||||||||||
|
Total Revenue
|
107.0
|
91.2
|
100
|
%
|
157.2
|
100
|
%
|
(42
|
%)
|
|||||||||||||||
|
DPSS excluding reimbursement revenue
|
23.7
|
20.2
|
23.3
|
(13
|
%)
|
|||||||||||||||||||
|
Total Revenue excluding reimbursement revenue
|
106.4
|
90.7
|
154.5
|
(41
|
%)
|
|||||||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||
|
(in millions, except percentages)
|
USD
|
EUR
|
% of Revenue
|
EUR
|
% of Revenue
|
YoY Change
|
||||||||||||||||||
|
Core segments:
|
||||||||||||||||||||||||
|
Spectator Sports
|
287.8
|
245.5
|
81
|
%
|
438.0
|
75
|
%
|
(44
|
%)
|
|||||||||||||||
|
DPSS
|
66.5
|
56.7
|
18
|
%
|
102.3
|
17
|
%
|
(45
|
%)
|
|||||||||||||||
|
Mass Participation
|
5.2
|
4.5
|
1
|
%
|
46.6
|
8
|
%
|
(90
|
%)
|
|||||||||||||||
|
Total Revenue
|
359.5
|
306.7
|
100
|
%
|
586.9
|
100
|
%
|
(48
|
%)
|
|||||||||||||||
|
DPSS excluding reimbursement revenue
|
64.9
|
55.3
|
72.0
|
(23
|
%)
|
|||||||||||||||||||
|
Total Revenue excluding reimbursement revenue
|
357.9
|
305.3
|
556.6
|
(45
|
%)
|
|||||||||||||||||||
| • |
Spectator Sports: The decrease in revenue was primarily due to the cyclicality
impact from FIBA Basketball World Cup 2019 and CEV EuroVolley 2019, as well as postponement or cancellation of events as a result of the COVID-19 mitigation efforts. These decreases partially offset increased revenue from the Italian
football and DFB business.
|
| • |
DPSS: The decrease in revenue was primarily driven by the cyclicality effect from
FIFA Women's World Cup 2019™ which partially offset the increased revenue from Italian football production business.
|
| • |
Mass Participation: The decrease in revenue was due to the cancellation of most
scheduled events as a result of the COVID-19 mitigation efforts. There were three such events in the third quarter of 2020 compared to 45 events in the third quarter of 2019. The number of gross-paid athletes was 4,000 and 342,000 in the
third quarter of 2020 and of 2019, respectively.
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||
|
(in millions, except percentages)
|
USD
|
EUR
|
Gross margin
|
EUR
|
Gross margin
|
YoY Change in
Gross Profit
|
||||||||||||||||||
|
Core segments:
|
||||||||||||||||||||||||
|
Spectator Sports
|
36.1
|
30.8
|
46
|
%
|
32.6
|
31
|
%
|
(5
|
%)
|
|||||||||||||||
|
DPSS
|
8.9
|
7.6
|
36
|
%
|
8.8
|
34
|
%
|
(14
|
%)
|
|||||||||||||||
|
Mass Participation
|
1.4
|
1.2
|
37
|
%
|
10.6
|
42
|
%
|
(89
|
%)
|
|||||||||||||||
|
Total Gross Profit
|
46.4
|
39.6
|
43
|
%
|
52.0
|
33
|
%
|
(24
|
%)
|
|||||||||||||||
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
2020
|
2019
|
|||||||||||||||||||||||
|
(in millions, except percentages)
|
USD
|
EUR
|
Gross margin
|
EUR
|
Gross margin
|
YoY Change in
Gross Profit
|
||||||||||||||||||
|
Core segments:
|
||||||||||||||||||||||||
|
Spectator Sports
|
125.8
|
107.3
|
44
|
%
|
132.0
|
30
|
%
|
(19
|
%)
|
|||||||||||||||
|
DPSS
|
28.0
|
23.8
|
42
|
%
|
31.2
|
30
|
%
|
(24
|
%)
|
|||||||||||||||
|
Mass Participation
|
0.8
|
0.8
|
16
|
%
|
18.9
|
40
|
%
|
(96
|
%)
|
|||||||||||||||
|
Total Gross Profit
|
154.6
|
131.9
|
43
|
%
|
182.1
|
31
|
%
|
(28
|
%)
|
|||||||||||||||
| • |
Spectator Sports: The decrease in gross profit was
primarily due to the cyclicality impact as well as postponement or cancellation of events as mentioned above which partially offset the contribution from DFB business.
|
| • |
DPSS: The decrease in gross profit was primarily driven by the cyclicality effect from FIFA Women's World Cup 2019™ which partially
offset the increased gross profit from Italian football production business.
|
| • |
Mass Participation: The decrease in gross profit was due to the cancellation of most scheduled events as a result of the COVID-19 mitigation efforts.
|
| ● |
After the sale of The IRONMAN Group was completed on July 17, 2020, the Group continues to operate IRONMAN® and IRONMAN® 70.3® triathlon series, Rock 'n' Roll Marathon Series® and Epic
Series® off-road mountain bike series races in China under an exclusive event license agreement.
|
| ● |
Business relations with German Football Association DFB were terminated in September by mutual agreement, and the resulting financial obligations have been settled. The DFB will now
market the DFB Cup itself, but should the DFB decide at a later date to put the marketing rights out to public tender again, this tender will be open to all market participants, including the Group.
|
| ● |
On September 30, 2020, the Group announced that its Board of Directors has received a preliminary non-binding proposal from Wanda Sports & Media (Hong Kong) Holding Co. Limited to
acquire all of the outstanding Class A ordinary shares of the Group, including American depositary shares representing Class A Ordinary Shares (with every two ADSs representing three Class A Ordinary Shares), for US$2.50 in cash per ADS,
or US$1.67 per Class A Ordinary Share. On October 6, 2020, the Group announced that the Board formed an independent committee consisting of its independent directors, Mr. Edwin Fung and Mr. Kenneth Howard Jarrett, to consider the proposal.
On October 23, 2020, the Group announced that the independent committee retained Houlihan Lokey (China) Limited as its independent financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP as its legal counsel. Despite the on-going
review process, management continues to focus on strategic execution and daily operating performance.
|
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||||||||||
|
September 30, 2020
|
September 30, 2019
|
September 30, 2020
|
September 30, 2019
|
|||||||||||||||||||||
|
$
|
€
|
€
|
$
|
€
|
€
|
|||||||||||||||||||
|
Continuing operations
|
||||||||||||||||||||||||
|
Revenue
|
106,960
|
91,237
|
157,162
|
359,535
|
306,683
|
586,881
|
||||||||||||||||||
|
Cost of sales
|
(60,547
|
)
|
(51,647
|
)
|
(105,210
|
)
|
(204,909
|
)
|
(174,787
|
)
|
(404,786
|
)
|
||||||||||||
|
Gross profit
|
46,413
|
39,590
|
51,952
|
154,626
|
131,896
|
182,095
|
||||||||||||||||||
|
Personnel expenses
|
(27,131
|
)
|
(23,143
|
)
|
(34,536
|
)
|
(88,013
|
)
|
(75,075
|
)
|
(88,376
|
)
|
||||||||||||
|
Selling, office and administrative expenses
|
(7,182
|
)
|
(6,126
|
)
|
(9,620
|
)
|
(25,444
|
)
|
(21,704
|
)
|
(29,407
|
)
|
||||||||||||
|
Depreciation and amortization
|
(6,318
|
)
|
(5,389
|
)
|
(4,576
|
)
|
(20,023
|
)
|
(17,080
|
)
|
(14,944
|
)
|
||||||||||||
|
Other operating income/(expense), net
|
15,958
|
13,612
|
(1,415
|
)
|
33,130
|
28,260
|
(484
|
)
|
||||||||||||||||
|
Finance costs
|
(12,562
|
)
|
(10,715
|
)
|
(20,611
|
)
|
(38,828
|
)
|
(33,120
|
)
|
(38,644
|
)
|
||||||||||||
|
Finance income
|
1,168
|
996
|
193
|
2,549
|
2,174
|
1,041
|
||||||||||||||||||
|
Share of loss of associates and joint ventures
|
1
|
1
|
516
|
(64
|
)
|
(55
|
)
|
506
|
||||||||||||||||
|
Profit/(loss) before tax from continuing operations
|
10,347
|
8,826
|
(18,097
|
)
|
17,933
|
15,296
|
11,787
|
|||||||||||||||||
|
Income tax
|
(3,945
|
)
|
(3,365
|
)
|
(5,784
|
)
|
(10,104
|
)
|
(8,619
|
)
|
(13,303
|
)
|
||||||||||||
|
Profit/(loss) for the period from continuing operations
|
6,402
|
5,461
|
(23,881
|
)
|
7,829
|
6,677
|
(1,516
|
)
|
||||||||||||||||
|
Discontinued operations
|
||||||||||||||||||||||||
|
Loss after tax for the period from discontinued operations
|
(4,770
|
)
|
(4,069
|
)
|
(7,318
|
)
|
(69,728
|
)
|
(59,478
|
)
|
(13,754
|
)
|
||||||||||||
|
Profit/(loss) for the period
|
1,632
|
1,392
|
(31,199
|
)
|
(61,899
|
)
|
(52,801
|
)
|
(15,270
|
)
|
||||||||||||||
|
Attributable to:
|
||||||||||||||||||||||||
|
Equity holders of the parent
|
1,832
|
1,563
|
(31,264
|
)
|
(61,022
|
)
|
(52,052
|
)
|
(16,678
|
)
|
||||||||||||||
|
Non‑controlling interests
|
(200
|
)
|
(171
|
)
|
65
|
(877
|
)
|
(749
|
)
|
1,408
|
||||||||||||||
|
1,632
|
1,392
|
(31,199
|
)
|
(61,899
|
)
|
(52,801
|
)
|
(15,270
|
)
|
|||||||||||||||
|
Earnings per share2:
|
||||||||||||||||||||||||
|
Basic profit/(loss) for the period attributable to ordinary equity holders of the parent
|
0.01
|
0.01
|
(0.15
|
)
|
(0.29
|
)
|
(0.25
|
)
|
(0.08
|
)
|
||||||||||||||
|
Diluted profit/(loss) for the period attributable to ordinary equity holders of the parent
|
0.01
|
0.01
|
(0.15
|
)
|
(0.29
|
)
|
(0.25
|
)
|
(0.08
|
)
|
||||||||||||||
|
Basic profit/(loss) for the period attributable to ADS holders of the parent
|
0.01
|
0.01
|
(0.23
|
)
|
(0.44
|
)
|
(0.38
|
)
|
(0.12
|
)
|
||||||||||||||
|
Diluted profit/(loss) for the period attributable to ADS holders of the parent
|
0.01
|
0.01
|
(0.23
|
)
|
(0.44
|
)
|
(0.38
|
)
|
(0.12
|
)
|
||||||||||||||
|
Earnings per share for continuing operations:
|
||||||||||||||||||||||||
|
Basic profit/(loss) for the period attributable to ordinary equity holders of the parent
|
0.03
|
0.03
|
(0.12
|
)
|
0.04
|
0.04
|
(0.01
|
)
|
||||||||||||||||
|
Diluted profit/(loss) for the period attributable to ordinary equity holders of the parent
|
0.03
|
0.03
|
(0.12
|
)
|
0.04
|
0.03
|
(0.01
|
)
|
||||||||||||||||
|
Basic profit/(loss) for the period attributable to ADS holders of the parent
|
0.05
|
0.04
|
(0.18
|
)
|
0.06
|
0.05
|
(0.02
|
)
|
||||||||||||||||
|
Diluted profit/(loss) for the period attributable to ADS holders of the parent
|
0.05
|
0.04
|
(0.18
|
)
|
0.06
|
0.05
|
(0.02
|
)
|
||||||||||||||||
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||||||||||
|
September 30, 2020
|
September 30, 2019
|
September 30, 2020
|
September 30, 2019
|
|||||||||||||||||||||
|
$
|
€
|
€
|
$
|
€
|
€
|
|||||||||||||||||||
|
Profit/(loss) for the period
|
1,632
|
1,392
|
(31,199
|
)
|
(61,899
|
)
|
(52,801
|
)
|
(15,270
|
)
|
||||||||||||||
|
Other comprehensive income:
|
||||||||||||||||||||||||
|
Other comprehensive income to be reclassified to profit or loss in subsequent periods (net of tax):
|
||||||||||||||||||||||||
|
Net (loss)/gain on cash flow hedges
|
(2,502
|
)
|
(2,134
|
)
|
229
|
(10,347
|
)
|
(8,826
|
)
|
133
|
||||||||||||||
|
Exchange differences on translation of foreign operations
|
(2,979
|
)
|
(2,541
|
)
|
26,304
|
1,768
|
1,508
|
17,835
|
||||||||||||||||
|
Net other comprehensive (loss)/income to be reclassified to profit or loss in subsequent periods
|
(5,481
|
)
|
(4,675
|
)
|
26,533
|
(8,579
|
)
|
(7,318
|
)
|
17,968
|
||||||||||||||
|
Other comprehensive income not to be reclassified to profit or loss in subsequent periods:
|
||||||||||||||||||||||||
|
Net remeasurement on defined benefit plans
|
-
|
-
|
12
|
-
|
-
|
-
|
||||||||||||||||||
|
Net loss on equity instruments designated at fair value through other comprehensive income
|
-
|
-
|
-
|
(9,298
|
)
|
(7,931
|
)
|
-
|
||||||||||||||||
|
Net other comprehensive income/(loss) not to be reclassified to profit or loss in subsequent periods
|
12
|
(9,298
|
)
|
(7,931
|
)
|
-
|
||||||||||||||||||
|
Other comprehensive (loss)/income for the period, net of tax
|
(5,481
|
)
|
(4,675
|
)
|
26,545
|
(17,877
|
)
|
(15,249
|
)
|
17,968
|
||||||||||||||
|
Total comprehensive (loss)/income for the period, net of tax
|
(3,849
|
)
|
(3,283
|
)
|
(4,654
|
)
|
(79,776
|
)
|
(68,050
|
)
|
2,698
|
|||||||||||||
|
Attributable to:
|
||||||||||||||||||||||||
|
Equity holders of the parent
|
(3,619
|
)
|
(3,087
|
)
|
(4,757
|
)
|
(78,750
|
)
|
(67,174
|
)
|
779
|
|||||||||||||
|
Non‑controlling interests
|
(230
|
)
|
(196
|
)
|
103
|
(1,026
|
)
|
(876
|
)
|
1,919
|
||||||||||||||
|
(3,849
|
)
|
(3,283
|
)
|
(4,654
|
)
|
(79,776
|
)
|
(68,050
|
)
|
2,698
|
||||||||||||||
|
September 30, 2020
|
December 31, 2019
|
|||||||||||
|
$
|
€
|
€
|
||||||||||
|
ASSETS
|
||||||||||||
|
CURRENT ASSETS
|
||||||||||||
|
Cash and cash equivalents
|
177,844
|
151,701
|
163,225
|
|||||||||
|
Trade and other receivables
|
287,675
|
245,387
|
264,041
|
|||||||||
|
Accrued income
|
1,524
|
1,300
|
10,498
|
|||||||||
|
Contract assets
|
28,691
|
24,473
|
53,541
|
|||||||||
|
Inventories
|
662
|
565
|
9,395
|
|||||||||
|
Income tax receivables
|
5,108
|
4,357
|
13,594
|
|||||||||
|
Other assets
|
76,917
|
65,610
|
81,001
|
|||||||||
|
578,421
|
493,393
|
595,295
|
||||||||||
|
Assets held for sale
|
-
|
-
|
8,125
|
|||||||||
|
578,421
|
493,393
|
603,420
|
||||||||||
|
NON‑CURRENT ASSETS
|
||||||||||||
|
Long‑term receivables
|
11,346
|
9,678
|
6,808
|
|||||||||
|
Investments in associates and joint ventures
|
4,172
|
3,559
|
3,277
|
|||||||||
|
Property, plant and equipment
|
14,302
|
12,200
|
26,294
|
|||||||||
|
Right of use assets
|
30,535
|
26,046
|
35,249
|
|||||||||
|
Intangible assets
|
74,947
|
63,930
|
486,933
|
|||||||||
|
Goodwill
|
274,454
|
234,109
|
537,585
|
|||||||||
|
Contract assets
|
10,742
|
9,163
|
10,268
|
|||||||||
|
Deferred tax assets
|
20,928
|
17,852
|
23,063
|
|||||||||
|
Other assets
|
70,822
|
60,411
|
63,164
|
|||||||||
|
512,248
|
436,948
|
1,192,641
|
||||||||||
|
TOTAL ASSETS
|
1,090,669
|
930,341
|
1,796,061
|
|||||||||
|
September 30, 2020
|
December 31, 2019
|
|||||||||||
|
$
|
€
|
€
|
||||||||||
|
LIABILITIES
|
||||||||||||
|
CURRENT LIABILITIES
|
||||||||||||
|
Trade and other payables
|
87,889
|
74,969
|
173,855
|
|||||||||
|
Interest‑bearing liabilities
|
478,855
|
408,463
|
204,583
|
|||||||||
|
Lease liabilities
|
8,993
|
7,671
|
10,041
|
|||||||||
|
Accrued expense
|
56,538
|
48,227
|
69,846
|
|||||||||
|
Deferred income
|
-
|
-
|
5
|
|||||||||
|
Contract liabilities
|
134,254
|
114,519
|
199,900
|
|||||||||
|
Other liabilities
|
10,246
|
8,740
|
19,208
|
|||||||||
|
Income tax payable
|
12,504
|
10,666
|
21,787
|
|||||||||
|
Provisions
|
8,693
|
7,415
|
9,234
|
|||||||||
|
797,972
|
680,670
|
708,459
|
||||||||||
|
Liabilities directly associated with the assets held for sale
|
-
|
-
|
6,975
|
|||||||||
|
797,972
|
680,670
|
715,434
|
||||||||||
|
NON‑CURRENT LIABILITIES
|
||||||||||||
|
Interest‑bearing liabilities
|
1,176
|
1,003
|
641,085
|
|||||||||
|
Lease liabilities
|
22,647
|
19,318
|
29,154
|
|||||||||
|
Accrued expenses
|
3,586
|
3,059
|
3,051
|
|||||||||
|
Contract liabilities
|
10,464
|
8,926
|
17,271
|
|||||||||
|
Deferred tax liabilities
|
22,015
|
18,779
|
99,202
|
|||||||||
|
Provisions
|
3,295
|
2,811
|
3,936
|
|||||||||
|
Long‑term payroll payables
|
19,113
|
16,303
|
15,336
|
|||||||||
|
Other liabilities
|
25,816
|
22,021
|
43,578
|
|||||||||
|
108,112
|
92,220
|
852,613
|
||||||||||
|
TOTAL LIABILITIES
|
906,084
|
772,890
|
1,568,047
|
|||||||||
|
EQUITY
|
||||||||||||
|
Share capital
|
1,782,903
|
1,520,816
|
1,520,816
|
|||||||||
|
Reserves
|
(973,510
|
)
|
(830,404
|
)
|
(813,300
|
)
|
||||||
|
Accumulated deficit
|
(627,507
|
)
|
(535,263
|
)
|
(483,211
|
)
|
||||||
|
Equity attributable to equity holders of the parent
|
181,886
|
155,149
|
224,305
|
|||||||||
|
Non‑controlling interests
|
2,699
|
2,302
|
3,709
|
|||||||||
|
TOTAL EQUITY
|
184,585
|
157,451
|
228,014
|
|||||||||
|
TOTAL LIABILITIES AND EQUITY
|
1,090,669
|
930,341
|
1,796,061
|
|||||||||
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||||||||||
|
September 30, 2020
|
September 30, 2019
|
September 30, 2020
|
September 30, 2019
|
|||||||||||||||||||||
|
$
|
€
|
€
|
$
|
€
|
€
|
|||||||||||||||||||
|
NET CASH FLOWS USED IN OPERATING ACTIVITIES
|
(15,156
|
)
|
(12,928
|
)
|
(24,493
|
)
|
8,864
|
7,561
|
(23,676
|
)
|
||||||||||||||
|
NET CASH FLOWS FROM INVESTING ACTIVITIES
|
358,315
|
305,643
|
(6,882
|
)
|
319,974
|
272,938
|
(132,000
|
)
|
||||||||||||||||
|
NET CASH FLOWS USED IN FINANCING ACTIVITIES
|
(365,600
|
)
|
(311,857
|
)
|
(34,042
|
)
|
(295,081
|
)
|
(251,704
|
)
|
97,957
|
|||||||||||||
|
NET DECREASE IN CASH AND CASH EQUIVALENTS
|
(22,441
|
)
|
(19,142
|
)
|
(65,417
|
)
|
33,757
|
28,795
|
(57,719
|
)
|
||||||||||||||
|
Cash and cash equivalents at beginning of the period
|
196,421
|
167,547
|
186,505
|
191,354
|
163,225
|
177,048
|
||||||||||||||||||
|
Effect of foreign exchange rate changes, net
|
(301
|
)
|
(257
|
)
|
1,697
|
(4,113
|
)
|
(3,509
|
)
|
3,456
|
||||||||||||||
|
Net increase/(decrease) in cash and cash equivalents recorded in assets held for sale
|
4,165
|
3,553
|
-
|
(43,154
|
)
|
(36,810
|
)
|
-
|
||||||||||||||||
|
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
177,844
|
151,701
|
122,785
|
177,844
|
151,701
|
122,785
|
||||||||||||||||||
|
For the three months ended
|
For the nine months ended
|
|||||||||||||||||||||||
|
September 30, 2020
|
September 30, 2019
|
September 30, 2020
|
September 30, 2019
|
|||||||||||||||||||||
|
$
|
€
|
€
|
$
|
€
|
€
|
|||||||||||||||||||
|
Continued operations
|
||||||||||||||||||||||||
|
Profit/(loss) for the period from continuing operations
|
6,402
|
5,461
|
(23,881
|
)
|
7,829
|
6,677
|
(1,516
|
)
|
||||||||||||||||
|
Income tax
|
3,945
|
3,365
|
5,784
|
10,104
|
8,619
|
13,303
|
||||||||||||||||||
|
Net interest expenses
|
10,144
|
8,653
|
18,598
|
28,001
|
23,885
|
36,125
|
||||||||||||||||||
|
Depreciation and amortization
|
6,318
|
5,389
|
4,576
|
20,023
|
17,080
|
14,944
|
||||||||||||||||||
|
EBITDA from continuing operations
|
26,809
|
22,868
|
5,077
|
65,957
|
56,261
|
62,856
|
||||||||||||||||||
|
Share-based compensation(1)
|
1,011
|
862
|
9,028
|
3,773
|
3,218
|
9,758
|
||||||||||||||||||
|
Expenses or charges relating to acquisition(2)
|
-
|
-
|
-
|
-
|
-
|
503
|
||||||||||||||||||
|
Expenses or charges relating to IPO or financing(3)
|
(50
|
)
|
(43
|
)
|
(267
|
)
|
322
|
275
|
3,454
|
|||||||||||||||
|
Restructure and disposal of investments/subsidiaries(4)
|
5,792
|
4,941
|
-
|
4,621
|
3,942
|
-
|
||||||||||||||||||
|
Loss on foreign exchange and derivatives, and other financial charges(5)
|
1,250
|
1,066
|
1,820
|
8,278
|
7,061
|
1,478
|
||||||||||||||||||
|
Estimated client compensation relating to fraudulent activities(6)
|
-
|
-
|
1,269
|
-
|
-
|
8,298
|
||||||||||||||||||
|
Expenses or charges relating to Sarbanes-Oxley compliance(7)
|
-
|
-
|
-
|
522
|
445
|
-
|
||||||||||||||||||
|
Remeasurement of contingent consideration(8)
|
(202
|
)
|
(172
|
)
|
-
|
(306
|
)
|
(261
|
)
|
-
|
||||||||||||||
|
Net (gain)/loss on disposal of assets (9)
|
(7
|
)
|
(6
|
)
|
-
|
96
|
82
|
-
|
||||||||||||||||
|
Expenses relating to shareholder class action lawsuit (10)
|
2
|
2
|
-
|
169
|
144
|
-
|
||||||||||||||||||
|
Adjusted EBITDA from continuing operations
|
34,605
|
29,518
|
16,927
|
83,432
|
71,167
|
86,347
|
||||||||||||||||||
|
Discontinued operations
|
||||||||||||||||||||||||
|
Loss for the period from discontinued operations
|
(4,770
|
)
|
(4,069
|
)
|
(7,318
|
)
|
(69,728
|
)
|
(59,478
|
)
|
(13,754
|
)
|
||||||||||||
|
Net interest expense, income tax, depreciation and amortization
|
(4
|
)
|
(3
|
)
|
11,747
|
28,234
|
24,084
|
25,896
|
||||||||||||||||
|
EBITDA from discontinued operations
|
(4,774
|
)
|
(4,072
|
)
|
4,429
|
(41,494
|
)
|
(35,394
|
)
|
12,142
|
||||||||||||||
|
Adjustments (11)
|
(2,889
|
)
|
(2,464
|
)
|
17,913
|
9,278
|
7,914
|
24,053
|
||||||||||||||||
|
Adjusted EBITDA from discontinued operations
|
(7,663
|
)
|
(6,536
|
)
|
22,342
|
(32,216
|
)
|
(27,480
|
)
|
36,195
|
||||||||||||||
|
Adjusted EBITDA
|
26,942
|
22,982
|
39,269
|
51,216
|
43,687
|
122,542
|
||||||||||||||||||
| 1. |
Share-based compensation consisted of share-based compensation and social insurance expenses. This item has been excluded as it is a non-recurring expense.
|
| 2. |
Represents expenses incurred for professional fees such as legal counsel, auditors, underwriters, valuation experts and consultants mainly in respect of acquisitions.
|
| 3. |
Represents professional fees of legal counsel, auditors, due diligence experts, consultants, and related expenses for our IPO and financing.
|
| 4. |
Represents expenses or costs incurred in the restructuring and disposal of investments and subsidiary companies.
|
| 5. |
Represents the loss on foreign exchange, derivative financial instruments at fair value through profit or loss, termination of the cross-currency swap and other financial charges.
|
| 6. |
Represents the amount estimated to be paid by Infront as compensation in connection with fraudulent activities presumably undertaken by a former senior employee of Infront.
|
| 7. |
Represents Sarbanes-Oxley Act consulting charges paid to third parties.
|
| 8. |
Represents fair value change of contingent consideration from business combination.
|
| 9. |
Represents net loss on disposal of property, plant and equipment and intangible assets.
|
| 10. |
Represents legal fees related to shareholder class action, voluntarily dismissed on May 18, 2020.
|
| 11. |
Represents mainly gain on foreign exchange and change in fair value of investments.
|