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What changed in Genius Sports Ltd's 20-F — 2022 vs 2023

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Paragraph-level year-over-year comparison of Genius Sports Ltd's 2022 and 2023 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+593 added−558 removedSource: 20-F (2024-03-15) vs 20-F (2023-03-30)

Top changes in Genius Sports Ltd's 2023 20-F

593 paragraphs added · 558 removed · 444 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

198 edited+101 added−43 removed236 unchanged
Biggest changeLoss of existing relationships with these sports organizations, failure to win future tenders for new and/or existing rights packages, an inability by us to meet the cost of rising rights acquisition fees, overreliance on existing relationships, or failure to renew or expand existing relationships may cause unanticipated costs or loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations and prospects. • Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects, and could lead to reputational loss with our rightsholder partners and potential legal implications if we are unable to protect and monetize their intellectual property. • We may face claims for intellectual property infringement, which could subject us to unanticipated legal and advisory fees, monetary damages, or limit us in using some of our technologies or providing certain solutions. • Issues related to the U.K.’s status of being outside the European Union and/or its potential re-entry into the European Union may have a negative effect on global economic conditions, financial markets and our business in years to come. • We operate in a competitive market, and we may lose customers and relationships to both existing and future competitors. • Fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians collecting data on behalf of the Company, may adversely affect our business, financial condition and results of operations and negatively impact our reputation. • Our collection, storage and processing of personal data is subject to applicable data protection and privacy laws in various jurisdictions, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action. • We may be subject to future litigation and investigations in various jurisdictions and with various plaintiffs in the operation of our business.
Biggest changeFailure to obtain intellectual property protection that is sufficiently broad may diminish our competitive advantages or interfere with our ability to develop and market our products and services. • We may face claims for intellectual property infringement, which could subject us to unanticipated legal and advisory fees, monetary damages, or limit us in using some of our technologies or providing certain solutions. • Risks related to the UK’s exit from the European Union may have a negative effect on global economic conditions, financial markets and our business. • We operate in a competitive market, and we may lose customers and relationships to both existing and future competitors. 2 Table of Contents • Fraud, corruption or negligence related to sports events, or by our employees or contracted statisticians collecting data on behalf of the Company, may adversely affect our business, financial condition and results of operations and negatively impact our reputation. • Our collection, storage and processing of personal data is subject to applicable data protection and privacy laws in various jurisdictions, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action. • We may be subject to future litigation and investigations in various jurisdictions and with various plaintiffs in the operation of our business.
Loss of existing relationships with these sports organizations, failure to win future tenders for new and/or existing rights packages, an inability or unwillingness by us to meet the cost of rising rights acquisition fees, overreliance on existing relationships or failure to renew or expand existing relationships may cause unanticipated costs or loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.
Overreliance on or loss of existing relationships with these sports organizations, failure to win future tenders for new and/or existing rights packages, an inability or unwillingness by us to meet the cost of rising rights acquisition fees, or failure to renew or expand existing relationships may cause unanticipated costs or loss of competitive advantage or require us to modify, limit or discontinue certain offerings, which could materially affect our business, financial condition and results of operations.
Certain of our pre-Listing holders, NFL Enterprises and PIPE Investors have been granted certain rights, pursuant to the Amended and Restated Investor Rights Agreement and Subscription Agreements, respectively, to require Genius to register, in certain circumstances, the resale under the Securities Act of their Genius ordinary shares or warrants held by them, subject to certain conditions, and to certain demand, piggy-back and shelf registration rights.
Certain of our pre-Listing holders, the NFL Enterprises and PIPE Investors have been granted certain rights, pursuant to the Amended and Restated Investor Rights Agreement and Subscription Agreements, respectively, to require Genius to register, in certain circumstances, the resale under the Securities Act of their Genius ordinary shares or warrants held by them, subject to certain conditions, and to certain demand, piggy-back and shelf registration rights.
Genius will remain an “emerging growth company” until the earliest to occur of: (i) the last day of the fiscal year (a) following August 18, 2025, (b) in which Genius has total annual gross revenue of at least $1.0 billion, or (c) in which Genius is deemed to be a large accelerated filer, which means the market value of our Genius ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which Genius has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Genius will remain an “emerging growth company” until the earliest to occur of: (i) the last day of the fiscal year (a) following August 18, 2025, (b) in which Genius has total annual gross revenue of at least $1.2 billion, or (c) in which Genius is deemed to be a large accelerated filer, which means the market value of our Genius ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which Genius has issued more than $1.0 billion in non-convertible debt during the prior three-year period.
Factors affecting the trading price of Genius ordinary shares may include: • actual or anticipated fluctuations in Genius’s quarterly financial results or the quarterly financial results of companies perceived to be similar to Genius; • changes in the market’s expectations about Genius’s operating results; • changes in the market’s valuation multiple ascribed to Genius and its industry; 17 Table of Contents • Genius’s high beta as a growth, technology, and gaming business, which increases its sensitivity to fluctuations in market risk sentiment; • block trades, dark pools, and other non-publicly traded exchanges; • success of competitors; • Genius’s operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning Genius or the industries in which Genius operates in general; • operating and share price performance of other companies that investors deem comparable to Genius; • Genius’s ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting Genius’s business; • concerns over customers business or the wider consumer market for sportsbooks; • commencement of, or involvement in, litigation involving Genius; • changes in Genius’s capital structure, such as future issuances of securities (including, but not limited to, pursuant to stock option plans and other equity compensation arrangements available to officers, directors or employees, or other equity issuance transactions for which Genius, as a foreign private issuer, is not required by NYSE corporate governance listing standards to seek shareholder approval) or the incurrence of additional debt; • changes in significant shareholding; • the volume of Genius ordinary shares available for public sale; • any major change in Genius’s management or Board of Directors; • social, environmental or governance factors relating to our relationship to sportsbooks or otherwise; • sales of substantial amounts of Genius ordinary shares by Genius’s directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, inflation, international currency fluctuations and acts of war or terrorism.
Factors affecting the trading price of Genius ordinary shares may include: • actual or anticipated fluctuations in Genius’s quarterly financial results or the quarterly financial results of companies perceived to be similar to Genius; • changes in the market’s expectations about Genius’s operating results; • changes in the market’s valuation multiple ascribed to Genius and its industry; • Genius’s high beta as a growth, technology, and gaming business, which increases its sensitivity to fluctuations in market risk sentiment; • block trades, dark pools, and other non-publicly traded exchanges; • success of competitors; • Genius’s operating results failing to meet the expectation of securities analysts or investors in a particular period; • changes in financial estimates and recommendations by securities analysts concerning Genius or the industries in which Genius operates in general; • operating and share price performance of other companies that investors deem comparable to Genius; • Genius’s ability to market new and enhanced products on a timely basis; • changes in laws and regulations affecting Genius’s business; • concerns over customers business or the wider consumer market for sportsbooks; • commencement of, or involvement in, litigation involving Genius; • changes in Genius’s capital structure, such as future issuances of securities (including, but not limited to, pursuant to stock option plans and other equity compensation arrangements available to officers, directors or employees, or other equity issuance transactions for which Genius, as a foreign private issuer, is not required by NYSE corporate governance listing standards to seek shareholder approval) or the incurrence of additional debt; • changes in significant shareholding; • the volume of Genius ordinary shares available for public sale; • any major change in Genius’s management or Board of Directors; • social, environmental or governance factors relating to our relationship to sportsbooks or otherwise; • sales of substantial amounts of Genius ordinary shares by Genius’s directors, executive officers or significant shareholders or the perception that such sales could occur; and • general economic and political conditions such as recessions, interest rates, fuel prices, inflation, international currency fluctuations and acts of war or terrorism.
Any such access, disclosure, other loss or theft of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to users, damage to our reputation, and a loss of confidence in our products and services, each of which could adversely affect our business, financial condition, results of operations and prospects.
Any such access, disclosure, other corruption, loss or theft of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, and regulatory penalties, disruption of our operations and the services we provide to users, damage to our reputation, and a loss of confidence in our products and services, each of which could adversely affect our business, financial condition, results of operations and prospects.
In order to diversify our data transfer strategy, we will continue to explore other options managing data from Europe, including without limitation, amending SCCs where required and considering suppliers that limit their data processing activities to ensure processing occurs in Europe at all times, which may involve substantial expense and distraction from other aspects of our business.
In order to diversify our data transfer strategy, we will continue to explore other options managing data from Europe, including without limitation, amending SCCs and IDTAs where required and considering suppliers that limit their data processing activities to ensure processing occurs in Europe at all times, which may involve substantial expense and distraction from other aspects of our business.
Among others, we are not required to: (a) have a majority of the members of our board of directors who are independent; (b) hold regular meetings of our non-executive directors without the executive directors; (c) have a nominating and/or corporate governance committee composed of entirely independent directors; (d) have a remuneration/compensation committee composed of entirely independent directors; (e) adopt a code of business conduct and ethics; (f) seek shareholder approval of stock option plans and other equity compensation arrangements available to officers, directors or employees and any material amendments thereto; (g) seek shareholder approval of certain equity issuances, including, but not limited to, the issuance of more than 1% of our outstanding ordinary shares or 1% of the voting power outstanding to a related party; (h) comply with certain rules and regulations under the Exchange Act and the NYSE related to the content of proxy statements that apply to domestic issuers; (i) have an audit committee or another independent body of the board of directors conduct a reasonable prior review and oversight of certain related party transactions that foreign private issuers are not required to disclose; (j) disclose specifics relating to employee compensation or human capital management; (k) comply with proxy disclosure requirements of the Exchange Act; and (l) provide notice to shareholders if the date of the annual meeting is changed by more than 30 calendar days from the date of the previous years’ meeting as required by Schedule 14N of the Exchange Act.
Among others, we are not required to: (a) have a majority of the members of our board of directors who are independent; (b) hold regular meetings of our non-executive directors without the executive directors; (c) have a nominating and/or corporate governance committee composed of entirely independent directors; (d) have a remuneration/compensation committee composed of entirely independent directors; 24 Table of Contents (e) adopt a code of business conduct and ethics; (f) seek shareholder approval of stock option plans and other equity compensation arrangements available to officers, directors or employees and any material amendments thereto; (g) seek shareholder approval of certain equity issuances, including, but not limited to, the issuance of more than 1% of our outstanding ordinary shares or 1% of the voting power outstanding to a related party; (h) comply with certain rules and regulations under the Exchange Act and the NYSE related to the content of proxy statements that apply to domestic issuers; (i) have an audit committee or another independent body of the board of directors conduct a reasonable prior review and oversight of certain related party transactions that foreign private issuers are not required to disclose; (j) disclose specifics relating to employee compensation or human capital management; (k) comply with proxy disclosure requirements of the Exchange Act; and (l) provide notice to shareholders if the date of the annual meeting is changed by more than 30 calendar days from the date of the previous years’ meeting as required by Schedule 14N of the Exchange Act.
If we lose any official accreditation from one of our league or federation partners, we could lose our exclusive rights to collect certain data, streams or other properties and our services would be less attractive to customers. Our revenue may decrease as a result, which could have a material adverse effect on the results of our operations.
If we lose official accreditation from one of our league or federation partners, we could lose our exclusive rights to collect certain data, streams or other properties and our services would be less attractive to customers. Our revenue may decrease as a result, which could have a material adverse effect on the results of our operations.
Bribery Act also prohibits “commercial” bribery or the appearance of such bribery. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.
The UK Bribery Act also prohibits “commercial” bribery or the appearance of such bribery. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.
We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit confidential and sensitive information. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised.
We rely on encryption and authentication technology licensed from third parties in an effort to securely transmit and store confidential and sensitive information. Advances in computer capabilities, new technological discoveries or other developments may result in the whole or partial failure of this technology to protect transaction data or other confidential and sensitive information from being breached or compromised.
Protracted litigation costs could negatively affect our operational costs, and an adverse outcome in one or more proceedings could adversely affect our business. Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our and our customers’ operations and financial results.
Protracted litigation costs could negatively affect our operational costs, and an adverse outcome in one or more proceedings could adversely affect our business operations and financial position. Future legislative and regulatory action, and court decisions or other governmental action, may have a material impact on our and our customers’ operations and financial results.
In addition, the loss of employees or the inability to hire qualified personnel that are knowledgeable regarding the sports data industry could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.
In addition, the loss of employees or the inability to hire qualified personnel that are knowledgeable regarding the sports data and technology industry could result in significant disruptions to our business, and the integration of replacement personnel could be time-consuming and expensive and cause additional disruptions to our business.
As a public company, we will incur significant legal, accounting, insurance and other expenses that we have not incurred as a private company, including costs associated with public company reporting requirements. We have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC.
As a public company, we will incur significant legal, accounting, insurance and other expenses that we did not incur as a private company, including costs associated with public company reporting requirements. We have incurred and will incur costs associated with the Sarbanes-Oxley Act and related rules implemented by the SEC.
The sports data industry requires specific knowledge that is not easily transferable from other industries, and finding suitable replacements for specialized roles can be challenging in a limited talent pool.
The sports data and technology industry requires specific knowledge that is not easily transferable from other industries, and finding suitable replacements for specialized roles can be challenging in a limited talent pool.
Protracted litigation costs could negatively affect our operational costs, and an adverse outcome in one or more proceedings could adversely affect our business operations and financial position. • We rely on information technology and other services, systems and platforms, including our data centers, Amazon Web Services and certain other third-party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
Protracted litigation costs could negatively affect our operational costs, and an adverse outcome in one or more proceedings could adversely affect our business operations and financial position. • We rely on information technology and other services, systems and platforms, including Amazon Web Services and certain other third-party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
Although we generated less than 1% of our revenues in Russia, Belarus and Ukraine for the year ended December 31, 2022, the ongoing conflict between Russian and Ukraine, uncertainty and disruption in the global economy and financial markets due to such conflict, and further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business or have offices, which could adversely affect our business and/or our customers, suppliers and vendors in the broader region.
Although we generated less than 1% of our revenues in Russia, Belarus and Ukraine for the year ended December 31, 2023 the ongoing conflict between Russian and Ukraine, uncertainty and disruption in the global economy and financial markets due to such conflict, and further escalation of geopolitical tensions could have a broader impact that expands into other markets where we do business or have offices, which could adversely affect our business and/or our customers, suppliers and vendors in the broader region.
If we are unable to obtain additional capital when required, or on reasonable terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed. 15 Table of Contents Risks Related to Genius Sports Group’s International Operations The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.
If we are unable to obtain additional capital when required, or on reasonable terms, our ability to continue to support our business growth or to respond to business opportunities, challenges or unforeseen circumstances could be adversely affected, and our business may be harmed. 20 Table of Contents Risks Related to Genius Sports Group’s International Operations The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.
Furthermore, where reporting on such metrics does not require standardized reporting or external auditing, any reporting of target achievement may be subject to variables in calculation methodology. 23 Table of Contents Additionally, the manner and frequency in which the Company reports on environmental, social or governance matters may be informed by relevant frameworks, such as the Taskforce on Climate-Related Financial Disclosures, or may be provided without reference to any particular framework or benchmark.
Furthermore, where reporting on such metrics does not require standardized reporting or external auditing, any reporting of target achievement may be subject to variables in calculation methodology. 30 Table of Contents Additionally, the manner and frequency in which the Company reports on environmental, social or governance matters may be informed by relevant frameworks, such as the Taskforce on Climate-Related Financial Disclosures, or may be provided without reference to any particular framework or benchmark.
Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, markets conditions, our credit rating and other factors.
Our ability to obtain additional capital, if and when required, will depend on our business plans, investor demand, our operating performance, markets conditions, our potential credit rating, and other factors.
We rely on information technology and other systems and platforms, including our data center and Amazon Web Services and certain other third- party platforms, and failures, errors, defects or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
We rely on information technology and other systems and platforms, including Amazon Web Services and certain other third- party platforms, and failures, errors, defects, or disruptions therein could diminish our brand and reputation, subject us to liability, disrupt our business, affect our ability to scale our technical infrastructure and adversely affect our operating results and growth prospects.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not required. C. Reasons for the Offer and Use of Proceeds Not applicable. 1 Table of Contents D. Risk Factors Summary of Risk Factors Our business faces significant risks and uncertainties. These risks and uncertainties could materially and adversely affect our business, financial condition or results of operations.
ITEM 3. KEY INFORMATION A. [Reserved] B. Capitalization and Indebtedness Not required. C. Reasons for the Offer and Use of Proceeds Not required. 1 Table of Contents D. Risk Factors Our business faces significant risks and uncertainties. These risks and uncertainties could materially and adversely affect our business, financial condition or results of operations.
Any default could require that we repay outstanding indebtedness prior to maturity or that a lender could enforce a lien on our assets, as well as limit our ability to obtain additional financing, which in turn may have a material adverse effect on our cash flow and liquidity. 24 Table of Contents
Any default could require that we repay outstanding indebtedness prior to maturity or that a lender could enforce a lien on our assets, as well as limit our ability to obtain additional financing, which in turn may have a material adverse effect on our cash flow and liquidity. 31 Table of Contents
From time to time, we may enter into letters of intent, agreements, agreements in principle or memoranda of understanding or similar documents or commitments related to acquisitions of a new or complementary business. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts.
From time to time, we may enter into letters of intent, agreements, agreements in principle or memoranda of understanding or similar documents or commitments related to acquisitions of new or complementary businesses. In some cases, the costs of such acquisitions may be substantial, including as a result of professional fees and due diligence efforts.
The market values of Genius ordinary shares in the future may vary significantly from the date of this Report or the time you purchased them. The trading market for Genius ordinary shares may be impacted, in part, by the research and reports that securities or industry analysts publish about us or our business.
The market value of Genius ordinary shares in the future may vary significantly from the date of this Report or the time you purchased them. The trading market for Genius ordinary shares may be impacted, in part, by the research and reports that securities or industry analysts publish about us or our business.
As it is in the short seller’s interest for the price of the security to decline, many short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short.
As it is in the short seller’s interest for the price of the security to decline, some short sellers publish, or arrange for the publication of, negative opinions regarding the relevant issuer and its business prospects in order to create negative market momentum and generate profits for themselves after selling a security short.
We can not assure that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of sports betting and online gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).
We cannot assure that legally enforceable legislation will not be proposed and passed in jurisdictions relevant or potentially relevant to our business to prohibit, legislate or regulate various aspects of sports betting and online gaming industries (or that existing laws in those jurisdictions will not be interpreted negatively).
Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher.
Although we have elected to comply with certain US regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under US securities laws as a US domestic issuer may be significantly higher.
This may make comparison of Genius’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accountant standards used.
This may make comparison of Genius’ financial statements with another public company, which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accountant standards used.
Although we rarely rely on individuals’ explicit consent to transfer their personal information from Europe to the U.S. and other countries, in most cases we have relied or may rely on the SCCs (although, as noted above, we are following ICO and EU guidance and directions to assess the adequacy of such transfers, including ensuring that the guarantees provided in the SCCs can be complied with in practice).
Although we rarely rely on individuals’ explicit consent to transfer their personal information from Europe to the US and other countries, in most cases we have relied or may rely on the SCCs (although, as noted above, we are following ICO and EU guidance and directions to assess the adequacy of such transfers, including ensuring that the guarantees provided in the SCCs can be complied with in practice).
Any one of these developments could have a material adverse effect on our and our customers’, suppliers’ and vendors’ business, financial condition, results of operations and prospects. The market price of Genius ordinary shares has declined from their listing date.
Any one of these developments could have a material adverse effect on our and our customers’, suppliers’ and vendors’ business, financial condition, results of operations and prospects. The market price of Genius ordinary shares has declined since their listing date.
As a foreign private issuer company incorporated in the State of Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ, and in some cases significantly differ, from NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
As a foreign private issuer company incorporated in Guernsey, we are permitted to adopt certain home country practices in relation to corporate governance matters that differ, and in some cases significantly differ, from NYSE corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with NYSE corporate governance listing standards.
Given the delay in finalizing the ePrivacy Regulation, certain EU regulators have issued guidance (including U.K. and French data protection regulators) on the requirement to seek strict opt-in, unbundled consent to use all nonessential cookies. We may need to make changes to our cookies notice or require additional resources to meet these compliance requirements.
Given the delay in finalizing the ePrivacy Regulation, certain EU regulators have issued guidance (including UK and French data protection regulators) on the requirement to seek strict opt-in, unbundled consent to use all nonessential cookies. We may need to make changes to our cookies notice or require additional resources to meet these compliance requirements.
Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in their U.S. taxable income, as ordinary income, their pro rata share of “Subpart F income”, “global intangible low-taxed income” and certain investments in U.S. property by controlled foreign corporations, whether or not such controlled foreign corporation make any distributions to such United States shareholder.
Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in their US taxable income, as ordinary income, their pro rata share of “Subpart F income”, “global intangible low-taxed income” and certain investments in US property by controlled foreign corporations, whether or not such controlled foreign corporation make any distributions to such United States shareholder.
Accordingly, we are unable to determine whether Genius will be treated as a PFIC for the taxable year of 2022 or for future taxable years, and there can be no assurance that Genius will not be treated as a PFIC for any taxable year.
Accordingly, we are unable to determine whether Genius will be treated as a PFIC for the taxable year of 2023 or for future taxable years, and there can be no assurance that Genius will not be treated as a PFIC for any taxable year.
The term of these contractual provisions often survives termination or expiration of the applicable agreement. Large indemnity payments of damage claims from contractual breach could harm our business, results of operations and financial condition. Although we generally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them.
The term of these contractual provisions may survive termination or expiration of the applicable agreement. Large indemnity payments of damage claims from contractual breach could harm our business, results of operations and financial condition. Although we generally contractually limit our liability with respect to such obligations, we may still incur substantial liability related to them.
Inability to import personal information from the European Economic Area, U.K. or Switzerland may also restrict our operations in Europe, limit our ability to collaborate with our customers, sports organizations, service providers, contractors and other companies subject to European data protection laws and require us to increase our data processing capabilities in Europe at significant expense.
Inability to import personal information from the European Economic Area, UK or Switzerland may also restrict our operations in Europe, limit our ability to collaborate with our customers, sports organizations, service providers, contractors and other companies subject to European data protection laws and require us to increase our data processing capabilities in Europe at significant expense.
We may, however, be unsuccessful in establishing an adequate mechanism for data transfer and will be at risk of enforcement actions taken by an EU/U.K./Swiss data protection authority until such point in time that we ensure an adequate mechanism for European data transfers, which could damage our reputation, inhibit sales and harm our business.
We may, however, be unsuccessful in establishing an adequate mechanism for data transfer and will be at risk of enforcement actions taken by an EU/UK/Swiss data protection authority until such point in time that we ensure an adequate mechanism for European data transfers, which could damage our reputation, inhibit sales and harm our business.
We cannot be certain that our current uses of data and other materials from publicly available sources (including third party websites) or otherwise, which are not known to infringe or misappropriate third party intellectual property today, will not result in claims for infringement or misappropriation of 12 Table of Contents third party intellectual property or other legal claims in the future.
We cannot be certain that our current uses of data and other materials from publicly available sources (including third party websites) or otherwise, which are not known to infringe or misappropriate third party intellectual property today, will not result in claims for infringement or misappropriation of third party intellectual property or other legal claims in the future.
We will also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers.
We will also have to mandatorily comply with US federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with US domestic issuers.
As a result, it is difficult or may be impossible for investors to effect service of process upon Genius within the U.S. or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the U.S.. Additionally, it is difficult to assert U.S. securities law claims in actions originally instituted outside of the U.S..
As a result, it is difficult or may be impossible for investors to effect service of process upon Genius within the US or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the US. Additionally, it is difficult to assert US securities law claims in actions originally instituted outside of the US.
Lack of clarity about other future U.K. laws and regulations as the U.K. determines which European Union laws to replace or replicate, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws could increase costs, depress economic activity, restrict our access to capital, impair our ability to attract and retain qualified personnel, and have other adverse consequences.
Lack of clarity about other future UK laws and regulations as the UK determines which European Union laws to replace or replicate, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual property rights, AI regulations, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws could increase costs, depress economic activity, restrict our access to capital, impair our ability to attract and retain qualified personnel, and have other adverse consequences.
In 2021, a group of U.K. football players issued a data subject access request under the GDPR (dubbed “Project Red Card”) to various participants in the sports data and sports betting industries, including the Company, but thus far it has not developed further into litigation.
In 2021, a group of UK football players issued a data subject access request under the GDPR (dubbed “Project Red Card”) to various participants in the sports data and sports betting industries, including the Company, but thus far it has not developed further into litigation.
A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due.
A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s US federal income tax return for the year for which such reporting was due.
Further, certain countries or organizations have implemented actions and may implement further actions in relation to the conflict, including trade actions, tariffs, export controls, and sanctions, against other countries or localities, including potentially against certain government, government-related, or other entities or individuals, which along with any retaliatory measures, could 7 Table of Contents increase costs, adversely affect our operations, or adversely affect our ability to meet contractual and financial obligations.
Further, certain countries or organizations have implemented actions and may implement further actions in relation to the conflict, including trade actions, tariffs, export controls, and sanctions, against other countries or localities, including potentially against certain government, government-related, or other entities or individuals, which along with any retaliatory measures, could increase costs, adversely affect our operations, or adversely affect our ability to meet contractual and financial obligations.
In addition, if one or more analysts cease coverage or fail to regularly publish reports on us, our share price or trading volume may decline. In addition, fluctuations in the price of Genius ordinary shares could contribute to the loss of all or part of your investment.
In addition, if one or more analysts cease coverage or fail to regularly publish reports on us, our share price or trading volume may decline. 22 Table of Contents In addition, fluctuations in the price of Genius ordinary shares could contribute to the loss of all or part of your investment.
These risks include, among others, the following: • Our business and operating results and the business and operating results of our customers, suppliers and vendors may be significantly impacted by political and social conditions, wars or terrorist activity, severe weather events and other natural disasters, climate related disasters, geopolitical circumstances and events, such as the Russia and Ukraine conflict and tensions between the US and China.
These risks include, among others, the following: • Our business and operating results and the business and operating results of our customers, suppliers and vendors may be significantly impacted by political and social conditions, wars or terrorist activity, severe weather events and other natural disasters, climate related disasters, geopolitical circumstances and events, such as the Russia and Ukraine conflict and the Israel and Palestine conflict as well as ongoing tensions between the US and China.
Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
Further, if US law is found to be applicable, the content of applicable US law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
Should any corporate compliance, disclosure or reporting obligations be expanded, Genius may incur costs to comply with these obligations for many of their entities within their group companies, including those outside of the UK. 21 Table of Contents Genius may not be subject to the UK Takeover Code.
Should any corporate compliance, disclosure or reporting obligations be expanded, Genius may incur costs to comply with these obligations for many of their entities within their group companies, including those outside of the UK. Genius may not be subject to the UK Takeover Code.
Finally, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations. Risks related to the U.K.’s exit from the European Union (“Brexit”) may have a negative effect on global economic conditions, financial markets and our business.
Finally, the international scope of our business operations subjects us to multiple overlapping tax regimes that can make it difficult to determine what our obligations are in particular situations. Risks related to the UK’s exit from the European Union (“Brexit”) may have a negative effect on global economic conditions, financial markets, and our business.
Genius cannot provide any assurances that it will assist investors in determining whether Genius or any of its non-U.S. subsidiaries are treated as controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations.
Genius cannot provide any assurances that it will assist investors in determining whether Genius or any of its non-US subsidiaries are treated as controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations.
Nevertheless, whether Genius is treated as a PFIC for U.S. federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.
Nevertheless, whether Genius is treated as a PFIC for US federal income tax purposes is a factual determination that must be made annually at the close of each taxable year and, thus, is subject to significant uncertainty.
Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global sports, entertainment and sports betting industries, which may adversely affect our business and financial condition and the business and financial condition of our customers, suppliers and vendors.
Economic recessions have had, and may continue to have, far reaching adverse consequences across many industries, including the global sports, entertainment and sports betting industries, which may adversely affect our business 7 Table of Contents and financial condition and the business and financial condition of our customers, suppliers and vendors.
In the EU/U.K., marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation.
In the EU/UK, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation.
Although we periodically review our use of Open Source Software to avoid subjecting our services and product offerings to conditions we do not intend, the terms of many licenses for Open Source Software have not been interpreted by U.S., U.K. or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our services or product offerings.
Although we periodically review our use of Open Source Software to avoid subjecting our services and product offerings to conditions we do not intend, the terms of many licenses for Open Source Software have not been interpreted by US, UK or foreign courts, and there is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on our ability to provide or distribute our services or product offerings.
We have in the past employed third party contractors that may operate in countries under U.S. sanctions and, as a result, have been and may continue to be subject to legal proceedings regarding compliance with U.S. sanctions laws.
We have in the past employed third party contractors that may operate in countries under US sanctions and, as a result, have been and may continue to be subject to legal proceedings regarding compliance with US sanctions laws.
Although we generated only approximately 7% of our revenues in the U.K. for the year ended December 31, 2022, Brexit-related developments and the potential consequences of them have had and may continue to have a material adverse effect upon global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets.
Although we generated only approximately 7% of our revenues in the UK for the year ended December 31, 2023, Brexit-related developments and the potential consequences of them have had and may continue to have a material adverse effect upon global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets.
If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.
If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on US domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, we are exempt from certain provisions of the securities rules and regulations in the U.S. applicable to U.S. domestic public companies.
We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such, we are exempt from certain provisions of the securities rules and regulations in the US applicable to US domestic public companies.
Broad market and industry factors may materially harm the market price of Genius ordinary shares irrespective of Genius’s operating performance. The stock market in general, and NYSE, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected.
Broad market and industry factors may materially harm the market price of Genius ordinary shares irrespective of Genius’s operating performance. The stock market in general, and NYSE, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of its constituent companies.
On June 20, 2020, the ICO published a report setting out its views on advertising technology, specifically the use of personal data in “real time bidding” (i.e., in-play betting), and the key privacy compliance challenges arising from it.
On June 20, 2020, the ICO published a report setting out its views on advertising technology, specifically the use of personal data in “real time bidding” , and the key privacy compliance challenges arising from it.
Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim.
Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not US law, is applicable to the claim.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a U.S. domestic issuer.
As a result, you may not be afforded the same protections or information that would be made available to you were you investing in a US domestic issuer.
In order to maintain and grow in a competitive market, we require significant intellectual capital in the fields of technology, gaming, customer service and key management functions across various jurisdictions. Failure to retain key positions could result in increased recruitment costs for senior management positions and across competitive markets.
In order to maintain and grow in a competitive market, we require significant intellectual capital in the fields of technology (including artificial intelligence and machine learning), gaming, customer service and key management functions across various jurisdictions. Failure to retain key positions could result in increased recruitment costs for senior management positions and across competitive markets.
Any such clams, which could include a claim for injunctive relief and damages, if successful, could have a material adverse effect on our business, results of operations and financial position. We may be subject to future litigation or investigations in the operation of our business.
Any such clams, which could include a claim for injunctive relief and damages, if successful, could have a material adverse effect on our business, results of operations and financial position. We may be subject to future litigation and investigations in various jurisdictions and with various plaintiffs in the operation of our business.
We cannot assure you that absolute security will be provided by the measures we take to: prevent or hinder cyber-attacks and protect our systems, data and user information; to prevent outages, data or information loss and fraud; and to prevent or detect security breaches.
We cannot provide assurance that absolute security will be provided by the measures we take to: prevent or hinder cyber-attacks and protect our systems, data, and user information; to prevent outages, data or information loss and fraud; and to prevent or detect security breaches.
In addition, websites are often attacked through compromised credentials, including those obtained through phishing and credential stuffing.
In addition, websites are often breached through compromised credentials, including those obtained through phishing and credential stuffing.
Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations, both inside and outside of the U.K. and the U.S. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.
Our projections are subject to significant risks, assumptions, estimates and uncertainties, including assumptions regarding future legislation and changes in regulations, both inside and outside of the UK and the US. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.
For example, we operate an office in Zaporizhzhia, Ukraine and have operations and revenue generating business within Ukraine and, prior to the invasion, revenue from Russia.
For example, we operate an office in Zaporizhzhia, Ukraine and have operations and revenue generating business within Ukraine and, prior to the invasion by the Russian army, revenue from Russia.
Moreover, we cannot assure you that our processes for controlling our use of Open Source Software in our services and product offerings will be effective.
Moreover, we cannot be sure that our processes for controlling our use of Open Source Software in our services and product offerings will be effective.
Because Genius is incorporated under the laws of the States of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts is limited. Genius is a limited company incorporated under the laws of the States of Guernsey.
Because Genius is incorporated under the laws of Guernsey, you may face difficulties in protecting your interests, and your ability to protect your rights through the US Federal courts is limited. Genius is a limited company incorporated under the laws of Guernsey.
Foreign courts may refuse to hear a U.S. securities law claim, because foreign courts may not be the most appropriate forum in which to bring such a claim.
Foreign courts may refuse to hear a US securities law claim, because foreign courts may not be the most appropriate forum in which to bring such a claim.
To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future, including by overloading our systems and network and preventing our product offering from being accessed by legitimate users through the use of ransomware or other malware.
To date these attacks have not had a material impact on our operations or financial results, but we cannot provide assurance that they will not have a material impact in the future, including by overloading our systems and network, and preventing our product offering from being accessed by legitimate users.
Our information technology and other systems that maintain and transmit information, or the systems of third-party service providers and business partners, may be compromised by a malicious third-party penetration of our network security, or the network security of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or the actions or inactions of a third-party service provider or business partner.
Our information technology, product offerings and other systems that maintain and transmit information, or the systems of third-party service providers and business partners, may be compromised by a malicious third-party, or the security of a third-party service provider or business partner, or impacted by intentional or unintentional actions or inactions by our employees, or the actions or inactions of a third-party service provider, customer, or business partner.
There are currently a number of legal challenges to the validity of EU, U.K. and Swiss mechanisms for adequate data transfers such as the SCCs, and our work could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts.
There have been a number of legal challenges to the validity of EU, UK and Swiss mechanisms for adequate data transfers such as the SCCs, and our work could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts.
As such, a failure or significant interruption in our service could harm our reputation, our business, financial condition, results of operations and prospects. 13 Table of Contents Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to employee error, malfeasance or other disruptions.
As such, a failure or significant interruption in our service could harm our reputation, our business, financial condition, results of operations and prospects. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks by hackers or breached due to system or employee error, malfeasance, third party compromise or other disruptions.
Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, including thought leadership, our ability to provide high- quality, reliable and cost-effective products and services, the perceived value of our products and services, and our ability to provide quality customer success and support experience.
Successful promotion of our brand will depend on a number of factors, including the effectiveness of our marketing efforts, thought leadership, our ability to provide high-quality, reliable and cost-effective products and services, the perceived value of our products and services, and our ability to provide quality customer success and support experience. Brand promotion activities require us to make substantial expenditures.
We operate in a competitive market, and we may lose customers and relationships to both existing and future competitors. The markets for sports properties including (inter alia) data, streaming and other sports technology services and solutions and marketing services are competitive and rapidly changing. The sports media industry is particularly competitive and fast growing.
We operate in a competitive market, and we may lose customers and relationships to both existing and future competitors. The markets for sports properties including (inter alia) data, streaming and other sports technology services and solutions and marketing services are competitive and rapidly changing.
We have significant business operations in Europe, and our headquarters is in the U.K. where “Brexit” has occurred in 2021.
We have significant business operations in Europe, and our headquarters is in the UK where “Brexit” has occurred in 2021.
In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.
In recent years, US federal and state and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeGenius has over 170 media and advertising customers, including: • Recognized U.S. gaming brands such as BetMGM, Caesars, TwinSpires, Golden Nugget, DraftKings, FanDuel, William Hill, Delaware North and Unibet; • A wide range of sports betting and iGaming brands in Europe and Africa, including bet365, PlayOjo, and SuperBet; • A wide range of brands globally including Diageo, Sony, British Airways, Heineken, Nissan, Domino’s Pizza, Volvo, Buffalo Wild Wings that Genius helps engage and monetize sports fans through its dynamic creative, media buying or digital engagement tools. • Major global media publishers, such as Amazon Prime, CBS, and Univision, to which Genius helps drive valuable new audiences with data-driven sports and betting content; and • Sports properties including the National Football League (“NFL”) and more than 20 teams from Major League Baseball (“MLB”), including the LA Dodgers, the Houston Astros and the San Diego Padres, that Genius helps target fans with contextual marketing campaigns that drives ticket and merchandise sales. 38 Table of Contents Genius Technology Innovation is fundamental to the culture at Genius.
Biggest changePepper, Pepsi, Heineken, Bayer, Stellantis (Jeep/Dodge), LVMH, and Buffalo Wild Wings that Genius helps engage and monetize sports fans through its dynamic creative, media buying or digital engagement tools. • Major global media publishers, such as Amazon, CBS, Premier League Productions, NBA League Pass, NFL+ and TSN, to which Genius helps drive fan engagement through AI powered video augmentation; and • Sports properties including the NFL and more than 20 teams from MLB, including the LA Dodgers, the Houston Astros and the San Diego Padres, that Genius helps target fans with contextual marketing campaigns that drives ticket and merchandise sales.
Our Company purpose and values are set by our Board and are periodically reviewed by our Nominating and Governance Committee. In accordance with the principles of home country governance, we take the view that our purpose, values and strategy should be aligned and form the basis of our company culture. Accordingly, Genius’ culture is fair, ethical and performance oriented.
Our Company purpose and values are set by our Board and are periodically reviewed by our Nominating and Corporate Governance Committee. In accordance with the principles of home country governance, we take the view that our purpose, values and strategy should be aligned and form the basis of our company culture. Accordingly, Genius’ culture is fair, ethical and performance oriented.
Our revenues and revenues of our customers and sports organizations may also be affected by the scheduling of major sporting events that do not occur annually, such as the World Cup, or the cancellation or postponement of sporting events and races. All of these factors may impact our cash flows.
Our revenues and revenues of our customers and sports organizations may also be affected by the scheduling of major sporting events that do not occur annually, such as the FIFA World Cup, or the cancellation or postponement of sporting events and races. All of these factors may impact our cash flows.
Spirable is an automated content creation platform that uses live sports data and audience data to create, distribute, and optimize personalized video at scale. 27 Table of Contents Genius is the Global Leader in Official Data Rights Official data as it pertains to sports betting is the feed of live statistics that is sanctioned by sports rights holders, typically sports leagues and federations, and used to create betting markets, update odds in real-time, and settle bets accurately and timely.
Spirable is an automated content creation platform that uses live sports data and audience data to create, distribute, and optimize personalized video at scale. 34 Table of Contents Genius is the Global Leader in Official Data Rights Official data as it pertains to sports betting is the feed of live statistics that is sanctioned by sports rights holders, typically sports leagues and federations, and used to create betting markets, update odds in real-time, and settle bets accurately and timely.
It is notable that while non-Tier 1 sports are typically smaller leagues that are less popular at a global level, they are very popular in their local countries or regions and often have large, dedicated fan bases. 28 Table of Contents Taking this dual approach to Tier 1 and non-Tier 1 rights respectively is unique and beneficial for several reasons.
It is notable that while non-Tier 1 sports are typically smaller leagues that are less popular at a global level, they are very popular in their local countries or regions and often have large, dedicated fan bases. 35 Table of Contents Taking this dual approach to Tier 1 and non-Tier 1 rights respectively is unique and beneficial for several reasons.
For example, Genius developed technology for basketball leagues that is used by more than 180 leagues in 120 countries around the world, equating to more than 80% of all organized basketball competitions. To gain access to Genius’ sports betting services, such as live sports data feeds or outsourced oddsmaking, sportsbooks must integrate their back-office systems with Genius’ proprietary technology.
For example, Genius developed technology for basketball leagues that is used by more than 180 leagues in 100 countries around the world, equating to more than 80% of all organized basketball competitions. To gain access to Genius’ sports betting services, such as live sports data feeds or outsourced oddsmaking, sportsbooks must integrate their back-office systems with Genius’ proprietary technology.
Genius has established long-term, mutually beneficial relationships with sports leagues and federations and has acquired the rights to collect and monetize their data. Genius utilizes a network of more than 7,000 highly trained statisticians across over 150 countries who work on the ground, pitch- side and court-side, to capture data in real-time using Genius software.
Genius has established long-term, mutually beneficial relationships with sports leagues and federations and has acquired the rights to collect and monetize their data. Genius utilizes a network of more than 7,000 highly trained statisticians across over 140 countries who work on the ground, pitch- side and court-side, to capture data in real-time using Genius software.
The majority of new business in the sports and betting industries is acquired through direct sales efforts and referrals. Genius has robust global sales and account management team of more than 120 commercial professionals, who are organized by region and industry. This team is responsible for new business development and promoting value-add services to grow existing partnership value.
The majority of new business in the sports and betting industries is acquired through direct sales efforts and referrals. Genius has robust global sales and account management team of more than 160 commercial professionals, who are organized by region and industry. This team is responsible for new business development and promoting value-add services to grow existing partnership value.
Our major sites in Medellin, Sofia and Tallinn are primarily occupied by operational teams (trading, data services and customer support). All of the above leases expire or are up for renewal in 2023-2029. We also have a 3,229 square foot freehold, mixed-use warehouse and office space in Bologna, Italy.
Our major sites in Medellin, Sofia and Tallinn are primarily occupied by operational teams (trading, data services and customer support). All of the above leases expire or are up for renewal in 2024-2029. We also have a 3,229 square foot freehold, mixed-use warehouse and office space in Bologna, Italy.
This includes providing sports leagues with proprietary AI-powered A/V production services to capture live game streams with minimal human intervention. These streams are a valuable addition to Genius’ portfolio of sports betting services as a complimentary offering to in-game data and oddsmaking. The Company has over 33,000 streaming rights under official rights.
This includes providing sports leagues with proprietary AI-powered A/V production services to capture live game streams with minimal human intervention. These streams are a valuable addition to Genius’ portfolio of sports betting services as a complimentary offering to in-game data and oddsmaking. The Company has over 50,000 streaming rights under official rights.
This makes Genius’s technology a core and critical part of every customer’s operation on a day-to-day basis. 29 Table of Contents Core Strengths • The largest portfolio of official betting data: The combination of greater numbers of sports leagues taking control over their data assets and rapid growth of in-game betting makes official data both increasingly valuable and harder to acquire.
This makes Genius’s technology a core and critical part of every customer’s operation on a day-to-day basis. 36 Table of Contents Core Strengths • The largest portfolio of official betting data: The combination of greater numbers of sports leagues taking control over their data assets and rapid growth of in-game betting makes official data both increasingly valuable and harder to acquire.
The combination of sports audience data, and the tools for brands to grow their own database of fans, along with engaging campaign creative and content, help marketing teams own the fan journey and be more efficient with their advertising spend. 36 Table of Contents For media and publishers, Genius offers a range of digital media and broadcast solutions to engage fans.
The combination of sports audience data, and the tools for brands to grow their own database of fans, along with engaging campaign creative and content, help marketing teams own the fan journey and be more efficient with their advertising spend. 43 Table of Contents For media and publishers, Genius offers a range of digital media and broadcast solutions to engage fans.
See Item 3.D “Risk Factors—Risks Related to Genius Sports Group’s Technology, Intellectual Property and Infrastructure— Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects,” “Risk Factors—Risks Related to Genius Sports Group’s Technology, Intellectual Property and Infrastructure—We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain solutions” and other risk factors for a more comprehensive description of risks related to our intellectual property. 41 Table of Contents Government Regulations Our operations and the operations of our customers and suppliers are subject to various U.S. and foreign laws and regulations that affect our and their ability to operate in the sports, technology, sports betting and gaming, and marketing and advertising industries.
See Item 3.D “Risk Factors—Risks Related to Genius Sports Group’s Technology, Intellectual Property and Infrastructure— Failure to protect or enforce our proprietary and intellectual property rights, including our unregistered intellectual property, and the costs involved in such protection and enforcement could harm our business, financial condition, results of operations and prospects,” “Risk Factors—Risks Related to Genius Sports Group’s Technology, Intellectual Property and Infrastructure—We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain solutions” and other risk factors for a more comprehensive description of risks related to our intellectual property. 48 Table of Contents Government Regulations Our operations and the operations of our customers and suppliers are subject to various US and foreign laws and regulations that affect our and their ability to operate in the sports, technology, sports betting and gaming, and marketing and advertising industries.
In-game betting typically increases in popularity as markets mature, and it is expected that the United States will follow suit. Genius’ live data services, alongside other value-add solutions, are deeply integrated into nearly all regulated sportsbook operators, comprising over 750 sportsbook brands worldwide.
In-game betting typically increases in popularity as markets mature, and it is expected that the United States will follow suit. Genius’ live data services, alongside other value-add solutions, are deeply integrated into nearly all regulated sportsbook operators, comprising over 800 sportsbook brands worldwide.
The business model is either revenue share, where Genius receives a share of customer NGR or GGR, or a usage-based license fee model. 35 Table of Contents Media Technology, Content and Services Genius builds and supplies technology that helps brands reach, engage and monetize sports fans in a highly cost-effective manner.
The business model is either revenue share, where Genius receives a share of customer NGR or GGR, or a usage-based license fee model. 42 Table of Contents Media Technology, Content and Services Genius builds and supplies technology that helps brands reach, engage and monetize sports fans in a highly cost-effective manner.
In addition, Genius also has a ten-person marketing team that promotes its services and drives inbound leads through a combination of attending, exhibiting and sponsoring conferences and trade shows (which has historically been the main focus of marketing resources), editorial content, direct email marketing, social media and paid media partnerships.
In addition, Genius also has a 14 person marketing team that promotes its services and drives inbound leads through a combination of attending, exhibiting and sponsoring conferences and trade shows (which has historically been the main focus of marketing resources), editorial content, direct email marketing, social media and paid media partnerships.
Employees in Genius’ research and development organization are located primarily in London, Medellin, Tallinn, Sofia and Los Angeles. As of December 31, 2022, there were over 400 staff in Genius’ research and development organization. Genius intends to continue to invest resources in its research and development capabilities to effectively incorporate new technology and expand its offering.
Employees in Genius’ research and development organization are located primarily in London, Medellin, Tallinn, Sofia and Los Angeles. As of December 31, 2023, there were over 400 staff in Genius’ research and development organization. Genius intends to continue to invest resources in its research and development capabilities to effectively incorporate new technology and expand its offering.
The Company’s policies, procedures and training underpin a culture of integrity and ethical behavior. 30 Table of Contents The Genius Growth Strategy Genius has multiple levers for growth across all its customer segments and product areas, covering both upsell and greenfield expansion opportunities.
The Company’s policies, procedures and training underpin a culture of integrity and ethical behavior. 37 Table of Contents The Genius Growth Strategy Genius has multiple levers for growth across all its customer segments and product areas, covering both upsell and greenfield expansion opportunities.
The Canadian Football League (“CFL”) was an early example of this in January 2022. 32 Table of Contents Products and Business Model Genius provides critical technology and services required to power the global ecosystem connecting sports, betting and media.
The Canadian Football League (“CFL”) was an early example of this in January 2022. 39 Table of Contents Products and Business Model Genius provides critical technology and services required to power the global ecosystem connecting sports, betting and media.
These real-time data points allow sportsbooks to create odds for in-game betting markets on over 240,000 events a year. • Pre-game and in-game odds feeds: A combination of automated oddsmaking powered by unique mathematic algorithms, a specialist trading team, of approximately 250 people, and robust technology, enables Genius to manage the full sports betting lifecycle on behalf of its sportsbook customers.
These real-time data points allow sportsbooks to create odds for in-game betting markets on over 230,000 events a year. • Pre-game and in-game odds feeds: A combination of automated oddsmaking powered by unique mathematic algorithms, a specialist trading team, of over 250 people, and robust technology, enables Genius to manage the full sports betting lifecycle on behalf of its sportsbook customers.
Name Country of Incorporation and Place of Business Nature of Business Proportion of Ordinary Shares Held by Genius Maven Topco Limited Guernsey Holding company 100% Genius Sports SS Holdings, Inc United States Holding company 100% Genius Sports Group Limited United Kingdom Holding company 100% Genius Sports UK Limited United Kingdom Data services and technology 100% Genius Sports Media, Inc.
Name Country of Incorporate and Place of Business Nature of Business Proportion of Ordinary Shares Held by Genius Maven Topco Limited Guernsey Holding company 100% Genius Sports SS Holdings, Inc United States Holding company 100% Genius Sports Group Limited United Kingdom Holding company 100% Genius Sports UK Limited United Kingdom Data services and technology 100% Genius Sports Media, Inc.
Genius sits at the heart of the global sports betting ecosystem where the Company has deep, critical relationships with over 400 sports leagues and federations, over 750 sportsbook brands and over 170 marketing customers (which includes some of the aforementioned sportsbook brands).
Genius sits at the heart of the global sports betting ecosystem where the Company has deep, critical relationships with over 400 sports leagues and federations, over 800 sportsbook brands and over 170 marketing customers (which includes some of the aforementioned sportsbook brands).
This integrates core data directly from the officials and delivers it to in-venue consumers and the Genius Sports data distribution network, in real-time. Highly scalable real-time sportsbook content To support the vast volume of sports events and live data provided to sportsbooks, Genius hosts in-memory controllers that allow independent management of every in-game fixture for each customer.
This integrates core data directly from the officials and delivers it to in-venue consumers and the Genius Sports data distribution network, in real-time. 45 Table of Contents Highly scalable real-time sportsbook content To support the vast volume of sports events and live data provided to sportsbooks, Genius hosts in-memory controllers that allow independent management of every in-game fixture for each customer.
United States Data services and technology 100% D. Property, Plants and Equipment Our corporate headquarters are located in London, U.K., where we occupy a leased premise totaling approximately 4,907 square feet. We use these headquarter facilities primarily for our management, technology, commercial/sales and marketing, finance, legal, and human resources, and other corporate teams.
United States Data services and technology 100% D. Property, Plants and Equipment Our corporate headquarters are located in London, UK, where we occupy a leased premise totaling approximately 4,907 square feet. We use these headquarter facilities primarily for our management, technology, commercial/sales and marketing, finance, legal, and human resources, and other corporate teams.
The human infrastructure the Company has built, with more than 2,100 staff and access to a network of more than 7,000 trained statisticians and agents worldwide, provides scale enabling Genius to better serve its customers. The broad portfolio of events Genius offers is enabled by its technological expertise and deep relationships and integrations with sports leagues.
The human infrastructure the Company has built, with approximately 2,300 staff and access to a network of more than 7,000 trained statisticians and agents worldwide, provides scale enabling Genius to better serve its customers. The broad portfolio of events Genius offers is enabled by its technological expertise and deep relationships and integrations with sports leagues.
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be procured to accommodate any expansion of our operations as needed. 43 Table of Contents
We believe that our facilities are adequate to meet our needs for the immediate future and that suitable additional space will be procured to accommodate any expansion of our operations as needed. 50 Table of Contents
In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as U.S. public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
In addition, the Company is not required to file reports and financial statements with the SEC as frequently or as promptly as US public companies whose securities are registered under the Exchange Act. However, the Company is required to file with the SEC an Annual Report on Form 20-F containing financial statements audited by an independent registered public accounting firm.
In 2021, Genius acquired Second Spectrum, an optical tracking solution that uses computer vision and machine learning to generate performance data, analytics, insights, and visualization solutions for sports and broadcasters.
In 2021, Genius acquired Second Spectrum, an optical tracking solution that uses computer vision, machine learning, and AI technology to generate performance data, analytics, insights, and visualization solutions for sports and broadcasters.
Genius’ ad-tech solutions are deployed by dozens of sportsbooks to reach sports fans with relevant marketing messages that include game statistics and real-time betting odds. 31 Table of Contents Acquiring sports data and video rights that deliver high ROI • Continue to develop strong partnerships with sports leagues worldwide.
Genius’ ad-tech solutions are deployed by dozens of sportsbooks to reach sports fans with relevant marketing messages that include game statistics and real-time betting odds. Acquiring sports data and video rights that deliver high ROI • Continue to develop strong partnerships with sports leagues worldwide.
It is this same data that Genius also uses to power its Betting Content and Services. 33 Table of Contents Through its Second Spectrum technology Genius captures real-time performance data through an optical tracking system using computer vision and machine learning. These data points are used to generate analytics, insights, and visualization solutions for a range of customers.
It is this same data that Genius also uses to power its Betting Content and Services. 40 Table of Contents Through its Second Spectrum technology Genius captures real-time performance data through an optical tracking system using computer vision, machine learning, and artificial intelligence. These data points are used to generate analytics, insights, and visualization solutions for a range of customers.
In addition, the relative importance of different sporting events is different in the broad range of different territories where our customers operate (e.g., European sportsbooks will place more importance on European sports events and the U.S. sportsbooks will place more importance on the U.S. sports events). Given these factors, we are not reliant on specific sporting competitions.
In addition, the relative importance of different sporting events is different in the broad range of different territories where our customers operate (e.g., European sportsbooks will place more importance on European sports events and the US sportsbooks will place more importance on the US sports events). Given these factors, we are not reliant on specific sporting competitions.
As these and other verticals grow and develop, the Company believes this will allow it to increase its share of each customer’s wallet. • A forward-looking licensing strategy: Genius Sports holds 40 licenses, or equivalent, in North America across U.S. states, territories and tribes, and plans to be licensed in all states that legalize sports betting.
As these and other verticals grow and develop, the Company believes this will allow it to increase its share of each customer’s wallet. • A forward-looking licensing strategy: Genius Sports holds 48 licenses, or equivalent, in North America across states, provinces, territories and tribes, and plans to be licensed in all states that legalize sports betting.
Genius’ research and development expenses were $29.9 million, $26.5 million and $11.2 million for the years ended December 31, 2022, 2021 and 2020, respectively. The research and development organization consists of teams specializing in specific domains and technologies to provide a capability that aligns with commercial opportunities, as well as the need to support existing customers.
Genius’ research and development expenses were $26.1 million, $29.9 million and $26.5 million for the years ended December 31, 2023, 2022 and 2021, respectively. The research and development organization consists of teams specializing in specific domains and technologies to provide a capability that aligns with commercial opportunities, as well as the need to support existing customers.
This is particularly useful for non-Tier 1 sports leagues that lack the capabilities or resources to develop their own live streaming solutions. Genius also provides end-to-end integrity services to sports leagues and is the trusted integrity partner for over 150 sports leagues worldwide.
This is particularly useful for non-Tier 1 sports leagues that lack the capabilities or resources to develop their own live streaming solutions. 41 Table of Contents Genius also provides end-to-end integrity services to sports leagues and is the trusted integrity partner for over 150 sports leagues worldwide.
We also lease office space in 15 other cities throughout the world, the largest of which includes a 19,751 square foot space in Medellín, Colombia, a 35,585 square foot space in Sofia, Bulgaria, a 19,256 square foot space in Tallinn, Estonia and a 26,121 square foot space in Los Angeles, USA.
We also lease office space in 15 other cities throughout the world, the largest of which includes a 35,585 square foot space in Sofia, Bulgaria, a 19,751 square foot space in Medellín, Colombia, a 19,256 square foot space in Tallinn, Estonia and a 13,922 square foot space in Los Angeles, USA.
Sportsbook contracts are structured with guaranteed minimum payments throughout the life of the term (typically 3-5 years), which allow for good earnings visibility. Approximately 50% of Genius’ revenue is from recurring revenue related to contractual minimum guarantees.
Sportsbook contracts are structured with guaranteed minimum payments throughout the life of the term (typically 2-5 years), which allow for good earnings visibility. Approximately 60% of Genius’ revenue is from recurring revenue related to contractual minimum guarantees.
Genius expects to employ a similar licensing strategy in other countries potentially liberalizing sports betting in the near future, such as Sweden and Greece. Genius will further benefit from GGR growth without incremental costs as new states open up in the US and other growth markets such as Canada begin to liberalize.
Genius expects to employ a similar licensing strategy in other countries potentially liberalizing sports betting in the near future, such as Peru, Finland and the UAE. Genius will further benefit from GGR growth without incremental costs as new states open up in the US and other growth markets such as Canada begin to liberalize.
Risk management is a vital part of a sportsbook’s operation because it protects its profitability. • Live streaming : Thousands of official live streams, most of which are derived from Genius’ official partnerships with Tier 2 through 4 sports leagues, captured at courtside and pitchside around the world using Genius technology.
Risk management is a vital part of a sportsbook’s operation because it protects its profitability. • Live streaming : Thousands of official live streams, which are acquired via Genius’ official partnerships with Tier 2 through 4 sports leagues, many of which are captured at courtside and pitchside around the world using Genius technology.
The Company believes that as the global sports betting industry, especially in-game betting, is expected to grow, the reliance on high quality data is similarly expected to increase over time. Further, the Company believes that the adoption of official data is inevitable as the sports betting market matures, and Genius’ technology and relationships are critical to capturing this trend.
The Company believes that as the global sports betting industry, especially in-game betting, is expected to grow, the reliance on high quality data is similarly expected to increase over time. Further, the Company believes that the continued adoption of official data by the market means that Genius’ technology and relationships will be critical to capturing and capitalising on this trend.
None of these sportsbooks currently take Genius’s entire product offering and so these integrations provide a clear runway for future growth. Genius provides customized solutions depending on its customers’ requirements, ranging from supplying live data feeds, in-game oddsmaking and risk management, to managing a sportsbook’s entire back-end operation.
None of these sportsbooks currently take Genius’s entire product offering and so these integrations provide a clear runway for future growth. Genius provides customized solutions depending on its customers’ requirements, ranging from supplying live data feeds, in-game oddsmaking and risk management, to managing a sportsbook’s entire back-end operation. Genius customers include global sportsbook brands such as bet365, DraftKings, Flutter (incl.
The Sports Betting Industry and Genius’ Opportunity The Growing Global Sports Betting Market Genius operates in the global sports betting industry. H2 Gambling Capital projects the Global Sports Betting industry GGR to grow from $69 billion in 2022 to $107 billion by 2027. The Company believes it is well positioned to grow alongside this rapidly expanding industry.
The Sports Betting Industry and Genius’ Opportunity The Growing Global Sports Betting Market Genius operates in the global sports betting industry. H2 Gambling Capital projects the Global Sports Betting industry GGR to grow from $80 billion in 2023 to $127 billion by 2028. The Company believes it is well positioned to grow alongside this rapidly expanding industry.
Typically betting customer contracts include some form of minimum commitment to Genius, whether that be revenue and/or number or quality of events utilized. However, none of these contracts provide customers with Genius’ entire product offering.
Capitalizing on the continued growth of global sports betting • Share in existing customer growth. Typically betting customer contracts include some form of minimum commitment to Genius, whether that be revenue and/or number or quality of events utilized. However, none of these contracts provide customers with Genius’ entire product offering.
Genius customers include global sportsbook brands such as bet365, DraftKings, FanDuel, and Entain (formerly GVC), as well as leading B2B gaming technology platform providers such as OpenBet, IGT, Kambi and DraftKings B2B (formerly SBTech). 26 Table of Contents In order to supply sportsbooks with a sufficient volume of sports data, Genius has built a broad portfolio that covers over 240,000 events, and over 180,000 events under official data and/or streaming rights agreements (of which approximately 125,000 are exclusive).
FanDuel), and Entain, as well as leading B2B gaming technology platform providers such as OpenBet, Kambi and DraftKings B2B (formerly SBTech). 33 Table of Contents In order to supply sportsbooks with a sufficient volume of sports data, Genius has built a broad portfolio that covers over 230,000 events, and over 200,000 events under official data and/or streaming rights agreements (of which approximately 123,000 are exclusive).
The Company’s registered office in Guernsey is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The address of the principal executive office of the Company is Genius Sports, 10 Bloomsbury Way, London, WC1A 2SL, England, and the telephone number of the Company is +44 (0) 20 7851 4060.
The Company’s registered office in Guernsey is PO Box 656, East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey GY1 3PP. The address of the principal executive office of the Company is Genius Sports, 1 st Floor, 27 Soho Square, London, England, W1D 3QR , and the telephone number of the Company is +44 (0) 20 7851 4060.
Capitalizing on the continued growth of global sports betting 2. Development of new technology and services for sports and broadcasters 3. Accelerating growth of fan advertising and engagement solutions 4. Acquiring sports data and video rights that deliver high ROI 5. Strategic acquisitions and investments Capitalizing on the continued growth of global sports betting • Share in existing customer growth.
Capitalizing on the continued growth of global sports betting and achieving a fair value for live official data 2. Development of new technology and services for sports, sportsbooks, advertisers and broadcasters 3. Accelerating the growth of fan advertising and engagement solutions 4. Acquiring sports data and video rights that deliver high ROI 5. Strategic acquisitions and investments.
This service is designed to boost betting appeal and drive sportsbook handle at off-peak times, in a cost-efficient manner when compared to Tier 1 streaming content. These services are provided to sportsbooks under long-term contracts.
This service is designed to boost betting appeal and drive sportsbook handle at off-peak times, in a cost-efficient manner when compared to Tier 1 streaming content.
This includes official data and trading for leagues such as the English Premier League (“EPL”), National Football Association (“NFL”), Major League Baseball (“MLB”) and National Basketball Association (“NBA”, through to the end of the 22/2023 season), as well as several events that are popular with bettors.
This includes official data and trading for leagues such as the English Premier League (“EPL”), National Football Association (“NFL”), and Major League Baseball (“MLB”), as well as many other events that are popular with bettors.
Genius is a preferred data and odds supplier to a majority of significant sportsbooks in the U.K. and this has translated well into new markets. • Increase share of wallet via product upsell. Genius is constantly expanding its services to sportsbooks.
Genius is a preferred data and odds supplier to a majority of significant sportsbooks in the UK and this has translated well into new markets. • Increase share of wallet via product upsell. Genius is constantly expanding its services to sportsbooks. For example, the Company developed and has started to commercialize its BetVision streaming platform and risk services capabilities.
FanHub and Spirable provide Genius with additional capabilities that complement Genius’s Media and Fan Engagement Platform. FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to engage casual sports fans.
FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to engage casual sports fans.
Per H2 Gambling Capital, the US sports betting market is projected to generate an estimated $18 billion in GGR in 2027, increased from just an estimated $7 billion in 2022. Regions such as Europe also have several countries, such as Germany, that remain in the early stages of liberalization and proliferation of sports betting.
Regions such as Europe also have several countries, such as Germany, that remain in the early stages of liberalization and proliferation of sports betting. H2 Gambling Capital expects Europe to generate an estimated $41 billion in GGR in 2028, increased from an estimated $28 billion in 2023.
Genius’ offering includes: • Live sports data: Fast and reliable feeds of live match data, the majority of which are delivered direct from stadiums around the world in under a second using Genius technology.
Sportsbooks can outsource as much or as little of these capabilities as necessary depending on their requirements. Genius’ offering includes: • Live sports data: Fast and reliable feeds of live match data, the majority of which are delivered direct from stadiums around the world in under a second using Genius technology.
The Company’s technical teams have a deep understanding of sports, how they interact with fans online, and the data that is critical to driving value through the ecosystem. Sports are fast-paced, and dynamic, and technology must keep up. Our teams develop products with the speed, accuracy, scalability, reliability, and flexibility to meet the expectations of passionate and demanding fans.
Genius Technology Innovation is fundamental to the culture at Genius. The Company’s technical teams have a deep understanding of sports, how they interact with fans online, and the data that is critical to driving value through the ecosystem. Sports are fast-paced, and dynamic, and technology must keep up.
The principal differentiating factors in the sports data industry include the breadth and depth of sports data rights, reliability of key services, relationships with sportsbooks and leagues, and ease of integration and scalability. Genius’ products, services, experience and corporate culture allow it to compete effectively across all these factors.
The principal differentiating factors in the sports data industry include the breadth and depth of sports data rights, reliability of key services, relationships with sportsbooks and leagues, and ease of integration and scalability.
Certain additional information about the Company is included in Item 4.B “ Business Overview ” and is incorporated herein by reference. The material terms of the Business Combination are described in Item 10 of this Report. The Company is subject to certain of the informational filing requirements of the Exchange Act.
The material terms of the Business Combination are described in Item 10 of this Report. The Company is subject to certain of the informational filing requirements of the Exchange Act.
The technology and services provided to sports leagues are typically provided on a contra basis in return for access to live sports data for commercialization in betting and media.
The technology and services provided to sports leagues are typically provided on a contra basis in return for access to live sports data for commercialization in betting and media. In some cases, sports leagues also pay fees for licensing the technology. Betting Technology, Content and Services Genius supplies the technology, content and services that powers global sportsbooks.
GDPR; • U.S. federal, state and local data protections laws such as the Federal Trade Commission Act and similar state laws, state data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act, and the Stop Hacks and Improve Electronic Data Security Act of New York; • Swiss data protection laws, such as the Swiss Ordinance to the Federal Act on Data Protection and the guidance of the Swiss Federal Data Protection and Information Commissioner; • the Data Protection Law of Colombia and the directives of the Superintendence of Industry and Commerce of Colombia; and • other international data protection, data localization, and state laws impacting data privacy and collection.
The data privacy and collection laws and regulations that affect our business include, but are not limited to: • the General Data Protection Regulation, the ePrivacy Directive and implementing national legislation and any data laws and regulations enacted in the United Kingdom, including the UK GDPR; • US federal, state and local data protections laws such as the Federal Trade Commission Act and similar state laws, state data breach laws and state privacy laws, such as the California Consumer Privacy Act, the California Consumer Privacy Rights Act, and the Stop Hacks and Improve Electronic Data Security Act of New York; • Swiss data protection laws, such as the Swiss Ordinance to the Federal Act on Data Protection and the guidance of the Swiss Federal Data Protection and Information Commissioner; • the Data Protection Law of Colombia and the directives of the Superintendence of Industry and Commerce of Colombia; and • other international data protection, data localization, and state laws impacting data privacy and collection.
Genius’ Media business competes with a broad spectrum of businesses who offer various fan engagement and advertising services. These businesses range from suppliers of gamification tools and digital sports content to generalist media buying agencies. 40 Table of Contents Seasonality The global sporting calendar is year-round and our products cover the entire sporting calendar.
These businesses range from suppliers of gamification tools and digital sports content to generalist media buying agencies. Seasonality The global sporting calendar is year-round and our products cover the entire sporting calendar.
Teams are allocated responsibility for specific systems and use Agile development methodologies to deliver through an iterative, continuous software delivery life cycle. Teams are also responsible for technically operating the systems that they develop, which involves monitoring and supporting production systems, on boarding new customers, and scaling systems to meet commercial demand.
Teams are also responsible for technically operating the systems that they develop, which involves monitoring and supporting production systems, on boarding new customers, and scaling systems to meet commercial demand.
Bribery Act; • laws and regulations relating to antitrust, competition, anti-money laundering, OFAC, intellectual property, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters; and • other international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state unfair or deceptive practices acts.
Other regulations that affect our business include: • US state laws and certain European jurisdictions regulating sports betting and online gaming and related licensing requirements; • laws regulating the advertising and marketing of sports betting, including but not limited to the UK Code of Non-Broadcast Advertising, Direct Marketing, and Sales Promotion administered by the Committee of Advertising Practice and the US Federal Trade Commission Act; • anti-bribery and anti-corruption regulations, and corporate regulations including the Foreign Corrupt Practices Act and the UK Bribery Act; • laws and regulations relating to antitrust, competition, anti-money laundering, OFAC, intellectual property, consumer protection, accessibility claims, securities, tax, labor and employment, commercial disputes, services and other matters; and • other international, domestic federal and state laws impacting marketing and advertising, including but not limited to laws such as the Americans with Disabilities Act, the Telephone Consumer Protection Act of 1991, state telemarketing laws and regulations, and state unfair or deceptive practices acts.
As of December 31, 2022, we owned ten registered trademarks, and twenty-one registered patents, in the United States and thirty-one registered trademarks, and three registered patents, in various non-U.S. jurisdictions, along with a further five unregistered trademarks. As of December 31, 2022, we owned 178 domain-names.
As of December 31, 2023, we owned nine registered trademarks, and 28 registered patents, in the United States and 53 registered trademarks, and four registered patents, in various non-US jurisdictions, along with a further five unregistered trademarks. As of December 31, 2023, we owned 199 domain-names.
For sports leagues and teams, this data powers rich team, player and game analysis tools to enable faster, data-driven tactics and decision making.
For sports leagues and teams, this data powers rich team, player and game analysis tools to enable faster, data-driven tactics and decision making. For broadcasters, this data enables the real-time creation of alternative feeds, featuring statistical content and graphic overlays.
These games further enhance the ability to significantly increase fan engagement, customer retention, and social activation for the sports leagues and federations, sportsbooks, media companies and broadcasters that we work with worldwide. 39 Table of Contents Through big data analytics of data generated from this unique understanding of fans, live sports events, and the sportsbook market Genius is able to offer large scale targeted advertising campaigns which are delivered through cost effective, data driven, real-time bidding for publishing space.
Through big data analytics of data generated from this unique understanding of fans, live sports events, and the sportsbook market Genius is able to offer large scale targeted advertising campaigns which are delivered through cost effective, data driven, real-time bidding for publishing space.
Outside of the sports and betting space, there are other companies Genius competes with. The Company’s Second Spectrum division has a number of competitors, including Hawkeye and Tracab, both of which supply optical tracking systems to create data feeds and tools for leagues and teams.
The Company’s Second Spectrum division has a number of competitors, including Hawkeye and Tracab, both of which supply optical tracking systems to create data feeds and tools for leagues and teams. Genius’ Media business competes with a broad spectrum of businesses who offer various fan engagement and advertising services.
Genius’ live streaming distribution capabilities deliver streams from any source to consumers cost effectively, at volume, with broadcast beating latency The in-venue data collection and live stream production capabilities are further complemented by Scorebots that physically integrate with scoreboards in thousands of venues worldwide.
The in-venue data collection and live stream production capabilities are further complemented by Scorebots that physically integrate with scoreboards in thousands of venues worldwide.
Second Spectrum is an optical tracking solution that uses computer vision and machine learning to generate performance data, analytics, insights, and visualization solutions for major sports leagues such as the NBA, EPL, and NCAA that drove a significant portion of Sports Technology revenue in 2021.
Second Spectrum is an optical tracking solution that uses computer vision and machine learning to generate performance data, analytics, insights, and visualization solutions for major sports leagues such as the NFL, NBA, EPL, and NCAA. FanHub and Spirable provide Genius with additional capabilities that complement Genius’s Media and Fan Engagement Platform.
Second Spectrum is an optical tracking solution that uses computer vision and machine learning to generate performance data, analytics, insights, and visualization solutions for major sports leagues such as the NBA, EPL, and NCAA that drove a significant portion of Sports Technology revenue in 2021.
Second Spectrum is an optical tracking solution that uses computer vision and machine learning to generate performance data, analytics, insights, and visualization solutions for major sports leagues such as the NFL, NBA, EPL, and NCAA. FanHub and Spirable provide Genius with additional capabilities that complement Genius’s Media and Fan Engagement Platform.
Through its Second Spectrum tracking technology, Genius Sports works with leagues, broadcasters and teams to capture real-time insights used by coaches and analysts to understand team and player performance. This tracking technology also powers alternative broadcast experiences that combine live game streams with augmented data points, data visualizations and graphics.
Through its Second Spectrum optical tracking technology, Genius Sports works with leagues, broadcasters and teams to automatically capture real-time insights. Among other things this is used by coaches and analysts to understand team and player performance.
Overview Genius is a B2B provider of scalable, technology-led products and services to the sports, sports betting and sports media industries. Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity. Genius’ mission is to be the official data, technology and commercial partner that powers the global ecosystem connecting sports, betting and media.
Genius is a fast-growing business with significant scale, distribution and an expanding addressable market and opportunity. 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, the Company creates engaging and immersive fan experiences while simultaneously providing sports leagues with reliable and sustainable revenue streams.
For broadcasters, this data enables the real-time creation of alternative feeds, featuring statistical content and graphic overlays that not only enable a new level of live analysis but also create new activation opportunities for sponsors and commercial partners. Genius also develops additional tools that help sports leagues deepen fan engagement.
This not only enables new levels of live analysis but also create new forms of engagement for the next generation of fans, which lead to more personalized activation opportunities for sponsors and commercial partners. Genius also develops additional tools that help sports leagues deepen fan engagement.
As of year-end 2022, 36 states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 34 states have already launched active sports betting industries with 24 states allowing mobile sports betting. The Company expects additional states to legalize sports betting in the coming years, which will further grow the U.S. sports betting market.
As of year-end 2023, 39 US states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 38 US states have already launched active sports betting industries with 30 US states allowing mobile sports betting.
In 2022, Genius, through its Second Spectrum division, was awarded the George Wensel Technical Achievement Award at the 43rd annual Sports Emmys for its work creating CBS RomoVision.
In 2022, Genius, through its Second Spectrum division, was awarded the George Wensel Technical Achievement Award at the 43rd annual Sports Emmys for its work creating CBS RomoVision. CBS RomoVision, championed by leading NFL analyst Tony Romo, combines live tracking data and video to visualise and analyze key moments of a TV football game.
Naturally, in-game sports betting is an engaging type of sports betting experience and adds another layer of connection for fans as they watch the action unfold in real time. As sports betting markets mature, in-game betting typically increases in popularity and eventually represents the majority of both bets placed and GGR.
As sports betting markets mature, in-game betting typically increases in popularity and eventually represents the majority of both bets placed and GGR.
Genius’ wide-ranging, well-embedded role across the sports betting industry means that the Company generates revenue regardless of which operators take market share within any given jurisdiction. Genius’ revenue share model also gives it upside exposure as its customers grow and expand. Sports betting helps leagues create exciting and memorable moments for their fans.
Europe remains a key market for Genius due to its large scale and relevance within the global sports betting industry. Genius’ wide-ranging, well-embedded role across the sports betting industry means that the Company generates revenue regardless of which operators take market share within any given jurisdiction.
THCP’s investment also bolstered Genius’ growth strategy into new territories and financed strategic acquisitions. In September 2018, certain funds advised by Apax Partners LLP (“Apax Funds”) acquired a majority interest in Genius. Approximately $35 million of additional capital was invested into the Business, which enabled Genius to invest in people, and key sports relationships which has accelerated the Company’s growth.
Approximately $35 million of additional capital was invested into the Business, which enabled Genius to invest in people, and key sports relationships which has accelerated the Company’s growth.
FanHub and Spirable provide Genius with additional capabilities that complement Genius’s Media and Fan Engagement Platform. FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to engage casual sports fans.
FanHub is a market leader in free to play games such as fantasy, trivia, and contests, which allow sports leagues, media companies, and sportsbooks to engage casual sports fans. Spirable is an automated content creation platform that uses live sports data and audience data to create, distribute, and optimize personalized video at scale. 32 Table of Contents B.
The Company expects to expand the number of sports leagues it works with, as well as the number of products it offers to existing and new customers. This is an enabler to further build long-term, sticky relationships with sports leagues. Accelerating growth of fan advertising and engagement solutions • Capturing a larger share of the fan engagement market.
This is an enabler to further build long-term, sticky relationships with sports leagues. 38 Table of Contents Accelerating growth of fan advertising and engagement solutions • Capturing a larger share of the fan engagement market. The acquisitions of FanHub and Spirable in 2021 provided Genius with new capabilities to help brands and sports reach, engage and monetize sports fans.
CBS RomoVision, championed by leading NFL analyst Tony Romo, combines live tracking data and video to visualise and analyze key moments of a TV football game. 37 Table of Contents Representative Customers and Partnerships Whether they are sports organizations or sportsbooks, Genius enjoys deep and long-term relationships with its customers rooted in the provision of mission critical technology, live data, or services that are fundamental to its partners’ success.
In 2023 Genius, through its Second Spectrum division, won a Sports Emmy in the Interactive Experience category, alongside a NBA Award for NBA Team Innovation of the Year. 44 Table of Contents Representative Customers and Partnerships Whether they are sports organizations or sportsbooks, Genius enjoys deep and long-term relationships with its customers rooted in the provision of mission critical technology, live data, or services that are fundamental to its partners’ success.
The advertising content selected for each fan by the Genius proprietary advertising technology further leverages the Company’s data and visualization capabilities. These capabilities have been further enhanced through the acquisition and integration of Spirable which enables advertisers to automatically and effectively deliver targeted dynamic content driven by data, video, and AI across all media channels.
These capabilities have been further enhanced through the acquisition and integration of Spirable which enables advertisers to automatically and effectively deliver targeted dynamic content driven by data, video, and AI across all media channels. 46 Table of Contents Advanced capabilities Genius’ Second Spectrum division has built world leading AI and Computer Vision technology that can track, understand, and analyze detailed game play in real time.
Genius has relationships with over 750 sportsbook brand customers, including: • Global sportsbooks such as FanDuel, Betfair, Paddy Power and Sky Bet (all Flutter), BetMGM, Ladbrokes and Coral (all GVC/Entain), DraftKings, bet365, William Hill and 888; and • Leading B2B platform providers such as OpenBet, IGT, Kambi, and SBTech (now DraftKings B2B); Genius has over 400 sports league partners, including: • Globally recognized leagues such as the NFL, EPL, NBA, NCAA, PGA, FIBA, FIFA, CFL, AFA and Dimayor; and • Numerous other regional and lower tier league divisions across various sports such as basketball, soccer, ice hockey and volleyball.
Genius has over 400 sports league partners, including: • Globally recognized leagues such as the NFL, EPL, NBA, NCAA, FIBA, FIFA, PGA Tour and Ryder Cup; and • Numerous other regional and lower tier league divisions across various sports such as basketball, soccer, ice hockey and volleyball.
As of the date of this Report, Genius has invested more than $170 million in building out its full suite of proprietary technology and software solutions. A portion of this amount was provided by private equity firm Three Hills Capital Partners (“THCP”), who have been an investment partner of Genius since 2015.
As of the date of this Report, Genius has invested more than $220 million in building out its full suite of proprietary technology and software solutions. In September 2018, certain funds advised by Apax Partners LLP (“Apax Funds”) acquired a majority interest in Genius.

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Market for Common Equity — stock, dividends, buybacks

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Biggest changeYear Ended Variance December 31, 2022 December 31, 2021 In dollars In % (dollars, in thousands) Revenue $ 341,029 $ 262,735 $ 78,294 30 % Cost of revenue (1) 338,166 476,168 (138,002 ) (29 %) Gross profit (loss) 2,863 (213,433 ) 216,296 101 % Operating expenses: Sales and marketing (1) 31,344 27,292 4,052 15 % Research and development (1) 29,894 26,513 3,381 13 % General and administrative (1) 122,829 293,168 (170,339 ) (58 %) Transaction expenses 1,668 12,886 (11,218 ) (87 %) Total operating expense 185,735 359,859 (174,124 ) (48 %) Loss from operations (182,872 ) (573,292 ) 390,420 68 % Interest expense, net (1,487 ) (3,331 ) 1,844 55 % Loss on disposal of assets (292 ) (46 ) (246 ) (535 %) Gain (loss) on fair value remeasurement of contingent consideration 218 (19,405 ) 19,623 101 % Change in fair value of derivative warrant liabilities 10,132 (11,412 ) 21,544 189 % (Loss) gain on foreign currency (8,979 ) 3,032 (12,011 ) (396 %) Total other income (expenses) (408 ) (31,162 ) 30,754 99 % Loss before income taxes (183,280 ) (604,454 ) 421,174 70 % Income tax (expense) benefit (1,714 ) 11,701 (13,415 ) (115 %) Gain from equity method investment 3,358 — 3,358 — Net loss $ (181,636 ) $ (592,753 ) $ 411,117 69 % (1) Includes stock-based compensation (including related employer payroll taxes) as follows: Year Ended Variance December 31, 2022 December 31, 2021 In dollars In % (dollars, in thousands) Cost of revenue $ 40,639 $ 243,512 $ (202,873 ) (83%) Sales and marketing 2,896 3,546 (650 ) (18%) Research and development 1,980 4,670 (2,690 ) (58%) General and administrative 44,423 237,746 (193,323 ) (81%) Total stock-based compensation $ 89,938 $ 489,474 $ (399,536 ) (82%) 54 Table of Contents Revenue Revenue was $341.0 million for the year ended December 31, 2022 compared to $262.7 million for the year ended December 31, 2021.
Biggest changeYear Ended Variance December 31, 2023 December 31, 2022 In dollars In% (dollars, in thousands) Revenue $ 412,977 $ 341,029 $ 71,948 21 % Cost of revenue (1) 343,972 338,166 5,806 2 % Gross profit 69,005 2,863 66,142 2,310 % Operating expenses: Sales and marketing (1) 29,432 31,344 (1,912 ) (6 %) Research and development (1) 26,070 29,894 (3,824 ) (13 %) General and administrative (1) 85,167 122,829 (37,662 ) (31 %) Transaction expenses 2,494 1,668 826 50 % Total operating expense 143,163 185,735 (42,572 ) (23 %) Loss from operations (74,158 ) (182,872 ) 108,714 59 % Interest income (expense), net 1,953 (1,487 ) 3,440 231 % Loss on disposal of assets (291 ) (292 ) 1 0 % (Loss) gain on fair value remeasurement of contingent consideration (2,919 ) 218 (3,137 ) (1,439 %) Change in fair value of derivative warrant liabilities (534 ) 10,132 (10,666 ) (105 %) Loss on abandonment of assets (11,226 ) — (11,226 ) — Gain (loss) on foreign currency 3,875 (8,979 ) 12,854 143 % Total other expense (9,142 ) (408 ) (8,734 ) (2,141 %) Loss before income taxes (83,300 ) (183,280 ) 99,980 55 % Income tax expense (5,340 ) (1,714 ) (3,626 ) (212 %) Gain from equity method investment 3,106 3,358 (252 ) (8 %) Net loss $ (85,534 ) $ (181,636 ) $ 96,102 53 % (1) Includes stock-based compensation (including related employer payroll taxes) as follows: Year Ended Variance December 31, 2023 December 31, 2022 In dollars In% (dollars, in thousands) Cost of revenue $ 6,342 $ 40,639 $ (34,297 ) (84 %) Sales and marketing 3,060 2,896 164 6 % Research and development 3,630 1,980 1,650 83 % General and administrative 22,430 44,428 (21,998 ) (50 %) Total stock-based compensation $ 35,462 $ 89,943 $ (54,481 ) (61 %) 61 Table of Contents Revenue Revenue was $413.0 million for the year ended December 31, 2023 compared to $341.0 million for the year ended December 31, 2022.
Transaction expenses consists primarily of advisory, legal, accounting, valuation, other professional or consulting fees, and bonuses 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. Gain (loss) on fair value remeasurement of contingent consideration .
Transaction expenses consists primarily of advisory, legal, accounting, valuation, other professional or consulting fees, and bonuses 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. (Loss) gain on fair value remeasurement of contingent consideration .
Gain (loss) on fair value remeasurement of contingent consideration represents the change in fair value of contingent consideration liabilities related to historical acquisitions. Contingent consideration liabilities are revalued at each reporting period. Change in fair value of derivative warrant liabilities .
(Loss) gain on fair value remeasurement of contingent consideration represents the change in fair value of contingent consideration liabilities related to historical acquisitions. Contingent consideration liabilities are revalued at each reporting period. Change in fair value of derivative warrant liabilities .
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 stock-based compensation expense (including related employer payroll taxes), change in fair value of derivative warrant liabilities, remeasurement of contingent consideration and gain on foreign currency.
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 stock-based compensation expense (including related employer payroll taxes), change in fair value of derivative warrant liabilities, remeasurement of contingent consideration and gain or loss on foreign currency.
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’ audited consolidated financial statements included elsewhere in this report on Form 20-F.
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’ consolidated financial statements included elsewhere in this report on Form 20-F.
Further, legislative or regulatory restrictions, the cost of data rights to sports that are popular in a certain region, and betting and other taxes may make it less attractive or more difficult for Genius to successfully do business in a particular jurisdiction. 50 Table of Contents 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.
Further, legislative or regulatory restrictions, the cost of data rights to sports that are popular in a certain region, and betting and other taxes may make it less attractive or more difficult for Genius to successfully do business in a particular jurisdiction. 57 Table of Contents 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 discussion should be read together with the historical audited annual consolidated financial statements of Genius Sports Limited and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2022 and 2021 and the related consolidated statements of operations, comprehensive loss, changes in temporary equity and shareholders’ equity (deficit) and cash flows for the years ended December 31, 2022, 2021 and 2020, and the related notes thereto, included elsewhere in this Annual Report on Form 20-F.
The discussion should be read together with the historical audited annual consolidated financial statements of Genius Sports Limited and its subsidiaries, which comprise the consolidated balance sheets as of December 31, 2023 and 2022 and the related consolidated statements of operations, comprehensive loss, changes in temporary equity and shareholders’ equity (deficit) and cash flows for the years ended December 31, 2023, 2022 and 2021, and the related notes thereto, included elsewhere in this Annual Report on Form 20-F.
R&D expenses can fluctuate 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 .
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 .
These tools include creation of fan-facing websites, rich statistical content such as team and player standings, immersive social media content, and, Genius’ latest creation, its streaming product, a tool that allows sports leagues to automatically produce, distribute and commercialize live, audio-visual game content.
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, audio-visual game content.
By integrating its services into the customer’s environment, Genius’ technology is an essential, business critical component of its customers’ businesses. Genius has long- term contracts with over 750 sportsbook brands and B2B platform providers and has historically experienced very low customer churn.
By integrating its services into the customer’s environment, Genius’ technology is an essential, business critical component of its customers’ businesses. Genius has long- term contracts with over 800 sportsbook brands and B2B platform providers and has historically experienced very low customer churn.
Genius’ assets and liabilities and results of operations are translated from its functional currency, the British Pound Sterling (“GBP”) into its reporting currency, the United States Dollar (“USD”), which is Genius’ reporting currency, using the average exchange rate during the relevant period for income and expense items and the period-end exchange rate for assets and liabilities.
Genius’ assets and liabilities and results of operations are translated from its functional currency, the British Pound Sterling (“GBP”) into its reporting currency, the United States 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.
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 the United Kingdom.
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 United Kingdom.
Comparison of 2021 to 2020 For the comparison of 2021 to 2020, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2021, under the subheading “Liquidity and Capital Resources”. C.
Comparison of 2022 to 2021 For the comparison of 2022 to 2021, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2022, under the subheading “Liquidity and Capital Resources”. C.
Accrued interest and penalties are included in the deferred tax liability line in the consolidated balance sheets. 60 Table of Contents Goodwill Impairment Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination.
Accrued interest and penalties are included in the deferred tax liability line in the consolidated balance sheets. 67 Table of Contents Goodwill Impairment Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination.
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. 61 Table of Contents
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. 68 Table of Contents
The variable revenue components and other material terms in Genius’ sportsbook contracts (for example, geographic use limitations) provide a significant opportunity for growth. Factors Affecting Comparability of Financial Information The Business Combination Pursuant to the Business Combination Agreement, Genius Sports Limited legally acquired all the outstanding equity interests in Genius and dMY, in equity-for-equity exchange transactions (“the Merger”).
The variable revenue components and other material terms in Genius’ sportsbook contracts (for example, geographic use limitations) provide a significant opportunity for growth. 54 Table of Contents Factors Affecting Comparability of Financial Information The Business Combination Pursuant to the Business Combination Agreement, Genius Sports Limited legally acquired all the outstanding equity interests in Genius and dMY, in equity-for-equity exchange transactions (“the Merger”).
Genius uniquely sits at the heart of the global sports betting ecosystem where Genius has deep, critical relationships with over 400 sports leagues and federations, over 750 sportsbook brands and over 170 marketing customers (which includes some of the aforementioned sportsbook brands).
Genius uniquely sits at the heart of the global sports betting ecosystem where Genius has deep, critical relationships with over 400 sports leagues and federations, over 800 sportsbook brands and over 170 marketing customers (which includes some of the aforementioned sportsbook brands).
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. 51 Table of Contents Costs and Expenses Cost of revenue .
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. 58 Table of Contents Costs and Expenses Cost of revenue.
Genius seeks to mitigate these risks through long-term mutually beneficial partnership agreements that embed indispensable technology within a sports league’s infrastructure in exchange for the grant of exclusive rights to collect, distribute and monetize official data and/or streaming content. 49 Table of Contents Industry Trends and Competitive Landscape Genius operates within the global sports betting industry.
Genius seeks to mitigate these risks through long-term mutually beneficial partnership agreements that embed indispensable technology within a sports league’s infrastructure in exchange for the grant of exclusive rights to collect, distribute and monetize official data and/or streaming content. Industry Trends and Competitive Landscape Genius operates within the global sports betting industry.
In the year ended December 31, 2022, investing cash flows primarily reflect internally developed software costs and purchases of intangible assets of $41.6 million, purchases of property and equipment of $6.0 million and equity investments of $8.0 million.
In the year ended December 31, 2022, investing cash flows primarily reflect internally developed software costs and purchases of intangible assets of $41.6 million, purchases of property and equipment of $6.0 million and contributions to equity investments of $8.0 million.
Similarly, Genius’ Betting Technology, Content and Services offerings are now essential to the operations of most sportsbooks and many B2B platform providers to sportsbooks. For example, Genius provides all the official data for the NFL and U.K. soccer competitions, including the EPL (along with a host of other soccer, basketball and volleyball competitions) to leading sportsbooks worldwide.
Similarly, Genius’ Betting Technology, Content and Services offerings are now essential to the operations of most sportsbooks and many B2B platform providers to sportsbooks. For example, Genius provides all the official data for the NFL and UK soccer competitions, including the EPL (along with a host of other soccer, basketball and volleyball competitions) to leading sportsbooks worldwide.
(3) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes) and equity-classified non-employee awards issued to suppliers. (4) Includes mainly legal and related costs in connection with non-routine litigation matters including Sportradar litigation and BetConstruct litigation.
(3) Includes restricted shares, stock options, equity-settled restricted share units, cash-settled restricted share units and equity-settled performance-based restricted share units granted to employees and directors (including related employer payroll taxes) and equity-classified non-employee awards issued to suppliers. (4) Includes mainly legal and related costs in connection with non-routine litigation.
Both the Black-Scholes model and the Monte Carlo simulation requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected term.
Both the Black-Scholes model and the Monte Carlo simulation requires management to make a number of key assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. The risk-free interest rate is estimated using the rate of return on US treasury notes with a life that approximates the expected term.
Substantially all sportsbook contracts include a minimum fee mechanism, with upside based either on a percentage share of the customer’s gross gaming revenue (“GGR”) or incremental per-event fees that apply once the contracted minimum number of events has been utilized. Approximately 50% of Genius’ fiscal 2022 revenue was related to contractual minimum revenue guarantees.
Substantially all sportsbook contracts include a minimum fee mechanism, with upside based either on a percentage share of the customer’s gross gaming revenue (“GGR”) or incremental per-event fees that apply once the contracted minimum number of events has been utilized. Approximately 60% of Genius’ fiscal 2023 revenue was related to contractual minimum revenue guarantees.
Genius’ sportsbook contracts are typically structured with guaranteed minimum payments throughout the life of the term (typically 3-5 years), providing for clear earnings visibility.
Genius’ sportsbook contracts are typically structured with guaranteed minimum payments throughout the life of the term (typically 2-5 years), providing for clear earnings visibility.
Operating Results Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021 The following table summarizes Genius’ consolidated results of operations for the periods indicated.
Operating Results Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022 The following table summarizes Genius’ consolidated results of operations for the periods indicated.
Gain from equity method investment represents the Company’s proportionate share of net earnings or losses recognized from the Company’s equity method investments. 52 Table of Contents Non-GAAP Financial Measures This annual report on Form 20-F 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 U.S. GAAP.
Gain from equity method investment represents the Company’s proportionate share of net earnings or losses recognized from the Company’s equity method investments. 59 Table of Contents Non-GAAP Financial Measures This annual report on Form 20-F 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.
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 U.S. GAAP financial measure.
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.
Genius estimates that a hypothetical 10% appreciation of the USD against the GBP would have resulted in $20.8 million, $26.3 million, and $15.0 million decreases in reported revenue for years ended December 31, 2022, 2021 and 2020, respectively. Throughout this report on Form 20-F, Genius reports certain items on a constant currency basis to facilitate comparability between periods.
Genius estimates that a hypothetical 10% appreciation of the USD against the GBP would have resulted in $23.6 million, $20.8 million, and $26.3 million decreases in reported revenue for years ended December 31, 2023, 2022 and 2021, respectively. Throughout this report on Form 20-F, Genius reports certain items on a constant currency basis to facilitate comparability between periods.
Amortization of capitalized software development costs was $23.1 million for the year ended December 31, 2022, compared to $17.9 million for the year ended December 31, 2021. This increase is driven primarily by Genius’ continued investment in new product offerings which has resulted in increased capitalization of internally developed software costs.
Amortization of capitalized software development costs was $31.3 million for the year ended December 31, 2023, compared to $23.1 million for the year ended December 31, 2022. This increase is driven primarily by Genius’ continued investment in new product offerings which has resulted in increased capitalization of internally developed software costs.
In connection with the partnership, in addition to the official data rights agreement, Genius Sports and the CFL have also agreed that Genius Sports will acquire a minority stake in CFL Ventures, the new commercial arm of the League, allowing the Company to benefit strategically and financially from the CFL’s growth.
In connection with the partnership, in addition to the official data rights agreement, Genius Sports and the CFL have also agreed that Genius Sports will acquire a minority stake in CFL Ventures, the new commercial arm of the League, allowing the Company to benefit strategically and financially from the CFL’s growth. The transaction became effective in January 2022.
Gain from equity method investment Gain from equity method investment was $3.4 million for the year ended December 31, 2022, due to Genius’ share of profits from its equity investment in CFL Ventures.
Gain from equity method investment Gain from equity method investment was $3.1 million and $3.4 million for the year ended December 31, 2023 and 2022, respectively, due to Genius’ share of profits from its equity investment in CFL Ventures.
Debt Genius had $14.5 million and $0.1 million in debt outstanding as of December 31, 2022 and December 31, 2021, respectively. Substantially all of this debt was in the form of Promissory Notes bearing non-cash interest at 4.7% annually.
Debt Genius had $7.6 million and $14.5 million in debt outstanding as of December 31, 2023 and December 31, 2022, respectively. Substantially all of this debt was in the form of Promissory Notes bearing non-cash interest at 4.7% annually.
Genius seeks to maintain an optimal portfolio of data rights, from high profile, widely followed sports events, such as the English Premier League (“EPL”), National Football League (“NFL”), National Basketball Association (“NBA” through to the end of the 2022/23 season) and other Tier 1 sports, to more specialized and less widely followed events, such as non-European soccer, non-US basketball, professional volleyball and other Tier 2 to 4 sports.
Genius seeks to maintain an optimal portfolio of data rights, from high profile, widely followed sports events, such as the English Premier League (“EPL”), National Football League (“NFL”) and other Tier 1 sports, to more specialized and less widely followed events, such as non-European soccer, non-US basketball, professional volleyball and other Tier 2 to 4 sports.
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, and new service offerings contributed $2.6 million to the increase, while another $27.4 million was attributable to new customer acquisitions, while a further $2.0 million was driven by increased customer utilization of Genius’ available event content.
New customer acquisitions contributed $30.4 million to the increase, and $18.4 million was driven by 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, and new service offerings, while a further $16.2 million was driven by increased customer utilization of Genius’ available event content.
See Note 19 – Income Taxes , to Genius’ audited consolidated financial statements appearing elsewhere in this Annual Report on form 20-F. Gain from equity method investment.
See Note 19 – Income Taxes , to Genius’ consolidated financial statements included elsewhere in this report on Form 20-F. Gain from equity method investment .
General and administrative expenses (“G&A”) 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, audit and licensing-related), legal settlements and contingencies, rent expense and depreciation of property and equipment. Transaction expenses .
General and administrative expenses (“G&A”) 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), lease costs and depreciation of property and equipment. Transaction expenses .
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 through the acquisition of Second Spectrum.
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 their game, enhanced data analytics programs and real-time video augmentation services.
Revenue for contracts where Genius receives non-cash consideration in the form of official sports data and streaming rights was $15.8 million in the year ended December 31, 2022 compared to $14.0 million in the year ended December 31, 2021.
Revenue for contracts where Genius receives non-cash consideration in the form of official sports data and streaming rights was $16.2 million in the year ended December 31, 2023 compared to $15.8 million in the year ended December 31, 2022.
Genius’ core European market is also expected to grow, as certain countries such as Germany remain in the early stages of liberalization and proliferation of sports betting. H2 Gambling Capital projects that the European sports betting market will generate an estimated $36 billion in GGR in 2027, up from an estimated $27 billion in 2022.
Genius’ core European market is also expected to grow, as certain countries such as Germany remain in the early stages of liberalization and proliferation of sports betting. H2 Gambling Capital projects that the European sports betting market will generate an estimated $41 billion in GGR in 2028, up from an estimated $28 billion in 2023.
Change in fair value of derivative warrant liabilities Change in fair value of derivative warrant liabilities was a gain of $10.1 million for the year ended December 31, 2022 and a loss of $11.4 million for the year ended December 31, 2021, due to revaluation of the public and private warrants assumed as part of the Merger.
Change in fair value of derivative warrant liabilities Change in fair value of derivative warrant liabilities was a loss of $0.5 million for the year ended December 31, 2023 and a gain of $10.1 million for the year ended December 31, 2022, due to revaluation of the public warrants assumed as part of the Merger.
H2 Gambling Capital projects that the industry’s GGR will grow from $69 billion in 2022 to $107 billion by 2027. See Item 4.B “Business Overview—The Sports Betting Industry and Genius’ Opportunity.” Genius believes its industry-leading product offerings, strong technology platform, data integrity and established brand make it a partner of choice for many professional sports organizations and sportsbooks.
H2 Gambling Capital projects that the industry’s GGR will grow from $80 billion in 2023 to $127 billion by 2028. See Item 4.B “Business Overview—The Sports Betting Industry and Genius’ Opportunity”. Genius believes its industry-leading product offerings, strong technology platform, data integrity and established brand make it a partner of choice for many professional sports organizations and sportsbooks.
Net loss Net loss was $181.6 million for the year ended December 31, 2022 and $592.8 million for the year ended December 31, 2021. 56 Table of Contents Comparison of 2021 to 2020 For the comparison of 2021 to 2020, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2021.
Net loss Net loss was $85.5 million and $181.6 million for the year ended December 31, 2023 and 2022, respectively. 63 Table of Contents Comparison of 2022 to 2021 For the comparison of 2022 to 2021, refer to Part I, Item 5 “Operating and Financial Review and Prospects” of our Annual Report on Form 20-F for the year ended December 31, 2022.
Operating and Financial Review and Prospects.” 58 Table of Contents E. Critical Accounting Policies and Estimates Genius’ consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles, or U.S. GAAP.
Operating and Financial Review and Prospects.” 65 Table of Contents E. Critical Accounting Estimates Genius’ consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or US GAAP.
On a constant currency basis, Betting Technology, Content and Services revenue would have increased $48.1 million, or 30% in the year ended December 31, 2022.
On a constant currency basis, Betting Technology, Content and Services revenue would have increased $63.4 million, or 30% in the year ended December 31, 2023.
Genius’ growth prospects also depend in part on continuing legalization of sports betting across the globe, for example in the United States. As of year-end 2022, 36 U.S. states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 34 states have launched active sports betting industries with 24 states allowing mobile sports betting.
Genius’ growth prospects also depend in part on continuing legalization of sports betting across the globe, for example in the United States. As of year-end 2023, 39 US states, including Washington, DC for these purposes, have passed measures to legalize sports betting, of which 38 states have launched active sports betting industries with 30 states allowing mobile sports betting.
In the year ended December 31, 2022 net cash used in operating activities primarily reflected Genius’ net loss net of non-cash items of $21.8 million, offset by changes in working capital of $18.4 million.
In the year ended December 31, 2022, net cash used in operating activities primarily reflected Genius’ net loss net of non-cash items of $21.8 million, offset by changes in working capital of $18.4 million. Investing activities Net cash used in investing activities was $47.6 million and $54.8 million in the year ended December 31, 2023 and 2022, respectively.
On a constant currency basis, Adjusted EBITDA would have been $(2.4) million and $16.8 million for the years ended December 31, 2021 and 2020, respectively. 53 Table of Contents Constant Currency Certain income statement items in this Report on Form 20-F are discussed on a constant currency basis.
On a constant currency basis, Adjusted EBITDA would have been $15.5 million and $(2.1) million for the years ended December 31, 2022 and 2021, respectively. 60 Table of Contents Constant Currency Certain income statement items in this Report on Form 20-F are discussed on a constant currency basis.
For example, Genius’ U.K. soccer data rights contract, which runs through the end of the 2023-2024 season and NFL data rights contract, which runs through the end of the 2026-2027 season, accounts for a significant majority of Genius’ third-party data rights fees.
For example, Genius’ UK soccer data rights contract, which runs through the end of the 2024-2025 season and NFL data rights contract, which runs through the end of the 2027-2028 season, accounts for a significant majority of Genius’ third-party data rights fees.
Media direct costs were $37.6 million for the year ended December 31, 2022, compared to $24.4 million for the year ended December 31, 2021. The $13.2 million increase is driven primarily by higher programmatic advertising revenues in the Americas.
Media direct costs were $39.9 million for the year ended December 31, 2023, compared to $37.6 million for the year ended December 31, 2022. The $2.3 million increase is driven primarily by higher programmatic advertising revenues in the Americas.
The following table shows Genius’ revenue split by product line, for the periods indicated: Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (dollars, in thousands) Revenue by Product Line Betting Technology, Content and Services $ 209,251 $ 177,201 $ 110,618 Media Technology, Content and Services 82,698 48,312 23,055 Sports Technology and Services 49,080 37,222 16,066 Total Revenue $ 341,029 $ 262,735 $ 149,739 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.
The following table shows Genius’ revenue split by product line, for the periods indicated: Year Ended December 31, 2023 2022 2021 (dollars, in thousands) Revenue by Product Line Betting Technology, Content and Services $ 274,235 $ 209,251 $ 177,201 Media Technology, Content and Services 91,605 82,698 48,312 Sports Technology and Services 47,137 49,080 37,222 Total Revenue $ 412,977 $ 341,029 $ 262,735 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.
Data and streaming rights costs were $128.7 million for the year ended December 31, 2022, compared to $97.9 million for the year ended December 31, 2021. The $30.8 million increase is driven primarily by Genius’s official data rights strategy.
Data and streaming rights costs were $153.8 million for the year ended December 31, 2023, compared to $128.7 million for the year ended December 31, 2022. The $25.1 million increase is driven primarily by Genius’s official data rights strategy.
See Note 13 – Derivative Warrant Liabilities below for further discussion of the Warrants. Income Tax Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
Income Tax Income taxes are accounted under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements.
The following table presents a reconciliation of Genius’ Adjusted EBITDA to its net loss for the periods indicated: Year Ended Year Ended Year Ended December 31, 2022 December 31, 2021 December 31, 2020 (dollars, in thousands) Consolidated net loss $ (181,636 ) $ (592,753 ) $ (30,348 ) Adjusted for: Interest expense, net 1,487 3,331 7,874 Income tax expense (benefit) 1,714 (11,701 ) 1,813 Amortization of acquired intangibles (1) 40,089 37,617 21,571 Other depreciation and amortization (2) 29,302 22,542 14,010 Stock-based compensation (3) 89,943 489,474 — Transaction expenses 1,668 12,886 672 Litigation and related costs (4) 24,624 4,395 2,295 Change in fair value of derivative warrant liabilities (10,132 ) 11,412 — (Gain) loss on fair value remeasurement of contingent consideration (218 ) 19,405 (271 ) Loss (gain) on foreign currency 8,979 (3,032 ) (114 ) Other (5) 9,968 7,974 8 Adjusted EBITDA $ 15,788 $ 1,550 $ 17,510 (1) Includes amortization of intangible assets generated through business acquisitions, inclusive of amortization for data rights, marketing products, and acquired technology.
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: Year Ended Year Ended Year Ended December 31, 2023 December 31, 2022 December 31, 2021 (dollars, in thousands) Consolidated net loss $ (85,534 ) $ (181,636 ) $ (592,753 ) Adjusted for: Net, interest (income) expense (1,953 ) 1,487 3,331 Income tax expense (benefit) 5,340 1,714 (11,701 ) Amortization of acquired intangibles (1) 40,476 40,089 37,617 Other depreciation and amortization (2) 37,841 29,302 22,542 Stock-based compensation (3) 35,462 89,943 489,474 Transaction expenses 2,494 1,668 12,886 Litigation and related costs (4) 2,289 24,624 4,395 Change in fair value of derivative warrant liabilities 534 (10,132 ) 11,412 Loss (gain) on fair value remeasurement of contingent consideration 2,919 (218 ) 19,405 Loss on abandonment of assets 11,226 — — (Gain) loss on foreign currency (3,875 ) 8,979 (3,032 ) Other (5) 6,126 9,968 7,974 Adjusted EBITDA $ 53,345 $ 15,788 $ 1,550 (1) Includes amortization of intangible assets generated through business acquisitions, inclusive of amortization for data rights, marketing products, and acquired technology.
On a constant currency basis, Sports Technology and Services revenue would have increased $13.7 million, or 39% in the year ended December 31, 2022. Cost of revenue Cost of revenue was $338.2 million for the year ended December 31, 2022, compared to $476.2 million for the year ended December 31, 2021.
On a constant currency basis, Sports Technology and Services revenue would have decreased $2.2 million, or 4% in the year ended December 31, 2023. Cost of revenue Cost of revenue was $344.0 million for the year ended December 31, 2023, compared to $338.2 million for the year ended December 31, 2022.
Gain (loss) on fair value remeasurement of contingent consideration Genius recorded a gain on fair value remeasurement of contingent consideration of $0.2 million for the year ended December 31, 2022, compared to a loss of $19.4 million for the year ended December 31, 2021, related to the Second Spectrum and Spirable acquisitions.
(Loss) gain on fair value remeasurement of contingent consideration Genius recorded a loss on fair value remeasurement of contingent consideration of $2.9 million for the year ended December 31, 2023, compared to a gain of $0.2 million for the year ended December 31, 2022, related to historical acquisitions.
This trend is expected to continue. H2 Gambling Capital projects that the U.S. sports betting market will generate an estimated $18 billion in GGR in 2027, up from an estimated $7 billion in 2022. Genius is already permitted to supply in 27 North American states and intends to obtain licenses in other states as the legalization trend continues.
This trend is expected to continue. H2 Gambling Capital projects that the US sports betting market will generate an estimated $25 billion in GGR in 2028, up from an estimated $11 billion in 2023. Genius is already permitted to supply in 28 US states and intends to obtain licenses in other states as the legalization trend continues.
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 audio-visual game content that is derived from its streaming partnerships with sports leagues. 45 Table of Contents Media Technology, Content and Services .
Genius’ offerings include official data, outsourced bookmaking, trading/risk management services and live audio-visual game content that is derived from its streaming partnerships with sports leagues. Media Technology, Content and Services .
See condensed consolidated financial statements on Form 6-K for the period ending June 30, 2021. 47 Table of Contents As a result of the Merger, Genius Sports Limited is now a publicly traded company with its ordinary shares trading on New York Stock Exchange, requiring it to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.
As a result of the Merger, Genius Sports Limited is now a publicly traded company with its ordinary shares trading on New York Stock Exchange, requiring it to hire additional personnel and implement procedures and processes to address public company regulatory requirements and customary practices.
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 90% of the total volume of sporting events offered to sportsbooks.
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.
The $170.3 million decrease includes a $193.3 million decrease in stock-based compensation related to historical equity incentive awards issued to management and employees.
The $3.8 million decrease includes a $1.7 million increase in stock-based compensation related to equity awards issued to management and employees.
Genius Sports Limited became a new public, SEC-reporting company and Genius was deemed its predecessor, meaning that Genius Sports Limited’s periodic reports after the consummation of the Merger would reflect Genius’ historical financial results.
Genius Sports Limited became a new public, SEC-reporting company and Genius was deemed its predecessor, meaning that Genius Sports Limited’s periodic reports after the consummation of the Merger would reflect Genius’ historical financial results. See condensed consolidated financial statements on Form 6-K for the period ending June 30, 2021.
On a constant currency basis, Media Technology, Content and Services revenue would have increased $36.9 million, or 81% in the year ended December 31, 2022. Sports Technology and Services revenue increased $11.9 million, or 32%, to $49.1 million for the year ended December 31, 2022 from $37.2 million for the year ended December 31, 2021.
On a constant currency basis, Media Technology, Content and Services revenue would have increased $8.6 million, or 10% in the year ended December 31, 2023. Sports Technology and Services revenue decreased $1.9 million, or 4%, to $47.1 million for the year ended December 31, 2023 from $49.1 million for the year ended December 31, 2022.
Genius evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Business Combinations Genius accounts for acquisitions in accordance with ASC 805, Business Combinations (“ASC 805”).
Genius evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. 66 Table of Contents Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation (“ASC 718”).
CFL Ventures On December 10, 2021, the Company announced a landmark strategic partnership with the Canadian Football League (“CFL” or “the League”), the second largest football league globally with over 100 years of history.
On July 6, 2023, the License Agreement was extended through the end of the 2027-28 season. 55 Table of Contents CFL Ventures On December 10, 2021, the Company announced a landmark strategic partnership with the Canadian Football League (“CFL” or “the League”), the second largest football league globally with over 100 years of history.
Key Factors Affecting Genius’ Performance Genius’ financial position and results of operations depend to a significant extent on the following factors: Ability to Acquire and Profitably Monetize Data Rights Genius grows its business by acquiring new data rights and, in turn, selling the data and its other value-added services to sportsbooks.
Genius’ revenue trends may also be affected by the scheduling of major sporting events such as the FIFA World Cup or the cancellation/postponement of sporting events and races. 56 Table of Contents Key Factors Affecting Genius’ Performance Genius’ financial position and results of operations depend to a significant extent on the following factors: Ability to Acquire and Profitably Monetize Data Rights Genius grows its business by acquiring new data rights and, in turn, selling the data and its other value-added services to sportsbooks.
Revenue increased $78.3 million, or 30%. On a constant currency basis, revenue would have increased $98.7 million, or 41% in the year ended December 31, 2022. Betting Technology, Content and Services revenue increased $32.0 million, or 18%, to $209.3 million for the year ended December 31, 2022 from $177.2 million for the year ended December 31, 2021.
Revenue increased $71.9 million, or 21%. On a constant currency basis, revenue would have increased $69.9 million, or 20% in the year ended December 31, 2023. Betting Technology, Content and Services revenue increased $65.0 million, or 31%, to $274.2 million for the year ended December 31, 2023 from $209.3 million for the year ended December 31, 2022.
Transaction expenses Transaction expenses were $1.7 million and $12.9 million for the years ended December 31, 2022 and 2021 respectively. Transaction expenses in the year ended December 31, 2022 related to the exercise and consent solicitation of outstanding public warrants. Transaction expenses in the year ended December 31, 2021 related to the Merger and acquisitions in the year.
Transaction expenses Transaction expenses were $2.5 million and $1.7 million for the year ended December 31, 2023 and 2022 respectively. Transaction expenses in the year ended December 31, 2023 related to corporate transactions including the exercise of outstanding public warrants.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS OPERATING AND FINANCIAL REVIEW AND PROSPECTS For purposes of this section, “we,” “our,” “us”, “Genius” and the “company” refer to Genius Sports Limited and all of its subsidiaries.
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 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’ consolidated results of operations and financial condition.
(5) Includes expenses incurred related to earn-out payments on historical acquisitions, gain/losses on disposal of assets, severance costs, loss on termination and impairment of property leases, and employee share scheme set up costs.
(5) Includes expenses incurred related to earn-out payments on historical acquisitions, gain/losses on disposal of assets, severance costs and non-recurring compensation payments.
Pursuant to the License Agreement, the Company, agreed to issue the NFL an aggregate of up to 18,500,000 warrants and 2,000,000 additional warrants for each annual extension, 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 will be subject to vesting over the six-year term.
The License Agreement contemplates a four-year period (the “Term”) 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 fair value of equity-settled restricted share units and cash-settled restricted share units is estimated to be equal to the closing price of the Company’s common stock on each grant date.
For stock-based awards subject to market conditions, the Company recognizes compensation cost on a tranche-by-tranche basis (the accelerated attribution method). The fair value of equity-settled restricted share units and cash-settled restricted share units is estimated to be equal to the closing price of the Company’s common stock on each grant date.
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.
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.
Genius’ rights to collect, distribute and monetize the data related to such events may be exclusive (meaning that Genius has the exclusive right to collect, distribute, and monetize such data), co-exclusive (meaning that Genius shares collection, distribution, and monetization rights with one other company) or non-exclusive. 46 Table of Contents 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: December 31, 2022 2021 Events under official rights 190,490 201,216 Of which, exclusive 132,887 128,232 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.
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: December 31, 2023 2022 Events under official rights 200,351 190,490 Of which, exclusive 123,318 132,887 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.
Also included within Sports Technology, Content and Services are revenues derived from Sportzcast, Inc. (“Sportzcast”), a company acquired in December 2020, and Second Spectrum, acquired in June 2021. In some instances, Genius receives noncash consideration in the form of official sports data and streaming rights, along with other rights, in exchange for these services, particularly to non-Tier 1 sports organizations.
In some instances, Genius receives noncash consideration in the form of official sports data and streaming rights, along with other rights, in exchange for these services, particularly to non-Tier 1 sports organizations.
(Loss) gain on foreign currency Genius recorded a foreign currency loss of $9.0 million and a foreign currency gain of $3.0 million for the years ended December 31, 2022 and 2021, respectively. The loss in the year ended December 31, 2022 was mainly due to the depreciation of the GBP against local currencies during that period.
Gain (loss) on foreign currency Genius recorded a foreign currency gain of $3.9 million and a foreign currency loss of $9.0 million for the year ended December 31, 2023 and 2022, respectively.
Genius also provides sports leagues with bespoke monitoring technology and education services to help protect their competitions and athletes from the threats of match fixing and betting-related corruption.
Genius also provides sports leagues with bespoke monitoring technology and education services to help protect their competitions and athletes from the 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.
Media Technology, Content and Services revenue increased $34.4 million, or 71%, to $82.7 million for the year ended December 31, 2022 from $48.3 million for the year ended December 31, 2021, driven by the acquisition of new customers in the Americas primarily for programmatic advertising services, and the inclusion of revenues from acquisitions.
Media Technology, Content and Services revenue increased $8.9 million, or 11%, to $91.6 million for the year ended December 31, 2023 from $82.7 million for the year ended December 31, 2022, driven by growth in the Americas region, primarily for programmatic advertising services.
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 estimates that these sports comprise approximately 90% of the total volume of sporting events offered to sportsbooks. 53 Table of Contents 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.
Change in fair value of derivative warrant liabilities represents the change in fair value of public and private warrant liabilities assumed as part of the Merger. Warrant liabilities are revalued at each reporting period. Income tax expense .
Change in fair value of derivative warrant liabilities represents the change in fair value of public and private warrant liabilities assumed as part of the Merger. Loss on abandonment of assets relates to the derecognition of unused prepaid expenses. Income tax expense .

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Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeDirectors appointed to Committees receive an additional per-committee stipend. Directors performing the duty of Committee Chair or Board Chair receive an additional stipend. External advice is taken when reviewing director compensation. While all non-executive directors are entitled to receive director compensation, some directors have elected not to accept such compensation in the 2022 year. These directors include: Mr.
Biggest changeAll non-executive directors are subject to a director compensation policy which applies a uniform amount of cash compensation and Company equity on an annual basis. Directors appointed to Committees receive an additional per-committee stipend. Directors performing the duty of Committee Chair or Board Chair receive an additional stipend. External advice is taken when reviewing director compensation.
The guidelines for selecting nominees, which are specified in the nominating and corporate governance committee charter, generally provide that persons to be nominated should, at a minimum: • have demonstrated notable or significant achievements in business, education or public service; • possess the requisite intelligence, education and experience to make a significant contribution to the board of directors of Genius and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
The guidelines for selecting nominees, which are specified in the Nominating and Corporate Governance Charter, generally provide that persons to be nominated should at a minimum: • have demonstrated notable or significant achievements in business, education or public service; • possess the requisite intelligence, education and experience to make a significant contribution to the Board of Directors of Genius and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and • have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.
You, Mr. de Masi and Ms. Bradley have been deemed to qualify as an “audit committee financial expert” as defined by applicable SEC rules and has accounting or related financial management expertise. The Genius Board has determined that Mr. Kay, Ms. Bradley, Mr. de Masi, and Mr. You were independent for Audit Committee purposes, and Mr.
Bradley have been deemed by the Board to qualify as an “audit committee financial expert” as defined by applicable SEC rules and has accounting or related financial management expertise. The Genius Board has determined that Mr. Kay, Ms. Bradley , and Mr. de Masi were independent for Audit Committee purposes.
Our Nominating and Governance Committee has reviewed and approved the Company’s values and purpose statements, which are implemented through certain policies and procedures including our Code of Conduct and our ‘game plan’ which sets out the company vision and values that we expect all staff to uphold.
Our Nominating and Corporate Governance Committee has reviewed and approved the Company’s values and purpose statements, which are implemented through certain policies and procedures including our Code of Conduct and our ‘game plan’ which sets out the company vision and values that we expect all staff to uphold.
Save for any Restricted Shares transferred to new or existing managers that are employed or engaged by Genius and/or its direct and/or indirect subsidiaries pursuant to the Leaver provisions in the Restricted Share Terms, additional Restricted Shares are not currently proposed to be issued pursuant to the Restricted Share Terms. 66 Table of Contents Equity Compensation—Options Genius previously established an employee benefit trust in England for the purpose of holding the legal interest of certain Genius ordinary shares on behalf of certain employees and contractors of Topco and its direct and indirect subsidiaries from time to time (collectively, the “Beneficiaries”) under the Genius Sports Limited 2021 Option Plan (the “Genius Option Plan”).
Save for any Restricted Shares transferred to new or existing managers that are employed or engaged by Genius and/or its direct and/or indirect subsidiaries pursuant to the Leaver provisions in the Restricted Share Terms, additional Restricted Shares are not currently proposed to be issued pursuant to the Restricted Share Terms. 73 Table of Contents Equity Compensation—Options Genius previously established an employee benefit trust in England for the purpose of holding the legal interest of certain Genius ordinary shares on behalf of certain employees and contractors of Topco and its direct and indirect subsidiaries from time to time (collectively, the “Beneficiaries”) under the Genius Sports Limited 2021 Option Plan (the “Genius Option Plan”).
The Genius Board adopted, an audit committee charter, which details the principal functions of the audit committee, including: • meeting with Genius’s independent registered public accounting firm regarding, among other issues, audits, and adequacy of Genius’s accounting and control systems; 67 Table of Contents • monitoring the independence of Genius’s independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management Genius’s compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by Genius’s independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing Genius’s independent registered public accounting firm; • determining the compensation and oversight of the work of Genius’s independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by Genius regarding accounting, internal accounting controls or reports which raise material issues regarding Genius’s financial statements or accounting policies; • reviewing and approving all payments made to Genius’s existing shareholders, executive officers or directors and their respective affiliates.
The Genius Board adopted, an Audit Committee Charter, which details the principal functions of the Audit Committee, including: • meeting with Genius’s independent registered public accounting firm regarding, among other issues, audits, and adequacy of Genius’s accounting and control systems; • monitoring the independence of Genius’s independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management Genius’s compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by Genius’s independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing Genius’s independent registered public accounting firm; • determining the compensation and oversight of the work of Genius’s independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by Genius regarding accounting, internal accounting controls or reports which raise material issues regarding Genius’ financial statements or accounting policies; • reviewing and approving all payments made to Genius’s existing shareholders, executive officers or directors and their respective affiliates.
Stevens served in various commercial and operational roles and led major transformation and high growth initiatives at Pinewood Studios and Arts Alliance Media. He has over 20 years global experience in various other sports, media and technology companies. Eric started his career in the Washington, DC office of CEB (now Gartner) consulting primarily in the technology and media space.
Stevens served in various commercial and operational roles and led major transformation and high growth initiatives at Pinewood Studios and Arts Alliance Media. He has over 20 years global experience in various other sports, media and technology companies. Mr. Stevens started his career in the Washington, DC office of CEB (now Gartner) consulting primarily in the technology and media space.
Since November 2022, Mr. Levy has been serving as Chief Executive Officer and Co-Founder of Horizon Sports & Experiences, a sports media and marking firm. Since May 2020, Mr. Levy has been a senior advisor for Arctos Partners, a private equity company focusing on passive investments in professional sports teams. From May 2015 through to October 2022, Mr.
Since November 2022, Mr. Levy has been serving as Chief Executive Officer and Co-Founder of Horizon Sports & Experiences, a sports media and marketing firm. Since May 2020, Mr. Levy has been a senior advisor for Arctos Partners, a private equity company focusing on passive investments in professional sports teams. From May 2015 through to October 2022, Mr.
The Nominating and Corporate Governance Committee is responsible for, among other things: • identifying, evaluating and selecting, or making recommendations to the Genius Board regarding, nominees for election to the board of directors and its committees; • evaluating the performance of the Genius Board, individual directors and management, where relevant with the Chief Executive Officer and/or the compensation committee; • ensuring appropriate succession plans are in place for key executive officers and the board and its committees; • considering, and making recommendations to the Genius Board regarding the composition of the board and its committees; • reviewing developments in corporate governance and ESG practices; • setting the board of directors’ annual governance strategy; • evaluating the adequacy of the corporate governance practices and reporting; and • developing, and making recommendations to the Genius Board regarding, corporate governance guidelines and matters.
The Nominating and Corporate Governance Committee is responsible for, among other things: • identifying, evaluating and selecting, or making recommendations to the Genius Board regarding, nominees for election to the board of directors and its committees; • evaluating the performance of the Genius Board, individual directors and management, where relevant with the Chief Executive Officer and/or the compensation committee; • ensuring appropriate succession plans are in place for key executive officers and the board and its committees; 75 Table of Contents • considering, and making recommendations to the Genius Board regarding the composition of the board and its committees; • reviewing developments in corporate governance and ESG practices; • setting the board of directors’ annual governance strategy; • evaluating the adequacy of the corporate governance practices and reporting; and • developing, and making recommendations to the Genius Board regarding, corporate governance guidelines and matters.
None of Genius’s executive officers will serve as a member of the compensation committee or otherwise be directly responsible for the compensation committee’s decisions, but Genius’s Chief Executive Officer, Chief Governance and Compliance Officer, and Chief of Staff, are involved with compensation decisions and provide insight and recommendations to the compensation committee regarding compensation for officers and executive officers other than themselves.
None of Genius’s executive officers will serve as a member of the Compensation Committee or otherwise be directly responsible for the Compensation Committee’s decisions, but Genius’s Chief Executive Officer and Chief of Staff are involved with compensation decisions and provide insight and recommendations to the Compensation Committee regarding compensation for officers and executive officers other than themselves.
The compensation committee has the authority to retain, compensate and disengage an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation and employee equity plans, and has made such appointments during the 2022 year appointing Aon plc as its independent compensation advisor.
The compensation committee has the authority to retain, compensate and disengage an independent compensation consultant and any other advisors necessary to assist in its evaluation of executive compensation and employee equity plans, and has made such appointments during the 2023 year appointing Aon plc as its independent compensation advisor.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. The compensation committee engaged independent legal counsel and an independent compensation consultant in 2022.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the Compensation Committee will consider the independence of each such adviser, including the factors required by NYSE and the SEC. The compensation committee engaged independent legal counsel and an independent compensation consultant in 2023.
Accordingly, Genius has not set aside or accrued any amounts to provide pension, retirement or similar benefits for this group, and the amount of Genius’ employer pension contributions for 2022 are set forth in the table above.
Accordingly, Genius has not set aside or accrued any amounts to provide pension, retirement or similar benefits for this group, and the amount of Genius’ employer pension contributions for 2023 are set forth in the table above.
He holds a BA from Yale University. Nicholas Taylor has served as Chief Financial Officer of Genius since December 2020 and has been the Chief Financial Officer of Genius Sports Group since October 2019. Prior to joining Genius Sports Group, Mr.
He holds a B.A. from Yale University. Nicholas Taylor has served as Chief Financial Officer of Genius since December 2020 and has been the Chief Financial Officer of Genius Sports Group since October 2019. Prior to joining Genius Sports Group, Mr.
Mr. Locke is a member of Genius’s Board of Directors since April 2021, and a member of the Board of Directors of Genius Sports Group Limited since July 2015. Mr. Locke first launched BetGenius in 2000, which is now a Genius Sports Group company, and created Genius Sports Group in 2015. Mr.
Mr. Locke has been a member of Genius’s Board of Directors since April 2021, and a member of the Board of Directors of Genius Sports Group Limited since July 2015. Mr. Locke first launched BetGenius in 2000, which is now a Genius Sports Group company, and created Genius Sports Group in 2015. Mr.
Taylor started his financial career at KPMG LLP where he spent fourteen years. Mr. Taylor received his B.A. in Ancient History from the University of Bristol. 64 Table of Contents B.
Taylor started his financial career at KPMG LLP where he spent fourteen years. Mr. Taylor received his B.A. in Ancient History from the University of Bristol. 71 Table of Contents B.
Compensation Executive Officer and Director Compensation Compensation of Genius’s Executive Officers The amount of compensation actually paid, and benefits in kind granted, to Genius’s executive officers in the year ended December 31, 2022 is described in the table below.
Compensation Executive Officer and Director Compensation Compensation of Genius’s Executive Officers The amount of compensation actually paid, and benefits in kind granted, to Genius’s executive officers in the year ended December 31, 2023 is described in the table below.
The bonus payments referenced in the table above reflect annual bonus awards earned in respect of 2021 performance and paid in May 2022. Bonuses earned in respect of 2022 performance will be paid in 2023, after the date hereof. (4) Additional benefits include employer pension contributions and provision of private medical insurance cover.
The bonus payments referenced in the table above reflect annual bonus awards earned in respect of 2022 performance and paid in 2023. Bonuses earned in respect of 2023 performance will be paid in 2024, after the date hereof. (4) Additional benefits include employer pension contributions and provision of private medical insurance cover.
From 2015 until 2022, Mr. Kay was also the Chief Financial Officer and a member of the Office of the CEO of MGM Holdings, Inc., a leading entertainment studio that was acquired by Amazon.com, Inc. in March 2022. Previously, Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp.
Kay was also the Chief Financial Officer and a member of the Office of the CEO of MGM Holdings, Inc., a leading entertainment studio that was acquired by Amazon.com, Inc. in March 2022. Previously, Mr. Kay held the position of Chief Financial Officer of Las Vegas Sands Corp.
(2) Base compensation represents the actual salary amounts paid to executive officers in 2022.
(2) Base compensation represents the actual salary amounts paid to executive officers in 2023.
Nominating and Corporate Governance Committee Genius has established a nominating and corporate governance committee of the board of directors. The nominating and corporate governance committee is comprised of Gabriele Cipparrone, Daniel Burns and Kenneth Kay. Mr. Harry L. You was a member of the committee through to his retirement from the Board on December 19, 2022.
Nominating and Corporate Governance Committee Genius has established a Nominating and Corporate Governance Committee of the Board of Directors. The Nominating and Corporate Governance Committee is comprised of Mr. Cipparrone, Mr. Burns and Mr. Kay. Mr. Harry L. You was a member of the committee until his retirement from the Board on December 19, 2022.
E. Share Ownership Ownership of the Company’s shares by its directors and executive officers as of December 31, 2022 is set forth in Item 7.A of this Report. 69 Table of Contents
E. Share Ownership Ownership of the Company’s shares by its directors and executive officers as of December 31, 2023 is set forth in Item 7.A of this Report.
The retainer fees were paid in pound sterling and have been converted into U.S. dollars using the calendar year 2022 annual exchange rate of £1.00 to USD$1.249458. 65 Table of Contents Existing Share Incentive Arrangements The share ownership of our executive officers as of December 31, 2022 is reflected in the table below.
The retainer fees were paid in pound sterling and have been converted into US dollars using the calendar year 2023 annual exchange rate of £1.00 to USD$1.2439. 72 Table of Contents Existing Share Incentive Arrangements The share ownership of our executive officers as of December 31, 2023 is reflected in the table below.
Employees The Company currently has approximately 2,100 staff across 16 main locations and 6 continents, comprising over 1,600 employees and more than 500 contingent workers. We operate a network of over 2,500 data statisticians around the globe, as well as approximately 4,500 additional FIBA statisticians. The Company’s success is highly dependent on human capital and a strong leadership team.
Employees The Company currently has approximately 2,300 staff across 16 main locations and 6 continents, comprising almost 1,800 employees and 500 contingent workers. We operate a network of almost 3,000 data statisticians around the globe, as well as approximately 4,500 additional FIBA statisticians. The Company’s success is highly dependent on human capital and a strong leadership team.
Bradley was appointed to the Board of Directors in July 2021. Ms. Bradley previously served as Chief Financial Officer of the National Football League and Chief Operating Officer of the NFL Network, from 2003-2006 and 2006-2012 (respectively). Most recently, Ms. Bradley served as Executive Vice President & Chief Financial Officer of Warner Bros. Entertainment from 2015-2020. Ms.
Bradley previously served as Chief Financial Officer of the National Football League and Chief Operating Officer of the NFL Network, from 2003-2006 and 2006-2012 (respectively). Most recently, Ms. Bradley served as Executive Vice President & Chief Financial Officer of Warner Bros. Entertainment from 2015-2020. Ms.
Cipparrone received his M.B.A. from Harvard Business School, a post-graduate degree in Engineering from Ecole Centrale Paris and an undergraduate degree in Mechanical Engineering from Politecnico di Torino. Mr.
Cipparrone received his M.B.A. from Harvard Business School, a post-graduate degree in Engineering from École Centrale Paris (now known as CentraleSupélec – Université Paris-Saclay) and an undergraduate degree in Mechanical Engineering from Politecnico di Torino. Mr.
Michael attended Bond University on a Business School Scholarship and completed a Bachelor of Commerce in 2001, majoring in Finance, Accounting and Economics. Michael sits on the Board of Directors of Caledonia (Private) Investments Pty Limited and is a Non-Executive Director of Arrowfield Pastoral Company. Executive Committee – Officers Mark Locke is the Co-Founder and Chief Executive Officer of Genius.
He attended Bond University on a Business School Scholarship and completed a Bachelor of Commerce in 2001, majoring in Finance, Accounting and Economics. Mr. Messara sits on the Board of Directors of Caledonia (Private) Investments Pty Limited and is a Non-Executive Director of Arrowfield Pastoral Company.
Shareholder Communication with the Board of Directors Shareholders and interested parties may communicate with the Genius Board, any committee chairperson or the independent directors as a group by writing to the Genius Board or committee chairperson in care of Genius Sports Limited, 10 Bloomsbury Way, London, WC1A 2SL, England. D.
Shareholder Communication with the Board of Directors Shareholders and interested parties may communicate with the Genius Board, any committee chairperson or the independent directors as a group by writing to the Genius Board or committee chairperson in care of Genius Sports Limited, 1 st Floor, 27 Soho Square, London, W1D 3QR, England. D.
Burns’ qualifications to serve on Genius’s board of directors include his significant experience in the gambling and gaming industries and his prior experience as a member of the Board of Directors of Genius Sports Group limited. Mr. Burns is a non-executive director of BOTB PLC, a small AIM listed company.
Burns’ qualifications to serve on Genius’s Board of Directors include his significant experience in the gambling and gaming industries and his prior experience as a member of the Board of Directors of Genius Sports Group Limited.
Kay as committee chair and the identified financial expert by SEC rules, Ms. Bradley and Mr. de Masi. The Audit Committee is fully independent All members of the Committee, during the 2022 year and currently, are deemed to have the requisite financial literacy, as provided by the NYSE, to sit on the Committee. Mr. Kay, Mr.
All members of the Committee, during the 2023 year and currently, are deemed to have the requisite financial literacy, as provided by the NYSE, to sit on the Committee. Mr. Kay, Mr. de Masi and Ms.
At each annual meeting of its shareholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows: • the Class I directors were Harry You, Daniel Burns and Kimberly Bradley, the Class I directors will now include Kenneth Kay in place of Harry You who has retired from the Board effective as of the 2021 Annual General Meeting (December 19, 2022); The term of the Class I directors completed as of the 2021 Annual General Meeting.
At each annual meeting of its shareholders, a class of directors will be elected for a three-year term to succeed the same class whose term is then expiring, as follows: • the Class I directors are Kenneth Kay, Daniel Burns and Kimberly Bradley; the initial term of the Class I directors completed as of the 2022 Annual General Meeting held on December 19, 2022.
Bradley stood for election as of that meeting and were re-elected in accordance with the provisions of the Company’s Governing Documents. • The Class II directors are Niccolo de Masi, Albert Costa Centena and David Levy; and The term of the Class II directors will end as of the 2022 Annual General Meeting, • the Class III directors are Gabrielle Cipparrone, Mark Locke and Roxana Mirica.
David Levy stood for election as of that meeting and was re-elected in accordance with the provisions of the Company’s Governing Documents; • the Class III directors are Gabrielle Cipparrone, and Mark Locke; the initial term of Class III directors will end as of the 2024 Annual General Meeting.
Directors and Executive Officers The following are the directors of the board and executive officers of Genius (as of the date of this filing): Name Age Position Mark Locke 43 Director and Chief Executive Officer David Levy 60 Director and Chair of the Board Albert Costa Centena 38 Director Gabriele Cipparrone 47 Director and Chair of the Nominating and Governance Committee Kimberly Bradley 54 Director and Chair of the Compensation Committee Daniel Burns 52 Director Kenneth J.
Directors and Executive Officers The following are the directors of the board and executive officers of Genius (as of the date of this filing): Name Age Position Mark Locke 44 Director and Chief Executive Officer David Levy 61 Director and Chair of the Board Kimberly Bradley 55 Director and Chair of the Audit Committee Daniel Burns 53 Director Gabriele Cipparrone 48 Director and Chair of the Nominating and Corporate Governance Committee Kenneth J.
During his time at UBS, Michael covered a range of industry sectors with a particular emphasis on healthcare, media & gaming. Michael was the youngest-ever Director of UBS in Australia, heading a team of analysts covering Australian-listed companies outside the S&P/ASX 100. Michael joined Caledonia in 2006 and has since been responsible for some of Caledonia’s most successful investments.
Messara was the youngest-ever Director of UBS in Australia, heading a team of analysts covering Australian-listed companies outside the S&P/ASX 100. Mr. Messara joined Caledonia in 2006 and has since been responsible for some of Caledonia’s most successful investments.
Compensation of Genius’s Directors The amount of compensation paid, and benefits in kind granted, to Genius’s Directors for the year ended December 31, 2022 was $565,000, comprised of $165,000 cash based compensation and $400,000 share based compensation.
Compensation of Genius’s Directors The amount of compensation paid, and benefits in kind granted, to Genius’s Directors for the year ended December 31, 2023 was $802,300, comprised of $228,096 cash based compensation and $574,204 share based compensation.
Compensation Committee Interlocks and Insider Participation None of Genius’s officers currently serves, and in the past year has not served, (i) as a member of the compensation committee or the board of directors of another entity, one of whose officers served on Genius’s compensation committee, or (ii) as a member of the compensation committee of another entity, one of whose officers served on the Genius Board.
In both cases, the independence of the advisor was considered against factors specified by the NYSE and SEC and deemed both to be independent. 76 Table of Contents Compensation Committee Interlocks and Insider Participation None of Genius’s officers currently serves, and in the past year has not served, (i) as a member of the Compensation Committee or the Board of Directors of another entity, one of whose officers served on Genius’s Compensation Committee, or (ii) as a member of the Compensation Committee of another entity, one of whose officers served on the Genius Board.
Mr. Locke is a member of Genius’s Board of Directors since April 2021, and a member of the Board of Directors of Genius Sports Group Limited since July 2015. Mr. Locke first launched BetGenius in 2000, which is now a Genius Sports Group company, and created Genius Sports Group in 2015. Mr.
Locke first launched BetGenius in 2000, which is now a Genius Sports Group company, and created Genius Sports Group in 2015. Mr.
Daniel Burns is the founder, and Genius, Mr. Burns received retainer fees of $224,902, plus VAT, for his services rendered during the fiscal year ended December 31, 2022.
In addition, pursuant to a consulting agreement between Carbon Group Limited, of which Mr. Daniel Burns is the founder, and Genius, Mr. Burns received retainer fees of $223,902, plus VAT, for his services rendered during the fiscal year ended December 31, 2023.
In 2022, Genius issued Awards in the form of restricted stock units, which are subject to time vesting, and performance stock units, which are subject to performance vesting conditions (with performance vesting generally based upon achievement of per-share fair market value thresholds, as well as revenue and EBITDA thresholds). C.
In 2023, Genius issued Awards in the form of restricted stock units, which are subject to time vesting, and performance stock units, which are subject to performance vesting conditions (with performance vesting generally based upon achievement of revenue and EBITDA thresholds). C. Board Practices The Genius Board is divided into three staggered classes of directors.
Executive Officer and Director Compensation Genius’s compensation committee is responsible for making all determinations with respect to our executive compensation programs and the compensation of our officers and executive management.
(2) RSUs and PSUs are not treated as outstanding shares until they are settled in accordance with their terms. Executive Officer and Director Compensation Genius’s compensation committee is responsible for making all determinations with respect to our executive compensation programs and the compensation of our officers and executive management.
Kay 67 Director and Chair of the Audit Committee Niccolo de Masi 42 Director Roxana Mirica 37 Director Michael Messara 39 Board Observer Steven Burton 51 Chief Partnerships Officer Jack Davison 46 Chief Commercial Officer Tom Russell 43 Chief Legal Officer Campbell Stephenson 47 Chief Information Officer – employment ends January 2024 Eric Stevens 46 Chief Operating Officer Nicholas Taylor 48 Chief Financial Officer 62 Table of Contents Directors Mark Locke is the Co-Founder and Chief Executive Officer of Genius.
Kay 68 Director and Chair of the Compensation Committee Michael Messara 40 Board Observer Steven Burton 52 Chief Partnerships Officer Jack Davison 47 Chief Commercial Officer Tom Russell 44 Chief Legal Officer Eric Stevens 47 Chief Operating Officer Nicholas Taylor 49 Chief Financial Officer 69 Table of Contents Directors Mark Locke is the Co-Founder and Chief Executive Officer of Genius.
All Executive (U.S. dollars) (1) Officers (USD) Base compensation (2) $ 2,533,150 Bonuses (3) $ 1,207,289 Additional benefit payments (4) $ 28,824 Share-Based Awards (5) $ 6,625,821 Total compensation $ 10,395,084 (1) Amounts payable in pound sterling have been converted into U.S. dollars using the calendar year 2022 annual exchange rate of £1.00 to USD$1.249458.
All Executive (US dollars) (1) Officers (USD) Base compensation (2) $ 3,024,877 Bonuses (3) $ 1,425,733, Additional benefit payments (4) $ 29,742 Share-Based Awards (5) $ 30,729,190 Total compensation $ 35,209,542 (1) Amounts payable in pound sterling have been converted into US dollars using the calendar year 2023 annual exchange rate of £1.00 to USD$1.2439.
Messara’s rights as an observer are limited by the Board Observer Policy agreed by the Board and provided on the Company’s website. A Board Observer does not have the right to vote on matters put before the Board. Audit Committee Genius has established an audit committee of the board of directors, comprised of Mr. Kay (as chair) Ms.
A Board Observer does not have the right to vote on matters put before the Board. 74 Table of Contents Audit Committee Genius has established an Audit Committee of the Board of Directors, comprised of Ms. Bradley (as Chair), and Mr. Kay. Ms. Bradley was appointed as Chair on December 12, 2023 and has been a member since July, 2021.
He is also a member of the Board of Summit Hotel Properties, Inc. (NYSE: INN) since July 2014 and serves as chair of the Compensation Committee. Mr. Kay is a Managing Director of Raven LLC, an investment and advisory services firm located in Las Vegas, Nevada, a position he has held since co-founding the firm in 2012.
He is also a member of the Board of Summit Hotel Properties, Inc. (NYSE: INN) since July 2014 and serves as chair of the Compensation Committee. Mr. Kay is Managing Partner of Kay Investments, a privately-held real estate investment firm. From 2015 until 2022, Mr.
The term of Class III directors will end as of the 2023 Annual General Meeting. The initial term of the Class I directors expired immediately following Genius’s 2021 annual general meeting of shareholders at which directors are elected.
The initial term of the Class II directors expired immediately following Genius’s 2023 annual general meeting of shareholders held on December 6, 2023. The initial term of the Class III directors shall expire immediately following Genius’s 2024 annual general meeting of shareholders at which directors are elected at a date to be determined.
The nominating and corporate governance committee will not distinguish among nominees recommended by shareholders and other persons. 68 Table of Contents Compensation Committee Genius has established a compensation committee comprised of Kimberly Bradley as its Chair, David Levy and Gabriele Cipperone. All three members of the committee are independent under the applicable rules of the SEC and the NYSE.
The Nominating and Corporate Governance Committee will not distinguish among nominees recommended by shareholders and other persons. Compensation Committee Genius has established a Compensation Committee comprised of Mr. Kay as Chair, and Mr. Levy. Mr. Kay was appointed as Chair of the Committee on December 12, 2023. Prior to this Ms.
Bradley, and Mr. de Masi. Mr. You was appointed as chair until his resignation from the Board on December 19, 2021. Mr. de Masi joined the Committee on March 26, 2022 upon Mr. Costa Centena stepping down. As of the time of this publication, the Committee consists of Mr.
Mr. Kay has been a member of the Committee since March 8, 2023, and served as Chair until December 11, 2023. Prior to this, Mr. You was appointed as Chair from April 20, 2021 until his resignation from the Board on December 19, 2022.
Board Observer Michael Messara was appointed as an observer of the Board in February 2023.Michael Messara is the Co-Chief Investment Officer at Caledonia (Private) Investments Pty Limited. Michael started his career in 2001 as an equity research analyst at UBS AG in Sydney.
Kay’s qualifications to serve on our Board of Directors includes his extensive leadership positions in the gaming and hospitality sectors, his financial acumen and corporate expertise. 70 Table of Contents Board Observer Michael Messara was appointed as an observer of the Board of Directors in February 2023. Michael Messara is the Co-Chief Investment Officer at Caledonia (Private) Investments Pty Limited.
You (retired from Board December 2022), Mr. de Massi, Mr. Cipperone, Mr. Costa and Ms. Mirica. Board observers do not receive any compensation or right to compensation. Executive directors are subject to the Company’s executive compensation policies which are separate from director compensation. In addition, pursuant to a consulting agreement between Carbon Group Limited, of which Mr.
While all non-executive directors are entitled to receive director compensation, some directors have elected not to accept such compensation in the 2023 year, such as Mr. Cipparone. Board observers do not receive any compensation or right to compensation. Executive directors are subject to the Company’s executive compensation policies, which are separate from director compensation.
Albert Costa Centena is a member of Genius’s board of directors and has served as a member of the Board of Directors of Genius Sports Group Limited since July 2018. Mr. Costa Centena is a Principal at Apax Partners LLP, which he joined in 2010.
Executive Committee – Officers Mark Locke is the Co-Founder and Chief Executive Officer of Genius. Mr. Locke is a member of Genius’s Board of Directors since April 2021, and a member of the Board of Directors of Genius Sports Group Limited since July 2015. Mr.
Removed
For many years he worked in the Internet/Consumer and Tech & Telecommunications Apax Private Equity teams; he currently co-leads Apax Credit. Mr. Costa Centena started his career in the investment banking division of Morgan Stanley in the Energy & Utilities and the Media & Telecom teams and then worked at The Blackstone Group in private equity. Mr.
Added
Bradley was appointed to the Board of Directors in July 2021. Ms. Bradley also serves as an Advisor to EQT Group, a global investment organisation, since August 2023, and Advisor to CoachList, an online marketplace for the fitness community, since February 2024. Ms.
Removed
Costa Centena’s prior equity deal experience includes Lutech, Genius Sports Group, Baltic Classifieds Group, idealista, Neuraxpharm and Takko Fashion. Mr. Costa Centena received his M.B.A. from the Wharton Business School and his B.B.A. in finance from ESADE Business School. Mr.
Added
Mr. Messara started his career in 2001 as an equity research analyst at UBS AG in Sydney, Australia. During his time at UBS, he covered a range of industry sectors with a particular emphasis on healthcare, media & gaming. Mr.
Removed
Costa Centena’s qualifications to serve on Genius’s board of directors include his extensive and varied deal experience in the technology sector and his prior experience as a member of the Board of Directors of Genius Sports Group Limited.
Added
Unrestricted Ordinary Shares (1) Restricted Ordinary Shares Total Ordinary Shares Total Outstanding Options Total Unvested RSUs/PSUs (2) % of Total Outstanding Shares Executive Officers (6 persons) 23,468,515 2,354,589 25,823,104 17,465 8,869,231 12.2 % (1) Excludes 385,650 RSUs due to vest within 60 days of December 31, 2023.
Removed
Kay’s qualifications to serve on our board of directors includes his extensive leadership positions in the gaming and hospitality sectors, his financial acumen and corporate expertise. Roxana Mirica is a member of Genius’s board of directors. Ms. Mirica is a Partner and head of Capital Markets in Europe of Apax, having joined the firm in 2017.
Added
Mr. Burns and Ms. Bradley stood for election as of that meeting and were re-elected in accordance with the provisions of the Company’s Governing Documents; • the Class II director is David Levy; the initial term of the Class II directors completed as of the 2023 Annual General Meeting (held on December 6, 2023).
Removed
She is responsible for leading acquisition financing and ongoing debt and equity capital markets transactions for Apax’s portfolio companies. Prior to joining Apax, Ms. Mirica was employed by Barclays plc for nine years, most recently as Director in Leveraged Finance. Ms. Mirica holds a Bachelor of Arts in Economics and Chemistry, cum laude, from Dartmouth College. Ms.
Added
Niccolo de Masi and Albert Costa retired from the Board as of that meeting.
Removed
Mirica’s qualifications to serve on Genius’s board of directors include her significant transactional experience in the financing sector and her track record of success in financing transactions. 63 Table of Contents Niccolo de Masi is a member of Genius’s board of directors. Mr. de Masi is Chief Executive Officer and a director of dMY VI.
Added
Roxana Mirica retired from the Board as of the 2023 Annual General Meeting (held on December 6, 2023). The initial term of the Class I directors expired immediately following Genius’s 2022 annual general meeting of shareholders held on December 19, 2022.
Removed
Mr. de Masi is also a director of IonQ, Inc. (NYSE: IONQ), Planet Labs PBC (NYSE: PL) (“Planet Labs”), and Rush Street Interactive, Inc. (NYSE: RSI).
Added
The Board has appointed an observer, Michael Messara in February 2023. Mr. Messara’s rights as an observer are limited by the Board Observer Policy agreed by the Board and provided on the Company’s website.
Removed
Mr. de Masi is also the non-executive chairman of June UK Topco Jersey Limited, of which Jagex Limited is a wholly-owned indirect subsidiary and Director of dMY Squared which is a special purpose acquisition company. Mr. de Masi was a member of the board of directors of Glu Mobile, Inc.
Added
A new director will be hired in early 2024 to fill the seat vacated by Mr. de Masi on December 6, 2023. As of the time of this publication, the Committee consists of Ms. Bradley as committee chair and the identified financial expert by SEC rules, and Mr. Kay. The Audit Committee is fully independent.
Removed
(Nasdaq: GLUU) (“Glu”), from January 2010 to April 2021, and served as chairman from December 2014 to April 2021, as interim chairman from July 2014 to December 2014 and as president and chief executive officer from January 2010 to November 2016. Mr. de Masi was the chief innovation officer at Resideo Technologies, Inc.
Added
Bradley served as Chair from July 18, 2022 until December 12, 2023, and Mr. Cipparrone was a member from April 20, 2021 until December 12, 2023. Both Mr. Kay and Mr. Levy are independent under the applicable rules of the SEC and the NYSE.
Removed
(NYSE: REZI) from February 2019 to March 2020, a member of its board of directors from October 2018 until January 2020, and was president of products and solutions from February 2019 until January 2020. Mr. de Masi served as the president of Essential from November 2016 to October 2018.
Removed
Mr. de Masi served on the board of directors of Xura and its audit committee from November 2015 until August 2016. From 2008 to 2009, Mr. de Masi led Hands-On Mobile as its chief executive officer. From 2004 to 2007, Mr. de Masi was the chief executive officer of Monstermob.
Removed
Mr. de Masi serves on the Leadership Council of the UCLA Grand Challenges. Mr. de Masi received his B.A. and MSci. degrees in physics from Cambridge University.
Removed
Mr. de Masi’s qualifications to serve on our board of directors include his extensive leadership experience in public technology companies, his track record in our target industries and his network of contacts in the technology sector.
Removed
Campbell Stephenson has served as the Chief Information Officer of Genius Sports Group since January 2020 and prior thereto served in various other roles, including as Group Chief Technology Officer from August 2017 to December 2019 and Chief Technology Officer, Genius Sports Services from May 2016 to July 2017. Prior to joining Genius Sports Group, Mr.
Removed
Stephenson served in roles as the Development Director, Development Manager and Senior Developer at BetGenius, which he joined in December 2009 and which is now a Genius Sports Group company. Mr. Stephenson started his career as a consultant in the software and development industry. Mr. Stephenson’s employment with Genius will end in January 2024.
Removed
The amount of compensation paid, and benefits in kind granted, to Genius’s Directors for the year ended December 31, 2021 was $910,000, comprised of $160,000 cash based compensation and $750,000 share based compensation. All non-executive directors are subject to a director compensation policy which applies a uniform amount of cash compensation and Company equity on an annual basis.
Removed
Unrestricted Ordinary Shares Restricted Ordinary Shares Total Ordinary Shares Total Outstanding Options Total Unvested RSUs/PSUs % of Total Outstanding Shares Executive Officers (7 persons) 25,800,256 3,043,010 28,843,266 47,593 1,781,762 * 14.0 % * RSUs and PSUs are not treated as outstanding shares until they are settled in accordance with their terms.
Removed
Board Practices The Genius Board is divided into three staggered classes of directors.
Removed
The initial term of the Class II directors shall expire immediately following Genius’s 2022 annual general meeting of shareholders at which directors were elected. The initial term of the Class III directors shall expire immediately following Genius’s 2023 annual general meeting of shareholders at which directors are elected. The Board has appointed an observer, Michael Messara in February 2023. Mr.
Removed
Costa Centena is independent for Board purposes. Under the NYSE phase-in rules for new public companies, Genius was required to have a fully independent audit committee within one year of the effective date of its registration statement in relation to the Listing. At this time, Mr. Costa stepped down from the Committee and Mr. de Masi was appointed.
Removed
In both cases, the independence of the advisor was considered against factors specified by the NYSE and SEC and deemed both to be independent.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

15 edited+5 added−21 removed17 unchanged
Biggest changeBeneficial Owner Number of Genius Shares Approximate Percentage of Outstanding Shares (incl. mgt restricted and excluding treasury shares)* Directors and executive officers Mark Locke (1) (2) 20,354,480 9.4% David Levy (1) (9) 61,495 * * Albert Costa Centena (1) — — Gabriele Cipparrone (1) — — Roxana Mirica (1) — — Niccolo de Masi (3) (4) 2,400,000 1.1% Kenneth Kay (1) — — Daniel Burns (1) (5) (10) 88,844 * * Kimberly Bradley (1) 5,747 * * Nicholas Taylor (1) 1,610,846 * * Steven Burton (1) 1,434,096 * * Jack Davison (1) 1,542,891 * * Campbell Stephenson (1) 1,934,199 * * Tom Russell (1) 800,456 * * Eric Stevens (1) 22,405 * * All directors and executive officers as a group (15 persons) 30,255,459 14.0% Other 5% shareholders Maven TopHoldings SARL (6) 60,212,336 27.9% Funds and Accounts Managed by Caledonia (7) 18,559,335 8.6% NFL Enterprises, LLC (8) 15,500,000 7.2% * Excludes approximately 386,000 shares to be issued shortly after filing this Annual Report in connection with the Photospire Limited Share Purchase Agreement, dated as of August 16, 2021. ** Less than 1% (1) The business address of this shareholder is 10 Bloomsbury Way, London, WC1A 2SL, United Kingdom.
Biggest changeBeneficial Owner Number of Genius Shares Approximate Percentage of Outstanding Shares (incl. mgt restricted and excluding options and treasury shares) Directors and executive officers Mark Locke (1) (2) 19,000,338 8.9% David Levy (1) (3) 113,175 ** Gabriele Cipparrone (1) — — Kenneth Kay (1) 18,868 ** Daniel Burns (1) (4) 114,684 ** Kimberly Bradley (1) 45,587 ** Nicholas Taylor (1) 1,705,149 ** Steven Burton (1) 1,455,639 ** Jack Davison (1) 1,572,424 ** Tom Russell (1) 823,709 ** Eric Stevens (1) 4,966 ** All directors and executive officers as a group (11 persons) 24,854,539 11.6% Other 5% shareholders Maven TopHoldings SARL (5) 31,325,956 15.0% Funds and Accounts Managed by Caledonia (6) 20,526,210 9.8% NFL Enterprises, LLC (7) 18,500,000 8.6% Granahan Investment Management, LLC (8) 13,578,412 6.3% ** Less than 1% (1) The business address of this shareholder is 1 st Floor, 27 Soho Square, London, W1D 3QR, United Kingdom.
Limited or any individual member of the board of directors of Apax IX GP Co. Limited is is the beneficial owner of any securities covered by such statements and (e) the address of the principal business office of the foregoing persons is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey, GY5 7FS.
Limited or any individual member of the board of directors of Apax IX GP Co. Limited is the beneficial owner of any securities covered by such statements and (e) the address of the principal business office of the foregoing persons is Third Floor, Royal Bank Place, 1 Glategny Esplanade, St Peter Port, Guernsey, GY5 7FS.
The Genius ordinary shares issued in connection with the Subscription Agreements and the transactions contemplated thereby are not registered under the Securities Act and were issued in reliance upon the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. 72 Table of Contents Indemnification Under Articles of Incorporation; Indemnification Agreements Our governing documents provide that we will indemnify our directors and officers to the fullest extent permitted by Guernsey law.
The Genius ordinary shares issued in connection with the Subscription Agreements and the transactions contemplated thereby are not registered under the Securities Act and were issued in reliance upon the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering. 80 Table of Contents Indemnification Under Articles of Incorporation; Indemnification Agreements Our governing documents provide that we will indemnify our directors and officers to the fullest extent permitted by Guernsey law.
We also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Guernsey law. C. Interests of Experts and Counsel. Not applicable. 73 Table of Contents
We also entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under Guernsey law. C. Interests of Experts and Counsel. Not applicable. 81 Table of Contents
Investor Rights Agreement At the Closing, dMY, the Founders, Maven TopHoldings SARL (“Maven”), certain shareholders who are officers and employees of TopCo, MidCo, Genius, Merger Sub and/or direct and indirect subsidiaries of TopCo (“Management”), certain other existing shareholders of TopCo (the “Co-Investors” and, together with Maven and Management, the “Sellers”) and Genius entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) dMY and the Founders agreed to terminate the Registration Rights Agreement, dated as of August 13, 2020, entered into in connection with the DMY IPO; (ii) Genius provided certain registration rights for the Genius ordinary shares and warrants held by the parties to the Investor Rights Agreement; (iii) the Sponsor is entitled to designate two directors of Genius, the Sellers are entitled to designate six directors of Genius, and the Chief Executive Officer of Genius is appointed as a director of Genius; and (iv) Management, the Founders, Maven and the Co-Investors agreed not to transfer, sell, assign or otherwise dispose of the Genius ordinary shares held by such person as of the Closing Date for 12 months following the Closing (with respect to Management and the Founders) and 6 months following the Closing (with respect to Maven and the Co-Investors), in each case, subject to certain exceptions and as more fully described in the Investor Rights Agreement.
These agreements include: Investor Rights Agreement At the Closing, dMY, the Founders, Maven TopHoldings SARL (“Maven”), certain shareholders who are officers and employees of TopCo, MidCo, Genius, Merger Sub and/or direct and indirect subsidiaries of TopCo (“Management”), certain other existing shareholders of TopCo (the “Co-Investors” and, together with Maven and Management, the “Sellers”) and Genius entered into an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, (i) dMY and the Founders agreed to terminate the Registration Rights Agreement, dated as of August 13, 2020, entered into in connection with the DMY IPO; (ii) Genius provided certain registration rights for the Genius ordinary shares and warrants held by the parties to the Investor Rights Agreement; (iii) at the time of the Closing, the Sponsor was entitled to designate two directors of Genius, and the Sellers were entitled to designate six directors of Genius, and the Chief Executive Officer of Genius is appointed as a director of Genius subject to the Seller’s maintaining certain ownership thresholds provided for in the Amended and Restated Investor Rights Agreement; and (iv) Management, the Founders, Maven and the Co-Investors agreed not to transfer, sell, assign or otherwise dispose of the Genius ordinary shares held by such person as of the Closing Date for 12 months following the Closing (with respect to Management and the Founders) and 6 months following the Closing (with respect to Maven and the Co-Investors), in each case, subject to certain exceptions and as more fully described in the Investor Rights Agreement.
(8) NFL Enterprises, LLC (“NFL Enterprises”) currently holds 15,500,000 vested NFL Warrants of the Company that are exercisable within sixty (60) days of December 31, 2021. Each NFL Warrant entitles NFL Enterprises to purchase from the Company one ordinary share of the Company.
(7) NFL Enterprises, LLC (“NFL Enterprises”) currently holds 18,500,000 vested NFL Warrants of the Company that are exercisable within sixty (60) days of December 31, 2021. Each NFL Warrant entitles NFL Enterprises to purchase from the Company one ordinary share of the Company.
(7) Based solely on the Schedule 13G filed by Caledonia (Private) Investments Pty Limited on February 14, 2023, (a) Caledonia (Private) Investments Pty Limited has the sole voting power and sole dispositive power with respect to 18,477,075 Genius ordinary shares and (b) the address of the principal business office of Caledonia (Private) Investments Pty Limited is Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia.
(6) Based solely on the Schedule 13G filed by Caledonia (Private) Investments Pty Limited on February 14, 2024, (a) Caledonia (Private) Investments Pty Limited has the sole voting power and sole dispositive power with respect to 20,526,210 Genius ordinary shares and (b) the address of the principal business office of Caledonia (Private) Investments Pty Limited is Level 10, 131 Macquarie Street, Sydney, NSW, 2000, Australia.
Major Shareholders The following table sets forth information regarding the beneficial ownership of Genius Sports Limited as of December 31, 2022 by: • each beneficial owner of more than 5% of the outstanding Genius ordinary shares; • each executive officer or a director of Genius; and • all of Genius’ executive officers and directors as a group.
Major Shareholders The following table sets forth information regarding the beneficial ownership of Genius Sports Limited as of March 11 2024, except as otherwise indicated, by: • each beneficial owner of more than 5% of the outstanding Genius ordinary shares; • each executive officer or a director of Genius; and • all of Genius’ executive officers and directors as a group.
We estimate that as of December 31, 2022, approximately 60% of our outstanding ordinary shares are held by 50 U.S. record holders and 100% of our B Shares are held by 1 U.S. record holder.
We estimate that as of December 31, 2023, approximately 60% of our outstanding ordinary shares are held by 155 US record holders and 100% of our B Shares are held by 1 US record holder.
Limited has the sole voting power and sole dispositive power with respect to 60,212,336 Genius ordinary shares, (b) Maven TopHoldings SARL is the record holder of the reported Genius ordinary shares, (c) Apax IX GP Co.
Limited on February 12, 2024, (a) each of Maven TopHoldings SARL and Apax IX GP Co. Limited has the sole voting power and sole dispositive power with respect to 31,325,956 Genius ordinary shares, (b) Maven TopHoldings SARL is the record holder of the reported Genius ordinary shares, (c) Apax IX GP Co.
Daniel Burns has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. (6) Based solely on the Schedule 13G filed by Apax IX GP Co. Limited on February 14, 2022, (a) each of Maven TopHoldings SARL and Apax IX GP Co.
Includes 7,480 Genius ordinary shares directly held by Carbon Group Ltd. Mr. Burns has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. (5) Based solely on the Schedule 13G filed by Apax IX GP Co.
Each Genius ordinary share will entitle the holder to one vote. The beneficial ownership of Genius is based on 215,964,762 * Genius ordinary shares issued and outstanding as of March 29, 2023, including 3,327,053 Restricted Shares, 357,945 shares related to outstanding options and 4,105,949 ordinary shares held as treasury shares by a subsidiary of the Company.
Each Genius ordinary share will entitle the holder to one vote. 77 Table of Contents The beneficial ownership of Genius is based on 213,906,276 Genius ordinary shares issued and outstanding as of March 11, 2024, including 2,943,825 Restricted Shares and 39,583 exercisable options, but excluding 4,105,948 ordinary shares held as treasury shares by a subsidiary of the Company.
In the second quarter of fiscal year 2022 the bank guarantee was replaced with an account charge of equal value. CFL Ventures The Company recognized revenue of $0.3 million for the year ended December 31, 2022 from CFL Ventures, in which the Company has a minority interest.
Related Party Transactions CFL Ventures The Company recognized revenue of $0.7 million for the year ended December 31, 2023 from CFL Ventures, in which the Company has a minority interest.
The business address of NFL Enterprises and NFL Ventures, L.P. is 345 Park Avenue, New York, NY 10154. (9) Excludes 8,333 Restricted Ordinary Shares and 51,680 Restricted Stock Units that are due to vest within 60 days.
The business address of NFL Enterprises and NFL Ventures, L.P. is 345 Park Avenue, New York, NY 10154.
In addition to the success fee, Oakvale was entitled to receive reimbursement of out of pocket expenses subject to a cap of £10,000. 71 Table of Contents Post-Listing Arrangements In connection with the Listing, certain affiliate agreements were entered into pursuant to the Business Combination Agreement.
Carbon Group The Company made a payment of $0.2 million to Carbon Group Limited in respect to consultancy services provided by a director and shareholder of the Company for the year ended December 31, 2023. 79 Table of Contents Post-Listing Arrangements In connection with the Listing, certain affiliate agreements were entered into pursuant to the Business Combination Agreement.
Removed
(2) A portion of Mr. Locke’s shares are pledged to a lender to secure obligations under a loan that represents less than 10% of the value of his shares reported on the date hereof. (3) The business address of this shareholder is 1180 North Town Center Drive, Suite 100 Las Vegas, Nevada 89144.
Added
(2) A portion of Mr. Locke’s shares are pledged to a lender to secure obligations under a loan. (3) Excludes 45,147 Restricted Stock Units that are due to vest within 60 days of the date of this filing. (4) Excludes 22,573 Restricted Stock Units that are due to vest within 60 days of the date of this filing.
Removed
(4) Isalea Investments LP is the record holder of the shares reported herein. Niccolo de Masi has the ultimate voting and dispositive power with respect to the shares, and accordingly, may be deemed the beneficial owner of such securities. (5) Includes 7,480 Genius ordinary shares directly held by Carbon Group Ltd.
Added
(8) Based solely on the Schedule 13G filed by Granahan Investment Management, LLC on February 14, 2024, (a) Granahan Investment Management, LLC has the sole voting power and sole dispositive power with respect to 13,578,412 Genius ordinary shares and (b) the address of the principal business office of Granahan Investment Management, LLC is Wyman Street, Suite 460, Waltham, MA 02451. 78 Table of Contents Holders As of December 31, 2023, we had approximately 290 shareholders of record of our ordinary shares and 1 shareholder of record of our B Shares.
Removed
(10) Excludes 25,840 Restricted Stock Units that are due to vest within 60 days. 70 Table of Contents Holders As of December 31, 2022, we had approximately 193 shareholders of record of our ordinary shares and 1 shareholder of record of our B Shares.
Added
Second Amendment to the Amended and Restated Investor Rights Agreement On September 14, 2023, Genius, Mark Locke, Maven TopHoldings SARL and dMY entered into an amendment to the Amended and Restated Investor Rights Agreement (the “Second Amendment to the Amended and Restated Investor Rights Agreement” or “Second Amendment”) pursuant to which the parties agreed to (i) upon commencement of the first Underwritten Shelf Takedown (as defined in the Amended and Restated Investor Rights Agreement) following the date of the Second Amendment, amend the percentage of ordinary shares held by Mr.
Removed
Related Party Transactions Commitment Letter Certain investment funds affiliated with Apax have previously provided the Company with a commitment letter in support of 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 up to £30,000,000 (approximately $40.6 million as of December 31, 2021), upon the occurrence of certain events.
Added
Locke, Genius’ Chief Executive Officer and a Director, that he may transfer by way of a pledge or other security interest (but not a sale of such shares) from 40% to 60% of the Registrable Securities (as defined in the Amended and Restated Investor Rights Agreement) held by him and (ii) upon the closing of the first Underwritten Shelf Takedown following the date of the Second Amendment, release the restriction in the Amended and Restated Investor Rights Agreement that limits the percentage of ordinary shares held by Mr.
Removed
Locke Loan Agreement On September 7, 2018, Mark Locke, the Chief Executive Officer of Genius Sports Group, entered into a Loan Agreement (the “Locke Loan”) with Maven Bidco Limited, a Genius Sports Group company and indirect subsidiary of Genius following the Business Combination, pursuant to which Mr.
Added
Locke that he may transfer by way of a pledge or other security interest (but not a release of the restrictions with respect to sales of such shares).
Removed
Locke borrowed an aggregate principal amount of £3,211,470 (approximately $4.1 million) from Maven Bidco Limited with interest at 2.5% per annum. All outstanding amounts under such loan agreement were repaid or otherwise discharged prior to or upon consummation of the Business Combination.
Removed
Loan Notes On September 7, 2018, MidCo issued £43,549,144 (approximately $56.2 million) aggregate principal amount of unsecured investor loan notes with interest at 10% per annum (the “Investor Loan Notes”) pursuant to a loan note instrument dated the same (the “Investor Loan Note Instrument”).
Removed
On the same date, Midco issued £4,010,334 (approximately $5.2 million) aggregate principal amount of unsecured manager loan notes with interest at 10% per annum (the “Manager Loan Notes” and together with the Investor Loan Notes, the “Loan Notes”) pursuant to a loan note instrument dated the same (the “Manager Loan Note Instrument”).
Removed
During September 2019 and November 2019, supplemental deeds to the Investor Loan Note Instrument and the Manager Loan Note Instrument were entered into by MidCo, providing for the issuance of additional Investor Loan Notes with an aggregate principle amount of £985,044 and additional Manager Loan Notes with an aggregate principal amount of £106,590.
Removed
The Investor Loan Notes and Manager Loan Notes were issued to certain indirect shareholders of MidCo, including certain investment funds affiliated with Apax Funds and certain directors and officers of TopCo, or such shareholders’ affiliates. As of March 31, 2021, there was $85 million outstanding under the Investor Loan Notes.
Removed
All outstanding amounts under the Loan Notes were repaid or otherwise discharged prior to or upon the Closing.
Removed
Related Party Loan On December 8, 2020, certain investment funds affiliated with Apax Funds entered into a loan agreement with a subsidiary of Genius (the “Related Party Loan”) for an aggregate amount of $10.0 million in order to fund cash consideration payable with respect to acquisition of business, properties or assets, as well as to fund general corporate expenses, including working capital.
Removed
The Related Party Loan carries an interest rate of 4.00% per annum, with principal and interest payable in full on maturity. The Related Party Loan matures the earlier of (i) May 30, 2021 or (ii) upon successful consummation of the dMY Technology Group, Inc. II merger. The entire loan balance is included in current debt in the consolidated balance sheets.
Removed
As of March 31, 2021, there was $10.4 million outstanding under the Related Party loan. All outstanding amounts under the Related Party Loan were repaid or otherwise discharged prior to or upon the Closing.
Removed
Oakvale Engagement Letter Topco, a Genius Sports Group company and subsidiary of Genius, has entered into an engagement letter with Oakvale, of which Daniel Burns is the founder and managing partner, in connection with Oakvale’s services relating to the Business Combination.
Removed
Upon completion of the Business Combination, Oakvale received a success fee calculated based on the enterprise value of the Genius Sports group and the total amount of cash proceeds received in connection with the Business Combination (whether through the PIPE Investment or the cash in the trust account at closing of the Business Combination).
Removed
The success fee payable to Oakvale was subject to a minimum payment of $7,000,000 and a maximum payment of $10,000,000. Topco has the option to pay up to 30% of the success fee through shares in Genius.
Removed
These agreements include: Founder Holders Forfeiture Agreement Concurrently with the execution of the Business Combination Agreement, the Founders, Genius and dMY entered into the Founder Holders Forfeiture Agreement, pursuant to which, among other things, the Founders have agreed to forfeit for no consideration up to 1,035,000 shares of dMY’s Class A common stock, par value $0.0001 (the “Class A Shares’) (which Class A Shares are issued immediately prior to the Closing upon the automatic conversion of the Class B Shares held by the Founders), in the aggregate, to the extent that the Minimum Cash (as defined in the Business Combination Agreement) is less than $415,000,000, as more fully described in the Founder Holders Forfeiture Agreement.
Removed
Founder Holders Consent Letter Concurrently with the execution of the Business Combination Agreement, the Founders, Genius and dMY entered into the Founder Holders Consent Letter, pursuant to which, among other things, the Founders have agreed to waive any and all anti-dilution rights described in the Current Charter with respect to Class A Shares held by the Founders (which Class A Shares are issued immediately prior to the Closing upon the automatic conversion of the Class B Shares held by the Founders), as more fully described in the Founder Holders Consent Letter.
Removed
Transaction Support Agreements Concurrently with the execution of the Business Combination Agreement, Genius, TopCo, dMY and the TopCo shareholders party thereto (the “TSA Shareholders”) entered into Transaction Support Agreements (the “TSAs”), pursuant to which, among other things, the TSA Shareholders agreed to vote their outstanding shares of TopCo at any meeting of TopCo’s shareholders in favor of the transactions contemplated by the Business Combination Agreement and provided a power of attorney to Maven to take certain actions in connection with the transactions contemplated by the Business Combination Agreement on behalf of such shareholders.
Removed
The TSAs also set out a summary of the terms on which the holders of Restricted Shares will hold such Restricted Shares, which are set out more fully in the Genius Sports Limited 2021 Restricted Share Plan and the Form of Restricted Share Agreement under the Genius Sports Limited 2021 Restricted Share Plan.

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