UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
June 28, 2023
Commission File Number: 001-41156
SIGNA SPORTS UNITED N.V.
Kantstraße 164, Upper West
10623 Berlin, Federal Republic of Germany
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On June 28, 2023, Signa Sports United N.V. (the “Company”) issued an earnings presentation for the three and six months period ended March 31, 2023 attached hereto as Exhibit 99.1, a press release announcing the second quarter 2023 financial results for SSU NV attached hereto as Exhibit 99.2, and an interim report for the six-months period ended March 31, 2023, attached hereto as Exhibit 99.3.
In addition, On June 26, 2023, the Company received an Equity Commitment Letter by and among SIGNA Holding GmbH and SIGNA Sports United N.V. Such financing commitment provides the Company with the right to issue and sell (put right) additional convertible bonds to SIGNA Holding, at the same terms and conditions as the ‘Initial Convertible Bonds’ issued on October 4, 2022 (refer to form 6-K filed with the SEC on October 6, 2022), and the Additional Convertible Bonds issued on April 20, 2023 and on June 23, 2023, respectively (refer to form 6-K filed with the SEC on April 20, 2023 and on June 27, 2023, respectively), in one or more tranches from October 1, 2023 until and including September 30, 2025 for an aggregate additional principal amount of €150.0 million. The Equity Commitment Letter by and among SIGNA Holding GmbH and SIGNA Sports United N.V. dated June 26, 2023 is attached hereto as Exhibit 4.1.
NO INCORPORATION BY REFERENCE
The information furnished in this Report on Form 6-K, including Exhibits 4.1, 99.1, 99.2, 99.3, and 99.4 attached hereto, shall not be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as otherwise expressly stated in such filing.
EXHIBITS
| | | | | | | | |
| Exhibit Number | | Description |
| |
| 4.1 | | |
| 99.1 | | |
| 99.2 | | |
| 99.3 | | |
| 99.4 | | |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNA SPORTS UNITED N.V.
Date: June 28, 2023 by: /s/ Stephan Zoll
Stephan Zoll
Chief Executive Officer
3
EXECUTION COPY Confidential 422783.08-FRASR01A - MSW SIGNA Holding GmbH To: SIGNA Sports United N.V. Kantstraße 164 Upper West 10623 Berlin (together with any assignee and/or other successor in title, hereinafter “SSU”) 26 June 2023 Equity Commitment Letter II (Patronatserklärung) Dear Sirs, We refer to A. the revolving credit agreements (i) dated 3 May 2022 in the initial amount of EUR 50,000,000 (as amended on 5 February 2023) and (ii) dated 25 July 2022 in the amount of EUR 50,000,000 between SIGNA Sports United N.V. as borrower and SIGNA Holding GmbH (“SIGNA Holding”) as lender; B. the convertible notes in the principal amount of EUR 100,000,000 due 2028 and issued on 4 October 2022 by SSU to SIGNA Holding (the “Existing Convertible Notes”); C. the call option provided by SSU to SIGNA Holding in connection with the issuance of the Existing Convertible Notes for additional newly issued convertible notes in an amount of up to EUR 200 million until 30 September 2023 (the “Initial CN Call Option”); D. the transfer of the Existing Convertible Notes and the Initial CN Call Option from SIGNA Holding to SIGNA European Invest Holding AG, a wholly owned indirect subsidiary of SIGNA Holding (“EIH”); E. the equity commitment letter dated 6 February 2023 between SIGNA Holding and SSU for an amount of EUR 130,000,000 (the “Existing Equity Commitment Letter”) providing SSU with the put option to request SIGNA Holding to subscribe newly issued convertible bonds from SSU and pursuant to which upon full utilization of the Existing Equity Commitment Letter and the issuance of a corresponding number of new DocuSign Envelope ID: D9D94EDF-13E8-43E7-AF13-2CF501FA1D04
2 Confidential 422783.08-FRASR01A - MSW convertible notes, the Initial CN Call Option held by EIH will be reduced to EUR 70 million; F. the convertible bond call option agreement dated 23 May 2023 between SIGNA Holding and SSU providing SIGNA Holding with the call option to request SSU to issue new convertible bonds to SIGNA Holding in an additional amount of EUR 80,000,000 resulting in an aggregate amount of call options (including the remaining amount of EUR 70 million under the Initial CN Call Option) of SIGNA Holding and EIH of EUR 150,000,000 until 30 September 2025 (the “SIGNA Holding Soft Commitment”); and G. the Project Phoenix strategic realignment plan approved by the board of directors of SSU on 28 March 2023 (the “Strategic Realignment Plan”) which provides that additional funding commitments are required for SSU to return to reasonable levels of profitability and positive free cash flow on a consolidated basis after 1 October 2025. 1. Background SIGNA Holding currently indirectly controls 58.1 percent of the shares in SSU (excluding 51,000,000 so-called earnout shares for the purposes of this calculation). SSU has informed SIGNA Holding (i) about the Strategic Realignment Plan and (ii) that SSU will require additional operating cash requirements in order for SSU to achieve a positive free cash flow on a consolidated basis after 1 October, 2025. This equity commitment letter (the “Letter”) is entered into between SIGNA Holding and SSU to cover the referenced funding needs of SSU, and in particular to provide SSU with a going concern perspective and to obtain an audit opinion from KPMG on SSU’s stand-alone financial statements for the 30 September, 2022 fiscal year prior to the upcoming annual general meeting on July 31, 2023. 2. SIGNA Holding Commitment; Drawdown Schedule 2.1 SIGNA Holding hereby undertakes to provide SSU with up to EUR 150,000,000 to meet SSU`s operational and investment related funding requirements (as communicated to SIGNA Holding pursuant to Clause 2.2), in particular to fund SSU`s planned operating cash requirements in order for SSU to achieve a positive free cash flow on a consolidated basis after 1 October 2025. For the avoidance of doubt, funds drawn by SSU under this Letter may not be used by SSU or its affiliates to repay, in whole or in part, any outstanding amounts under the existing EUR 100,000,000 revolving credit facility entered into with LBBW and other lenders. 2.2 The parties shall mutually agree on detailed financing terms substantially on the basis of the financing structure underlying the Existing Equity Commitment Letter, subject to amendments to the terms of the outstanding and newly issued convertible bonds as mutually agreed between SIGNA Holding and SSU. 2.3 SSU shall provide SIGNA Holding with a detailed monthly drawdown schedule in writing for the contemplated financing under this Letter no later than by (i) July 31, 2023 for the month of September 2023 as well as the fiscal year commencing on October 1, 2023 and (ii) July 31, 2024 for the fiscal year commencing on October 1, 2024, in each case specifying the amounts to be drawn, the contemplated use of funds as well as confirmation whether the drawdown is in line with the SSU budget or business plan which was most recently provided to SIGNA Holding at the time. SSU DocuSign Envelope ID: D9D94EDF-13E8-43E7-AF13-2CF501FA1D04
3 Confidential 422783.08-FRASR01A - MSW shall provide SIGNA Holding without undue delay a detailed written explanation of any actual or contemplated budget or business plan overrun potentially resulting in a higher drawdown (as compared to the previously provided drawdown schedule) together with information about specific measures to be taken to achieve a corresponding reduction of future drawdowns. 3. SIGNA Holding Commitment Adjustment The financing commitments provided by SIGNA Holding to SSU in the Existing Equity Commitment Letter and in this Letter shall be reduced (Euro for Euro) by the cash proceeds received by SSU or one of its subsidiaries in connection with a sale of assets or shares for a cash consideration of Euro 10 million or more (individually or in the aggregate). 4. Term and Expiration 4.1 The drawdown of amounts by SSU under the financing contemplated by this Letter shall take place on or after 1 September 2023. 4.2 This Letter and any of SIGNA Holding’s obligations hereunder shall expire on 30 September 2025. 5. Miscellaneous 5.1 All notices to be given or delivered under or in connection with this Letter shall be submitted to the following address: If notices are to be given to SSU: Address: SIGNA Sports United N.V. Kantstraße 164 Upper West 10623 Berlin Attention: Alexander Johnstone / Tilman Wink Email: a.johnstone@signa-sportsunited.com; t.wink@signa-sportsunited.com If notices are to be given to SIGNA Holding: Address: SIGNA Holding GmbH Maria-Theresien-Straße 31 6020 Innsbruck Austria Attention: Marcus Mühlberger / Arthur Airich Email: m.muehlberger@signa.at; a.airich@signa.at SIGNA Holding may change its contact details by giving five (5) business days prior written notice to SSU. 5.2 The original deed of this Letter shall be returned to SIGNA Holding following the expiration of the Letter. DocuSign Envelope ID: D9D94EDF-13E8-43E7-AF13-2CF501FA1D04
4 Confidential 422783.08-FRASR01A - MSW 5.3 This Letter, including this Clause 5.3, may only be amended by written mutual agreement between SIGNA Holding and SSU. 5.4 SIGNA Holding hereby waives receipt of SSU’s notice of acceptance of this Letter. 5.5 The Equity Commitment Letter II entered into on June 12, 2023 is hereby terminated and replaced with this Letter. 5.6 This Letter and the rights and claims resulting therefrom shall be governed by, and construed in accordance with, the laws of the Federal Republic of Germany. The courts of Berlin, Federal Republic of Germany shall have exclusive jurisdiction over any dispute arising under or in connection with this Letter. [signature page to follow] DocuSign Envelope ID: D9D94EDF-13E8-43E7-AF13-2CF501FA1D04
[Signature Page to Equity Commitment Letter II] 422783.08-FRASR01A - MSW Yours sincerely, SIGNA Holding GmbH ________________________________ Name: Marcus Mühlberger Title: Managing Director ACCEPTED AND AGREED SIGNA Sports United N.V. ________________________________ ______________________________ Name: Mike Özkan Name: Stephan Zoll Title: Chairman Title: Chief Executive Office DocuSign Envelope ID: D9D94EDF-13E8-43E7-AF13-2CF501FA1D04
SIGNA SPORTS UNITED 2 This presentation (“Presentation”) is provided by SIGNA Sports United N.V. (the “Company”, and together with its consolidated subsidiaries, the “Group”) for informational purposes only. The information contained herein does not purport to be all-inclusive and neither the Company nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. This Presentation, and other statements that the Group may make, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These forward-looking statements include, but are not limited to, statements regarding: the Group’s intent, belief or current expectations; future events; the estimated or anticipated future results and revenues of the Group; future opportunities for the Group; future planned products and services; business strategy and plans; objectives of management for future operations of the Group; market size and growth opportunities; competitive position, technological and market trends; and other statements that are not historical facts. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “suggests,” “targets,” “projects,” “forecast” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are based on the current expectations, beliefs and assumptions of the Group’s management and on information currently available to management and are not predictions of actual performance or further results. Forward-looking statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors, including, but not limited to, the following, as well as the risk factors discussed in “Item 3. Key Information —D. Risk Factors” in our 20-F filing as of February 7, 2023 and the risk factors discussed in “Operating and Financial Review and Prospects—Risk Factors” of the Unaudited Interim Condensed Consolidated Financial Statements as of and for the six-months period ended March 31, 2023 and Exhibit 99.4 in our 6-K filing as of June 28, 2023: o our liquidity and losses from operations and projected cash flows and related impact on our ability to continue as a going concern; o our future financial condition and operating results; o our ability to remain in compliance with financial covenants under our financing arrangements; o our ability to extend, renew or refinance our existing debt; o our growth, expansion and acquisition prospects and strategies, the success of such strategies, and the benefits we believe can be derived from such strategies; o our ability to effectively manage our inventory and inventory reserves; o impairments of our goodwill or other intangible assets; o changes in consumer spending patterns and overall levels of consumer spending; o our ability to further upgrade our information technology systems and infrastructure, including our accounting processes and functions, and other risks associated with the systems that operate our online retail operations; o our ability to continue to remedy weaknesses in our internal controls; o costs as a result of operating as a public company; o our assumptions regarding interest rates and inflation; o changes affecting currency exchange rates; o continuing business disruptions arising from the on-going war in Ukraine and in the aftermath of the coronavirus pandemic; o our financial condition and ability to obtain financing in the future to implement our business strategy and fund capital expenditures, acquisitions and other general corporate activities; o estimated future capital expenditures needed to preserve our capital base; o changes in general economic conditions in the Federal Republic of Germany (“Germany”), and the European Union and the Unites States of America, including changes in the unemployment rate, the level of energy and consumer prices, wage levels, etc.; o the further development of online sports markets, in particular the levels of acceptance of internet retailing; o our behavior on mobile devices and our ability to attract mobile internet traffic and convert such traffic into purchases of our goods; o our ability to offer our customers an inspirational and attractive online purchasing experience; o demographic changes, in particular with respect to Germany; o changes in our competitive environment and in our competition level; o the occurrence of accidents, terrorist attacks, natural disasters, fires, environmental damage, or systemic delivery failures; o our inability to attract and retain qualified personnel, consultants and collaborators;
SIGNA SPORTS UNITED 3 o political changes; o changes in laws and regulations; o our expectations relating to dividend payments and forecasts of our ability to make such payments. Forward-looking statements speak only as of the date they are made, and the Group assumes no duty to and does not undertake to update forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements and future results could differ materially from historical performance for many reasons, including the risk factors discussed in “Item 3. Key Information —D. Risk Factors” in our 20-F filing as of February 7, 2023 and the risk factors discussed in “Operating and Financial Review and Prospects—Risk Factors” of the Unaudited Interim Condensed Consolidated Financial Statements as of and for the Six-Months Period ended March 31, 2023 and Exhibit 99.4 in our 6-K filing as of June 28, 2023 and our ability to continue as a going concern. This Presentation is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SIGNA SPORTS UNITED 4
SIGNA SPORTS UNITED 5 – Strategic realignment and onboarding of highly experienced leadership in Bike and Tennis – Business focus on returning to profitability – Benefits of strategic realignment to drive ~100M EUR of run-rate savings, including o Focus on core markets o Adaptation of commercial and operational models o Deliver on transaction synergies – Exceptional one-time inventory write-off of ~20M EUR to be sold through alternative clearance channels – Major indirect shareholder providing up to 150M EUR of additional liquidity to fund the operational and investment requirements of the business into FY25 – Exploring strategic alternatives related to the sale of Teamsports business – Anticipation of improved operating environment in FY24; renewed focus on profitable long-term growth – Clear pathway to free cash flow generation going into FY25 – Continued challenging operating environment & strategic decisions weighing on financial performance – Most severe impacts of market disruptions incurred in H1 FY23, improvement anticipated for H2 FY23 – Net revenue decline of (2)%; PF YoY growth of (17)% – Gross margin contraction to 26%; Adj. EBITDA margin of (22)%
SIGNA SPORTS UNITED 7 (2.0%) – 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21 Q3 21 Q4 21 Q1 22 Q2 22 Q3 22 Q4 22 Q1 23 CY 23 CY 24 Source: Inflation forecasts via Factset, The Economist, Freightos Global Container Freight Index. Note: Commodity Price: Average price performance of Metals and Oil +54% (25)% − Since Q4 FY22, input costs for suppliers particularly in freight and commodity prices, have begun to normalize − Inflation anticipated to continue downward trend into CY24 as conditions for consumer improve − Though economic headwinds forecast to ease in mid-term, market overstock anticipated to take 12-18 months to fully clear − SSU built infrastructure has significant invested capacity to meet demand as conditions normalize +68% +362% (84)%+40%
(27.0)% (17.0)% (18.0)% Bio-Bike PAC Total U.K. Bike Market 8SIGNA SPORTS UNITED Source: Company information, U.K. Bicycle Association, Wall Street research. (1): Stock levels refers to the total inventory positions of 3 publicly traded bike OEMs. €1.6 €2.1 2021A 2022A Raw Goods Finished Goods (B) 47.0% 31.0% 38.0% Bio-Bike E-Bike Total U.K. Bike Market
SIGNA SPORTS UNITED 9 Deliver transaction synergies Adapt commercial and operating models Focus on core markets Focused plan to navigate challenging market conditions with clear course towards profitable growth
SIGNA SPORTS UNITED 10 − Deliberate reorientation to prioritize core markets − Commercial proposition in non-core markets optimized for contribution (pricing, delivery fees, returns, marketing) − International partnerships scaled back or not renewed − Localization strategy paused − Consolidation of logistics infrastructure to reduce redundancy and split orders − Continued optimization of fulfilment network to maximize efficiency of owned infrastructure vs. 3PL solutions − Launch of European Bike banners in U.K. to accelerate revenue growth and increase operating leverage − Consolidation of banners in core markets for further operating efficiency €533 €441 PF H1 FY22 H1 FY23 Core Markets Other H1 FY22 vs. H1 FY23 Achievements Actions to Come Renewed focus on markets with established infrastructure critical to attractive unit economics (M) Source: Company information. Note: Core markets defined as DACH, U.K., Southern Europe and U.S.
SIGNA SPORTS UNITED 11 Q3 FY22 vs. H1 FY23 Achievements Actions to Come − Targeted cancellation of inbound orders − Elevated promotional activity to right-size inventory position and clear overstocked inventory − Extraordinary write-off of ~20M EUR of inventory to be sold through alternative channels in H2 − Clean order book for FY24 to allow for more flexible inbound rates − Reduce business complexity by dramatically shrinking SKU and supplier counts − Increased stock management discipline − Negotiations with suppliers to ensure structural improvement in terms Targeted measures to trim stock position and improve flexibility for FY24 (M) €337 €257 Q3 FY22 H1 FY23 Bike Category Tennis + Outdoor Source: Company information. Note: Pro forma for discontinued operations.
H1 FY22 H1 FY23 Operational Non-Operational SIGNA SPORTS UNITED 12 H1 FY22 vs. H1 FY23 Achievements Actions to Come − Right-sizing of operational employee base through churn and logistics consolidation − Reduction in force across the non-operational employee base − Creation of a central non- COGS procurement team, proactive re-negotiation of licenses and vendor tendering − Efficiency measures implemented across the portfolio simplification of processes and organization − Renewed focus on scaling organization efficiently to drive operating leverage as market rebounds − Potential for outsourcing Disciplined approach to rightsizing of cost structure to enable more efficient organization Source: Company information.
SIGNA SPORTS UNITED 13 H1 FY22 vs. H1 FY23 Achievements Actions to Come − Cross-sell of Own Brand portfolio across European / U.K. banners − Prioritization of range management to spotlight Owned Brand portfolio − Localized Own Brand Bike team and shops in core U.S. growth market − Realize procurement synergies to improve intake margin and terms − Continue to expand reach of Owned Brand portfolio across assets − Drive non-COGS synergies through central procurement and technology harmonization Expanded scale of group to enable margin expansion as synergies are realized (% of total) 87% 84% 13% 16% H1 FY22 H1 FY23 3P Owned Brand Source: Company information.
Focus on Core Markets Adapt Commercial / Operating Model Transaction Synergies Run-Rate Adj. EBITDA Impact % of Run-Rate Impact Achieved SIGNA SPORTS UNITED 14 1 2 3 − Manage non-core markets for contribution − Reduce marketing in low- ROAS markets − Reduce inventory pre-order − Reduce personnel footprint − Reduce indirect spend − Realize group procurement synergies − Operate with more focused country portfolio − Reduced dependence on paid marketing − Optimize assortment for margin − Implement charges for shipping / returns − Realize non-COGS synergies − Increase Owned Brand mix − Grow in line with infrastructure with focus on maintaining unit economics − Maintain marketing discipline − Maintain margin discipline as growth path returns − Potential group synergies with shared service centers in vertical ~20% ~50% ~100% Overstock & economic headwinds anticipated into FY24 Source: Company information.
SIGNA SPORTS UNITED 16 Source: Company information. Note: Pro forma metrics include the impact of Midwest Sports, WiggleCRC and Tennis Express acquisitions, assuming ownership for the entire period. For historical comparison of PF metrics, please see Appendix. Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11 - Discontinued Operations of the Company’s 20-F (1) Legacy SSU growth vs. FY19: visits at (10.3%), conversion at +90 bps, net orders at +34%, net AOV at +3%, active customers at +80%. Q2 FY22 Q2 FY23 YoY Total Visits (M) Net Orders (M) Net AOV (€) 76.6 56.5 (26)% 2.1 1.5 (27)% 103.1 105.7 +2% H1 FY22 H1 FY23 YoY PF YoY 131.8 119.4 (9)% (25)% 3.6 3.5 (3)% (20)% 100.1 104.6 +4% +3% Q2 FY22 YoY Growth Q2 FY21 YoY Growth Q2 FY23 CAGR vs. Q2 FY20 • Substantial growth in active customer base from FY20 driven by strategic acquisitions to expand reach in core geographies • Q2 FY23 decline in active customers, visits and net orders on the back of ongoing downturn in consumer sentiment, Q2 typically softest quarter of fiscal year • Increased Q2 FY23 net AOV YoY, driven by improved product mix and relative strength of e-bike category as supply chain pressures have largely eased across core categories • Strong PF growth vs. pre- Covid (FY19) of conversion +84 bps, AOV +7.1% and active customers +18.5%1 Q2 FY23 YoY Growth (M) Q2 FY20 Q2 FY21 Q2 FY22 Q2 FY23
SIGNA SPORTS UNITED 17 • Disruptions across Bike category driving the large majority of financial performance in H1 FY23 as elevated promotional activity required to clear aged stock • Contraction in demand particularly acute in non-core markets • Resilience in Tennis operating performance partially offsetting declines across other categories PF H1 FY22 vs. H1 FY23 (17)% (22)% 3 % (11)% SSU Bike & Outdoor Tennis Teamsports Source: Company information. Note: Pro forma metrics include the impact of Midwest Sports, WiggleCRC and Tennis Express acquisitions, assuming ownership for the entire period and exclude the impact of discontinued operations.
Q2 FY20 Q2 FY21 Q2 FY22 Q2 FY23 H1 FY20 H1 FY21 H1 FY22 H1 FY23 H1 FY22 H1 FY23 YoY PF YoY SIGNA SPORTS UNITED 18 Note: Pro forma metrics include the impact of Midwest Sports, WiggleCRC and Tennis Express acquisitions, assuming ownership for the entire period. Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11 - Discontinued Operations of the Company’s 20-F. Metrics are presented on a Non-GAAP basis. For more information on the definitions, please see the Defined Terms page in the Appendix. For reconciliation to nearest IFRS financial metrics, see Appendix. ` Q2 FY22 Q2 FY23 YoY Net Revenue (€M) Gross Profit (€M) Gross Profit Margin Adj. EBITDA (€M) Adj. EBITDA Margin Q2 FY22 YoY Growth Q2 FY23 YoY Growth 255.2 195.3 (23)% 92.2 43.9 (52)% 36.1% 22.5% (1,364)bps (15.1) (59.1) NM (5.9)% (30.3)% NM 449.1 441.4 (2)% (17)% 163.1 116.7 (28)% (40)% 36.3% 26.4% (988)bps (990)bps (25.8) (96.9) NM NM (5.7)% (22.0)% NM NM H1 FY22 YoY Growth H1 FY23 YoY Growth Q2 FY21 YoY Growth H1 FY21 YoY Growth Q2 FY23 CAGR vs. Q2 FY20 H1 FY23 CAGR vs. FY20 (€M) • 25% reported H1 FY23 net revenue CAGR from FY20 bolstered by impact of WCRC and US Tennis acquisitions • Net revenue PF YoY decline impacted by continuing subdued demand driven by broader uncertainty in macroeconomic environment • Seasonality of business resulting in softer Q2 relative to Q1 performance • Strategic decision taken to achieve target inventory levels and clear aged inventory ahead of FY24 • Gross margin affected by market overstock and deliberate decision to rightsize stock position • Adj. EBITDA margin YoY compression due to lower sales base and gross margin, coupled with inflation across key Opex items that could not be passed onto consumer in current environment
SIGNA SPORTS UNITED 19 Note: Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11- Discontinued Operations of the Company’s 20-F. Metrics are presented on a Non-GAAP basis. (1) For more information on the definitions, please see the Defined Terms page in the Appendix. For reconciliation to nearest IFRS financial metrics, see Appendix. Gross Margin 36.3% 26.4% (988) Increasing price competition and inventory management due to huge overstock in the market driven by C-19 supply chain distortions Targeted inventory management to reduce overstock Personnel (13.8)% (17.2)% (348) Lower revenue base and wage inflation Reduction in employee base across business units and functions Logistics (11.4)% (13.0)% (153) Cost inflation, higher returns (product mix) Consolidation of warehouse footprint, prioritization of core markets Marketing (8.4)% (7.5)% 88 Lowered marketing costs as cost saving measure Disciplined marketing approach with higher ROAS thresholds IT / Other (8.4)% (10.7)% (221) Lower revenue base Alignment of technology licenses across group, non-COGS procurement synergies Adj. EBITDA(1) (5.7)% (22.0%) (1,622) Renewed focus on profitable growth in core markets
SIGNA SPORTS UNITED 20 Note: Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11- Discontinued Operations of the Company’s 20-F. Metrics are presented on a Non-GAAP basis. Cash flow from Continuing Operating Activities includes (€0.4M) of Effect of exchange rate changes on cash and cash equivalents. • Top line growth and Adj EBITDA profitability of (€97M), development in line with deteriorating market conditions during H1 FY23 • Elevated promotional activity successful in paring down inventory to target levels • Decline in inventories offset by reduction in elevated payables carried over from YE FY22 • Capex of €17M Capex associated with: o Logistics consolidation o Technology projects to re-platform acquired assets • Cash flow from Continuing Financing Activities mainly associated with funding commitments • Strong PF liquidity position as of H1 FY23 €145 (€136) (€17) €88 €150 €43 €35 €273 Cash Position - FY22 CF from Continuing Financing Activities CF from Continuing Operating Activities CF from Continuing Investing Activities Cash Position - H1 FY23 Undrawn Convertible Notes (130M EUR Commitment) PF Q2 FY23 Equity Commitment PF H1 FY23 Liquidity in (€M)
• Inventory levels impacted by the conflict in Ukraine, which strongly affected consumer confidence at the start of peak season in March FY22 • Significant delays of inbound orders (several months) due to supply chain challenges reversed quicker than expected at YE FY22 • Meaningful progress made in achieving target inventory levels in H1 FY23, driven primarily by elevated promotional activity along with cancellation / deferral of inbounds negotiated to align inbounds more closely with demand • Heavily reduced pre-orders resulting in increased order flexibility and clear order book for FY24 SIGNA SPORTS UNITED 21 Note: Pro forma metrics include the impact of Midwest Sports, WiggleCRC and Tennis Express acquisitions, assuming ownership for the entire period. Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11- Discontinued Operations of the Company’s 20-F. (4.1)% in (€M) €270M €250M Target Range c. €300M
Cash on Balance Sheet (Q2 FY23) €35 Debt Summary Bank Revolving Credit Facility(1) €100 Bank Loans 8 SIGNA Holding Credit Facility(2) 100 SIGNA Holding Senior Convertible Notes(3) 142 Total SSU Debt €350 SSU Net Debt €314 PF Q2 FY23 Liquidity Summary SIGNA Holding Convertible Commitment 1(4) €88 SIGNA Holding Convertible Commitment 2 (4) 150 Total Pro Forma Liquidity €273 SIGNA SPORTS UNITED 22 Source: Company information. (1): Refer to Note 7.14 - Non-current Financial Liabilities of the Company’s 20-F. (2): The Company has entered into a €50M revolving credit facility with SIGNA Holding GmbH an affiliate of its largest shareholder SIGNA International Sports Holdings GmbH. Subsequently, the Company and SIGNA Holding GmbH have entered into a second €50M RCF, to be utilized to fund general corporate purposes including working capital and Capex (refer to Note 7.14 - Non-current Financial Liabilities of the Company’s 20-F). (3): €100M senior convertible notes and €42M of drawn funding from €130M Commitment granted in Feb. 2023 (refer to Note 18 - Events after the Reporting Period of the Company’s 20-F) (4): €280M commitment in addition to previously drawn €100M EUR Senior Convertible Notes. Includes incremental 150M EUR commitment in addition to previously disclosed €130M EUR of Senior Convertible Notes. • Proactively negotiated waiver of banking covenants under €100M RCF facility until June 2024 • Commitment from SIGNA Holding GmbH providing the company with the right to put additional convertible bonds to SIGNA Holding GmbH, for an aggregate additional principal amount of up to €130M signed in February 2023, with an amount of ~€88M remaining undrawn as of H1 FY23 • €150M additional hard financing commitment from SIGNA Holding GmbH to fund the operational and investment requirements of the Company into FY25 • Strengthened financial flexibility enabling SSU to pursue adapted strategy in (€M)
SIGNA SPORTS UNITED 24 – Emphasis on driving sales in core markets due to favorable unit economics – Margin improvement anticipated in H2, as industry overstock improves – Cost savings associated with strategic realignment measures to begin to be realized in H2 FY23, full impact to be felt from FY24 – Maintain focus on assortment management to optimize stock position and focus on reducing inventory levels to target – Demand and margin expected to build throughout FY24 – Additional liquidity support from major indirect shareholder funds the operational and investment requirements into FY25
SIGNA SPORTS UNITED 25 Source: UK Bicycle Association. (1): UK Market, average daily bike participation compared to March 2020 baseline. (2): UK Market e-bike sales value. (3): UK Market increase in bike market average sales price. (4): UK market increase in e-bike share of total bicycle sales (32% in 2022 vs. 16% in 2019). Megatrends driving sustained participation across the industry 1.4x +128% +38% 2.0x
SIGNA SPORTS UNITED 26 Overstock to weigh on profitability into H2 FY23 (2)% (22)% €(153)M (9)% - (11)% (16)% - (18)% €(100) - €(120)M €(250) - €(270)M Note: Adj. EBITDA, unlevered free cash flow and free cash flow are presented on a Non GAAP basis. For more information on the definitions, please see the Defined Terms page in the Appendix. For reconciliation to nearest IFRS financial metrics, see Appendix. (1): H1 FY23 reported growth impacted by lack of full contribution of WiggleCRC and Tennis Express in H1 FY22. (11)% - (13)% (9)% - (11)% (1)
SIGNA SPORTS UNITED 27 Business fully funded to navigate near-term disruption, clear pathway to profitability 7% - 10% 10% - 15% 0% - 5% 12% - 15%15% (16)% 5% (6)% − Structural megatrends to resume 10%+ annual growth in online sports retail − Owned Brand portfolio, geographic expansion, expansion of RMS and marketplace business model − Focus on core markets with infrastructure, updated commercial / operating framework − Winning with fewer supplier partners − Transaction synergies / scale benefits to be realized from FY24 − Targeted working capital management as business scales − Minimal maintenance capex requirements post technology re- platforming (€34) (€46) (€240) (€246) Breakeven FY25 Note: Financials reflect pro forma management accounts. Adj. EBITDA, unlevered free cash flow and free cash flow are presented on a Non-GAAP basis. For more information on the definitions, please see the Defined Terms page in the Appendix. For reconciliation to nearest IFRS financial metrics, see Appendix. Cash Generating (9)% - (11)% (16)% - (18)% €(250) - €(270)M €(230) - €(250)M
SIGNA SPORTS UNITED 28 ✓ Intact structural megatrends behind online specialist sports retail ✓ Market dislocation is accelerating industry consolidation ✓ Strategic realignment to increase SSU’s competitiveness for sustainable and profitable growth; most severe impact of market dislocations already felt in H1 FY23 ✓ Capitalized to weather market dislocation and fortify strong position in market as competitors grapple with industry wide disruptions ✓ Despite headwinds, continue to make targeted investments across logistics and IT to enable long-term cost structure ✓ Pursue focused M&A activities to take advantage of once-in-a-cycle buying opportunities
SIGNA SPORTS UNITED 30 Source: Company information. Note: SSU (Reported View) excludes the impact of WiggleCRC, Tennis Express acquisitions until Q2 FY22. Midwest Sports included from 09-May-2021. Pro forma metrics include the impact of Midwest Sports, WiggleCRC and Tennis Express acquisitions, assuming ownership for the entire period. SSU (Reported view excl. Discontinued operations) and Pro Forma SSU metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11- Discontinued Operations of the Company’s 20-F. For more information on the definitions, please see the Defined Terms page in the Appendix. Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q1 PF Q2 PF Q3 PF Q4 PF Q1 PF Q2 PF Q3 PF Q4 PF Q1 PF Q2 PF FY21 FY21 FY21 FY21 FY21 FY22 FY22 FY22 FY22 FY22 FY21 FY21 FY21 FY21 FY21 FY22 FY22 FY22 FY22 FY22 FY23 FY23 FY21 FY21 FY21 FY21 FY21 FY22 FY22 FY22 FY22 FY22 FY23 FY23 LTM Active Customers (M) 4.2 4.5 5.0 5.1 5.1 5.3 7.4 7.0 6.9 6.9 3.9 4.2 4.7 4.8 4.8 5.0 7.1 6.8 6.7 6.7 6.3 6.1 6.7 7.0 7.1 7.1 7.1 7.2 7.1 6.8 6.7 6.7 6.3 6.1 YoY Growth 30.1% 37.5% 37.9% 31.9% 31.9% 25.4% 62.1% 41.7% 35.4% 35.4% 32.3% 39.4% 40.8% 35.5% 35.5% 28.7% 68.1% 45.3% 38.3% 38.3% 26.5% (14.7%) 23.0% 27.9% 19.7% 13.9% 13.9% 7.1% 0.8% (4.8%) (6.4%) (6.4%) (11.5%) (14.7%) Total Visits (M) 64.5 61.9 72.5 75.5 274.4 58.1 78.9 84.0 80.7 301.7 60.8 59.3 70.1 72.8 262.9 55.2 76.6 82.2 78.9 292.9 62.8 56.5 111.3 102.5 108.3 102.3 424.4 81.7 76.6 82.2 78.9 319.4 62.8 56.5 YoY Growth 31.3% 27.8% (7.5%) 1.7% 9.7% (9.9%) 27.5% 15.9% 6.9% 10.0% 37.5% 33.1% (4.5%) 3.8% 13.2% (9.2%) 29.2% 17.2% 8.4% 11.4% 13.9% (26.2%) 23.2% 15.7% (24.8%) (19.3%) (5.6%) (26.6%) (25.3%) (24.1%) (22.9%) (24.8%) (23.0%) (26.2%) Net Orders (K) 1,502 1,387 2,031 2,135 7,056 1,602 2,153 2,624 2,533 8,913 1,420 1,331 1,967 2,062 6,780 1,528 2,097 2,574 2,484 8,682 1,988 1,524 2,685 2,398 3,023 2,926 11,032 2,312 2,097 2,574 2,484 9,467 1,988 1,524 YoY Growth 43.2% 42.6% 22.2% 20.8% 29.4% 6.7% 55.2% 29.2% 18.6% 26.3% 45.8% 42.7% 25.4% 23.1% 31.6% 7.6% 57.6% 30.9% 20.5% 28.1% 30.1% (27.3%) 39.5% 33.2% (3.5%) (2.4%) 11.9% (13.9%) (12.6%) (14.9%) (15.1%) (14.2%) (14.0%) (27.3%) Net Online Revenue (own shops - €mn) €148.3 €147.6 €212.3 €201.4 €709.7 €151.8 €219.3 €264.4 €255.9 €891.4 €143.3 €143.6 €208.3 €197.2 €692.4 €146.8 €216.1 €261.5 €253.2 €877.6 €206.2 €161.1 €274.8 €257.6 €325.2 €294.0 €1,151.7 €232.8 €216.1 €261.5 €253.2 €963.6 206.2 161.1 YoY Growth 51.7% 58.0% 14.7% 15.3% 28.8% 2.3% 48.6% 24.5% 27.0% 25.6% 54.4% 59.1% 15.6% 16.6% 30.1% 2.5% 50.5% 25.6% 28.3% 26.7% 40.4% (25.5%) 48.1% 49.2% (1.7%) (4.0%) 15.7% (15.3%) (16.1%) (19.6%) (13.9%) (16.3%) (11.4%) (25.5%) AOV (EUR) €98.7 €106.4 €104.5 €94.3 €100.6 €94.7 €101.9 €100.8 €101.0 €100.0 €100.9 €107.9 €105.9 €95.6 €102.1 €96.1 €103.1 €101.6 €101.9 €101.1 €103.7 €105.7 €102.3 €107.4 €107.6 €100.5 €104.4 €100.7 €103.1 €101.6 €101.9 €101.8 €103.7 €105.7 YoY Growth 6.0% 10.8% (6.2%) (4.5%) (0.5%) (4.0%) (4.3%) (3.6%) 7.1% (0.6%) 5.9% 11.6% (7.8%) (5.3%) (1.2%) (4.7%) (4.5%) (4.1%) 6.6% (1.0%) 7.9% 2.5% 6.1% 12.0% 1.8% (1.6%) 3.4% (1.6%) (4.1%) (5.6%) 1.4% (2.5%) 3.0% 2.5% Conversion 2.3% 2.2% 2.8% 2.8% 2.6% 2.8% 2.7% 3.1% 3.1% 3.0% 2.3% 2.2% 2.8% 2.8% 2.6% 2.8% 2.7% 3.1% 3.1% 3.0% 3.2% 2.7% 2.4% 2.3% 2.8% 2.9% 2.6% 2.8% 2.7% 3.1% 3.1% 3.0% 3.2% 2.7% Change (bps) 19.3 23.3 68.2 44.8 39.3 42.8 48.7 32.2 31.0 38.2 13.4 15.0 66.8 44.4 36.1 43.1 49.2 32.6 31.5 38.6 39.5 -4.0 28.2 30.8 61.7 49.5 40.8 41.8 39.8 34.2 28.8 36.5 33.2 -4.0 SSU Group SSU (Reported View incl. Disc. Ops.) SSU (Reported View excl. Disc. Ops.) Pro Forma SSU (excl. Disc. Ops.)
H1 H1 FY22 FY23 Net Loss (€196.4) (€180.5) Income tax expense / benefit €8.0 €3.0 Earnings before tax (EBT) (€204.4) (€183.5) Interest €2.6 (€13.1) Depreciation and amortization (€21.5) (€27.6) EBITDA (€185.4) (€142.8) Impairment loss – €0.2 Other net finance (income) / costs (€10.8) €0.3 Result from investments accounted for at equity €0.6 €0.8 Total EBITDA Adjustments €169.8 €44.5 Transaction related charges €0.7 – Reorganization and restructuring costs €126.9 €30.0 Consulting fees €31.3 €13.2 Share-based compensation €9.1 €3.2 Other items not directly related to current operations €1.8 (€1.9) Adj. EBITDA (€25.8) (€96.9) SIGNA SPORTS UNITED 31 Note: All metrics exclude the impact of Tennis Express and WiggleCRC acquisitions. Midwest Sports contribution included from May 1, 21. Metrics are presented for continuing operations only, as a result of the discontinued operations related to Athleisure. Refer to Note 11- Discontinued Operations of the Company’s 20-F. in (€M)
KPI Definition Active Customers Customers with one or more purchases within the last 12 months, irrespective of cancellations or returns Total Visits Number of visits including mobile and website. Cut-off at 30 minutes of inactivity and at date change. Not cut off at channel change during session Net Orders Orders post cancellations and full returns Net AOV Total online revenue (excluding sales partners) divided by net orders (post cancellations and full returns) Net Online Revenue Online revenue (excluding sales partners) equal to net orders (post cancellations and full returns) multiplied by Net AOV Platform Revenue Revenue derived from non-1P E-commerce business models (i.e., retail media sales, marketplace) Gross Profit Net revenues less cost of materials adjusted to exclude extraordinary write-offs Adjusted EBITDA Calculated as consolidated net income (loss) before interest, income taxes, depreciation and amortization, adjusted for certain items which SSU’s management believes do not reflect the core operating performance of SSU. Adjusted EBITDA excludes impairment loss, other net finance income/costs and result from investments accounted for at equity. Adjustments include acquisition-related charges, reorganization and restructuring costs, consulting fees, share-based compensation and other items not directly related to current operations SIGNA SPORTS UNITED 32
SIGNA SPORTS UNITED 33 SSU Investor Relations https://investor.signa-sportsunited.com SSU Investors Contact Alima Levy a.levy@signa-sportsunited.com +49 174 7304938
1 SIGNA Sports United N.V. Reports H1 FY23 Results Strategic realignment and cost initiatives of up to €100 million implemented H1 FY23 net revenue of €441 million, YoY reported change of -2% Subdued demand and market overstock weighing on financial results and liquidity • Active Customers of 6.1 million, representing a decrease of (-15)% YoY • Net Revenue of €441 million in H1 FY23 down (-2)% YoY, Q2 FY23 Net revenue decreased (-23)% YoY • Gross profit of €117 million in H1 FY23 and €44 million in Q2 FY23 • Adj. EBITDA decreased to (€97) million in H1 FY23 and (€59) million in Q2 FY23 • Secured €150 million commitment from major indirect shareholder to fund the operations of the business into FY25 Berlin, Germany (June 28, 2023) – SIGNA Sports United N.V. (“SSU” or the “Company”), a NYSE- listed specialist sports e-commerce company with businesses in bike, tennis, outdoor, and teamsports, today issued a trading update for the second quarter of fiscal year 2023 ended March 31, 2023 and H1 FY2023. Q2 FY23 includes full contribution of businesses acquired in FY22, WiggleCRC and Tennis Express (acquisitions closed on December 14 and December 31, 2021, respectively). The operating environment in the first half of FY23 was a continuation of the disruptions introduced in Q4 of FY22. Although economic indicators across core markets have begun to improve slightly since the beginning of the year but demand remains below FY22 levels and pre-pandemic levels. On the supply side, stock levels across the industry remain severely elevated as market participants aim to clear excess inventory, resulting in a meaningful compression of gross margins and negative cash flows. Stephan Zoll, CEO of SSU, said, “The first half of our fiscal year has been marked by challenging conditions across the sports retail industry. While macro headwinds and oversupply in the market have pressured our financial results, we have remained focused on positioning our business for success as operating conditions normalize. In response to the demand outlook in the near-term, we have conducted a comprehensive strategic repositioning of the business with the aim of enabling a return to profitable growth and positive cash flow. In addition, I am pleased to welcome key hires across our Bike and Tennis segments with the experience and industry insight needed to deliver the next chapter of SSU’s growth story. Though our results in H1 FY23 have suffered as the market navigates another period of disruption, I am confident that the worst distortions are behind us and we remain fully aligned behind our renewed operating approach with a clear course toward long-term value creation”
2 H1 FY23 Consolidated Financial Summary and Key Operating Metrics Note: Financials inclusive of Tennis Express from 1 Jan 2022 and inclusive of WiggleWCRC from 15 Dec 2021. Please refer to Non-IFRS Financial Measures section for further detail regarding disclosed metrics. “NM” defined as not meaningful. Alex Johnstone, the Company’s CFO, said, “As we anticipated heading into the fiscal year, current operating conditions have severely weighed on our topline growth and profitability. Looking towards the second half of the year, we anticipate the lingering effects of excess stock in the market to challenge margins but believe the worst of the market disruptions were already incurred in H1. In addition, the cost measures put in place, in tandem with our renewed commercial and operating framework, will drive meaningful cost efficiencies in the coming quarters and support returning the business to Adj. EBITDA profitability. While the operating environment remains turbulent, we have taken critical steps to protect our liquidity position with an incremental €150 million commitment from our major indirect shareholder to support the business through to cash flow generation in a normalized market backdrop.” H1 FY23 Business Highlights / Commentary • Business Update o Began implementation of updated commercial and operational framework and targeted cost initiatives designed to promote long-term stability including: ▪ Prioritization of core, profitable markets while scaling back international partnerships ▪ Consolidation of logistics footprint to reduce redundancy ▪ Targeted stock management and cancellation of inbound orders; clean order book for FY24 to maximize flexibility as operating conditions shifting rapidly and trimming of SKU count to reduce operational complexity ▪ Reduction in force across employee base to allow for benefits of operating leverage ▪ Cross-selling of Owned Brands and prioritization of Owned Brand portfolio given higher unit economics Q2 Q2 YoY H1 H1 YoY EUR in millions FY22 FY23 Growth FY22 FY23 Growth Key Financials Net Revenue €255 €195 (23.5%) €449 €441 (1.7%) Gross Profit €92 €44 (52.4%) €163 €117 (28.4%) % Margin 36.1% 22.5% (1,364)bps 36.3% 26.4% (988)bps Adj. EBITDA (€15) (€59) NM (€26) (€97) NM % Margin (5.9%) (30.3%) NM (5.7%) (22.0%) NM Operating Performance LTM Active Customers 7.1 6.1 (14.7%) 7.1 6.1 (14.7%) Total Visits 76.6 56.5 (26.2%) 131.8 119.4 (9.4%) Net Orders 2.1 1.5 (27.3%) 3.6 3.5 (3.1%) Net AOV €103.1 €105.7 2.5% €100.1 €104.6 4.4%
3 o Roadmap outlined to achieve approximately 100M EUR of run-rate EBITDA savings by FY25 o Strengthening of liquidity position with 150M EUR equity commitment to fund the operational and investment requirements of the business into FY25 • Key Performance Indicators (KPIs) o (-15%) YoY decline in Active Customers vs. +143% pre-Covid (Q2 FY19) on a reported basis to 6.1 million Active Customers in H1 FY2023, led by acquisitions at the time and focused marketing spend to drive conversion o (-26%) YoY decline in visits for Q2 FY23 and (-9%) YoY for H1 FY23 due as demand has contracted sharply on a year-over-year basis o Net Orders decreased by (-27%) YoY in Q2 and (-3%) YoY in H1 FY23 driven by the traffic decrease, in challenging operating environment o 2% YoY Net AOV increase in Q2 FY23 and 4% YoY for H1 FY23 a result of improved product mix in H1 FY23 following severe shortage of full-bike stock in FY22 o Q2 FY23 Core KPIs remain meaningfully above pre-pandemic levels with PF growth vs. pre-Covid (Q2 FY19) in Active Customers (+18%), conversion (+84 bps) and AOV (+7%) • Financial Update o (-1.7%) YoY Net revenue decline in H1 FY23, Q2 FY23 YoY decline of (-23%) as consumer sentiment continued to lag pre-pandemic levels. Though supply chain pressures eased in H1 FY23, market oversupply and tightening macroeconomic conditions have weakened consumer demand, particularly in non-core markets o Gross margin contraction of (-1,364bps) YoY in Q2 FY23 and (-988bps) YoY in H1 FY23 a result of targeted inventory management to counteract the severe oversupply across the market and right-size stock position for level of market demand o Significant cash outflows in H1 FY23 driven primarily by weakened operating performance as well as elevated payables resulting from meaningful stock inbounds at YE FY22 o On June 26, 2023, obtained €150 million hard financing commitment from SIGNA Holding GmbH to fund the Company’s operational and investment requirements into FY25
4 Outlook & Guidance Management announces FY23 guidance to reflect ongoing market dislocation and sustained demand contraction into H2 FY23 before any potential improvement anticipated in FY24. • FY23 Guidance o Net revenue: (9)% – (11)% YoY decline o Adjusted EBITDA margin: (16)% – (18)% o Free cash flow: (€250) - (€270) million In line with expectations going into FY23, SSU performance has been severely impacted by macroeconomic headwinds and market overstock. Management anticipates a continuation of challenging operating conditions into H2 FY23 with some improvement expected by management in Q4. As the Company looks beyond the near-term turbulence, Management reiterates its conviction that the measures enacted as part of the strategic realignment process provide the business with a clear pathway to profitable long-term growth as conditions allow. The financial impact anticipated from our renewed approach include: o Changes in our commercial model that will result in lower sales, but at a higher contribution o Focus on lean operating processes to accelerate cost savings from FY24; on track with various cost reduction measures o Transaction synergies to start accruing from FY24 along with IT re-platforming, logistics consolidation, seeking procurement benefits With near-term market disruption putting strain on suppliers and retailers across the sports retail industry, the Company anticipates opportunities for inorganic growth in the coming quarters. With a market leading position, SSU is closely monitoring the M&A pipeline with a continued focus on accretive M&A to broaden reach and enhance our Owned Brand portfolio. The Company continues to believe in the strength of the underlying global trends of health and fitness, e-mobility and e-commerce and is committed to delivering long-term value with a differentiated proposition. Conference Call Information SSU’s management will host a conference call today at 8:30 a.m. Eastern Time to discuss the results. Interested parties will be able to access the conference call by dialling 1-855-979-6654 (in the United States) or +1-646-664-1960 (outside of the United States), along with access code 424915. The conference call will be simulcast and archived on SSU’s website at https://investor.signa- sportsunited.com/.
5 Non-IFRS Financial Measures The press release includes certain non-IFRS financial measures (including on a forward-looking basis). These non-IFRS measures are an addition, and not a substitute for or superior to, measures of financial performance prepared in accordance with IFRS and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with IFRS. Please see for our definitions of our non-IFRS measures below. SSU believes that these non-IFRS measures of financial results (including on a forward-looking basis) provide useful supplemental information to investors about SSU. SSU’s management uses forward- looking non-IFRS measures to evaluate SSU’s projected financials and operating performance. However, there are a number of limitations related to the use of these non-IFRS measures and their nearest IFRS equivalents, including that they exclude significant expenses that are required by IFRS to be recorded in SSU’s financial measures. In addition, other companies may calculate non-IFRS measures differently, or may use other measures to calculate their financial performance, and therefore, SSU’s non-IFRS measures may not be directly comparable to similarly titled measures of other companies. Additionally, to the extent that forward looking non-IFRS financial measures are provided, they are presented on a non-IFRS basis without reconciliations of such forward-looking non-IFRS measures due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliations. Totals have been calculated on the basis of non-rounded euro amounts and may differ from a calculation based on the reported million euro amounts. Liquidity In addition to the €130 million hard financing commitment which SIGNA Sports United N.V. (the “Company”) received from SIGNA Holding GmbH (“SIGNA Holding”), an affiliate of the Company’s largest shareholder SIGNA International Sports Holding GmbH (“SISH”) on February 6, 2023 SIGNA Holding and the Company have entered into an additional equity commitment letter on June 26, 2023 with commitments by SIGNA Holding to provide the Company with additional liquidity of €150 million until September 30, 2025. The parties shall mutually agree on detailed financing terms substantially on the basis of the outstanding and newly issued convertible bonds, subject to amendments to the terms. The Company is confident the €150 million of liquidity commitments will be sufficient to fund its operational and investment related funding requirements into FY25. The current market conditions have, and continue to, weigh heavily on our financial results and liquidity position. Additional factors may further accelerate our need for additional financing, including if revenues are lower than expected, or if our costs and expenses on a go-forward basis are higher than expected or if we are unable to extend loan repayment terms on loans maturing within the next 12 months;
6 furthermore, our operating plan may change as a result of many factors, including those currently unknown to us, and we may need to seek additional funds sooner than planned, in each case, through public or private equity, debt financings or other sources. Notwithstanding the hard financing commitments obtained from SIGNA Holding, the Company is working to extend the terms or refinance its revolving credit facility of € 100 million which falls due in May 2024. A failure to extend the terms or refinance the Company’s existing revolving credit facility by May 2024 could have a material adverse effect on our business, financial condition, results of operations and prospects, raise substantial doubt about the Company’s continuation as a going concern and ultimately cause our business to fail and liquidate with little or no return to investors. Forward-Looking Statements These forward-looking statements include, but are not limited to, statements regarding future events, the estimated or anticipated future results and benefits of SSU following the business combination, future opportunities for SSU, future planned products and services, business strategy and plans, objectives of management for future operations of SSU, market size and growth opportunities, competitive position, technological and market trends, and other statements that are not historical facts. Forward-looking statements are generally accompanied by words such as believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “could,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “suggests,” “targets,” “projects,” “forecast” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. All forward-looking statements are based upon estimates and forecasts and reflect the views, assumptions, expectations, and opinions of the Company, which are all subject to change due to various factors including, without limitation, changes in general economic conditions as a result of the war in Ukraine, significant inflation, higher financing costs, an increase in energy costs, a negative consumer sentiment and COVID-19. Any such estimates, assumptions, expectations, forecasts, views or opinions, whether or not identified in this document, should be regarded as indicative, preliminary and for illustrative purposes only and should not be relied upon as being necessarily indicative of future results. Forward-looking statements appear in a number of places in this press release and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to various factors. The forward-looking statements in this press release may include, without limitations, statements about:
7 • our liquidity and losses from operations and projected cash flows and related impact on our ability to continue as a going concern; • our future financial condition and operating results; • our ability to remain in compliance with financial covenants under our financing arrangements; • our ability to extend, renew or refinance our existing debt; • our growth, expansion and acquisition prospects and strategies, the success of such strategies, and the benefits we believe can be derived from such strategies; • our ability to effectively manage our inventory and inventory reserves; • impairments of our goodwill or other intangible assets; • changes in consumer spending patterns and overall levels of consumer spending; • our ability to further upgrade our information technology systems and infrastructure, including our accounting processes and functions, and other risks associated with the systems that operate our online retail operations; • our ability to continue to remedy weaknesses in our internal controls; • costs as a result of operating as a public company; • our assumptions regarding interest rates and inflation; • changes affecting currency exchange rates; • continuing business disruptions arising from the on-going war in Ukraine and in the aftermath of the coronavirus pandemic; • our financial condition and ability to obtain financing in the future to implement our business strategy and fund capital expenditures, acquisitions and other general corporate activities; • estimated future capital expenditures needed to preserve our capital base; • changes in general economic conditions in the Federal Republic of Germany (“Germany”), and the European Union and the Unites States of America, including changes in the unemployment rate, the level of energy and consumer prices, wage levels, etc.; • the further development of online sports markets, in particular the levels of acceptance of internet retailing; • our behavior on mobile devices and our ability to attract mobile internet traffic and convert such traffic into purchases of our goods; • our ability to offer our customers an inspirational and attractive online purchasing experience; • demographic changes, in particular with respect to Germany; • changes in our competitive environment and in our competition level; • the occurrence of accidents, terrorist attacks, natural disasters, fires, environmental damage, or systemic delivery failures; • our inability to attract and retain qualified personnel, consultants and collaborators; • political changes; • changes in laws and regulations; • our expectations relating to dividend payments and forecasts of our ability to make such payments; and
8 • other factors discussed in “Item 3. Key Information — D. Risk Factors” in our 20-F filing as of February 7, 2023 and Exhibit 99.4 in our 6-K filing as of June 28, 2023. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Item 3. Key Information—D. Risk Factors” in our 20-F filing as of February 7, 2023 and Exhibit 99.4 in our 6-K filing as of June 28, 2023 and our ability to continue as a going concern. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this press release. You should, however, review the factors and risks we describe in the reports we will file from time to time with the SEC after the date of this press release. In addition, statements such as “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this press release. And while we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to rely unduly on these statements. Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward-looking statements contained in this press release and any subsequent written or oral forward-looking statements that may be issued by us or persons acting on our behalf. Definitions Gross Profit: Net revenues less cost of materials adjusted to exclude extraordinary write-offs. Active Customers: Customers with one or more purchases within the last 12 months, irrespective of cancellations or returns. Total Visits: Number of visits including mobile and website. Cut-off at 30 minutes of inactivity and at date change. Not cut off at channel change during session. Net Orders: Orders post cancellations and full returns. Net AOV: Total online revenue (excluding sales partners) divided by net orders (post cancellations and full returns).
9 Contacts SSU Investor Contact Jeremy Nelle j.nelle@signa-sportsunited.com +1 203 546 0154 SSU Media Contact Jeremy Nelle j.nelle@signa-sportsunited.com +1 203 546 0154 About SIGNA Sports United: SIGNA Sports United (SSU) is a NYSE-listed specialist sports e-commerce company with headquarters in Berlin. It has businesses operating within bike, tennis, outdoor, and team sports. SSU has more than 80 online sites and partners with 500 shops serving over 6 million customers worldwide. It includes Tennis-Point, WiggleCRC, Fahrrad.de, Bikester, Probikeshop, Campz, Addnature, TennisPro and Outfitter. Further information: www.signa-sportsunited.com.
10 Reconciliations (in EUR millions) Unaudited interim condensed consolidated statements of operations (in EUR millions) H1 H1 FY22 FY23 Net Loss (€196.4) (€180.5) Income tax expense / benefit €8.0 €3.0 Earnings before tax (EBT) (€204.4) (€183.5) Interest €2.6 (€13.1) Depreciation and amortization (€21.5) (€27.6) EBITDA (€185.4) (€142.8) Impairment loss – €0.2 Other net finance (income) / costs (€10.8) €0.3 Result from investments accounted for at equity €0.6 €0.8 Total EBITDA Adjustments €169.8 €44.5 Transaction related charges €0.7 – Reorganization and restructuring costs €126.9 €30.0 Consulting fees €31.3 €13.2 Share-based compensation €9.1 €3.2 Other items not directly related to current operations €1.8 (€1.9) Adj. EBITDA (€25.8) (€96.9) H1 H1 YoY 2022 2023 Growth Net Revenue €449.1 €441.4 (1.7%) Own Work Capitalized 2.2 2.3 5.2% Other Operating Income 2.6 5.5 NM Total Revenue and Other Income €453.9 €449.3 (1.0%) Cost of Materials (286.0) (324.7) 13.5% Personnel Expense (61.8) (76.1) 23.2% Other Operating Expenses (131.9) (145.4) 10.2% EBITDA Adjustments (169.8) (44.5) (73.8%) Depreciation & Amortization (21.5) (27.9) 29.5% Operating Loss (€217.1) (€169.3) (22.0%) Share of results of associates (0.6) (0.8) 27.7% Finance income 17.0 6.8 (60.3%) Finance costs (3.6) (20.2) NM Pre-Tax Income (€204.4) (€183.5) (10.2%) Income Taxes 8.0 3.0 (62.8%) Result from continuing operations (€196.4) (€180.5) (8.1%)
11 Unaudited interim condensed consolidated statements of financial position (in EUR millions) H1 H1 FY22 FY23 Non-current assets Intangible assets €935.2 €674.5 Property, plant and equipment and right of use 137.7 176.5 Equity accounted investees 0.0 0.0 Other non-current financial assets 3.3 9.2 Accrued expenses (non-current) – 0.0 Current assets Inventories 313.7 257.4 Trade receivables 25.3 28.2 Income tax receivables 0.4 0.4 Other current financial assets 15.9 17.2 Other current assets 47.7 50.1 Cash and cash equivalents 68.6 35.4 Total assets €1,547.7 €1,248.9 Owners net investment 972.2 441.6 Total equity €972.2 €441.6 Non-current liabilities Non-current provisions 4.1 2.6 Non-current financial liabilities 105.5 469.5 Non-current trade payables 12.3 – Other non-current liabilities 3.6 11.5 Deferred taxes 57.8 37.0 Current liabilities Current income tax liabilities 0.9 1.0 Current provisions 2.7 3.3 Trade payables 153.3 164.3 Other current financial liabilities 154.9 44.8 Other current liabilities 75.0 62.9 Contract liabilities 5.5 10.3 Total liabilities €575.5 €807.2 Total equity and liabilities €1,547.7 €1,248.9
12 Unaudited interim condensed consolidated statements of cash flows (in EUR millions) H1 H1 FY22 FY23 NET CASH FLOW FROM OPERATING ACTIVITIES Loss before taxes from continuing operations (€204.4) (€183.5) Loss before taxes from discontinued operations (€5.3) €0.5 Loss before taxes for the total operations (€209.7) (€183.0) Adjustments to reconcile losses before taxes to net cash from operating activities Depreciation, amortization and impairment €21.5 €27.9 (Income) loss from investments accouted for using the equity method €0.6 €0.8 Net finance costs (income) (€13.4) €13.4 Equity-based compensation expense €10.0 €3.0 Other non-cash income and expenses (€1.7) (€1.5) Listing expenses (IFRS 2 service charge) €121.9 – Change in other non-current assets €3.0 (€0.5) Change in other non-current liabilities €5.6 €4.8 Change in: Inventories (€44.7) €39.7 Trade receivables €3.3 (€3.2) Other current financial assets €5.6 €3.4 Other current assets (€5.3) €1.2 Current provisions (€2.2) €2.3 Trade payables €0.6 (€30.6) Other current financial liabilities €0.0 (€1.7) Other current liabilities (€44.3) (€12.7) Contract liabilities (€0.9) €1.1 Cash flow used in continuing operating activities (€144.7) (€136.2) Cash flow used in discontinued operating activities, net (€3.3) €1.1 Net cash flow used in operating activities (€148.0) (€135.1) NET CASH FLOW FROM INVESTING ACTIVITIES Purchase of intangible assets and property, plant and equipment (€20.4) (€16.7) Acquisition of subsidiaries, net of cash acquired (€169.9) – Cash flow used in continuing investing activities (€190.2) (€16.7) Cash flow used in discontinued investing activities, net (€0.3) (€0.0) Net cash flow used in investing activities (€190.6) (€16.7) NET CASH FLOW FROM FINANCING ACTIVITIES Proceeds from capital contributions €402.7 – Proceeds from the issue of convertible loans – 100.0 Repayments of financial liabilities to related parties – (0.0) Proceeds from financial liabilities to related parties – 62.0 Proceeds from financial liabilities to financial institutions 26.1 0.4 Repayment of financial liabilities to financial institutions (77.5) (0.8) Transaction costs related to the lisiting (€10.3) – Proceeds from the recapitalization 23.6 – Acquisition of NCI – (1.2) Repayment of other loans (0.7) – Payments for lease liabilities (6.2) (8.4) Interest paid (1.2) (6.9) Cash flow from continuing financing activities €356.6 €145.1 Cash flow used in discontinued financing activities, net (€0.2) (€0.4) Net cash flow from financing activities €356.4 €144.6 Effect of exchange rate changes on cash and cash equivalents – (0.4) Net increase (decrease) in cash and cash equivalents €17.8 (€7.5)
Exhibit 99.3
Unaudited Interim Condensed Consolidated Financial Statements
As of and for the six-months period ended March 31, 2023
SIGNA Sports United N.V.
Table of Contents
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Interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss | | | |
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Interim Condensed Consolidated Statements of Financial Position | | | |
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Assets | | | |
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Equity and liabilities | | | |
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Interim Condensed Consolidated Statements of Changes in Equity | | | |
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Interim Condensed Consolidated Statements of Cash Flows | | | |
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Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements | | | |
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1. General information | | | |
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2. Basis of preparation and general principles | | | |
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3. DE-SPAC | | | |
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4. Effects of new IFRS applicable for the first time and in future periods | | | |
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5. Summary of significant accounting judgements, estimates, and significant accounting policies | | | |
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6. Notes to the Consolidated Statements of Profit and Loss and Other Comprehensive Income | | | |
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| 6.1. Revenue | | | |
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| 6.2. Cost of material | | | |
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| 6.3. Personnel expenses and share based compensation | | | |
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| 6.4. Other operating expenses | | | |
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| 6.5. Finance income and cost | | | |
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| 6.6. Share listing expense and change in fair value of warrant liabilities | | | |
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| 6.7. Earnings per share (“EPS”) | | | |
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7. Notes to the Consolidated Statements of Financial Position | | | |
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| 7.1. Non-current financial liabilities | | | |
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8. Business Combinations | | F-25 | |
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9. Financial risk management | | | |
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10. Discontinued operations | | | |
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11. Segment information | | | |
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12. Events after the reporting period | | | |
Interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss
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| | | For the six-months ended March 31 |
| EUR million | Note | | 2023 | | 2022* | | |
| Revenue | 6.1 | | 441.4 | | | 449.1 | | | |
| Own work capitalized | | | 2.3 | | | 2.2 | | | |
| Other operating income | | | 5.5 | | | 2.6 | | | |
| Cost of material | 6.2 | | (347.5) | | | (286.1) | | | |
| Personnel expense | 6.3 | | (86.6) | | | (76.2) | | | |
| Other operating expenses | 6.4 | | (156.6) | | | (287.2) | | | |
| Depreciation and amortization | | | (27.6) | | | (21.5) | | | |
| Impairment loss | | | (0.2) | | | — | | | |
| Operating result | | | (169.3) | | | (217.1) | | | |
| Finance income | 6.5 | | 6.8 | | | 17.0 | | | |
| Finance costs | 6.5 | | (20.2) | | | (3.6) | | | |
| Result from investments accounted for at equity | | | (0.8) | | | (0.6) | | | |
| Loss before taxes from continuing operations | | | (183.5) | | | (204.4) | | | |
| Income tax (expense)/benefit | | | 3.0 | | | 8.0 | | | |
| Loss for the period from continuing operations | | | (180.5) | | | (196.4) | | | |
| Income/ (Loss) from discontinued operations, net of tax | 10 | | 0.5 | | | (5.3) | | | |
| Loss for the period of attributable to the owners of SIGNA Sports United N.V. | | | (180.1) | | | (201.7) | | | |
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| | | | | | | |
| Loss per share- Basic and diluted from (in EUR) | 6.7 | | | | | | |
| Continuing operations | | | (0.5) | | | (1.0) | | | |
| Loss for total operations attributable to the owners of SIGNA Sports United N.V. | | | (0.5) | | | (0.9) | | | |
| | | For the six-months ended March 31 |
| EUR million | Note | | 2023 | | 2022* | | |
| Loss for the per period | | | (180.1) | | | (201.7) | | | |
| Items that may be subsequently reclassified to profit or loss | | | | | | | |
| Currency translation differences | | | 1.2 | | | (2.7) | | | |
| Gain (Loss) from derivative financial instruments | | | 0.3 | | | (0.4) | | | |
| Other comprehensive income/(loss), net of tax | | | 1.6 | | | (3.1) | | | |
| Total comprehensive income/(loss) attributable to the owners of SIGNA Sports United N.V. | | | (178.5) | | | (204.8) | | | |
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*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Financial Position
Assets
| | | | | | | | | | | | | | | | | |
| | | |
| | | As of March 31, | | As of September 30, |
| EUR million | Note | | 2023 | | 2022 |
| Property, plant and equipment | | | 48.2 | | | 48.5 | |
| Right-of-use-assets | | | 128.3 | | | 139.6 | |
| Intangible assets and goodwill | | | 674.5 | | | 677.3 | |
| Investments accounted for using the equity method | | | 0.0 | | 0.0 |
| Other non-current financial assets | | | 9.2 | | | 5.1 | |
| | | | | |
| Non-current asset | | | 860.2 | | | 870.5 | |
| Inventories | 7.1 | | 257.4 | | | 299.0 | |
| Trade receivable | | | 28.2 | | | 25.1 | |
| Other current financial assets | | | 17.2 | | | 20.1 | |
| Other current assets | | | 50.5 | | | 51.8 | |
| Cash and cash equivalents | | | 35.4 | | | 43.0 | |
| Current assets | | | 388.6 | | | 439.0 | |
| Total assets | | | 1,248.9 | | | 1,309.5 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements
Interim Condensed Consolidated Statements of Financial Position
Equity and liabilities
| | | | | | | | | | | | | | | | | |
| | | As of March 31 | | As of September 30, |
| EUR million | Notes | | 2023 | | 2022 |
| Share capital | | | 46.5 | | | 46.5 | |
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| Capital reserve | | | 1,337.3 | | | 1,335.2 | |
| Retained earnings | | | (937.7) | | | (758.3) | |
| Other reserves | | | (4.5) | | | (6.1) | |
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| Total Equity | | | 441.6 | | | 617.3 | |
| Non-current provisions | | | 2.6 | | | 2.4 | |
| Non-current financial liabilities | 7.2 | | 469.5 | | | 317.2 | |
| Non-current Trade Payables | | | — | | | 0.6 | |
| Other non-current liabilities | | | 11.5 | | | 7.9 | |
| Deferred tax liabilities | | | 37.0 | | | 40.9 | |
| Non-current liabilities | | | 520.7 | | | 369.1 | |
| Current provisions | | | 3.3 | | | 1.0 | |
| Trade payables | | | 164.3 | | | 194.9 | |
| Other current financial liabilities | | | 44.8 | | | 42.4 | |
| Other current liabilities | | | 63.9 | | | 75.6 | |
| Contract liabilities | | | 10.3 | | | 9.3 | |
| Current liabilities | | | 286.5 | | | 323.1 | |
| Total liabilities | | | 807.2 | | | 692.2 | |
| Total equity and liabilities | | | 1,248.9 | | | 1,309.5 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements
Interim Condensed Consolidated Statements of Changes in Equity
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Capital Reserves | | Other Reserves | | | | |
| EUR million | Share capital | | | | | | Capital reserve | | Equity component of convertible
loans | | Currency conversion | | Cash flow hedges | | Retained earnings | | Group
equity |
| Balance as of Oct. 1, 2022 | 46.5 | | | | | | | 1,335.2 | | | — | | | (4.9) | | | (1.1) | | | (758.3) | | | 617.3 | |
| Total income/(loss) | — | | | | | | | — | | | — | | | — | | | — | | | (180.1) | | | (180.1) | |
Other comprehensive income/(loss), net of tax | — | | | | | | | — | | | — | | | 1.2 | | | 0.3 | | | — | | | 1.6 | |
Total comprehensive income/(loss) | — | | | | | | | — | | | — | | | 1.2 | | | 0.3 | | | (180.1) | | | (178.5) | |
| Equity Component Convertible Loan | — | | | | | | | — | | | 2.1 | | | — | | | — | | | — | | | 2.1 | |
| Equity-settled share-based payment | — | | | | | | | — | | | — | | | — | | | — | | | 0.7 | | | 0.7 | |
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| Balance as of March 31, 2023 | 46.5 | | | | | | | 1,335.2 | | | 2.1 | | | (3.7) | | | (0.8) | | | (937.7) | | | 441.6 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | Capital Reserves | | Other Reserves | | | | |
| EUR million | Share capital | | Share capital-not yet registered (convertible loan) | | Share capital- not yet registered
(NCI) | | Capital reserve | | Equity component of convertible
loans | | Currency conversion | | Cash flow hedges | | Retained earnings | | Group
equity |
| Balance as of Oct. 1, 2021 | 17.6 | | | 1.7 | | | 2.0 | | | 555.3 | | | 3.1 | | | 0.1 | | | (0.1) | | | (206.3) | | | 373.4 | |
| Total income/(loss) | — | | | — | | | — | | | — | | | — | | | — | | | — | | | (201.7) | | | (201.7) | |
| Other comprehensive income/(loss), net of tax | — | | | — | | | — | | | — | | | — | | | (2.7) | | | (0.4) | | | — | | | (3.1) | |
Total comprehensive income/(loss) | — | | | — | | | — | | | — | | | — | | | (2.7) | | | (0.4) | | | (201.7) | | | (204.8) | |
| Reclass Share capital and capital reserve | 3.6 | | | (1.7) | | | (2.0) | | | 3.1 | | | (3.1) | | | — | | | — | | | — | | | — | |
| Equity-settled share-based payment | — | | | — | | | — | | | — | | | — | | | — | | | — | | | 10.0 | | | 10.0 | |
| Issue of share capital | | | | | | | | | | | | | | | | | |
| PIPE Financing | 11.6 | | | — | | | — | | | 391.1 | | | — | | | — | | | — | | | — | | | 402.7 | |
| Yucaipa Merger | 1.5 | | | — | | | — | | | 108.6 | | | — | | | — | | | — | | | — | | | 110.1 | |
| Issue of ordinary shares related to business combinations | 4.0 | | | — | | | — | | | 287.0 | | | — | | | — | | | — | | | — | | | 291.0 | |
| Total issuance of share capital | 17.1 | | | — | | | — | | | 786.7 | | | — | | | — | | | — | | | — | | | 803.8 | |
| Recapitalization | 8.0 | | | — | | | — | | | (8.0) | | | — | | | — | | | — | | | — | | | — | |
| Transaction costs of the capital increase after taxes | — | | | — | | | — | | | (10.3) | | | — | | | — | | | — | | | — | | | (10.3) | |
| Balance as of March 31, 2022 | 46.4 | | | — | | | — | | | 1,326.8 | | | — | | | (2.5) | | | (0.6) | | | (397.9) | | | 972.2 | |
The accompanying notes are an integral part of these interim condensed consolidated financial statements.
Interim Condensed Consolidated Statements of Cash Flows
| | | | | | | | | | | | | | | | | |
| | | Six-months ended March 31, |
| EUR million | Note | | 2023 | | 2022* |
| Loss before taxes from continuing operations | | | (183.5) | | | (204.4) | |
| Profit/(Loss) before taxes from discontinued operations | | | 0.5 | | | (5.3) | |
| Loss before taxes for the total operations | | | (183.0) | | | (209.7) | |
| Adjustments for | | | | | |
| Depreciation, amortization and impairment | | | 27.9 | | | 21.5 | |
| Income from investments accounted for using the equity method | | | 0.8 | | | 0.6 | |
| Net finance costs | 6.5 | | 13.4 | | | (13.4) | |
| Equity-based compensation expense | 6.3 | | 3.0 | | | 9.1 | |
| Other non-cash income and expenses | | | (1.5) | | | (0.7) | |
| Listing expenses (IFRS 2 service charge) | 6.6 | | — | | | 121.9 | |
| Change in other non-current assets | | | (0.5) | | | 3.0 | |
| Change in other non-current liabilities | | | 4.8 | | | 5.6 | |
| Change in: | | | | | |
| Inventories | | | 39.7 | | | (44.7) | |
| Trade receivables | | | (3.2) | | | 3.3 | |
| Other current financial assets | | | 3.4 | | | 5.6 | |
| Other current assets | | | 1.2 | | | (5.3) | |
| Current provisions | | | 2.3 | | | (2.2) | |
| Trade payables | | | (30.6) | | | 0.6 | |
| Other current financial liabilities | | | (1.7) | | | — | |
| Other current liabilities | | | (12.7) | | | (44.3) | |
| Contract liabilities | | | 1.1 | | | (0.9) | |
| | | | | |
| Cash flow used in continuing operating activities | | | (136.2) | | | (144.7) | |
| Cash flow used in discontinued operating activities, net | | | 1.1 | | | (3.3) | |
| Net cash flow used in operating activities | | | (135.1) | | | (148.0) | |
| Purchase of intangible assets and property, plant and equipment | | | (16.7) | | | (20.4) | |
| | | | | |
| Acquisition of subsidiaries, net of cash acquired | | | — | | | (169.9) | |
| | | | | |
| Cash flow used in continuing investing activities | | | (16.7) | | | (190.2) | |
| Cash flow used in discontinued investing activities, net | | | — | | | (0.3) | |
| Net cash flow used in investing activities | | | (16.7) | | | (190.6) | |
| Proceeds from capital contributions | 8 | | — | | | 402.7 | |
| Transaction costs related to the Company Listing | 8 | | — | | | (10.3) | |
| Proceeds from the issue of convertible loans | 7.2 | | 100.0 | | | — | |
| | | | | |
| | | | | |
| Proceeds from financial liabilities from related parties | 7.2 | | 62.0 | | | — | |
| Proceeds of financial liabilities from financial institutions | | | 0.4 | | | 26.1 | |
| Repayment of financial liabilities to financial institutions | | | (0.8) | | | (77.5) | |
| Acquisition of non-controlling interests | | | (1.2) | | | — | |
| Proceeds from the recapitalization | 3 | | — | | | 23.6 | |
| | | | | |
| Repayment of other loans | | | — | | | (0.7) | |
| Payments for lease liabilities | | | (8.4) | | | (6.2) | |
| Interest paid | | | (6.9) | | | (1.2) | |
| Cash flow from continuing financing activities | | | 145.1 | | | 356.6 | |
| | | | | | | | | | | | | | | | | |
| Cash flow used in discontinued financing activities, net | | | (0.4) | | | (0.2) | |
| Net cash flow from financing activities | | | 144.6 | | | 356.4 | |
| Effect of exchange rate changes on cash and cash equivalents | | | (0.4) | | | 0.0 | |
| Change in cash and cash equivalents | | | (7.5) | | | 17.8 | |
| Cash and cash equivalents as of October 1 | | | 43.0 | | | 50.7 | |
| Cash and cash equivalents as of March 31 | | | 35.4 | | | 68.6 | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 11- Discontinued operations.
The accompanying notes are an integral part of these interim condensed consolidated financial statements
Selected Explanatory Notes to the Unaudited Interim Condensed Consolidated Financial Statements
1. General information
SIGNA Sports United Group (hereinafter also referred to as “the Company” or “the Group”), comprises the parent company SIGNA Sports United N.V. (“SSU N.V.”), Berlin, Germany, and its direct and indirect subsidiaries. The Company is registered in the Commercial Register of the Chamber of Commerce (Kamer van Koophandel) in the Netherlands under number 82838194 with its registered office in Berlin. The address of the registered office of the Company is Kantstraße 164, Upper West, 10623 Berlin, Germany. SIGNA Sports United Group is a leading e-commerce platform for various sporting goods brands in continental Europe. Its business activities focus on the Tennis, Bike, Outdoor and Teamsport sectors. The Group markets its products mainly via various online platforms as well as through individual physical stores where customers are offered various sports and lifestyle products.
Prior to December 14, 2021, SIGNA Sports United N.V. was a shell company with no active trade or business or subsidiaries and all relevant assets and liabilities as well as income and expenses were borne by SIGNA Sports United GmbH. Therefore, the comparable consolidated financial statements represent the consolidated financial statements of Signa Sports United GmbH (“SSU GmbH”) for all periods prior to December 14, 2021. For further details, see Note 3.
2. Basis of preparation and general principles
These unaudited interim condensed consolidated financial statements of the SIGNA Sports United Group have been prepared as of and for the six-months period ended March 31, 2023 and 2022.
The unaudited interim condensed consolidated financial statements are presented in euros which is the Group’s functional currency. Unless indicated otherwise, the amounts are presented in millions of euros (EUR million). Totals have been calculated on the basis of non-rounded euro amounts and may differ from a calculation based on the reported million euro amounts.
The unaudited interim condensed consolidated financial statements comprise interim condensed consolidated statements of loss and other comprehensive loss, interim condensed consolidated statements of changes in equity and interim condensed consolidated statements of cash flows for the six-months period ended March 31, 2023 and 2022. Also included are interim condensed consolidated statements of financial position as of March 31, 2023 and September 30, 2022.
These unaudited interim condensed financial statements have been prepared in accordance with International Accounting Standard IAS 34– “Interim Financial Reporting”. They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS standards and should be read in conjunction with the Group’s latest annual consolidated financial statements as of and for the year ended September 30, 2022. Selected information has been included to explain significant changes in the reporting period since the last annual financial statements and disclosures explicitly required by IAS 34. For further information on the scope of consolidation, including the six-months period ended March 31, 2023, refer to the consolidated financial statements of SIGNA Sports United GmbH as of and for the financial year ended September 30, 2022. Additionally, see note 8 “Business combinations” for further information in regard to the acquisitions of Tennis-Express LP, Houston, Texas/USA (“Tennis-Express”) and Mapil TopCo Limited, Portsmouth/UK (“Wiggle” or “the Wiggle Group”) within the previous financial year.
The consolidated financial statements have been prepared on a basis which assumes that the Group will continue as a going concern, and which contemplates the recoverability of assets and the satisfaction of the liabilities and commitments in the normal course of business.
The unaudited interim condensed consolidated financial statements were authorized by the management of SIGNA Sports United N.V. on June 28, 2023.
2.1 Going concern
As an emerging growth online sports retail company, the Company is still in progress towards reaching break-even in its business. The Company is subject to a number of risks similar to those of other emerging growth online sports retail companies. These risks include, among other things, the failure to maintain or grow the Company’s revenue or business, the risks associated with expanding into new geographic markets and negative developments in global and local economic conditions within the Company’s markets as well as the capital markets. The Company´s ongoing success and ultimately the attainment of profitable operations depends on future uncertain events which include, among other things, obtaining adequate financing to fund the Company’s net working capital requirements, meet debt service requirements, and continue to expand the business through merger and acquisition activities until the Company can generate sufficient revenues to support its operating cash requirements.
The Company has incurred operating losses since its inception. For the six-months period ended March 31, 2023, the Company incurred a net loss of €180.1 million of which €169.3 million are related to operating losses from continuing operations, resulting in an operating cash outflow of €136.2 million. As of March 31, 2023, the Company had generated an accumulated deficit of €937.7 million, had an equity position of €441.6 million, short term debt obligations of €4.7 million, and financial covenants related to maintaining available liquidity covenant at €30.0 million for each reporting period after March 31, 2023. Considering cash and cash equivalents as of March 31, 2023 of €35.4 million with short term debt obligations of €4.7 million and a covenant related to available liquidity, the Company has prepared cash flow forecasts and considered the cash flow requirement for the Company, principally focused on the twelve month period from the date of the approval of the unaudited interim condensed consolidated financial statements.
As at March 31, 2023, the Company had Cash and cash equivalents of €35.4 million and debt obligations of €107.7 million of which €4.7 million is due within the next 12 months and €102.9 million within the next 18 months. In addition, the Company is subject to a covenant which requires the Company to maintain available monthly liquidity of more than €30.0 million and net leverage ratio and consolidated adjusted EBITDA covenants which have been waived until September 2024. The Company has prepared cash flow forecasts and considered the cash flow requirement for the Company, principally focused on the twelve-month period from the date of the approval of the unaudited interim condensed consolidated financial statements.
As described in Note 7, on February 6, 2023, the Company received the SIGNA Holding Equity Commitment Letter from SIGNA Holding providing the Company with the right to issue and sell (put right) additional convertible bonds (“Additional Convertible Bonds”) to our affiliate SIGNA Holding, at the same terms and conditions as the ‘Initial Convertible Bonds’ (as defined in Note 7) for an aggregate additional principal amount of €130.0 million. Simultaneously we entered into an amendment agreement to the SIGNA Holding RCF I with SIGNA Holding on February 6, 2023 (the “SIGNA Holding RCF I Amendment”). The SIGNA Holding RCF I Amendment will be used to provide bridge financing to the Group in the amount of up to €50.0 million until the respective tranches of Additional Convertible Bonds have been issued and settled.
In addition, on June 26, 2023, the Group received a hard financing commitment from SIGNA Holding. Such financing commitment provides the Company with the right to issue and sell (put right) additional convertible bonds to SIGNA Holding, at the same terms and
conditions as the Initial Convertible Bonds issued on October 4, 2022, and the Additional Convertible Bonds issued on April 20, 2023
and June 27, 2023, respectively, in one or more tranches from October 1, 2023 until and including September 30, 2025 for an aggregate
additional principal amount of €150.0 million. The additional hard financing commitment from SIGNA Holding was required to address
the Company’s anticipated precarious liquidity situation in the Company’s fiscal year beginning October 1, 2023 and to partially fund the Company’s liquidity needs until September 2025.
Despite the additional hard financing commitment of €150 million from SIGNA Holding, the Company requires additional funding during the course of the next 12 months from the date of the approval of the unaudited interim condensed consolidated financial statements if it is unable to extend the maturity date of its € 100 million LBBW revolving credit facility which will become due in May 2024 to May 2025. Notwithstanding the hard financing commitments obtained from SIGNA Holding, the Company is working to extend the terms or refinance its revolving credit facility of € 100 million which falls due in May 2024. As a result of the situation described above, there is a material uncertainty that raises significant doubt about the Company’s ability to continue as a going concern as at the date of the approval of the unaudited interim condensed consolidated financial statements. If adequate funds are not available on a timely or reasonable basis or the company is unsuccessful in extending the loan repayment terms of loans maturing within 12 months from the date of the approval of the unaudited interim condensed consolidated financial statements, the Company’s current cash and cash equivalents will not be sufficient to fund its operations and therefore it may be unable to realize its assets and discharge its liabilities in its normal course of business.
Moving forward, the Company intends to implement measures aimed at managing personnel and infrastructure costs, focus on inventory
management, take advantage of procurement and other synergies from mergers in the past year and where possible, operate at a lower spending level by deferring specific logistics and IT projects as well as delaying any merger and acquisition plans. Furthermore, the Company plans to raise funds through further equity offerings, debt, or debt to equity financings as well as possibly dispositions. Despite
the Company’s efforts to obtain the necessary funding and improve profitability of its operations, there can be no assurance of its success in doing so, or obtaining the necessary funding in a timely manner or on acceptable terms.
The accompanying unaudited interim condensed consolidated financial statements for the six-months period ended March 31, 2023 have therefore been prepared on a going concern basis contingent upon the successful implementation of the plans described above. This contemplates the Company will continue its operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The unaudited interim condensed consolidated financial statements do not reflect any adjustments relating to the recoverability and classification of assets or the amounts and classification of liabilities that would be necessary, was the Company unable to continue as a going concern.
2.2 Russia-Ukraine War
With Russia's invasion of Ukraine, the geopolitical situation around the world intensified on February 24, 2022. The ongoing conflict in Eastern Europe and the imposed sanctions have led to significant global economic uncertainty followed by rising commodity prices and increased raw materials costs.
So far, the Russia-Ukraine war has not had a material impact on the Company’s supply chain as it does not have any supply relationships with companies in this region. Nevertheless, the war has indirectly contributed to widespread macro-economic uncertainty around the world, and especially in Europe where high inflationary pressures coupled with an energy crisis has resulted in rising energy prices for both companies and private households, increased cost of production and increased cost of materials. Consequently, this resulted in a deterioration of consumer sentiment and spending which impacted our revenue, cost of materials and adjusted EBITDA during the period.
The uncertainties about the future development of the war and its impact on the global economy remain and uncertainties in the global economy could have further adverse impacts on the Group and its supply chain, future sales as well as the Group’s assets.
3. DE-SPAC
On June 10, 2021, Yucaipa Acquisition Corporation (“Yucaipa”), SIGNA Sport United GmbH (“SSU GmbH”), SIGNA Sport United N.V. (formerly known as SIGNA Sports United B.V.), (“SSU N.V.”) Olympics I Merger Sub, LLC (“Merger Sub”) and SIGNA International Sports Holding GmbH entered into a Business Combination Agreement, contemplating several transactions, and in connection with which, Yucaipa would be merged with and into Merger Sub, with Merger Sub as the surviving company, SIGNA Sport United N.V. would be the ultimate parent company of SSU GmbH and SSU GmbH would consummate the acquisition of Mapil TopCo Limited (“Wiggle Group”) (altogether: “Business Combination”).
SSU N.V. was incorporated for the purpose of holding Merger Sub, SSU GmbH and Wiggle Group following the consummation of the Business Combination which occurred on December 14, 2021. Ordinary shares and warrants issued by SSU N.V. are listed on the New York Stock Exchange.
The merger of Yucaipa constituted a transaction by SSU N.V., which is accounted for within the scope of IFRS 2 as a “reverse recapitalization”.
As part of the transaction, former shareholders of Yucaipa (public shareholders, sponsors and directors) received 12,584,315 shares of SSU N.V. and 17,433,333 warrants (“SSU Warrants”) to purchase ordinary shares of SSU N.V. In exchange, SSU N.V. received the net assets held by Yucaipa, which had a fair value of €7.3 million upon closing of the transaction on December 14, 2021. The net assets included €23.6 million of cash and cash equivalents held in Yucaipa trust account, current liabilities of €5.7 million and €10.6 million deferred underwriting commissions. Upon closing of the Yucaipa Merger, Yucaipa Warrants were converted into SSU Warrants.
In accordance with IFRS 2, the difference between the fair value of the net assets contributed by Yucaipa and the fair value of equity instruments provided to former Yucaipa shareholders is treated as an expense, resulting in an €121.9 million share listing expense classified within the other operating expenses (see Note 6.5 and 6.6). The 17,433,333 SSU Warrants give the holder the right, but not the obligation, to subscribe to SSU N.V.'s shares at a fixed or determinable price for a specified period of time subject to the provision of the Warrant Agreement. Due to an option of cashless exercise of the SSU Warrants, which gives SSU N.V. a choice over how the warrant is settled with a settlement alternative, that results in SSU N.V. delivering a variable number of shares. Therefore, the SSU Warrants are accounted for as financial liabilities through profit and loss.
SSU N.V. raised an additional €402.7 million in net equity proceeds through a private placement of ordinary shares with existing shareholders of SSU GmbH and Yucaipa as well as new investors (“PIPE Financing”). The PIPE Financing is treated as a capital contribution, which resulted in increases of €11.6 million and €391.1 million to share capital and capital reserve, respectively.
Both the Yucaipa Merger and PIPE Financing closed as of December 14, 2021. Upon consummation of the transactions, SSU N.V. became a publicly traded corporation on the New York Stock Exchange under the ticker SSU. The SSU Warrants are traded under the ticker SSU.WS. SSU N.V. incurred incremental transaction costs directly attributable to the issuance of new shares to Yucaipa shareholders and the PIPE Financing of €5.9 million, which it netted against the equity proceeds as a reduction in capital reserve.
SSU N.V. also amended existing share-based compensation agreements held by employees of SSU GmbH prior to the Yucaipa Merger, in addition to making additional cash and share-based payments to key management personnel (see Note 6.3).
4. Effects of new IFRS applicable for the first time and in future periods
Standards applied for the first time in the current financial statements
The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group’s annual consolidated financial statements for the year ended September 30, 2022, except for the adoption of new standards effective as of 1 January 2023. The Group has not early adopted any standard, interpretation or amendment
that has been issued but is not yet effective. Several amendments apply for the first time in 2023, but do not have an impact on the interim condensed consolidated financial statements of the Group.
IFRS 17 Insurance Contracts- In May 2017, the IASB issued IFRS 17 Insurance Contracts, a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and disclosure. IFRS 17 replaces IFRS 4 Insurance Contracts
that was issued in 2005. The amendments had no impact on the Group’s interim condensed consolidated financial statements.
The IASB and the IFRS Interpretations Committee have issued amendments to IAS 1, IAS 8, and IAS 12, whose application was mandatory for financial years beginning on or after January 1, 2023, but which did not have any material effects on the unaudited interim condensed consolidated financial statements. For further information please refer to the consolidated financial statements of SSU GmbH as of and for the financial year ended September 30, 2022.
5. Summary of significant accounting judgements, estimates, and significant accounting policies
No significant changes in accounting estimates, management judgements and assumptions have occurred compared to the significant accounting judgements, estimates and assumptions discussed in the consolidated financial statements as of and for the financial year ended September 30, 2022.
Unless stated otherwise the unaudited interim condensed consolidated financial are presented on a basis consistent with the accounting policies and specific considerations set out in the consolidated financial statements for the Group as of and for the year ended September
30, 2022 and should be read in conjunction with these, as the unaudited interim condensed consolidated financial statements are an update of that information considering significant changes in the reporting period and disclosures explicitly required by IAS 34.
Income taxes
In interim periods for the six-months period ended March 31, 2023, and March 31, 2022, current and deferred taxes are determined based on the domestic tax rates and tax legislation of the Group’s components, which are enacted or substantively enacted at the reporting date.
Deferred taxes also include the recognition of assets for reductions in tax resulting in subsequent years from the expected use of existing unused tax losses (or similar items), as far as the realization can be expected with a sufficient degree of certainty.
The Group’s consolidated effective tax rate for the six-months period ended March 31, 2023, was 1.6% (six-months period ended March 31, 2022: 3.9%). The effective tax rate is affected by a lower recognition of deferred tax assets due to decreased trade and corporate tax loss carryforwards.
6. Notes to the Consolidated statements of Loss and Other Comprehensive Loss
6.1. Revenue
| | | | | | | | | | | |
| Six-months ended March 31, |
| EUR million | 2023 | | 2022* |
Revenue from the sale of merchandise | 437.7 | | | 445.8 | |
Revenue from the sale of services | 3.7 | | | 3.3 | |
| Total | 441.4 | | | 449.1 | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
Revenue in the prior six-months period ended March 31, 2022 includes 3 months of revenues from Wiggle and Tennis Express which were acquired on December 14, 2021, and January 1, 2022, respectively. Effects from seasonality have an impact on reported revenues, given that, in particular, bike and outdoor as well as tennis activities have their high season in spring and summer. As a result, the SIGNA Sports United Group generates a high proportion of its revenues and operating income during the third and fourth quarters of their financial year. Additionally, weather conditions during this time of the year have an impact on the business and sports events can have a particular effect on revenues. For instance, the success of major sport stars and teams can boost sales. Furthermore, overall inflation and changes in macroeconomic conditions can impact consumer spending.
Information on major customer
No individual customer exceeded 10% of the revenues of SIGNA Sports United Group in the six-months period ending on March 31, 2023, and 2022. The following table shows the geographical breakdown of external revenues:
| | | | | | | | | | | | | | | | | | | | | | | |
| EUR million | Tennis | | Bike & Outdoor | | Teamsport | | Revenue for the six-months period ended March 31, 2023 |
| Germany | 26.9 | | | 66.6 | | | 13.4 | | | 106.9 | |
| Switzerland | 3.8 | | | 24.5 | | | 3.4 | | | 31.6 | |
| United Kingdom | 3.4 | | | 82.0 | | | — | | | 85.4 | |
| Austria | 5.2 | | | 6.5 | | | 0.3 | | | 12.0 | |
| France | 13.9 | | | 26.6 | | | 1.3 | | | 41.8 | |
| United States of America | 48.1 | | | 7.1 | | | — | | | 55.2 | |
| Rest of the world | 26.3 | | | 80.1 | | | 2.0 | | | 108.5 | |
| Total | 127.7 | | | 293.4 | | | 20.4 | | | 441.4 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| EUR million | Tennis | | Bike & Outdoor | | Teamsport | | Revenue for the six-months period ended March 31, 2022* |
| Germany | 27.2 | | | 77.5 | | | 16.1 | | | 120.8 | |
| Switzerland | 3.4 | | | 28.5 | | | 2.8 | | | 34.8 | |
| United Kingdom | 4.1 | | | 59.3 | | | — | | | 63.4 | |
| Austria | 5.0 | | | 9.0 | | | — | | | 13.9 | |
| France | 14.5 | | | 41.2 | | | 1.0 | | | 56.8 | |
| United States of America | 30.9 | | | 4.2 | | | — | | | 35.1 | |
| Rest of the word | 22.1 | | | 99.3 | | | 2.9 | | | 124.4 | |
| Total | 107.3 | | | 319.0 | | | 22.8 | | | 449.1 | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
6.2. Cost of material
The increase in the cost of materials is primarily due to the acquisitions of Wiggle Group and Tennis-Express in the second quarter of the previous financial year. In addition the Group initiated in the second quarter of the financial year a reshaping of the inventory portfolio resulting in additional costs being recognised in relation to stock cleared during the period of €20.8 million.
6.3. Personnel expenses and share-based compensation
| | | | | | | | | | | |
| Six-months ended March 31, |
| EUR million | 2023 | | 2022* |
| Wages and salaries | (65.3) | | | (52.0) | |
| Social contribution | (11.4) | | | (10.3) | |
| Other personnel expenses | (9.9) | | | (14.0) | |
| Total | (86.6) | | | (76.2) | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
The increase in wages and salaries is primarily due to the acquisitions of Wiggle Group and Tennis-Express in the second quarter of the previous financial year.Other personnel expenses include €3.02 million share-based compensation expenses primarily relating to the new LTI Plans (see note below “Long-Term Incentive Plan”) which were introduced during the six-months period ended on March 31, 2023. In the prior financial year, personnel expenses included €9.06 million share-based compensation expenses which were mainly attributable to key management personnel as part of the Yucaipa Merger (see Note 6.6), resulting in an over all decrease in other personnel expenses as compared to the previous half-year.
Long-Term Incentive Plan (LTI Plan)
The board of directors of SIGNA Sports United N.V. can grant awards under the Long-Term Incentive Plan (“LTI Plan”) to eligible employees. The awards can be in the form of e.g., stock options or restricted stock units (“RSUs”). Stock options give the right to purchase ordinary shares at an agreed exercise price and within an agreed exercise period. RSUs give the right to receive ordinary shares on the exercise date.
On December 31, 2022, the board of directors offered to eligible employees the participation in the LTI Plan for the financial years ending September 30, 2022 (“FY 21/22”) and September 30, 2023 (“FY 22/23”). The employees could choose one of two options until January 31, 2023:
•Option 1 – participation in the Equity Plan
•Option 2 – participation in the Cash Plan
The choice could only be made uniformly for the FY 21/22 and FY 22/23, i.e., there was no possibility to choose Option 1 for the FY 21/22 and Option 2 for the FY 22/23.
The LTI Plan for the FY 21/22 and the FY 22/23 have, however, not yet become legally effective. The acceptance of the terms and conditions by the employees is still outstanding. Thus, a grant date in the meaning of IFRS 2 did not yet occur. But the employees have already begun rendering services in respect of the LTI Plan. Since IFRS 2 requires to recognize the services when received, a provisional fair value was measured as of March 31, 2023. Once the grant date has been established, the fair value will be revised.
For the LTI Plan 21/22 an expense of €1.7 million was recognized against equity and an expense of €0.7 million against liability for the financial half year ending March 31, 2023. The liability recognized at March 31, 2023 amounts to €0.7 million.
For the LTI Plan 22/23 an expense of €1.1 million was recognized against equity for the financial half year ending March 31, 2023.
Equity Plan
Under the Equity Plan, an individual grant value is defined for each employee. The grant value is converted into a number of stock options and / or RSUs. Tier 1 employees receive 60 % of the grant value in stock options and 40 % in RSUs. Tier 2 employees receive 100 % of the grant value in RSUs.
For the FY 21/22 the stock options and RSUs vest in three installments on each of the two-, three- and four-year anniversaries of December 15, 2021 as follows: 50 % on December 15, 2023, 25 % on December 15, 2024 and 25 % on December 15, 2025 subject to continuous service. The stock options become exercisable after vesting and have an exercise price of $10.00. They expire on the ten-year anniversary of September 16, 2022. The RSUs are exercised automatically within 60 days after vesting. In case of a good leaver event before December 15, 2023, 25 % of the grant value is paid in cash. A voluntary termination of employment by the employee is considered a good leaver event.
For the FY 22/23 the stock options and RSUs vest in four equal installments on each of the one-, two-, three- and four-year anniversaries of November 15, 2022 subject to continuous service. The exact conditions for the exercise of the stock options and RSUs are yet to be decided by the board of directors.
The Equity Plan is accounted as an equity-settled share-based payment except for the first 25 % of the grant value for the FY 21/22. Since the first 25 % of the grant value for the FY 21/22 will be paid in cash in case of a good leaver event before December 15, 2023, it is accounted as a combined financial instrument.
The number of stock options that will be granted for the FY 21/22 is estimated to be 183,687 with a total fair value of €0.2 million. The fair value has been measured using a Monte-Carlo model with the following assumptions.
| | | | | |
| 31 March, 2023 |
| Expected maturity | 9.5 years |
| Share price | $ | 4.62 | |
| Risk-free rate | 3.48 | % |
| Exercise price | $ | 10.00 | |
| Volatility | 37.90 | % |
| Dividend yield | — | % |
| Fair value | $ | 1.01 | |
The volatility was determined as the historical volatility of a peer group. The earliest exercise is assumed when the last installment has been vested, i.e., December 15, 2025. A minimum threshold for the share price of $12.00 at the time of exercise was assumed that decreases linearly until the expiration of the stock options.
The number of RSUs that will be granted for the FY 21/22 is estimated to be 159,840 with a total fair value of €0.7 million. The fair value has been measured as the share price of $4.62 at March 31, 2023.
The first 25 % of the grant value for the FY 21/22 that is accounted for as a combined financial instrument as the settlement choice is made by the employee and is fully vested at March 31, 2023. Therefore, a liability was recognized in the full amount.
For the FY 22/23 the number of stock options and RSUs is not yet determined. They are therefore measured at the amount of the grant value which is estimated to be in total €1.7 million.
Cash Plan
Under the Cash Plan, an individual grant value is defined for each employee. The grant value will be paid in cash. However, the board of directors of SIGNA Sports United N.V. have the choice to settle the grant value in ordinary shares if – at the time of settlement – the shares have been traded at a trading volume that will expectedly allow the employees to readily sell the relevant number of shares in the open market.
For the FY 21/22 the grant value vests in four equal installments on each of the one-, two-, three- and four-year anniversaries of December 15, 2021 subject to continuous service. The cash payment for all installments becomes due and payable on December 15, 2025. In case of a good leaver event, the cash payment for the vested part of the grant value is made when the leaver event occurs.
For the FY 22/23 the grant value vests in four equal installments on each of the one-, two-, three- and four-year anniversaries of November 15, 2022 subject to continuous service. The cash payment for all installments becomes due and payable on November 15, 2026. In case of a good leaver event, the cash payment for the vested part of the grant value is made when the leaver event occurs.
The Cash Plan is accounted as an equity-settled share-based payment because the board of directors has a settlement choice, and no present obligation to settle in cash exists at the reporting date March 31, 2023.
The total grant value for the FY 21/22 amounts to €4.1 million, and for the FY 22/23 it is estimated to be €4.6 million.
6.4. Other operating expenses
| | | | | | | | | | | |
| Six-months ended March 31, |
| EUR million | 2023 | | 2022* |
| Expenses for logistics and packaging | (57.2) | | | (51.3) | |
| Marketing expenses | (33.3) | | | (37.9) | |
| Expenses for warehousing, rents and similar expenses | (5.4) | | | (5.5) | |
Charges for payment services | (8.7) | | | (7.6) | |
Legal and consulting fees | (23.0) | | | (38.9) | |
| IT expense | (11.9) | | | (10.3) | |
| Administrative expenses | (7.7) | | | (5.0) | |
| Temporary workers and other personnel related expenses | (4.6) | | | (5.9) | |
| ECL allowance | (1.7) | | | 0.0 |
| Share listing expense (IFRS 2) | — | | | (121.9) | |
| Other | (3.2) | | | (2.9) | |
| Total | (156.6) | | | (287.2) | |
There were no share listing expense incurred in the current year. In the previous year, share listing expense of €121.9 million was incurred in relation to the Yucaipa Merger (See Note 6.6). Similarly, legal and consulting fees decreased from the prior year due to one time expenses which includes accounting, consulting, IPO readiness audits and legal fees associated with the Yucaipa Merger (See Note 6.6).
6.5. Finance income and cost
| | | | | | | | | | | |
| Six-months ended March 31, |
| EUR million | 2023 | | 2022* |
| Finance income | | | |
| Interest income | 0.2 | | | 5.1 | |
| Other financial income | 6.6 | | | 12.0 | |
| Total | 6.8 | | | 17.0 | |
| | | |
| Finance cost | | | |
| Interest expense for financial liabilities carried at amortized cost | (11.5) | | | (1.9) | |
| Other financial expenses | (6.9) | | | (1.2) | |
| Interest expense for lease liabilities (IFRS 16) | (1.7) | | | (0.5) | |
| Total | (20.2) | | | (3.6) | |
| Net finance income (costs) | (13.4) | | | 13.4 | |
For the six-months period ended March 31, 2023 the other financial income includes €1.6 million (2022: €11.0 million) due to the revaluation of the warrants (see Note 6.6) as well as €3.9 million (2022: €3.9 million) due to the revaluation of the put option liabilities for Tennis Express and Midwest Sports.
For the six-months period ended March 31, 2023 the interest expense for financial liabilities carried at amortized cost includes interest of €6.4 million (2022: nil) on the Convertible Bonds issued to our affiliate SIGNA Holding (see Note 7.1), €2.8 million (2022: €1.5 million) on the LBBW RCF and €2.0 million (2022: nil) on the SIGNA Holding Loan (see Note 7.1). Other financial expenses include currency losses of €6.5 million (2022: €0.8 million) mainly resulting from intercompany balances denominated in a currency other than the functional currency of the intercompany.
6.6. Share listing expense and change in fair value of warrant liabilities
As described in Note 3, the Yucaipa Merger led to a Share listing expense. SSU N.V. issued shares with a fair value of €110.1 million to Yucaipa shareholders, comprised of the fair value of SSU N.V. shares, that were issued to Yucaipa shareholders of €8.75 per share (Yucaipa’s closing price as of December 14, 2021). In exchange, SSU N.V received the identifiable net assets held by Yucaipa, which had a fair value upon closing of €7.3 million, comprising of investments held in Yucaipa’s trust account partly offset by current liabilities by
Yucaipa, deferred underwriting commissions and financial liabilities in the amount of €19.0 million accounted for the 17,433,333 Yucaipa Warrants considering a fair value of the warrants of €1.09 per warrant (price of Yucaipa Warrants at Closing of the Yucaipa Merger in EUR; closing price in USD as the denominated currency was USD 1.24). The excess of the fair value of the equity instruments issued over the fair value of the identified net assets contributed, represents a non-cash expense in accordance with IFRS 2. This one-time expense as a result of the Yucaipa Merger, in the amount of €121.9 million, is recognized as Share listing expense in other operating expenses within the Consolidated Statement of Profit or Loss. Details of the calculation of the Share listing expense are as follows:
| | | | | | | | | | | | | | |
| EUR million, except per share data | | | | |
| Shares to be issued by TopCo to Yucaipa | | A | | 12.6 | |
| Yucaipa's closing price per share as of December 14, 2021 | | B | | 8.8 | |
| Fair value of shares deemed issued (A x B) | | C | | 110.1 | |
| Yucaipa's net assets | | D | | 7.3 | |
| Fair value of the deemed issued Warrants | | E | | 19.0 | |
| Excess of Fair value of shares over Yucaipa's net assets acquired incl. Warrants (C - D + E) | | F | | 121.9 | |
Upon closing of the Yucaipa Merger, Yucaipa Warrants were converted into SSU Warrants. The financial liability for the SSU Warrants is accounted for at fair value through profit and loss. The financial liability of the warrants are contained within the non-current financial liabilities line item in the statement of financial position and amounts to €2.2 million as at March 31, 2023 and €3.8 as at September 30, 2023. The fair value of warrants decreased from €0.22 per warrant as of September 30, 2022 to €0.13 per warrant as of March 31, 2023. The result is a decrease in fair value of warrant liabilities of €1.6 million for the period (2022: an increase in the fair value of the warrant liabilities of €8.0 million).
6.7. Earnings per share (“EPS”)
Basic earnings/(loss) per share has been calculated by dividing the profit/(loss) for the year from continuing operations attributable to ordinary equity holders of the parent by the weighted average number of common shares outstanding during the period.
Diluted loss per share is computed using the weighted-average number of outstanding shares and excludes all potential shares outstanding during the period, as their inclusion would be anti-dilutive. The Group’s potential shares consist of incremental shares issuable in relation to the Earn-out agreement entered into with SISH and Yucaipa and upon the assumed exercise of share options as well as the already granted but not yet vested employee shares as part of the one-time IPO bonus and the key management personnel LTI Plan, as well as the conversion option for the convertible loan.
The calculation of earnings/(loss) per share is as follows:
| | | | | | | | | | | |
| Six-months ended March 31, |
| 2023 | | 2022* |
| Earnings | | | |
| Earnings for the purposes of basic earnings per share being net profit attributable equity holders of the parent entity from continuing operations in EUR millions | (180.5) | | | (196.4) | |
| Number of shares in millions | | | |
| Weighted average number of ordinary shares for the purposes of basic earnings per share | 338.6 | | | 204.5 | |
| Basic and diluted loss per share from continuing operations in EUR | (0.5) | | | (1.0) | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
The increase in the weighted average number of ordinary shares is attributable to the additional shares issued in connection with the Wiggle acquisition, the employee bonus program, the employee shares IPO, the SSU management IPO bonus, the Wiggle management exit bonus, the CEO stock options and the key employee LTI RSUs and stock options.
Potential dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive are as follows:
| | | | | | | | | | | |
| Six-months ended March 31, |
| in millions of shares | 2023 | | 2022 |
| Earn-out shares | 51.0 | | | 51.0 | |
| Employee options | 0.6 | | | 1.3 | |
| Key employee LTI RSUs and options | 0.3 | | | — | |
| Board LTI RSUs | 0.3 | | | 1.8 | |
| Convertible loan | 10.2 | | | — | |
For the 0.3 million key employee LTI RSUs and options, the 0.3 million Board LTI RSUs and the 10.2 million convertible loan conversion the vesting conditions are not met as of March 31, 2023.
7. Notes to the Consolidated Statements of Financial Position
7.1. Inventories
| | | | | | | | | | | | | | |
| | March 31, 2023 |
| EUR million | | 2023 | | 2022 |
| Raw materials and supplies | | 0.2 | | | 0.4 | |
| Merchandise | | 247.9 | | | 291.8 | |
| Right of return assets | | 9.3 | | | 6.7 | |
| Total | | 257.4 | | | 299.0 | |
Merchandise mainly consists of Bike & Outdoor and Tennis products.
In the six-months period ended March 31, 2023, inventories of €347.5 million (2022: €286.1 million) were recognized as an expense during the year and included in ‘cost of material’. Included in cost of material is a one time write-down of inventories to net realizable value amounted to €20.8 million (2022: nil) due to initiatives introduced focusing on product and portfolio realignment. These were recognized as an expense and included in cost of material in the consolidated statements of profit or loss.
7.2. Non-current financial liabilities
On May 5, 2021, the Group entered into a long-term syndicated financing to further strengthen the Group’s development and growth potential. The financing includes a revolving facility with a maximum amount of €100.0 million. As of March 31, 2023, the Group utilized €100.0 million from the facility. Due to a formal covenant breach during the second quarter of the prior financial year an amendment agreement was entered on May 30, 2022, and the formal covenant breach was cured. On January 26, 2023, we received additional waivers from the lenders under the LBBW Revolving Credit Facilities (RCF) waiving the requirement to comply with the net leverage covenant through the period ending June 2024 and the minimum EBITDA covenant for the testing period ending on September 30, 2023 and maintaining the available liquidity covenant at €30.0 million for each testing date after March 31, 2023.
On May 3, 2022, and July 25, 2022, the Group entered into two long-term financing agreements with SIGNA Holding GmbH in the form of two Revolving Credit Agreements (RCF 1 and RCF 2) in the amount of €50.0 million each. As of March 31, 2023, an aggregate of €100.5 million (as of September 30, 2022, €80.0) have been drawn from both RCF 1 and RCF 2 combined.
On September 28, 2022, the Company entered into the Subscription Agreement with our affiliate SIGNA Holding to issue €100.0 million aggregate principal amount of initial convertible bonds (the “Initial Convertible Bonds”) to SIGNA Holding with a closing date on October 4, 2022. The Initial Convertible Bonds mature on October 4, 2028 and are divided into bonds in bearer form with a principal amount of €1.0 million each. The Initial Convertible Bonds bear Quarterly Interest as well as Paid In Kind (PIK) Interest. Interest is payable from October 4, 2022, at a rate of three-month EURIBOR plus 4% per annum (which will increase to 5% per annum and 6% per annum on October 4, 2026 and October 4, 2027 respectively). PIK Interest accrues from October 4, 2022 at a rate of 7% per annum (which will increase to 8% per annum and 9% per annum on October 4, 2026 and October 4, 2027, respectively) as if it were payable quarterly in arrears on each interest payment date.
Bondholders may convert the Initial Convertible Bonds at any time into fully paid ordinary shares of the Company with a nominal value of €0.12 each. The initial conversion price for the Initial Convertible Bonds is €10.3686 (Initial Convertible Bonds). Bondholders have the right to increase the principal amount of the Initial Convertible Bonds by an additional aggregate principal amount of up to €200.0 million as of closing of the convertible bond issuance and until and including Sept. 30, 2023 in one or more tranches with minimum denominations of €1.0 million (Upsize option). In December 2022 the Initial Convertible Bonds were sold and transferred to the Company’s affiliate SIGNA European Invest Holding AG, another affiliate of SISH.
On February 6, 2023, the Company received a financing commitment (the “SIGNA Holding Equity Commitment Letter”) from SIGNA Holding. The commitment provides the Company with the right to issue and sell (put right) Additional Convertible Bonds to our affiliate
SIGNA Holding, at the same terms and conditions as the Initial Convertible Bonds, in one or more tranches until and including September 30, 2024 for an aggregate additional principal amount of €130.0 million of newly issued convertible bonds. Simultaneously with signing the SIGNA Holding Equity Commitment Letter, we entered into an amendment agreement to the SIGNA Holding RCF I with SIGNA Holding on February 6, 2023 (the “SIGNA Holding RCF I Amendment”). The purpose of the SIGNA Holding RCF I Amendment is to provide us with a bridge financing in the amount of up to €50.0 million until the respective tranches under the Additional Convertible Bonds have been issued and settled. Any amounts drawn under the additional €50.0 million in funding available to us under the amended SIGNA Holding RCF I will be repaid by issuing Additional Convertible Bonds in accordance with the terms and conditions of the SIGNA Holding Equity Commitment Letter to SIGNA Holding. As of March 31, 2023, €42.0 million of the bridge financing have been drawn. (Refer to Note 2.1 Going concern).
Liabilities to financial institutions mainly consist of borrowings by certain entities of the Group under lines of credit with clearing banks. The average interest rate on the borrowings at Sept. 30, 2023 was 8.4% (2022: 3.4%). Liabilities to financial institutions are secured by inventories.
8. Business combinations
There were no business combinations entered into in the six-months period ended March 31, 2023.
The following strategic business combinations were made to form the SIGNA Sports United Business in the six-months period ended March 31, 2022:
Acquisition of Wiggle Group
On December 14, 2021, SSU GmbH completed the acquisition of 100% of the issued shares in Wiggle Group, a UK headquartered online cycling and multisport specialist, for a total consideration of €510.8 million. The strategic investment is intended to strengthen the Company’s activities in the Bike & Outdoor business segment and to extend the Company’s internationalization strategy. The operating results and assets and liabilities of the acquired company are consolidated from December 14, 2021. Acquisition-related costs in the amount of €0.2 million were reported within other operating expenses.
Details of the consideration transferred on acquisition date:
| | | | | | | | |
EUR million | | |
| Cash Consideration | | 236.0 | |
| Equity Consideration | | 274.8 | |
| | |
| Total consideration | | 510.8 | |
The following table illustrates the recognized assets and (liabilities) assumed at the date of the acquisition:
| | | | | | | | |
| EUR million | | Fair value at the time of acquisition |
| Property, plant and equipment | | 9.5 | |
| Right-of-use-assets | | 24.8 | |
| Identifiable intangible assets | | 202.0 | |
| Inventories | | 78.0 | |
| Trade receivables | | 0.7 | |
| Other current financial asset | | 2.4 | |
| Other current assets | | 11.2 | |
| Cash and cash equivalents | | 45.8 | |
| Non-current provisions | | (3.1) | |
| Non-current financial liabilities | | (98.0) | |
| Deferred tax liabilities | | (28.5) | |
| Trade payables | | (41.2) | |
| Other current financial liabilities | | (2.0) | |
| Other current liabilities | | (69.6) | |
| Contract liabilities | | (1.7) | |
| Total identifiable net assets acquired | | 130.3 | |
| Consideration transferred | | 510.8 | |
| Goodwill | | 380.4 | |
The goodwill is attributable mainly to the synergies expected to be achieved from integrating the Wiggle Group into the Group’s existing bike and outdoor business as well as from the expansion of existing business activities and the expected benefits from the expansion into new markets and business segments. Therefore, an amount of €61.2 million of the originally recognized Goodwill of €380.4 million was allocated to the group of CGUs Internetstores. Subsequently, an impairment loss which was fully allocated to goodwill of €243.7 million was recognized during the financial year ended September 30, 2022. None of the goodwill recognized is expected to be deductible for tax purposes.
The fair value of the trademarks was determined using the relief from royalty method. The fair value allocated to customer relationships was determined using the “Multi-Period Excess Earnings Method”.
From the acquisition date on December 14, 2021 to March 31, 2022, the Wiggle Group contributed revenue of €80.0 million and loss of €7.2 million to the Group’s results for the six-months period ended March 31, 2022. If the acquisition had taken place on October 1, 2021, management estimates that the contribution to the consolidated revenue and consolidated loss would have been €152.6 million and €59.5 million, respectively. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on October 1, 2021.
Acquisition of Tennis Express
On January 1, 2022, the Company acquired 66.66 % of the issued shares in Tennis Express, a full-service tennis specialty retailer based in Houston, Texas. The strategic investment is intended to strengthen the activities in the Tennis business segment and to extend the Group internationalization strategy. The purchase price paid in cash amounted to €3.6 million and also consists of equity instruments in the amount of €16.9 million. At the time of the acquisition, the Company and the non-controlling shareholders entered into a nearly symmetrical put call options that are classified as a synthetic forward transaction. Under these options, the Group is obligated to acquire the remaining 33.34% of non-controlling interests for a contractually agreed consideration no later than the expiry of the options on February 29, 2024. The expected payment resulting from the put option liability at the acquisition date is €12.9 million. The Group has applied the anticipated acquisition method, whereby the put option liability is viewed as part of the consideration transferred and no non-controlling interest is recognized. Acquisition-related costs in the amount of €0.1 million were reported within other operating expenses.
The following table illustrates the recognized assets and (liabilities) assumed at the date of the acquisition:
| | | | | | | | |
| EUR million | | Fair value at the time of acquisition |
| Property, plant and equipment | | 0.1 | |
| Right-of-use-assets | | 0.2 | |
| Identifiable intangible assets | | 7.1 | |
| Inventories | | 9.1 | |
| Trade receivables | | 0.1 | |
| Other current assets | | 1.4 | |
| Cash and cash equivalents | | 0.6 | |
| Deferred tax liabilities | | (1.8) | |
| Tax liabilities | | (1.1) | |
| Trade payables | | (3.2) | |
| Other current liabilities | | (2.6) | |
| Total identifiable net assets acquired | | 9.9 | |
| Consideration transferred | | 31.3 | |
| Goodwill | | 21.4 | |
The goodwill is attributable mainly to the synergies expected to be achieved from integrating Tennis Express into the Group’s existing tennis business as well as from the expansion of existing business activities and the expected benefits from the expansion into new markets and business segments. Therefore, the recognized Goodwill of €21.4 million was fully allocated to the group of CGUs Tennis US. None of the goodwill recognized is expected to be deductible for tax purposes.
From the acquisition date on January 1, 2022, to March 31, 2022, Tennis Express contributed revenue of €44.5 million and loss of €6.8 million to the Group’s results for the six-months ended March 31, 2022. If the acquisition had taken place on October 1, 2021, management estimates that the contribution to the consolidated revenue and consolidated loss would have been €26.6 million and €1.8 million, respectively. In determining these amounts, management has assumed that the fair value adjustments, determined provisionally, that arose on the date of acquisition would have been the same if the acquisition had occurred on October 1, 2021.
9. Financial risk management
The following section provides additional information on the significance of financial instruments and on individual items of the consolidated statements of financial position and the consolidated statements of profit or loss and other comprehensive income with respect to financial instruments.
The following table shows the reconciliation of the consolidated statements of financial position items to the relevant classes of financial instruments as of March 31, 2023 and 2022, broken down by the carrying amount and fair value of the financial instruments and the allocation of the consolidated statements of financial position items to the measurement categories.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| EUR million | | Measurement category in accordance with IFRS 9 | | Balance sheet carrying amount as of March 31, 2023 | | Fair value hierarchy | | Fair value |
| Financial asset | | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| Other non-current financial assets | | AC | | 9.2 | | | 2 | | 9.2 | |
| Trade receivables | | AC | | 28.2 | | | n/a | | 28.2 | |
| Other current financial assets | | | | 17.2 | | | n/a | | 17.2 | |
| of which from the positive fair values of derivative financial instruments in cash flow hedge accounting | | Hedge Accounting | | 0.1 | | | 2 | | 0.1 | |
| of which from financial assets | | AC | | 17.0 | | | n/a | | 17.0 | |
| Cash and cash equivalents | | AC | | 35.4 | | | n/a | | 35.4 | |
| Financial liabilities | | | | | | | | |
| Non-current financial liabilities | | | | 469.5 | | | | | 252.5 | |
| of which to financial institutions | | AC | | 102.9 | | | 2 | | 101.4 | |
| of which other loans | | AC | | 0.9 | | | 2 | | 0.9 | |
| of which from lease liabilities | | n/a | | 113.7 | | | n/a | | n/a |
| of which with related companies and persons | | AC | | 142.0 | | | 2 | | 147.9 | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| of which convertible liabilities | | AC | | 107.8 | | | 2 | | 105.8 | |
| of which warrants | | FVPL | | 2.2 | | | 1 | | 2.2 | |
| Trade payables | | AC | | 164.3 | | | n/a | | 164.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| EUR million | | Measurement category in accordance with IFRS 9 | | Balance sheet carrying amount as of March 31, 2023 | | Fair value hierarchy | | Fair value |
| Other current financial liabilities | | | | 44.8 | | | | | 44.8 | |
| of which to financial institutions | | AC | | 4.7 | | | n/a | n | 4.7 | |
| of which from lease liabilities | | n/a | | 21.1 | | | n/a | | n/a |
| of which from the negative fair values of derivative financial instruments in cash flow hedge accounting | | Hedge Accounting | | 1.5 | | | 2 | | 1.5 | |
| of which from other financial liabilities | | AC | | 17.5 | | | n/a | | 17.5 | |
The fair values were determined on the basis of the market conditions prevailing at the end of the reporting period and the valuation techniques described. The fair values correspond to the prices that would be obtained for the sale of an asset or for the transfer of a liability between market participants in an arm’s length transaction. There were no material changes in the valuation methods applied compared to the previous year.
Cash and cash equivalents, trade receivables and payables and other financial assets and liabilities mainly have short-term residual terms. Therefore, the carrying amounts at the end of the reporting periods correspond approximately to the fair values. In addition, an appropriate impairment loss was recognized for trade receivables if there were objective indications of impairment.
The measurement and presentation of the fair values of financial instruments are based on the fair value hierarchy, which reflects the significance of the parameters used for measurement.
There were no reclassifications between Level 1, Level 2 and Level 3 in the six-months period ended March 31, 2023 and 2022.
10. Discontinued operations
In September 2022, management concluded on the discontinuation of its retail business ‘Stylefile’ within Publikat. The decision to discontinue Stylefile was driven mainly by its historical performance and expected business forecasts in the absence of further capital investments and opportunity costs. Consequently, the Company is reporting its Stylefile business line as a discontinued operation.
On November 21, 2022, the Group entered into an ‘Asset Sale and Purchase Agreement - ASPA’ to sell specific assets (mainly inventories, trademarks/domains and customer relationships) from its discontinued Stylefile business. The expected closing date of this agreement is July 31, 2023. For the period from November 1, 2022, until the closing date July 31, 2023, a ‘Transitional Service Agreement - TSA’ has been signed with the purchaser. According to the TSA, Publikat will resume the operations of Stylefile on behalf of the buyer until the transaction is finalized on the expected closing date of July 31, 2023. Accordingly, the Group no longer bears the economic risk or the profits/losses from the sales activities for Stylefile as of November 1, 2022.
All Stylefile related accounts receivable and accounts payable in connection to the TSA are included in the consolidated financial statements as of March 31, 2023.
Discontinued operations are presented separately from continuing operations in the consolidated statements of profit or loss and other comprehensive income and consolidated statements of cash flows. | | | | | | | | | | | | | | |
| | Six-months ended March 31, |
| EUR million | | 2023 | | 2022 |
| Results of discontinued operations | | | | |
| Revenue | | 4.1 | | | 32.3 | |
| Own work capitalized | | — | | | 0.1 | |
| Other operating income | | 1.7 | | | 0.1 | |
| Cost of material | | (1.8) | | | (18.7) | |
| Personnel expense | | (3.5) | | | (5.3) | |
| Other operating expenses | | 0.6 | | | (11.7) | |
| Depreciation and amortization | | (0.4) | | | (0.8) | |
| | | | |
| Operating result | | 0.7 | | | (4.1) | |
| Finance result | | (0.3) | | | (1.2) | |
| | | | |
| | | | |
| Earnings before taxes (EBT) | | 0.5 | | | (5.3) | |
| Income tax expense/benefit | | — | | | — | |
| Loss for the period attributable to the owners of SIGNA Sports United GmbH | | 0.5 | | | (5.3) | |
| | | | |
| | | | |
| Loss per share | | | | |
| Basic earnings/(loss) per share | | 0.0 | | — | |
| | | | |
| Cash flow from discontinued operations | | 0.7 | | | (3.8) | |
| Net cash flow from/ (used in) operating activities | | 1.1 | | | (3.3) | |
| Net cash flow from/ (used in) investing activities | | — | | | (0.3) | |
| Net cash flow from/ (used in) financing activities | | (0.4) | | | (0.2) | |
11. Segment information
Basis for segmentation
SIGNA Sports United Group operates a variety of e-commerce platforms and offline stores for various brands and offers a broad product portfolio in the sporting goods sector. The Group has the following divisions, which are its operating segments: Tennis EU, Tennis US, Bike & Outdoor, Wiggle Group and Teamsport. The Group decided to discontinue its ‘Stylefile’ business in the previous financial year (see note 10). These divisions offer different products and services and are managed separately because they require different technology and marketing strategies. The Wiggle Group was acquired on December 14, 2021 and added as an operating segment following the business combination in December 2022. Similarly, the Tennis US operating segment was added in the last financial year following the acquisition
of Tennis Express and the shift of Midwest Sports from the Tennis EU operating segment to the Tennis US operating segment. (See Note 8. Business combinations).
Segment Operations
Tennis EU Retail activities and online business with main brands Tennis-Point and TennisPro; product portfolio comprises tennis supplies which are sold mainly in Europe
Tennis US Retail activities and online business with main brands Tennis-Point (Midwest Sports) and Tennis Express; product portfolio comprises tennis supplies which are sold mainly in the US
Bike & Outdoor Retail activities and online business through various brands; product portfolio comprises bikes and related services as well as outdoor products
Wiggle Group Retail activities and online business through various brands; product portfolio comprises bikes and related services which are sold mainly in the UK
Teamsport Sale through the online shop OUTFITTER; focus is on offering and selling sports & teamsports wear as well as customizing of merchandise
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (CODM). The CODM evaluates the financial performance of SIGNA Sports United Group, allocates resources and is involved in strategic and operational decision making on an ongoing basis. The CODM receives and reviews the internal management reporting for each operating segment at least once a month in order to make decisions and allocate resources to the Tennis, Bike & Outdoor, and Teamsport segments.
In accordance with IFRS 8.5, the five operating segments mentioned above are represented as three reportable segments. The reportable segment of “Tennis” includes Tennis EU and Tennis US. The reportable segment of “Bike and Outdoor” is made up of the operating segments relating to the Wiggle Group and Bike & Outdoor. The third reportable segment is “Teamsport”. For the determination of the reportable segments long-term revenue growth, gross profit margin and Segment adjusted EBITDA margin (which is calculated using adjusted EBITDA (as defined below) divided by total revenue) as economic indicators have been assessed.
Segment Adjusted EBITDA
The CODM assesses the performance of the operating segments based on Segment adjusted EBITDA (which is defined as consolidated net income (loss) before interest, income taxes, depreciation and amortization adjusted for impairments and certain other items which management believes do not reflect the core operating performance of the operating segments) adjusted for certain items which management believes do not reflect the core operating performance of the operating segments. Such adjustments described below in more detail include acquisition related charges, reorganization and restructuring costs, consulting fees, share-based compensation and other items.
Information on reportable segments
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six-months ended March 31, 2023 |
EUR million | |
Tennis | | Bike & Outdoor | | Teamsport | |
Segment total |
| Revenue | | 127.7 | | | 294.7 | | | 22.8 | | | 445.2 | |
| External revenue | | 127.7 | | | 293.4 | | | 20.4 | | | 441.4 | |
| Intersegment revenue | | 0.1 | | | 1.4 | | | 2.4 | | | 3.8 | |
| Segment Adjusted EBITDA | | (8.0) | | | (65.1) | | | (3.6) | | | (76.7) | |
| Segment Assets | | 234.1 | | | 538.7 | | | 73.9 | | | 846.7 | |
| Segment Liabilities | | 248.8 | | | 617.4 | | | 151.1 | | | 1,017.3 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six-months ended March 31, 2022* |
| EUR million | | Tennis | | Bike & Outdoor | | Teamsport | | Segment total |
| Revenue | | 107.3 | | | 319.4 | | | 26.0 | | | 452.6 | |
| External revenue | | 107.3 | | | 319.0 | | | 22.8 | | | 449.1 | |
| Intersegment revenue | | — | | | 0.4 | | | 3.2 | | | 3.5 | |
| Segment Adjusted EBITDA | | (1.7) | | | (9.2) | | | (1.8) | | | (12.7) | |
| Segment Assets | | 180.7 | | | 908.9 | | | 89.1 | | | 1,178.7 | |
| Segment Liabilities | | 153.0 | | | 868.3 | | | 131.7 | | | 1,152.9 | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
The following table reconciles the performance indicators presented in the segment information to the consolidated statements of profit or loss and other comprehensive Income of SIGNA Sports United Group.
| | | | | | | | | | | | | | |
| | Six-months ended March 31, |
| EUR million | | 2023 | | 2022* |
| Segment Adjusted EBITDA total | | (76.7) | | | (12.7) | |
| Unallocated corporate costs (1) | | (20.2) | | | (13.1) | |
| Acquisition related charges (2) | | — | | | (0.7) | |
| Reorganization and restructuring costs (3) | | (30.0) | | | (126.9) | |
| Consulting fees (4) | | (13.2) | | | (31.3) | |
| Share-based compensation (5) | | (3.2) | | | (9.1) | |
| Other items not directly related to current operations (6) | | 1.9 | | | (1.8) | |
| | | | |
| | | | |
| Other net finance income/ (cost) (7) | | (0.3) | | | 10.8 | |
| Impairment loss | | (0.2) | | | — | |
| Result from investments accounted for at equity | | (0.8) | | | (0.6) | |
| Interest Expense (net) | | (13.1) | | | 2.6 | |
| | | | |
| | | | |
| Depreciation and amortization | | (27.6) | | | (21.5) | |
| Earnings before taxes (EBT) | | (183.5) | | | (204.4) | |
* The comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 11- Discontinued Operations.
(1) Unallocated corporate costs consist of mainly intercompany activities and loans, corporate functions as well as cost allocations.
(2) Acquisition related charges consist of transaction costs incurred from acquisitions during the period or subsequent business integration related project costs directly associated with an acquired business.
(3) Reorganization and restructuring costs represent fees and costs associated with various internal reorganization and restructuring initiatives across the SSU’s segments, including an inventory write-down of €20.8 million in the six-months period ended March 31, 2023. In the six-months period ended March 31, 2022, reorganization and restructuring costs includes a share listing expenses of €121.9 million.
(4) Consulting fees primarily consists of consultancy fees in connection with acquisitions, financing (equity and debt) and strategic projects.
(5) Share-based compensation represents non-cash share-based compensation expenses related to option awards to employees and executives.
(6) Other items are excluded from adjusted EBITDA because they are not considered to be representative of the performance of our businesses.
(7) Other net finance income/ (cost) consists mainly of currency gains and losses and impact from derivative revaluations.
Reconciliations of information on reportable segments to the amounts reported in the financial statements
| | | | | | | | | | | |
| Six-months ended March 31, |
| EUR million | 2023 | | 2022* |
| I. Revenue | | | |
| Total segment revenue | 445.2 | | | 452.6 | |
| Intersegment elimination | (3.8) | | | (3.5) | |
| Consolidated revenue | 441.4 | | | 449.1 | |
II. Assets | | | |
| Total segment assets | 846.7 | | | 1,178.7 | |
| Unallocated and intersegment elimination | 402.2 | | | 369.0 | |
| Consolidated assets | 1,248.9 | | | 1,547.7 | |
III. Liabilities | | | |
| Total segment liabilities | 1,017.3 | | | 1,152.9 | |
| Unallocated and intersegment elimination | (210.1) | | | (577.4) | |
| Consolidated liabilities | 807.2 | | | 575.5 | |
*The comparative numbers have been re-presented as a result of the discontinued operations. Refer to Note 10- Discontinued operations.
Unallocated and intersegment elimination consists of mainly intercompany activities and loans, corporate functions as well as cost allocations.
Geographical information
Non-current assets excluding goodwill are based on the location of the Group owning such assets.
| | | | | | | | | | | | | | |
| | Non-current assets as of |
| EUR million | | March 31, 2023 | | September 30, 2022 |
| Germany | | 290.8 | | | 296.0 | |
| Switzerland | | 0.5 | | | 0.7 | |
| United Kingdom | | 224.6 | | | 223.4 | |
| Austria | | 0.9 | | | 1.0 | |
| France | | 34.5 | | | 34.9 | |
| USA | | 14.3 | | | 16.5 | |
| Rest of the world | | 20.0 | | | 20.5 | |
| Total | | 585.7 | | | 592.9 | |
12. Events after the reporting period
As described in Note 7, on February 6, 2023, SIGNA Holding provided the SIGNA Holding Equity Commitment Letter to the Company for an equity-linked funding of an additional €130.0 million. Under the SIGNA Holding RCF I Amendment also entered into on February 6, 2023, funds drawn thereunder will be used as a bridge financing to the Group in the amount of up to €50.0 million until the respective tranches under the Additional Convertible Bonds have been issued and settled. Any amounts drawn under the additional €50.0 million in funding available to the Company under the SIGNA Holding RCF I Amendment will be repaid by issuing Additional Convertible Bonds in accordance with the terms and conditions of the SIGNA Holding Equity Commitment Letter to SIGNA Holding.
On April 17, 2023 and on June 27, 2023, respectively, the Company exercised its put right under the SIGNA Holding Equity Commitment Letter in the amount of €48.0 million and €47.0 million, respectively, for the issuance of Additional Convertible Bonds with an aggregate principal amount of €48.0 million and €47.0 million, respectively on the same day.
On June 26, 2023, the Group received an additional € 150 million hard financing commitment from SIGNA Holding. Such financing commitment provides the Company with the right to issue and sell (put right) additional convertible bonds to SIGNA Holding, at the same terms and conditions as the ‘Initial Convertible Bonds’ issued on October 4, 2022, and the Additional Convertible Bonds issued on April
20, 2023 and on June 27, 2023, respectively, in one or more tranches from October 1, 2023 until and including September 30, 2025 for an aggregate additional principal amount of €150.0 million. The additional hard financing commitment from SIGNA Holding was required to address our anticipated precarious liquidity situation in our fiscal year beginning on October 1, 2023 and to partially fund the Company’s liquidity needs until September 2025. Despite the additional financing commitment of € 150 million from SIGNA Holding, the Company requires additional funding during the course of the next 12 months from the date of the approval of the unaudited interim condensed consolidated financial statements if it is unable to extend the maturity date of its € 100 million LBBW revolving credit facility which will become due in May 2024 to May 2025.
Berlin, June 28, 2023
SIGNA Sports United N.V.
Dr. Stephan Zoll Alexander Johnstone
Chief Executive Officer Chief Financial Officer
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our unaudited interim condensed consolidated financial statements for the six-months period ended March 31, 2023 and 2022 and the related notes thereto included elsewhere in this interim report and the audited consolidated financial statements and related notes for the year ended September 30, 2022 included in our Annual Report on Form 20-F filed with the Securities and Exchange Commission, or the SEC. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Annual Report on Form 20-F for the year ended September 30, 2022, our actual results could differ materially from the results described in, or implied by, the forward-looking statements contained in the following discussion and analysis.
Overview
Our group comprises dedicated market leading online sports specialist webshops in the growing product categories bike, tennis/racket sports, outdoor and teamsports. As a group, we consider ourselves to be the global number one online sports specialty retailer measured by revenue. We define our relevant market as the global sports retail market in which competition comes from a highly diversified group of competitors, i.e., traditional offline sports retailers, specialist offline sports retailers, e-commerce generalists and online sports specialists as well as some leading sporting goods brands. Among this group of competitors, online sports specialist retailers carry a broad range of sports products including hardlines such as equipment, parts and accessories, and softlines such as functional wear and clothing, from only one or more sports product categories such as cycling, outdoor, racquet sports, teamsports, swimming, running or fitness, focusing on sports retailing mainly via online channels and generating the vast majority of sales through online channels, e.g., own websites and marketplaces.
We sell products to customers through various online webshops as well as selected physical locations mainly to customers in the European Union as well as in Switzerland, Norway, the UK and the US, with approximately 119.0 million visits to SSU’s websites and approximately 3.5 million net orders in the six-months period ended March 31, 2023 and approximately 132.0* million visits to SSU’s websites and approximately 3.6* million net orders in the six-months period ended March 31, 2022. (*Re-presented as a result of discontinued operations. Refer to Note 10- Discontinued Operations)
Our primary source of revenue is the sale of merchandise, in particular, full bikes and bike spare parts, tennis rackets and accessories, outdoor gear, footwear and other sports products, through the websites of our various web shop brands. The business model in our core first party e-commerce business focuses on four key pillars to inspire, guide, serve and engage our customers. We believe this focus on delivering a superior customer sports shopping experience compared to both online generalists and physical sports store retailers distinguishes us and will drive higher traffic, conversion rates and build brand affinity resulting in an increased loyal customer base which promotes revenue retention growth.
Our own brands, including, Vitus, Nukeproof, DHB, Serious, Ortler, Fixie Inc., Prime Components, Red Cycling contributes a higher gross margin versus selling third-party brands. We intend to further invest in the growth of our own brands across our websites.
Our platform is designed to enhance the success of our suppliers by allowing them to leverage our technological expertise and functionalities. We plan to increase the usage of our platform by our suppliers through adding marketplace functionalities which will allow our suppliers to easily display their full product catalog as well as highlight and promote their selected products to customers on our sites.
We have not yet generated any consolidated net profit since our inception, have had negative operating cash flows and relied on external financing. Since our NYSE listing in December 2021 we have been unable to raise any external third party financing, and all of our funding needs were secured by an affiliate of our largest shareholder, SIGNA International Sports Holding GmbH. We currently anticipate minimal to negative growth rates in the near future due to reduced mergers and acquisitions activities, risks of recession, rising interest rates, inflation and other headwinds in Europe and the United States. In addition, we continue to experience internal accounting controls issues at one of our material subsidiaries relating to inventory management which resulted in product offering misjudgments that led to an excess of inventory build up and related liquidity and profitability margin challenges. In response to our operating losses and materially adverse effects on our liquidity position, we are currently implementing a comprehensive operational initiative to improve our operating performance and our cash, liquidity and financial situation and prospects. This operational alignment program includes measures to increase pricing and delivery thresholds; reduce assortment ranges; increase working capital efficiency; focus on own-brand development and cross-selling; reduce or exit brand marketing, non-profitable partnerships and offline activities; delay or cancel non-core capital investments; merge or exit business lines; reduce operational headcount and overhead to reflect an anticipated lower revenue base; and reconfigure our group organization, improve internal control systems and processes and accelerate the overall integration of our previously acquired operating businesses.
Business combinations
On December 14, 2021, we closed the acquisition of 100% of Mapil TopCo Limited, Portsmouth/UK (“Wiggle” or “the Wiggle Group”), a UK headquartered online cycling and multisport specialist that is intended to strengthen our activities in the Bike & Outdoor business segment and to extend our internationalization strategy.
On January 1, 2022, we acquired 66.66 % of the issued shares in Tennis Express LLC, Houston, Texas/USA (“Tennis Express”), a full-service tennis specialty retailer that is intended to strengthen the activities in the Tennis business segment and to extend our internationalization strategy.
See note 8 “Business combinations” for further information in regard to the acquisition of Wiggle Group and Tennis Express.
Capital Reorganization
On December 14, 2021, we closed our previously announced Business Combination pursuant to the Business Combination Agreement, dated June 10, 2021, by and among Yucaipa Acquisition Corporation (“Yucaipa”), SIGNA Sports United GmbH (“SSU GmbH”), SIGNA Sports United N.V. (formerly known as SIGNA Sports United B.V.), (“SSU N.V.”), Olympics I Merger Sub, LLC (“Merger Sub”) and SIGNA International Sports Holding GmbH (the “Yucaipa Merger”).
As part of the transaction, former shareholders of Yucaipa (public shareholders, sponsors and directors) received 12,584,315 shares of SSU N.V. and 17,433,333 warrants (“SSU Warrants”) to purchase ordinary shares of SSU N.V. In exchange, SSU N.V. received the net assets held by Yucaipa, which had a fair value of €7.3 million upon closing of the transaction on December 14, 2021. The net assets included €23.6 million of cash and cash equivalents held in Yucaipa trust account, current liabilities of €5.7 million and €10.6 million deferred underwriting commissions.
SSU N.V. raised an additional net €402.7 million in net equity proceeds through a private placement of ordinary shares with existing shareholders of SSU GmbH, Yucaipa and other new investors (“PIPE Financing”). The PIPE Financing is treated as a capital contribution, which resulted in increases of €11.6 million and €391.1 million to share capital and capital reserve, respectively.
Both the Yucaipa Merger and PIPE Financing closed on December 14, 2021. Upon consummation of the transactions, SSU N.V. became a publicly traded corporation at the New York Stock Exchange under the ticker SSU. The SSU Warrants are traded under the ticker SSU.WS. SSU N.V. incurred incremental transaction costs directly attributable to the issuance of new shares to Yucaipa shareholders and the PIPE Financing of €5.9 million, which it netted against the equity proceeds as a reduction in capital reserve.
Factors Affecting Our Performance
We believe that our performance and future success depend on several factors which have affected SSU’s performance in the periods for which financial information is presented in this interim report and which will continue to affect our future performance. These factors present significant opportunities for us but also pose risks and challenges, including those discussed in the section of our Annual Report on Form 20-F filed with the Securities and Exchange Commission, or the SEC titled “Risk Factors.” These factors include:
Russia-Ukraine War
With Russia's invasion of Ukraine, the geopolitical situation around the world intensified on February 24, 2022. The ongoing conflict in Eastern Europe and the imposed sanctions have led to significant global economic uncertainty followed by rising commodity prices and increased raw materials costs.
So far, the Russia-Ukraine war has not had a material impact on the Company’s supply chain as it does not have any supply relationships with companies in this region. Nevertheless, the war has indirectly contributed to widespread macro-economic uncertainty around the world, and especially in Europe where high inflationary pressures coupled with an European energy crisis has resulted in rising energy prices for both companies and private households, increased cost of production and increased cost of materials. Consequently, this resulted in a deterioration of consumer sentiment and spending which impacted our revenue, cost of materials and adjusted EBITDA during the half year.
The uncertainties about the future development of the war and its impact on the global economy remain and uncertainties in the global economy could have further adverse impacts on the Group and its supply chain, future sales, profitability as well as the Group’s assets.
Inflation impact on Discretionary spending
We believe a large number of the products we offer are discretionary items rather than necessities. As a result, our operating results are sensitive to changes in macroeconomic conditions that impact consumer spending, including discretionary spending.
The ongoing Russia- Ukraine conflict and change in consumer spending behavior post COVID-19 pandemic has had an adverse impact on inflation. Global inflationary pressures on cost of materials, energy, shipping, carriers and airfreight combined with higher unemployment rates, stagnant wage growth and general uncertainty regarding the overall future economic environment has contributed to a decline in overall consumer confidence and discretionary spending.
As a result, overall net revenue failed to meet forecasted revenue. The uncertainties of when the macroeconomic conditions will improve could have further adverse impact on the Group and its future operating performance.
COVID-19
The global community continues to face certain challenges regarding developments in connection with COVID-19. Nevertheless, increased vaccination rates around the world have resulted in widespread relaxation of COVID-19 related societal restrictions such as lockdowns in many countries. Whilst we expect a return to pre-pandemic consumer spending which is expected to be lower than during the pandemic, other macroeconomic factors such as increased inflation rates, supply chain constraints, global and geopolitical developments have also directly and indirectly impacted our results of operations which makes the impact from COVID-19 difficult to isolate and quantify.
Key Operating Performance Metrics
We measure certain performance metrics comprising site visits, conversion rate, number of net orders, active customers and net average order value. All these performance metrics are, to the extent applicable, measured on a net basis, i.e., after value added taxes, returns and cancellations.
The key performance metrics shown in the table below are only derived from sales generated through online shops of entities owned by SSU N.V. as of the date of this Annual Report and do not include revenue generated through sales partners (e.g. Zalando) or revenue from physical stores (offline sales). The key performance metrics shown in the table below represent aggregated information for the relevant entities and do not distinguish between pre- and post-acquisition of the relevant entities.
Our key performance metrics are used by management to monitor the underlying performance of our operations and the performance of our sites. The key performance measures should be viewed as a supplement and not a substitute for our financial performance as shown in SSU’s financial statements included in this interim report. The key performance metrics are also not meant to be predictive of future results. Since not all companies calculate these measures in an identical manner, our presentation may not be consistent with similar metrics used by other companies. Therefore, undue reliance should not be placed on such data.
The following table provides information for the six-months period ended March 31, 2023 and 2022:
| | | | | | | | | | | | | | | | |
| | For the six-months ended March 31 | | |
| | 2023 | | 2022 6 | | |
| | (unaudited) |
Site Visits1 (in millions) | | 119.0 | | | 132.0 | | | |
Net Conversion Rate2 (in %) | | 2.9 | | | 2.8 | | | |
Number of Net Orders3 (in thousands) | | 3,512 | | | 3,624 | | | |
Net Average Order Value4 (in €) | | 104.6 | | | 100.1 | | | |
Active Customers5 (in millions) | | 6.1 | | | 7.1 | | | |
___________________1.Defined as number of visits including mobile and website. Cut off at 30 minutes of inactivity and at date change. Not cut off at channel change during session.
2.Defined as total net orders (post cancellations and returns) divided by total visits.
3.Defined as orders post cancellations and returns.
4.Defined as total online revenue (excluding sales partners) divided by net orders (post value added taxes, cancellations and returns).
5.Defined as customers with one or more purchases within the last 12 months, irrespective of cancellations or returns.
6.Includes 3 months of Wiggle Group and Tennis Express. Refer note 8- Business combinations. In addition, the comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 11- Discontinued Operations.
Site visits refer to the number of visitors to each of SSU’s sites. Site visits are a useful indicator to understand SSU’s sites overall reach within the market. Site visits have decreased to 119.0 million in the six-months period ended March 31, 2023 from 132.0 million in the six-months period ended March 31, 2022. The decrease in site visits in the six-months period ended March 31, 2023 is primarily attributable to (i) Challenging online specialist sports retail environment due to the impact of inflation on discretionary spending and, (ii) Reopening of sports retailers from the lifting of COVID-19 restrictions which resulted in a shift of online to offline traffic which is reflected in the decrease of active customers in the period.
Net conversion rate refers to the rate at which a site visit results in an order. Net conversion rate is a useful indicator to understand how effective SSU’s sites are at converting visits into orders. Net conversion rates are calculated by taking total site visits for the relevant period and dividing by the total number of net orders. Net conversion rates have increased to 2.9% in the six-months period ended March 31, 2023 from 2.8% in the six-months period ended March 31, 2022. The increase in conversion rates in the six-months period ended March 31, 2023 whilst relatively consistent compared to the previous year is attributable to sales initiatives within the last six-months aimed at
reducing excess inventory built up over the course of periods affected by COVID and current market oversupply which included price reductions, reshaping of sales portfolio focussing on profitability and a return to core market focus.
The number of net orders is defined as the total number of orders minus cancellations and returns. The number of net orders is a useful indicator to understand the ability of our sites to monetize their products. The number of net orders has decreased to 3,512.0 thousand in the six-months period ended March 31, 2023 from 3,624.0 thousand in the financial year ended March 31, 2022. The decrease in the number of net orders in the six-months period ended March 31, 2023 is primarily attributable to the decrease in active customers and site visits which decreased to 6.1 and 119.0 million, respectively, in the six-months period ended March 31, 2023 from 7.1 million and 132.0 million, respectively, in the six-months period ended March 31, 2022
The net average order value is calculated by dividing net revenue by net orders. Net average order value is a useful indicator as a further measure of monetization. Net average order value has increased to €104.6 in the six-months period ended March 31, 2023 from €100.1 in the six-months period ended March 31, 2022. The increase is mainly driven by the increased mix of own brand sales specifically in own brand bikes.
Results of Operations—Six-months period ended March 31, 2023
The following table summarizes our consolidated statements of operations for each period presented:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | For the six-months period ended March 31, | | | | |
| | 2023 | | 2022* | | |
| | in €
million | | % of
net
revenues | | in € million | | % of
net
revenues | | | | |
| | (Unaudited) |
| Revenue | | 441.4 | | | | | 449.1 | | | | | | | |
| Own work capitalized | | 2.3 | | | 0.5 | % | | 2.2 | | | 0.5 | % | | | | |
| Other operating income | | 5.5 | | | 1.3 | % | | 2.6 | | | 0.6 | % | | | | |
| Cost of materials | | (347.5) | | | (78.7) | % | | (286.1) | | | (63.7) | % | | | | |
| Personnel expenses | | (86.6) | | | (19.6) | % | | (76.2) | | | (17.0) | % | | | | |
| Expenses for logistics and packaging | | (57.2) | | | (13.0) | % | | (51.3) | | | (11.4) | % | | | | |
| Marketing expenses | | (33.3) | | | (7.5) | % | | (37.9) | | | (8.4) | % | | | | |
| IT & Other expenses | | (66.1) | | | (15.0) | % | | (76.1) | | | (16.9) | % | | | | |
| Share listing expense | | — | | | — | % | | (121.9) | | | (27.1) | % | | | | |
| Other operating expenses | | (156.6) | | | (35.5) | % | | (287.2) | | | (63.9) | % | | | | |
| Depreciation and amortization | | (27.6) | | | (6.3) | % | | (21.5) | | | (4.8) | % | | | | |
| Impairment loss | | (0.2) | | | (0.1) | % | | — | | | — | % | | | | |
| Operating result | | (169.3) | | | (38.3) | % | | (217.1) | | | (48.4) | % | | | | |
| Finance income | | 6.8 | | | 1.5 | % | | 17.0 | | | 3.8 | % | | | | |
| Finance costs | | (20.2) | | | (4.6) | % | | (3.6) | | | (0.8) | % | | | | |
| Result from investments accounted for at equity | | (0.8) | | | (0.2) | % | | (0.6) | | | (0.1) | % | | | | |
| Earnings before tax (EBT) from continuing operations | | (183.5) | | | (41.6) | % | | (204.4) | | | (45.5) | % | | | | |
| Income tax benefit (expense) | | 3.0 | | | 0.7 | % | | 8.0 | | | 1.8 | % | | | | |
| Loss for the period from continuing operations | | (180.5) | | | (40.9) | % | | (196.4) | | | (43.7) | % | | | | |
| Net loss from discontinued operations, net of tax | | 0.5 | | | 0.1 | % | | (5.3) | | | (1.2) | % | | | | |
| Loss for the period | | (180.1) | | | (40.8) | % | | (201.7) | | | (44.9) | % | | | | |
| of which attributable to non-controlling interests | | — | | | — | % | | — | | | — | % | | | | |
| of which attributable to the owners of SSU | | (180.1) | | | (40.8) | % | | (201.7) | | | (44.9) | % | | | | |
| Loss per share | | | | | | | | | | | | |
| Continuing operations | | (0.5) | | | | | (1.0) | | | | | | | |
| Loss attributable to the owners of SIGNA Sports United | | (0.5) | | | | | (0.9) | | | | | | | |
Revenue
Revenue includes revenue from the sale of merchandise net of deduction of sales tax, returns, prepayments, customer discounts and rebates.
For the six-months period ended March 31, 2023, revenues were €441.4 million, a decrease of 1.7% or €7.7 million, compared to €449.1 million in the six-months period ended March 31, 2022. The decrease in overall revenue and active customers was driven primarily by a reduction in worldwide demand due to inflationary pressures affecting consumer confidence and discretionary spending. The decrease in revenues is also attributed to a shift in online to offline traffic due to the lifting of COVID-19 restrictions and aggressive pricing strategies owing to overall competitor pressures from market oversupply and actions taken to reduce excess inventory built up over the course of the COVID periods.
Our Bike and outdoor business was the most negatively affected segments by the reduction in total online visits and net orders. This, coupled with competitor pressures driven by an oversupply in the market and excess inventory built up over the COVID periods resulted in multiple price reduction campaigns which resulted in lower net revenues generated.
Our Tennis and Teamsport businesses whilst faced with similar challenges as our Bike and outdoor businesses were able to better maneuver the competitive market and even though price reduction campaigns were carried out, net orders increased which resulted in revenues staying consistent and comparable to the prior year.
Cost of materials
Cost of material mainly consisted of cost of merchandise.
For the six-months period ended March 31, 2023, cost of material was €347.5 million, an increase of 21.4%, or €61.3 million, compared to €286.1 million in the six-months period ended March 31, 2022. The increase in overall cost of material was driven partially due to a one time write down of €20.8 relating to excess inventories built up over the course of the COVID periods and the reshaping of the Company’s sales portfolio to net realizable value. Additionally, the ratio as a percentage to revenue increased due to overall worldwide inflationary pressures on raw materials, energy, and shipping, which increased the cost of production and ultimately the cost of materials.
Personnel expenses
Personnel expenses consisted of wages and salaries, social security contributions, share based compensation expenses and other personnel expenses.
For the six-months period ended March 31, 2023, personnel expenses were €86.6 million, an increase of 13.6%, or €10.4 million, compared to €76.2 million in the six-months period ended March 31, 2022. Personnel expenses mainly consisted of wages and salaries. The increase in personnel expenses is primarily driven by the increased number of employees following the acquisition of the Wiggle group and Tennis Express in December 2021 representing three months into the previous half year.
Additionally, personnel expenses included share-based compensation expenses relating mainly to the long term incentive plan offered to eligible employees in December 2022 of €3.2 million for the six-months period ended March 31, 2023. A decrease of €5.9 million, compared to €9.1 million for the six-months period ended March 31, 2022 which represented share-based compensation mainly to key management personnel as part of the Capital Reorganization that occurred in the prior year.
Other operating expenses
Other operating expenses mainly consisted of expenses for logistics and packaging (relating primarily to outbound shipping costs, return shipping costs and packaging material), marketing expenses (relating primarily to search engine advertising (Google), brand marketing), IT expenses, charges for payment services and share listing expenses..
For the six-months period ended March 31, 2023, SSU’s expenses for logistics and packaging were €57.2 million, an increase of 11.5%, or €5.9 million, compared to €51.3 million for the six-months period ended March 31, 2022. The increase in overall expenses for logistics and packaging is partially due to higher returns and split order rates compared to the previous year and partially by increases in carrier and handling costs.
For the six-months period ended March 31, 2023, SSU’s marketing expenses were €33.3 million, a decrease of 12.0%, or €4.5 million, compared to €37.9 million for the six-months period ended March 31, 2022. The decrease in overall marketing expenses is based on the Company’s long term profitability plan to reduce reliance on paid marketing, instead focus on driving revenues through strategic pricing positions and measures.
For the six-months period ended March 31, 2023, SSU’s IT & Other expenses were €66.1 million, a decrease of 13.1%, or €10.0 million, compared to €76.1 million for the six-months period ended March 31, 2022. The decrease in IT & Other expenses is mainly driven by the decrease in legal and consulting expenses in the amount of €15.9 million and partially offset by increases in IT Costs, Insurance expenses and payment service fees. The significant decrease in legal and consulting costs were as a result of the Yucaipa Merger, PIPE Financing and public listing that occurred in the prior year.
There were no costs incurred in relation to share listing for the six-months period ended March 31, 2023. For the six-months period ended March 31, 2022, SSU incurred a one-time non-cash expense of €121.9 million as a result of the Yucaipa merger. This cost was recorded as share listing expenses in accordance with IFRS 2. The share listing expense relates to the excess of the fair value of the equity instruments issued over the fair value of the identified net assets contributed through the Yucaipa Merger.
Depreciation and amortization
Depreciation, and amortization comprises depreciation and amortization of tangible and intangible assets.
For the six-months period ended March 31, 2023, depreciation and amortization was €27.6 million, an increase of 28.5%, or €6.1 million, compared to €21.5 million for the six-months period ended March 31, 2022. The increase relates to the full half year Wiggle group and Tennis Express depreciation and amortization expenses recognized in the six-months period ended March 31, 2023 in comparison to three months of the previous half year as the acquisition of the Wiggle group and Tennis Express concluded in December 2021.
Finance income and costs
Finance income includes interest income, foreign currency exchange gains and other financial income. Finance costs include interest expense on financial liabilities measured at amortized cost and other financing costs and foreign currency exchange losses.
For the six-months period ended March 31, 2023, SSU’s finance income was €6.8 million, a decrease of €10.3 million compared to €17.0 million for the six-months period ended March 31, 2022. The decrease is driven by the revaluation of warrants and Midwest put options as of March 31, 2023. The revaluation of warrants which include market- based performance conditions resulted in finance income of €1.6 million for the six-months period ended March 31, 2023 compared to €11.0 million for the six-months period ended March 31, 2022. Similarly, the revaluation of put options which includes non-market- based performance conditions resulted in additional finance income of €3.9 million for the six-months period ended March 31, 2023 consistent with the €3.9 million for the six-months ended March 31, 2022.
For the six-months period ended March 31, 2023, SSU’s finance costs were €20.2 million, an increase of €16.6 million, or 457.3%, compared to €3.6 million for the six-months period ended March 31, 2022 mainly driven by liabilities carried at amortized costs of which includes interest expense of €6.4 million from convertible bonds issued by the Group. (Nil in the prior six-months period ended March 31, 2022); €2.8 million on the LBBW RCF (€1.5 in the prior six-months period ended March 31, 2022); and €2.0 million on the SIGNA Holding RCF (Nil in the prior six-months period ended March 31, 2022). In addition, SSU incurred net currency losses of €6.5 million compared to €0.9 million in the previous six-months period ended March 31, 2022 mainly resulting from intercompany balances denominated in a currency other than the functional currency of the intercompany and warrants revaluation.
Income tax benefit /expense
Income tax benefit or expense consists primarily of current tax and deferred income tax. Current income taxes are calculated by applying the tax regulations enacted or substantially enacted as of the reporting date in countries in which SSU’s businesses operate. Deferred taxes are recognized on temporary differences between the carrying amounts of the assets and liabilities in our financial statements and the corresponding tax bases used in the computation of taxable income in accordance with IAS 12. The tax rate in Germany that applies to SSU is the German corporation tax inclusive of solidarity surcharge of 15.8% and a trade tax rate of 14.4%.
For the six-months period ended March 31, 2023, income tax benefit was €3.0 million, a decrease of €5.0 million, compared to a tax benefit of €8.0 million for the six-months period ended March 31, 2022. The decrease in income tax benefit mainly resulted from a lower recognition of deferred tax assets due to decreased trade tax and corporate tax loss carryforwards.
The Group’s consolidated effective tax rate for the six-months period ended March 31, 2023, was -1.6% (six-months period ended March 31, 2022: -3.9%). The effective tax rate is affected by a lower recognition of deferred tax assets due to decreased trade and corporate tax loss carryforwards
Segments
In accordance with IFRS 8, SSU has three reporting segments. These reporting segments are comprised of:
•Bike and Outdoor — the segment bike and outdoor includes the financial results of all business operations from retail activities and online business relating to the bike and outdoor customer categories;
•Tennis — the segment tennis includes the financial results of all business operations from retail activities and online business relating to tennis with the main brands Tennis-Point, Tennis Express and Tennis Pro; and
•Teamsport — the segment teamsport includes the financial results of all business operations from the sale of merchandise through the online shop Outfitter.
| | | | | | | | | | | | | | | | |
| | For the six-months period ended March 31, | | |
| | 2023 | | 2022* | | |
| Bike and Outdoor | | (in € million) |
| Revenue | | 294.7 | | | 319.4 | | | |
| External revenue | | 293.4 | | | 319.0 | | | |
| Intersegment revenue | | 1.4 | | | 0.4 | | | |
| Segment Adjusted EBITDA | | (65.1) | | | (9.2) | | | |
The segment Bike and Outdoor revenues was €293.4 million in the six-months period ended March 31, 2023, a decrease of €25.6 million, compared to €319.0 million in the six-months period ended March 31, 2022. The decrease in revenue is primarily attributed to decreased site traffic and net order conversions due to inflationary pressures affecting consumer confidence and discretionary spending. The decrease in revenues is also attributed to a shift in online to offline traffic due to the lifting of COVID-19 restrictions and strategic pricing strategies implemented through various sales campaigns held during the half year to reduce excess inventory and to remain competitive in an overstocked market.
The segment generated negative Adjusted EBITDA of €65.1 million in the six-months period ended March 31, 2023, which increased by €55.9 million compared to negative €9.2 million in the six-months period ended March 31, 2022. The increase in negative adjusted EBITDA within the segment is attributed to the declining AOV, a one time write down of inventories of €20.8 million relating to excess inventories built up over the course of the COVID periods and the reshaping of the Company’s sales portfolio to net realizable value. The decrease in gross margin (Revenue less Cost of materials, as a ratio to revenue) of 13.5% to 21.3% in the six-months period ended March 31, 2023 compared to 34.9% in the six-months period ended March 31, 2022 is due to discounts provided through various sales campaigns held during the six-months period ended March 31, 2023.
| | | | | | | | | | | | | | | | |
| | For the six-months period ended March 31, | | |
| | 2023 | | 2022* | | |
| Tennis | | (in € million) |
| Revenue | | 127.7 | | | 107.3 | | | |
| External revenue | | 127.7 | | | 107.3 | | | |
| Intersegment revenue | | 0.1 | | | — | | | |
| Segment Adjusted EBITDA | | (8.0) | | | (1.7) | | | |
The segment Tennis generated revenues of €127.7 million in the six-months period ended March 31, 2023, n increase of €20.4 million, compared to €107.3 million in the six-months period ended March 31, 2022. This growth is primarily attributed to M&A activities (acquisition of Tennis Express) in financial year 2022 resulting in increased traffic and net orders. Whilst the increase in overall revenue of €10.8 million was driven by M&A activities in the second quarter of financial year 2022, organic revenue within the segment grew by €9.6 million driven mainly by strategic pricing strategies implemented through various sales campaigns held during the half year to reduce excess inventory and to remain competitive in an overstocked market.
The segment generated negative adjusted EBITDA of €8.0 million in the six-months period ended March 31, 2023, an increase of €6.3 million, compared to negative €1.7 million in the six-months period ended March 31, 2022. The increase in negative adjusted EBITDA within the segment relates mainly to the decrease in gross margin (Revenue less Cost of materials, as a ratio to revenue) of 3.0% to 38.2% in the six-months period ended March 31, 2023 compared to 41.3% in the six-months period ended March 31, 2022 due to discounts provided through various sales campaigns held during the half year. Additionally, personnel expenses increased due to increased headcount within the logistics, sales and marketing team while logistics and packaging expenses increased due to increased shipping, carrier, and freight costs.
| | | | | | | | | | | | | | | | |
| | For the six-months period ended March 31, | | |
| | 2023 | | 2022* | | |
| Teamsport* | | (in € million) |
| Revenue | | 22.8 | | | 26.0 | | | |
| External revenue | | 20.4 | | | 22.8 | | | |
| Intersegment revenue | | 2.4 | | | 3.2 | | | |
| Segment Adjusted EBITDA | | (3.6) | | | (1.8) | | | |
* Previously presented as Teamsport and Athleisure, the comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 11- Discontinued Operations.
The revenue generated from the segment Teamsport was €20.4 million in the six-months period ended March 31, 2023, a decrease of €2.4 million compared to €22.8 million in the six-months period ended March 31, 2022. Whilst site visits and gross orders within the segment grew, average order values declined due to strategic pricing strategies implemented through various sales campaigns held during the half year to reduce excess inventory and to remain competitive in an overstocked market. The segment Teamsport generated negative adjusted EBITDA of €3.6 million in the six-months period ended March 31, 2023, an increase of €1.8 million compared to the negative adjusted EBITDA €1.8 million in the six-months period ended March 31, 2022. The increase was mainly driven by the decline in gross margin (Revenue less Cost of materials, as a ratio to revenue) which decreased to 52.8% in the six-months period ended March 31, 2023 compared to 53.6% in the six-months period ended March 31, 2022.
The following table presents the geographical breakdown of external revenues for the six-months period ended March 31, 2023, 2022:
| | | | | | | | | | | | | | | | |
| | For the six-months period ended March 31, | | |
| | 2023 | | 2022* | | |
| | (in € million) |
| Revenue by geographical region: | | | | | | |
| Europe | | 277.7 | | | 289.6 | | | |
| of which: Germany: | | 106.9 | | | 120.8 | | | |
| of which: Switzerland | | 31.6 | | | 34.8 | | | |
| of which: United Kingdom | | 85.4 | | | 63.4 | | | |
| of which: Austria | | 12.0 | | | 13.9 | | | |
| of which: France | | 41.8 | | | 56.8 | | | |
| North America | | 55.2 | | | 35.1 | | | |
| of which: United States | | 55.2 | | | 35.1 | | | |
| Rest of the World | | 108.5 | | | 124.4 | | | |
| Total | | 441.4 | | | 449.1 | | | |
* The comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 11- Discontinued Operations.
Non-IFRS Financial Measures
Adjusted EBITDA
Adjusted EBITDA on a consolidated basis is used by management to evaluate our consolidated core on a consolidated basis operating performance on a comparable basis and to make strategic decisions. We believe Adjusted EBITDA on a consolidated basis is useful to investors for the same reasons as well as in evaluating our operating performance against competitors, which commonly disclose similar performance measures. However, our calculation of Adjusted EBITDA on a consolidated basis may not be comparable to other similarly titled performance measures of other companies. Adjusted EBITDA on a consolidated basis is not intended to be a substitute for any IFRS financial measure.
The following table presents a reconciliation of our Adjusted EBITDA on a consolidated basis from its consolidated net loss for the periods indicated.
| | | | | | | | | | | | | | |
| | For the six-months ended March 31 |
| | 2023 | | 2022* |
| | (in € millions) |
| Net loss for the year from continuing operations | | (180.5) | | | (196.4) | |
| Income tax expense/ (benefit) | | (3.0) | | | (8.0) | |
| Depreciation and amortization | | 27.6 | | | 21.5 | |
| Interest expense (net) | | 13.1 | | | (2.6) | |
| EBITDA | | (142.8) | | | (185.4) | |
| Impairment loss | | 0.2 | | | — | |
Other net finance (income)/ costs 1 | | 0.3 | | | (10.8) | |
| Result from investments accounted for at equity | | 0.8 | | | 0.6 | |
Acquisition related charges 2 | | — | | | 0.7 | |
Reorganization and restructuring costs 3 | | 9.2 | | | 126.9 | |
Consulting fees 4 | | 13.2 | | | 31.3 | |
Share-based compensation 5 | | 3.2 | | | 9.1 | |
Inventory write down 6 | | 20.8 | | | — | |
Other items not directly related to current operations 7 | | (1.9) | | | 1.8 | |
| Adjusted EBITDA from continuing operations | | (96.9) | | | (25.8) | |
* The comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 10- Discontinued Operations.
_________________
(1) Other net finance (income)/ costs consists mainly of currency gains and losses and impact from derivative revaluations,
(2) Acquisition related charges consist of transaction costs incurred from acquisitions during the period or subsequent business integration related project costs directly associated with an acquired business.
(3) Reorganization and restructuring costs represent fees and costs associated with various internal reorganization and restructuring initiatives across the SSU’s segments. In the six-months period ended March 31, 2022, reorganization and restructuring costs includes a share listing expenses of €121.9 million.
(4) Consulting fees primarily consists of consultancy fees in connection with acquisitions, financing (equity and debt) and strategic projects
(5) Share-based compensation represents non-cash share-based compensation expenses related to option awards to employees and executives..
(6) One time Inventory write-down due to portfolio realignment of €20.8 million in the six-months period ended March 31, 2023.
(7) Other items are excluded from adjusted EBITDA because they are not considered to be representative of the performance of our businesses.
For the six-months ended March 31, 2023, EBITDA was negative €96.9 million, a decrease of €71.1 million compared to €25.8 million in the six-months period ended March 31, 2022. The increase in negative Adjusted EBITDA is primarily due the decrease in gross margins (Revenue less Cost of material) impacting Net loss from continuing operations. Gross margins in the six-months period ended March 31, 2022 was €93.9 million, a decrease of €69.0 million compared to €162.9 million in the six-months period ended March 31, 2022.
Liquidity and Capital Resources
Sources and uses of funds
Our primary sources of liquidity are our existing cash reserves, the LBBW RCF, two SIGNA Holding GmbH RCFs, Convertible bonds issued to SIGNA Holding which was subsequently sold to our affiliate SIGNA European Invest Holding AG and a commitment from SIGNA Holding which provides the Company with the right to issue and sell (put right) additional convertible Bonds to SIGNA Holding in one or more tranches for an aggregate additional principal amount of €130.0 million.
As of March 31, 2023, the LBBW RCF had an average interest rate of 5.3% based on EURIBOR 3M plus 3.5 points and our outstanding balance on the revolving credit agreement was €100.5 million. The future payments associated with the LBBW RCF are €6.0 million within the next twelve months and €101.5 million over the following four years. The LBBW RCF is secured against a share pledge in one of our subsidiaries.
As of March 31, 2023, our SIGNA Holding RCFs including the bridge financing in the amount of up to €50.0 million in connection with the SIGNA Holding Equity Commitment Letter had an average interest rate of 7.1% based on EURIBOR 12M plus 5.0 points and our outstanding balances on the SIGNA Holding RCFs were €142.0 million. The future payments associated with the SIGNA Holding RCFs are €10.34 million in the next twelve months, and €156.88 million over the following four years. The SIGNA Holding RCFs are unsecured.
As of March 31, 2023, the convertible note to SIGNA Holding of €100.0 million had an average cash interest rate of 5.7% based on EURIBOR 3M plus 4.0 points and PIK interest of 7.0% based on the Convertible note agreement and our outstanding balance on the Convertible note was €107.8 million. The future payments associated with the Convertible note is €6.0 million in the next twelve months, and €189.9 million over the following four years.
On February 6, 2023, we received the SIGNA Holding Equity Commitment Letter from SIGNA Holding. Such commitment provides the Company with the right to issue and sell (put right) Additional Convertible Bonds to our affiliate SIGNA Holding, at the same terms and conditions as the Initial Convertible Bonds, in one or more tranches until and including September 30, 2024 for an aggregate additional principal amount of €130.0 million of newly issued convertible bonds. Simultaneously with signing the SIGNA Holding Equity Commitment Letter, we entered into an amendment agreement to the SIGNA Holding RCF I with SIGNA Holding on February 6, 2023 (the “SIGNA Holding RCF I Amendment”). The purpose of the SIGNA Holding RCF I Amendment is to provide us with a bridge financing in the amount of up to €50.0 million until the respective tranches under the Additional Convertible Bonds have been issued and settled. Any amounts drawn under the additional €50.0 million in funding available to us under the amended SIGNA Holding RCF I will be repaid by issuing Additional Convertible Bonds in accordance with the terms and conditions of the SIGNA Holding Equity Commitment Letter to SIGNA Holding. As of March 31, 2023, €42.0 million of the bridge financing have been drawn.
Under the SIGNA Holding RCF I Amendment also entered into on February 6, 2023, funds drawn thereunder will be used as a bridge
financing to the Group in the amount of up to €50.0 million until the respective tranches under the Additional Convertible Bonds have
been issued and settled. Any amounts drawn under the additional €50.0 million in funding available to us under the SIGNA Holding
RCF I Amendment will be repaid by issuing Additional Convertible Bonds in accordance with the terms and conditions of the SIGNA
Holding Equity Commitment Letter to SIGNA Holding.
We believed on February 6, 2023, that the SIGNA Holding Equity Commitment Letter was sufficient to address our very precarious
liquidity situation since the beginning of our financial year and a period of 12 months from the date of this report and to provide the
Company with a going-concern perspective until mid-February 2024. However, as discussed in this report, our liquidity requirements are more severe than initially anticipated. As a result, we received an additional € 150 million hard financing commitment from SIGNA Holding on June 26, 2023. Such commitment provides the Company with the right to issue and sell (put right) additional convertible bonds to SIGNA Holding, at the same terms and conditions as the ‘Initial Convertible Bonds’ issued on October 4, 2022 and the Additional Convertible Bonds issued on April 20, 2023 and on June 27, 2023, respectively, in one or more tranches from October 1, 2023 until and including September 30, 2025 for an aggregate additional principal amount of €150.0 million.
Cash and Cash Equivalents
We had cash and cash equivalents of €35.4 million as of March 31, 2023 and cash and cash equivalents of €43.0 million as of September 30, 2022, which primarily consisted of cash and bank deposits.
Consolidated Cash Flows
The following table summarizes our consolidated cash flows for each of the periods presented:
| | | | | | | | | | | | | | | | |
| | For the six-months ended March 31 | | |
| | 2023 | | 2022* | | |
| | (unaudited) |
| | (in € million) |
| Consolidated statement of cash flows | | | | | | |
| Cash flow used in continuing operating activities | | (136.2) | | | (144.7) | | | |
| Cash flow used in discontinued operating activities, net | | 1.1 | | | (3.3) | | | |
| Cash flow used in continuing investing activities | | (16.7) | | | (190.2) | | | |
| Cash flow used in discontinued investing activities, net | | — | | | (0.3) | | | |
| Cash flow from continuing financing activities | | 145.1 | | | 356.6 | | | |
| Cash flow used in discontinued financing activities, net | | (0.4) | | | (0.2) | | | |
| Change in cash and cash equivalents from continuing operations | | (7.7) | | | 21.7 | | | |
| Change in cash and cash equivalents from discontinued operations | | 0.7 | | | (3.8) | | | |
| Effect of exchange rate changes on cash and cash equivalents | | (0.4) | | | — | | | |
| Net change in cash and cash equivalents | | (7.5) | | | 17.8 | | | |
* The comparative numbers have been re-presented as a result of discontinued operations. Refer to Note 10- Discontinued Operations.
Net Cash Flows used in Continuing Operating Activities
For the six-months period ended March 31, 2023, net cash flow used in continuing operating activities was €136.2 million, a decrease of €8.5 million, compared to cash flow used in continuing operating activities of €144.7 million in the six-months period ended March 31, 2022. The decrease in cash outflow was mainly driven by lower legal and consulting fees in the current year and decreased net working capital (Inventories, Trade receivables and Trade payables) of €8.0 million.
Net Cash Flows used in Continuing Investing Activities
For the six-months period ended March 31, 2023, net cash flows used in continuing investing activities were €16.7 million, a decrease of €173.5 million, compared to cash flows used in continuing investing activities of €190.2 million in the six-months period ended March 31, 2022. This decrease in cash outflow is due mainly to cash considerations of €192.9 million related to business acquisitions made during the previous half year, in particular, the acquisition of Wiggle Group and Tennis Express, net of cash acquired.
Net Cash Flows from Continuing Financing Activities
For the six-months period ended March 31, 2023, net cash flow from continuing financing activities were €145.1 million, a decrease of €211.6 million, compared to cash inflows from continuing financing activities of €356.6 million in the six-months period ended March 31, 2022. The net cash flow from financing activities was primarily due to proceeds of €162.0 million from the issuance of convertible bonds and financial liabilities from related parties partially offset by repayments of financial liabilities of €7.7 million to financial institutions in the current six-months period ended March 31, 2023 . The net cash flow from financing activities in the previous six-months period ended March 31, 2022 was primarily due to proceeds of €402.7 million from capital contributions partially offset by additional repayments of financial liabilities of €60.1 million to financial institutions in the prior year.
Change in cash and cash equivalents from discontinued operations
For the six-months period ended March 31, 2023, the change in cash and cash equivalent from discontinued operations were €0.7 million, an increase of €4.5 million, compared to cash used of €3.8 million in the six-months period ended March 31, 2022. The increased cash inflow is driven by the transitional service agreement (TSA) entered into with the purchaser of our discontinued Stylefile business which concludes in July 2023.
Exhibit 99.4
Risk Factors
Our business is exposed to a variety of risks and uncertainties, some of which are inherent in our industry and others which are specific to our businesses. The discussion below addresses the risk relating to our ability to continue as a going concern.
We have limited working capital, continue to incur significant losses as well as negative cash flows and without significant additional funding will not be able to continue operating as a going concern.
We have not generated any consolidated net profit since our inception and there are no assurances, neither do we expect that we will be able to achieve profitability in the near future. Our total comprehensive loss for the six-months period ended March 31, 2023 and 2022 were €180.1 million and €201.7 million, respectively. In addition, since our inception, we have had negative operating cash flows and relied on external financing. The uncertain and volatile economic environment across our key regions, combined with significant funding needs and a loss-making business, have in the past limited and may in the future continue to reduce our options for raising additional capital, be it in the form of equity or debt financing. This uncertain and volatile environment may also negatively impact the accuracy of our budgeting and financial forecasting. As a consequence, we may not be able to correctly anticipate our capital requirements.
We require significant additional funding in order to continue as a going concern. We will need to finance future cash needs primarily through private equity offerings, debt, or debt to equity financings. We do not know and cannot provide assurance on whether additional funding will be available in a timely manner, at the desired amount, or on acceptable terms, or at all to allow us to continue as a going concern. To the extent that we raise additional funds by issuing equity securities or instruments convertible into, or exercisable or exchangeable for, equity securities, our shareholders may experience significant dilution. Any financing, if available, may require that we agree to restrictive covenants that could reduce our operational flexibility or profitability.
If we are not able to extend the maturity date of our LBBW revolving credit facility from May 2024 to May 2025, €100.0 million would become due effective immediately in May 2024. As a result, if we are not able to raise an additional €100.0 million of financing until May 2024, we may be required to sell or dispose of certain of our rights or assets on commercially unfavorable terms. Any inability to raise adequate funds on commercially reasonable terms could have a material adverse effect on our business, financial condition, results of operations and prospects, including the possibility that a lack of funds could cause our business to fail and lead to our inability to operate as a going concern or, ultimately, to insolvency, with little or no return to investors.
Grafico Azioni SIGNA Sports United NV (NYSE:SSU)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni SIGNA Sports United NV (NYSE:SSU)
Storico
Da Giu 2023 a Giu 2024
