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    ASR   IT0001008876

A.S. ROMA S.P.A.

(ASR)
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Roma S P A : 2020 - 10 - 28 Soccer S.a.s. di Brand Management S.r.l. financial report for the year ended June 30, 2020

10/28/2020 | 02:40pm EDT

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020

TABLE OF CONTENTS

CONTENTS AND FORM

3

GENERAL INFORMATION

3

CORPORATE BODIES

6

REPORT ON OPERATION

SIGNIFICANT EVENTS THAT HAVE OCCURRED IN THE FINANCIAL YEAR

9

SIGNIFICANT EVENTS AFTER 30 JUNE 2020

10

ECONOMIC AND FINANCIAL PERFORMANCE

11

RELATIONS WITH RELATED PARTIES

15

INVESTMENTS IN SUBSIDIARIES, AFFILIATES AND PARENT COMPANIES

16

RELATIONSHIPS WITH THE GENERAL PARTNER BRAND MANAGEMENT S.R.L.

16

RESEARCH AND DEVELOPMENT COSTS

16

HUMAN RESOURCES

16

MAIN LEGAL PROCEEDINGS AND DISPUTES

17

MAJOR RISKS AND UNCERTAINTIES TO WHICH THE COMPANY IS EXPOSED

18

CONSOLIDATED FINANCIAL STATEMENTS

22

BUSINESS OUTLOOK AND GOING CONCERN

23

FINAL CONSIDERATIONS

27

FINANCIAL STATEMENTS AND NOTES FOR THE FINANCIAL YEAR ENDED AT 30 JUNE 2020

ACCOUNTING STATEMENTS

29

EXPLANATORY NOTES

34

REPORT OF THE INDEPENDENT AUDITORS TO THE FINANCIAL STATEMENTS

76

LEGAL INFORMATION AND CONTACTS

79

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020

CONTENTS AND FORM

This Annual Financial Report for the year ended 30 June 2020 (hereinafter also referred to as the "Annual Report" or "Report"), relates to the operating performance of Soccer S.a.s. di Brand Management S.r.l. (hereinafter, also the "Company" or "Soccer"), referring to the financial year 2019-2020 (hereinafter, the "Financial Year" or "Period"), closed on 30 June 2020.

The Company, in application of IAS/IFRS Standards, is considered a special purpose Company and, therefore, is consolidated in the AS Roma Group, including A.S. Roma S.p.A. (hereinafter "Parent Company" or "AS Roma"), ASR Media and Sponsorship S.p.A. (hereinafter "MediaCo"), Roma Studio S.r.l. (hereinafter "Roma Studio"), as well as Soccer itself. As a result of these considerations, the Company prepares its annual financial statements on the basis of international accounting standards, in line with what the Parent Company AS Roma has done.

In compliance with the reference regulations, the Company adopts the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (hereinafter "IASB"), approved by the European Commission in accordance with the procedure set out in Article 6 of Regulation (EC) No. 1606/2002 of the European Parliament and Council of 19 July 2002, in force as at 30 June 2020. More specifically, the valuation criteria and accounting standards used comply with those adopted for the Annual Financial Report for the year ended 30 June 2019, to which reference should be made, with the exception of the changes introduced by the application, as from 1 July 2019, of the international accounting standard IFRS 16 relating to the treatment of "Leases", the impact of which is described in detail in the Explanatory Notes.

The amounts contained in the financial statements included in the Report on Operations and in the Explanatory Notes are expressed in thousands of Euro, while the related comments are in millions of Euro, unless otherwise indicated. Amounts included in the Financial Statements are shown in Euro. The rounding up or down of amounts to the next Euro can give rise, in statements containing accounting data, to items that add up to an amount that is different from the one shown in the line recording the total of same.

Finally, it should be noted that the Report on operations and the Notes to the Financial Statements contain forward-looking statements relating to the economic and financial performance for the year 2020/2021, based on estimates and forecast data which, by their very nature, present varying degrees of uncertainty as to whether they will actually come true, since the forecasted events from which they originate may not occur or may occur to a different extent from that forecasted, while events that cannot be foreseen at the time of their preparation may occur, thus generating even significant deviations between actual and forecasted values.

GENERAL INFORMATION

CONSTITUTION OF THE COMPANY

Soccer was incorporated on January 15, 2007 with the transfer by AS Roma of the business unit consisting of the activities related to the commercial exploitation of the AS Roma brand and its derivatives, for merchandising, marketing and sponsorship activities (hereinafter "Business Unit").

AS Roma, the limited partner, has contributed the Business Unit at an economic value of EUR 125,121,522.95 as determined by a sworn appraisal, net of cash and cash equivalents and cash relating to the Business Unit itself, which have not been contributed, while Brand Management, the general partner, has contributed EUR 10,000.00. In exchange for this contribution, AS Roma obtained a 99.99% stake in the capital of Soccer, which gived it a profit allocation of 97.4%, while Brand Management, with a 0.01% stake, is entitled to a profit allocation of 2.6%. AS Roma's shareholding was subsequently reduced on 6 February 2015 to 99.98% of the Company's share capital, following the sale of a nominal EUR 10,000 of its shareholding to ASR Soccer LP Srl, company then controlled by the parent company AS Roma SPV LLC (USA).

On 17 December 2007, on the basis of the contractual agreements, the balance of the transfer of the Business Unit was formalised, on the basis of the updated statement of financial position as at 31 December 2006, and

3

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020

a difference of EUR 1,699,253.08 emerged, which resulted in a corresponding reduction in the share capital of Soccer SAS.

In the 2014-2015 financial year, the Company's activities were modified by the transactions carried out in the context of the process of refinancing and reorganisation of activities related to the exploitation and management of the AS Roma brands and the management of "media" activities, which were separated from the management of the core business of AS Roma, i.e., the organisation and carrying out of football matches. In particular, to the subsidiary MediaCo was assigned all the activities relating to licensing and sponsorship, as well as the "direct media rights", whose activities are currently linked to the television channel "Roma TV" and the radio channel "Roma Radio", as well as other activities carried out on digital platforms (e.g., website, Facebook, Twitter, Instagram, Pinterest, Weibo, WeChat).

More specifically, on 11 February 2015, AS Roma transferred to ASR Media the "TeamCo Going Concern" Business Unit, relating to the management and commercial exploitation of "direct media rights", consisting of media rights relating to the production and broadcasting, via TV, radio or other media, of content (audiovisual and photographic material) relating to national and international matches, and in general to the activities of the AS Roma football team, other than contracts relating to indirect "media" rights, managed centrally by the Lega Nazionale Professionisti Serie A and UEFA.

On the same date, Soccer transferred to MediaCo the "Soccer Going Concern" Business Unit, relating to the management and commercial exploitation of the AS Roma brands. The scope of the transferred assets and liabilities is defined by all existing legal relationships for sponsorship, advertising and merchandising, with the only exceptions being the merchandising business relating to the retail management of Roma Store (including the management of online sales through the website www.asromastore.it), and the portion of advertising and sponsorship agreements involving the sale of match tickets, which are not included in the scope of the transfer. More specifically, the business unit transferred by the Company to ASR Media consists of the following assets and agreements:

  • ownership of "AS Roma" trademarks, which Soccer Sas was found to own, with regard to rights of commercial exploitation;
  • marketing, licensing and sponsorship agreements and related receivables and deferred income;
  • agreements for the supply of goods and services, and related payables and prepaid expenses;
  • contractual relations with employees in relation to the assets transferred, and related payables;
  • all other assets and liabilities pertaining to the Business Unit.

The share capital of MediaCo is equal to 200,000.00, 86.66% held by Soccer and 11.34% by AS Roma.

On 11 February 2015, MediaCo, as the grantor, and Soccer, as the tenant, also signed a company lease agreement concerning the lease of the company consisting of the assets transferred to the same MediaCo.

CONSTITUTION OF ROMA STUDIO

On 19 January 2018, the new company "Roma Studio Srl" was established by AS Roma with the aim of managing the production, broadcasting and diffusion activities of the Roma Radio and Roma TV channels and all the Group's Media activities, in any manner and technology and on all platforms and applications. In fact, due to the considerable development of the media activities of the AS Roma Group in recent years, which has seen the creation of the radio channel "Roma Radio", the renewal of the television channel "Roma TV" and the growth of social media activities, AS Roma S.p.A. and Soccer have implemented a process aimed at reorganising media activities through the transfer of all media, multimedia and communication activities to Roma Studio.

The main deeds and agreements performed to achieve this reorganisation were as follows:

4

Questo è un estratto del contenuto originale. Per continuare a leggere, accedi al documento originale.

Disclaimer

AS Roma S.p.A. published this content on 28 October 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 October 2020 19:39:01 UTC


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Financials
Sales 2020 140 M 168 M 168 M
Net income 2020 -204 M -245 M -245 M
Net Debt 2020 310 M 371 M 371 M
P/E ratio 2020 -1,41x
Yield 2020 -
Capitalization 278 M 337 M 334 M
EV / Sales 2019 2,43x
EV / Sales 2020 4,27x
Nbr of Employees 415
Free-Float 13,4%
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Managers and Directors
NameTitle
Guido Fienga Chief Executive Officer & Director
Thomas Dan Friedkin Chairman
Giovanni Mulè Chairman-Supervisory Board
Benedetta Navarra Independent Non-Executive Director
Ryan Patrick Friedkin Director
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