AS Roma S.p.A.: 2021 - 10 - 27 Financial Report AS Roma Group for the year ended 30 June 2021

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2021 - 10 - 27 Financial Report AS Roma Group for the year ended 30 June 2021

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED

AS AT 30 JUNE 2021

ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

TABLE OF CONTENTS

CONTENT

3

CONSOLIDATION AREA

3

CORPORATE BODIES OF A.S. ROMA S.P.A.

4

SHARE PERFORMANCE AND MAIN SHAREHOLDERS

8

REPORT ON OPERATIONS

12

SIGNIFICANT EVENTS OCCURRED DURING THE FINANCIAL YEAR

13

SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR

23

ALTERNATIVE PERFORMANCE MEASURES (APMS)

26

CONSOLIDATED FINANCIAL PERFORMANCE

28

FINANCIAL PERFORMANCE OF A.S. ROMA S.P.A.

35

RELATIONS WITH RELATED PARTIES

41

INFORMATION PROVIDED IN ACCORDANCE WITH ARTICLE 114 OF LEGISLATIVE DECREE N. 58/98

42

RESEARCH AND DEVELOPMENT ACTIVITY

45

HUMAN RESOURCES

45

MAIN LEGAL PROCEEDINGS AND DISPUTES

45

MAIN RISKS AND UNCERTAINTIES OF THE GROUP

46

BUSINESS OUTLOOK AND GOING CONCERN

54

FINAL CONSIDERATIONS

58

CONSOLIDATED FINANCIAL STATEMENTS

59

FINANCIAL STATEMENTS

60

EXPLANATORY NOTES

68

CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS

141

LEGAL NOTICE AND CONTACTS

146

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ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

CONTENT

The Group of which A.S. Roma S.p.A. (hereinafter also the "Parent Company" or "AS Roma" or "Company") is the parent is referred to hereinafter simply as the Group; when comments refer to the Parent Company or its subsidiaries, the full company names are used.

For the purposes of the preparation of this Annual Financial Report, in view of the considerable impact of the financial and economic position of A.S. Roma S.p.A. on the results of its subsidiaries, the Company has exercised the option afforded by applicable financial reporting legislation of filing a single report on operations accompanying both the separate financial statements of the Parent Company and the consolidated financial statements, while placing greater emphasis, unless otherwise indicated, on phenomena at the Group level.

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 2021. More specifically, the valuation criteria and accounting standards used conform to those adopted for the Consolidated Financial Statements for the financial year ended 30 June 2020. Account has also been taken of the provisions contained in the FIGC Accounting Recommendations as well as the current UEFA Licensing Manual.

The amounts contained in the accounting schedules included in the Report on Operations are expressed in thousands of Euro, while the related comments are in millions of Euro. The rounding up or down of amounts to the next unit 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.

This Report has been prepared on a going concern basis. The Directors of the Parent Company have assessed that, although there are such uncertainties as to give rise to doubts about the ability of the AS Roma Group to operate as a going concern, based on the considerations set out in the section of the Report on Operations entitled "Business Outlook and Going Concern", the Group may have adequate resources to continue operating in the foreseeable future. For these reasons, the financial statements at 30 June 2021 was prepared on a going concern basis.

Finally, it should be noted that the Report on Operations and the Explanatory Notes contain forward- looking statements relating to the economic and financial performance for the 2021/22 financial year, based on estimates and forecast data which, due to their very nature, present varying degrees of uncertainty since the estimated events from which they originate may not occur or may occur to a different extent from the one expected, while events unforeseeable at the time of their preparation may occur, thus generating significant deviations between actual and forecasted values.

CONSOLIDATION AREA

The Group's scope of consolidation includes A.S. Roma S.p.A. and its subsidiaries Soccer Società in Accomandita Semplice di Brand Management Srl (hereinafter "Soccer SAS"), ASR Media and Sponsorship S.p.A. (hereinafter "MediaCo"), and Roma Studio S.r.l. (hereinafter "Roma Studio").

Soccer SAS was incorporated on 15 January 2007, through the contribution by AS Roma of its business unit dedicated to merchandising, marketing and sports sponsorship activities. More specifically, AS Roma, as limited partner, contributed the Business Unit at a value of EUR 125.1 million, as determined by a specific sworn appraisal, while Brand Management S.r.l., as general partner, contributed EUR 0.01 million. The transaction involved for AS Roma, in the financial year closed at 30 June 2007: (i) the booking of a capital gain of EUR 123.1 million, recorded in a specific Shareholders' Equity reserve, determined as the difference between the economic value of the Business Unit and the net carrying amount of its assets

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ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

and liabilities at 30 September 2006, net of cash and cash equivalents that were not transferred; and (ii) the recognition of an equity investment of EUR 125.1 million as an asset in the statement of financial position, against the elimination of the net carrying amount of the assets and liabilities making up the contributed Business Unit. On 17 December 2007, in accordance with the contractual agreements, the adjustment of the contribution of the Business Unit was formalised, on the basis of the statement of financial position of the Business Unit itself, updated to 31 December 2006, which yielded a difference of EUR 1.7 million, which led to a corresponding reduction in the share capital of Soccer SAS and the value of AS Roma's shareholding in its capital, currently held for EUR 123.4 million. At the date of this Report, AS Roma has an equity interest of 99.98% in the capital of Soccer SAS, and a profit sharing of 97.39%. These are unchanged compared to 30 June 2020.

MediaCo was incorporated on 2 December 2014 in the context of the process of refinancing and reorganisation of activities related to the exploitation and management of the AS Roma trademarks and the management of media operations, which were separated from the management of the core business of the Company, i.e., organising and playing football matches. The activities related to licensing and sponsorship, as well as direct media rights, whose activities are currently linked to the TV channel "Roma TV" and the radio station "Roma Radio", as well as other activities carried out on digital platforms, were contributed to MediaCo at their pre-existing carrying amount. The separation of media and sponsorship activities from the Company's other activities simplifies the monitoring of its economic and financial performance. The contribution transactions of the Business Units of AS Roma and Soccer SAS to MediaCo, which represent the commencement of operations for the transferee company, took place on 11 February 2015. At the date of this Report, AS Roma has an equity interest of 11.34% in the capital of MediaCo, while Soccer SAS holds the remaining 88.66%, unchanged compared to 30 June 2020.

Roma Studio, was incorporated on 19 January 2018 as part of a reorganisation of all media, multimedia and communication activities of the Group. More specifically, AS Roma contributed the business unit consisting of the television and radio broadcasting authorisations and the operational agreements that are instrumental to those activities. The share capital of Roma Studio is entirely held by AS Roma.

CORPORATE BODIES OF A.S. ROMA S.P.A.

At the date of this Report, the Corporate Bodies of the A.S. Roma S.p.A. are composed as follows:

Board of Directors

Chairman

Thomas Dan Friedkin

Vice-Chairman

Ryan Patrick Friedkin

Directors

Pietro Berardi

Marcus Arthur Watts

Eric Felen Williamson III

Analaura Moreira-Dunkel

Benedetta Navarra (*)

Ines Gandini (*)

Mirella Pellegrini (*)

Executive Committee

Chairman

Thomas Dan Friedkin

Vice-Chairman

Ryan Patrick Friedkin

Pietro Berardi

Marcus Arthur Watts

Eric Felen Williamson III

Nominations and Remuneration

Chairman

Benedetta Navarra (*)

Committee

Ines Gandini (*)

Mirella Pellegrini (*)

Chairman

Benedetta Navarra (*)

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ANNUAL FINANCIAL REPORT

FOR THE FINANCIAL YEAR ENDED 30 JUNE 2021

Internal Audit and Risk Management

Ines Gandini (*)

Committee

Mirella Pellegrini (*)

Board of Statutory Auditors

Chairman

Claudia Cattani

Standing Statutory Auditors

Luca Benigni

Mario Civetta

Alternate Statutory Auditors

Illa Sabbatelli

Andrea Rocchi

Supervisory Body

Chairman

Marco Nicolini

Michelangelo Curti

Flavio Mecenate

Officer in Charge of preparing the Company's financial reports

Giorgio Francia

Investor relator

Roberto Fonzo

Auditing Firm

Deloitte & Touche S.p.A.

  1. Independent member pursuant to art. 148 of the TUF, of art. 3 of the Corporate Governance Code and by art. 16, paragraph 1 letter. d) and paragraph 2, of the Market Regulations adopted with Consob resolution no. 20249 of 28 December 2017.

Board of Directors

On 17 August 2020, following the formalisation of the agreements with which AS Roma SPV, LLC sold and transferred its controlling interest held directly and indirectly in the Company - and certain related assets and liabilities - to Romulus and Remus Investments LLC (a company specifically appointed by THE FRIEDKIN GROUP, INC.):

  • Messrs. James Joseph Pallotta (Chairman), Charlotte Beers, Richard D'Amore, Gregory Scott Martin,
    Paul Edgerley, Cameron Neely and Barry Sternlicht resigned - with immediate effect - from their respective positions on the Board of Directors of the Company and, on the same date, the Board of Directors co-opted Messrs. Thomas Dan Friedkin (Chairman), Ryan Patrick Friedkin, Marcus Arthur Watts, Eric Felen Williamson III and Analaura Moreira-Dunkel, who remained in office until the date of their resignation at the Shareholders' Meeting of 29 September 2020;
  • Messrs. Gianluca Cambareri, John Galantic, Mia Hamm Garciaparra, Benedetta Navarra, Cristina
    Mazzamauro and Alba Tull resigned from their respective positions on the Company's Board of Directors, effective from the beginning of the Shareholders' Meeting of 29 September 2020.

The Shareholders' Meeting, which met on 29 September 2020 on the proposal of the shareholders Romulus and Remus Investments LLC ("RRI") and NEEP Roma Holding S.p.A. ("NEEP"), holding a total of approximately 86.6% of the share capital of AS Roma, set the number of members of the Board of Directors at nine, and three financial years - and therefore expiring on the date of the Shareholders' Meeting called to approve the financial statements as of 30 June 2023 - as the term of office. The Shareholders' Meeting appointed Thomas Dan Friedkin (Chairman), Ryan Patrick Friedkin, Guido Fienga, Marcus Arthur Watts, Eric Felen Williamson III, Analaura Moreira-Dunkel, Benedetta Navarra, Mirella Pellegrini and Ines Gandini as members of the new Board of Directors. All the aforementioned directors were taken from the sole list submitted jointly by the shareholders RRI and NEEP.

In accordance with Article 15 of the Articles of Association, Thomas Dan Friedkin was appointed as Chairman of the Board of Directors of AS Roma.

The Shareholders' Meeting also approved the proposal submitted jointly by the shareholders RRI and NEEP to set the annual compensation for each independent member of the Board of Directors at EUR 25,000 (twenty-five thousand) gross, in accordance with Article 2389, paragraph 1, of the Italian Civil Code, as well as the reimbursement of expenses incurred in the performance of their duties for each member of the Board of Directors.

The list showing the origin and the curricula vitae of the members of the new Board of Directors have been made available to the public on the Company's website (www.asroma.com) and on the authorised storage website www.1info.it.

Following the Shareholders' Meeting, the new Board of Directors of AS Roma met, which:

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Disclaimer

AS Roma S.p.A. published this content on 27 October 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 October 2021 21:28:17 UTC.

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