Annual Financial Report for the Financial Year Ended As at 30 June 2020
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ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020 ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020 TABLE OF CONTENTS CONTENT AND FORM 3 CONSOLIDATION AREA 3 CORPORATE BODIES OF A.S. ROMA S.P.A. 4 SHARE PERFORMANCE AND MAIN SHAREHOLDERS 7 REPORT ON OPERATIONS SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR 12 SIGNIFICANT EVENTS OCCURRING AFTER THE END OF THE FINANCIAL YEAR 18 ALTERNATIVE PERFORMANCE MEASURES (APMS) 24 CONSOLIDATED FINANCIAL PERFORMANCE 27 FINANCIAL PERFORMANCE OF A.S. ROMA S.P.A. 33 RELATIONS WITH RELATED PARTIES 40 INFORMATION PROVIDED IN ACCORDANCE WITH ARTICLE 114 OF LEGISLATIVE DECREE N. 58/98 42 RESEARCH AND DEVELOPMENT ACTIVITY 44 HUMAN RESOURCES 45 MAIN LEGAL PROCEEDINGS AND DISPUTES 45 MAIN RISKS AND UNCERTAINTIES OF THE GROUP 50 BUSINESS OUTLOOK AND GOING CONCERN 57 FINAL CONSIDERATIONS 62 CONSOLIDATED FINANCIAL STATEMENTS AS AT AND FOR THE YEAR ENDED 30 JUNE 2020 AND EXPLANATORY NOTES: FINANCIAL STATEMENTS 64 EXPLANATORY NOTES 72 CERTIFICATION OF THE CONSOLIDATED FINANCIAL STATEMENTS 152 LEGAL NOTICE AND CONTACTS 156 AUDIT REPORT OF THE INDEPENDENT AUDITORS 157 2 ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020 CONTENT AND FORM The Group of which A.S. Roma S.p.A. (“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 2020. 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 2019 with the exception of the changes introduced by the application, with effect from 1 July 2019, of the new international accounting standard IFRS 16 relating to the treatment of “Leases”, the impacts of which are described in detail in the Explanatory Notes. 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 A.S. 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 Annual Financial Report at 30 June 2020 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 2020/2021 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. 3 ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020 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 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 2019. 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 2019. The MediaCo Shareholders’ Meeting of 11 July 2019 resolved to transform the Company into a public limited company and the company name was therefore changed to ASR Media and Sponsorship S.p.A.. 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 Chief Executive Officer Guido Fienga Directors 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 Guido Fienga Marcus Arthur Watts Eric Felen Williamson III 4 ANNUAL FINANCIAL REPORT FOR THE FINANCIAL YEAR ENDED AS AT 30 JUNE 2020 Nominations and Remuneration Benedetta Navarra (*) Chairman Committee Ines Gandini (*) Mirella Pellegrini (*) Internal Audit and Risk Management Chairman Benedetta Navarra (*) Committee Ines Gandini (*) Mirella Pellegrini (*) Board of Statutory Auditors Chairman Claudia Cattani Standing Statutory Auditors Massimo Gambini Pietro Mastrapasqua Alternate Statutory Auditors Massimiliano Troiani Manuela Patrizi Supervisory Body Chairman Giovanni Mulè 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. (*) 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 Following the formalisation of the agreements which took place on 17 August 2019, 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.