SEC Comment Letter 0000000000-23-003821 to SIGNA Sports United N.V. (CIK 0001869858)
SIGNA Sports United N.V. (CIK 0001869858)
Date: April 17, 2023 · CIK: 0001869858 · Accession: 0000000000-23-003821
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File numbers found in text: 001-41156
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United States securities and exchange commission logo
April 17, 2023
Alexander Johnstone
Chief Financial Officer
SIGNA Sports United N.V.
Kantstraße 164, Upper West
10623 Berlin, Federal Republic of Germany
Re:SIGNA Sports United N.V.
Form 20-F for Fiscal Year Ended September 30, 2022
Filed February 7, 2023
File No. 001-41156
Dear Alexander Johnstone:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 20-F for Fiscal Year Ended September 30, 2022
Item 5. Operating and Financial Review and Prospects
A. Operating Results
Segments, page 57
1.Please revise to quantify factors cited to which changes in results are attributed. As an
example, your segment revenues for "Bike and Outdoor" appear to have increased due to
M&A activities with offsets due to to declining 'average order value" and organic growth.
To allow investors to understand the impacts on your segments due to acquisitions and
impacts from your historical operations from a period over period comparison, please
revise to include such quantification. Refer to Instruction 1 to Item 5 of Form 20-F.
FirstName LastNameAlexander Johnstone
Comapany NameSIGNA Sports United N.V.
April 17, 2023 Page 2
FirstName LastName
Alexander Johnstone
SIGNA Sports United N.V.
April 17, 2023
Page 2
Non-IFRS Financial Measures
Adjusted EBITDA, page 59
2.We note your 'Adjusted EBITDA from continuing operations' reconciliation includes an
adjustment for consulting fees, which includes €3.2 million of costs for the "preparation of
being Sarbanes-Oxley compliant." It would appear Sarbanes-Oxley compliance costs
would be normal and recurring operating expenses for a public company. Please tell us
your consideration of Question 100.01 of the staff's Compliance & Disclosure
Interpretations on Non-GAAP Financial Measures in determining the appropriateness of
this adjustment.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Abe Friedman at 202-551-8298 or Lyn Shenk at 202-551-3380 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services