Catapult Sports Ltd (CAT) Earnings Call Transcript & Summary

The conference call regarding the strategic acquisition of SBG Sports Software and plans for increased investment to drive growth. I'm Andrew Keys, and I will be moderating today's event. Please note the event is being recorded. In a moment, you'll be hearing from Catapult's CEO, Mr. Will Lopes. Will is in Boston. Will is joined by Catapult's CFO, Hayden Stockdale, who is in Melbourne. At the end of Will's presentation, attendees may ask questions at Will and Hayden by either raising your hand in Zoom or sending me your questions through the Q&A feature. Please note, on the screen, we have the investor presentation accompanying today's announcement. This was lodged with the ASX earlier today and includes relevant legal disclaimers and transaction risks. Good evening, Will. Over to you.

Thank you, Andrew. I appreciate that. Good morning to all of you joining us from Australia, and good evening to anybody who's joining us here from the U.S. as well. So we're quite excited to announce today 2 major initiatives for Catapult. The first is the acquisition of SBG, which is a global leader in video and data analysis, particularly in motorsports but most recently in flow sports as well. A little bit more about SBG. They've had their pedigree starting in a Formula 1. Over the last 4 years, they've taken that technology, which I'll talk about in a minute, and expanded into flow sports, particularly soccer and rugby. Very impressive in terms of the clients they've added to their midst, including some major marquee clients in a very short amount of time. They've had 70% of the EPL teams utilizing their solutions, 14 out of the 18 Bundesligas team. So we're quite impressed with their ability to expand their technology and I think fits fantastically well in terms of our strategic vision. Their technology, in many ways, will accelerate, I think, a lot of the things we've been trying to focus here at Catapult, specifically the ability to contextualize performance data over video. And very importantly is that when we looked at this acquisition, not only do they have a strong financial model and performance, but it was materially accretive to the key areas that we care about here at Catapult, particularly from a SaaS metrics. They've delivered 28% of ACV growth in the past year, 28% EBITDA margins, which I guess, at Rule of 40 is at 56%, which we feel is fantastic. And they're doing so in a software that's delivering 96% gross margin. They're free cash flow positive, and they're operating with a positive EBITDA as well. So all of the things that, I think, from a SaaS business that we care about, they're doing very well. Now the second thing that we're announcing today is that to capitalize on this acquisition and given the confidence that we had ending our fiscal year '21, we're also accelerating investment, particularly in R&D with a real focus of improving not only the integration of what we're doing with the SBG software and expanding that software in other markets, but also accelerating our ability to create data and insights around data science and expanding our Performance & Health category. And with that, we're raising an equity -- we're doing an equity raise of $35 million, which is now fully underwritten placement, with a $5 million share purchase plan, which I'll let Hayden describe a little bit later. But just a couple of highlights on the summary here related to SBG. As I mentioned, they -- their technology today, not only based on the contextualization of data but the platform in itself, which is multi-operating-system-agnostic, so it operates in a Windows platform, a Mac, the variations of mobile OSs as well as in the cloud, which is a significant step forward, we believe we'll accelerate our road map by 2 years. What they're doing today from a technology perspective is generating tremendous workflow time savings for customers, which we believe will translate not only in the ability for us to accelerate our ACV but also increase our retention rates. What we've seen with SBG as well is that their ability to have a technology that allows us to cross-sell into our Performance & Health category, which we've seen some fantastic data points coming out of FY '21 with our product vision and it augments that very well, is an area that I think we could see acceleration of cross-sell, particularly going into FY -- second half of FY '22 and very well into FY '23. As I mentioned in previous calls, one of the core strategy of our business here is to continue to contextualize our performance data, particularly in video, because we believe that creates great value on the data. And I think the acquisition of SBG not only helps us accelerate that but I think augments it in a significant way. We're doing the acquisition at a $40 million acquisition price. It could be up to $45 million. $20 million is in cash, and the rest of it is in restricted and performance-based shares. And as I mentioned, it's materially accretive to our ACV growth, ACV churn, the customer number growth, free cash flow and all of our margin numbers that I think we care about, and particularly contribution margin and EBITDA margin. The second part of our announcement today is the acceleration of our growth strategy. We're walking out of FY '21. We felt pretty confident in terms of the ability to capture growth coming out of COVID. And we want to make sure that we accelerate that opportunity going forward. We are planning on investing $20 million to $25 million in the next 2 years in organic growth opportunities. $17 million of that will be focused on technology, product and data science investment with $8 million focused on expanding our sales footprint as well as the operational capacity so that the business has scale. And we believe that all of this investment not only will generate growth on the top line but it will find efficiencies in expanding our margins on below line. And we're pleased to announce that our equity raise at $1.90 per share has been underwritten fully, and I'll let Hayden describe that. But I also want to thank and announce that the 2 independent nonexecutive directors, 2 most recent Board members are also contributing to this acquisition -- sorry, this equity raise with Tom Bogan and Michelle Guthrie participating. Before I share a little bit more about SBG, I figured it's worth sharing and reminding everyone, I think, what we're trying to achieve from a strategy perspective, particularly focused on growth and why SBG fits into this model. Since I've joined Catapult, I think a core part of our focus here is to ensure that we are building a platform that addresses multiple customer needs, particularly in the sports technology field. And the importance of that is that it really helps us create data fluency across all of our solutions so that data created on one software is accessible and understood in a different software within the platform. And the reason that's important is that, that data fluency will give us the ability to generate new insights to help teams make better decisions. And more importantly is that access to that data will give us the opportunity to create algorithms that allows us to make our data insights more predictive and prescriptive. A core part of that ability to have insights is to contextualize it to help coaches, in particular, but athletes as well to understand the relationship between data and performance. And as we pull those 3 things together, they definitely generate a flywheel effect that will help us drive customer value, which ultimately drives growth, particularly around our ACV expansion. And important to note here is that we are operating in a very large and growing market. So our prize, at the end of the day, I think, is significant. The sports technology market is about $16 billion today, and it's anticipated to grow to about $40 billion by 2026. But more importantly, is that in the core segments that we operate in, which is wearables and data analytics, that is expected to reach $16.6 billion by 2026. And data analytics, in particular, is expected to be the fastest-growing part of this market with a CAGR of 26.4% in the next 5 years. So I think when we look at this and given our strategy, we feel very confident in the idea that we are planning to expand our ACV by 10x. And if we do so in the next 5 years, we still only represent less than 3% of this market, which we feel very confident that can be achieved. Let's talk a little bit about the acquisition of SBG and what we're excited by. As I mentioned, part of why we're doing this acquisition is that not only it fits strategically in what we're trying to do and accelerate our growth but it helps us create more value in our data, particularly our performance data. Two, it also brings in a TAM for us that, although we were not chasing, we're very excited to have, and is a TAM that has real focus on data, which we believe will be significant for us in expanding to our flow sports. Third, I think from the position that Catapult is in today, this couldn't be a better fit. They're a technology company that has real success around data and analytics and expansion into a -- new sets of sports like soccer and rugby, but they have not yet expanded that footprint globally. And given our global footprint and our success in cross-selling for Performance & Health customers, we could see the ability to accelerate this tremendously. And as I mentioned on the acquisition terms, a core part of our focus on valuing SBG was to ensure that we were looking at the Rule of 40, particularly around our SaaS metrics. And as you could -- I think as you can see from the numbers below, they not only are they delivering that but they're exceeding on it. A couple of points here just to point out on the strategy. I think when we looked at the acquisition of SBG, there were a couple of things that I think stood out for us. Obviously, the development of contextualizing performance data and video was key and the ability to accelerate that within a couple of years, I think, was going to be important. The fact that it complemented our development strategy for Vision was also key. Although we're very excited what they bring, we know there are things that we've developed in the last couple of years that are -- complements what they have. And the idea of bringing these 2 solutions, I think, will definitely make our product one of a kind in this market. Two was really looking at something that enhances our platform. So when we looked about data fluency and some -- and scalability, what we saw with SBG was the ability to not only have something that could accelerate our ACV and our customer growth outside of North America, but also that it could be something that we could build on within our product in North America going forward. Three was their ability to actually help us with our data capability. One of the things that has been fascinating in learning about SBG and what they've built is really looking at how data-intense Formula 1 and motorsports are. The ability to capture metadata, real-time live video up to 130 cameras at a time in a single race and the ability that they have to create predictive outcomes during a race, I think, really highlighted how data capabilities in terms of their platform are pretty far advanced and will be augmenting, I think, the technology that we've built here at Catapult. And then lastly, of course, the lens that I think we always put any acquisition on is, is it going to add significant value to our customer base long term. And I think the solutions they've built, and particularly around finding time savings for staff workflows, is something that I think really stood out to us. Then I think the other lens that we wanted to make sure SBG, I think, was good at was helping us accelerate our ACV growth going forward. And there were 4 things that I think really stood out for us. One, their position today, I think, with a solution that they have immediately closes the gaps that I think will allow us to be competitive in video solutions in soccer and rugby, which we know is an area that we have huge amount of Performance & Health customers and allows us to accelerate our ACV opportunity there. Two, one of the things that I think was quite validating about the cross-sell opportunity is that when we looked at their -- when we look at the amount of teams they had in field sports and the overlap of those teams already utilizing our wearable software, what it showed is that -- that overlap is about 50% -- really indicated that if we could bring their solutions to our Performance & Health customers, which is significantly more than what they have overall, it really showed the value of that expansion and the value of that cross-sell opportunity. Three, as I mentioned before, it expands our TAM. We immediately add motorsports as a new area of focus and in a market that I think we have now the leading solution in it. And lastly is really around the integration of that wearable data, performance data and video analysis. We continue to believe a core to our strategy here is contextualizing our performance data for video and really helping coaches understand more and -- understand and get more value on the wearable data, but also empowering our sports scientists, who are working with teams across the globe, improving tactical analysis within video. And we think the results of that will lead to higher retentions of our products across all of the organizations we work with. So we're very excited about our opportunity to accelerate ACV growth going forward. A little bit about the product suite that SBG has built. They basically have a core product that started with RaceWatch, which is a very sophisticated motorsport product. As a matter of fact, if you look at that screen on the bottom right, all of that -- all of those screens you see in that picture are the same SBG software just running with a different presentation layer. As a matter of fact, that is a team in Formula 1's headquarter watching it during a live race. And what you see there is that not only are they pulling huge amounts of live video feeds, but they're also pulling car telemetrics in ways that are really unique, whether they be tire degradation, track temperature, wind speed, engine power, et cetera, and they're using that to create simulations to improve their race strategies. And at any given race, a team will -- the software itself, actually, will generate nearly 2 million race outcomes. And all of those outcomes are doing it live and predictive, which I think speaks highly of the opportunity that they've used to then build the next 3 set of software, which is around MatchTracker, which is a product that's really combining that same level of data and live video feeds for soccer and rugby. They've utilized that to improve the workflow product, which is called Focus, really focused around improving the compatibility around how do you review videos with athletes, how do you review videos with the coaching staff. And then most recently, they launched Hub, which is a cloud application to support sharing of video and recording live demonstrations with their staff, particularly something that I think was highly accepted during this pandemic period.

Yes, I was just going to add maybe into that, too, Will, the point you made about the 2 million simulations. I think it's really important to sort of fully understand the power of that as well, in particular with what we're looking to do with our data strategy as we look to move from sort of descriptive analytics more into predictive and prescriptive analytics. And the fact that there's a platform here in RaceWatch, which is really in a sports industry that's probably the most data-intensive industry that there is in the world of sport. And they're already doing a lot of those predictive analytics there. So I think it really helps us on that journey of sophisticating, I suppose, where we want to get to with our data and our insights.

Absolutely. Absolutely. Thanks for that point, Hayden. Actually, and to that, I think a little bit about their technology that I think also has been quite impressive. The team has obviously been working on video technology and analytics for quite some time. As we mentioned, they started with high-profile customers. As a matter of fact, their original impetus was to start with the Mercedes F1 team to build a better race strategy system. The team there is a strong leadership team. They've had 20 years of video, software and engineering experience. As a matter of fact, the founder and CEO, Gareth, somebody we really, really enjoyed working through this transaction, is someone who has been working on video for a very long time, prior to SBG, worked in the broadcasting and media end. One of the unique things is that -- and it's actually quite unique for video capabilities overall, particularly in Hi-Fi scrubbing in sports is that their ability to work on any platform is something that we knew was in our road map. It was going to be important for our future. So with this acquisition, I think we get a technology which we're quite impressed and excited about. But most importantly, I think, is the scalability of what they've done with their technologies, that they've been able to pull all of their innovations around motorsport and then very quickly become one of the most disruptive solutions for soccer and rugby, particularly focused on that real-time capture and analysis of video, where they're generating tremendous visualizations that are assisting coaches break down tape and factors that are driving performance in real time. And then from a weekly workflow, when video editors are actually improving -- sorry, creating videos that need to be reviewed by the athletes of the teams, it's actually improving their workflow today by 50% against any competitors, and that includes ourselves in it. So I think we're excited by the fast adoption that they've seen as they moved into new sports, how competitive they've become. And we know it's a market that is quite difficult to penetrate. So I think from all of that, we're very impressed with the level of technology that they have. The other component here is that not only have they expanded to different sports but they've expanded to those new sports with very high marquee clients. As you can see there, we're talking about the likes of the Man Citys, the Arsenals, Manchester United. They work with the very best in motorsports, not only with the organization, the FIA, but also with all of the teams in Formula 1 at this point. And their level of penetration was really quite rapid. I think in 4 years, it's about 70% of penetration within the EPL leak. And within the Bundesliga, it was about 30% in just 2 years. So not only strong penetration but very high levels of marquee clients. And as you can see from this slide, their ability to actually generate ACV growth, particularly as they started to move out of motorsport has really been impressive. I think remarkable that over the past 3 years, ACV in soccer alone has averaged about 130% growth. Remarkable adoption, as I mentioned, around the EPL and the Bundesliga. But more impressive, at least for somebody like myself who's been running a subscription business for a long time, is that their ACV churn has been under 5% and pretty much steady for the last periods of their growth here, which I know we've been very impressed at our fact that we've gotten to 5 -- under 6% this year, the fact that they're under 5% I think is a great credit to their technology and their tools. Important, I think I talk about the Rule of 40 quite often, and I think it's probably worth reminding what the Rule of 40 on a SaaS business is, is typically you're looking for a pipeline growth and your EBITDA margin combined to be over 40. Typically, in the early days and particularly in the investment cycle, you're focused on the growth number to be higher than your EBITDA number. But ideally, you're always comparing those to numbers so that you're not only growing, but you know you're growing efficiently, particularly over time. And when we apply those lens here at SBG, I think what we saw was that not only did they hit that 40% number against what we believe our optimal mix is around 45%, but they really exceeded that around 56%. And what I think is more pleasing is the fact that coming out of the second half of FY '21, we really saw some great indicators and evidence points that we could cross-sell our video solution outside of North America, where we had a growth of customer base around 42%. But the bit that we were struggling really was around the ACV front. And I think with the acquisition of SBG, now we have the capability of accelerating the volume, but we also have the capability of accelerating the ACV number as well. So we see huge increment in terms of improving our EBITDA margin down the line. And I think we're really, really jazzed about the ability that I think they're exceeding on this Rule of 40. A little -- a couple of points here to make on the SBG SaaS metric because I think just on a stand-alone, not only is this acquisition exceeding the Rule of 40 but it's materially accretive to our numbers. And as you can see there, it's improving our ACV, it's improving our ACV churn. The only number that it's not improving really is on lifetime duration, and it's only because their customer base is a bit younger than ours. But even so, you're looking at a lifetime duration of 5.5 years, which I think for a company of their maturity is fantastic. Improving on multi-solution customers, gross margin contribution and EBITDA. So I think we couldn't have asked for a better comparison, I think, from a SaaS metrics in this acquisition. And looking at their financial output here, I think we're also very pleased at what they've been able to accomplish. You look at their subscription revenue, in -- just in the last year, it's grown 28% matching. They're fully 100% revenue business, so their ACV is matching their subscription business. They've done a fantastic job in growing their EBITDA. And as you can see, free cash flow has done very, very well. So they're operating at a negative working capital, which is another component that I think we like and particularly as we look forward in scaling their business, I think we're very excited by that. We do anticipate the transaction to close in July, probably most likely in the early side of July. And from a multiple perspective and valuation, we feel very good about what we're paying for them, particularly given our ability to help them scale and our ability to support our ACV growth and accelerate our road map from a technology basis. Well, that's a little bit on our acceleration of our investment capital. I think the other component of the announcement today that I think we're feeling pretty excited by is that we want to make sure that we're coming out of this sort of COVID momentum that we saw -- or sorry, I say post-COVID momentum that we saw in the second half of the year is that we want to ensure that we accelerate our ability to capture the momentum and continue to accelerate our growth for the next 2 years. We have a very focused plan on organic growth. And we plan to invest about $20 million to $25 million during that period. Very focused, again, at expanding our ACV and scaling our long-term and the medium-term margins. $17 million of that investment is very focused on technology and product and data. In particular, I think we're really focused on capitalizing in this acquisition and accelerating further the capitalization and data science opportunities that we see with the acquisition of SBG, further investing in SBG's product so that we could use that to expand into new TAMs, particularly around sports here in North America, whether they be basketball, baseball and American football. And then obviously, we want to continue to accelerate our Performance & Health product, which we've seen just tremendous growth, particularly looking at Q4 in our last fiscal year of 55%. So there's a road map there that we want to make sure we bring quickly to market so that we continue to capture that growth that we're seeing today. The other $8 million is really focused on expanding our sales operations and really preparing the operational capacity here from a scaling capabilities. On sales, it's really focused around expanding our sales footprint in areas where we're underpenetrated today but we're seeing success, so areas like Eastern Europe, Scandinavia, Latin America. And then on the operational capacity is really to ensure that we start to operate a bit more efficiently. And there are areas around revenue operations as we brought new leaders in that we want to make sure we are investing so that our contribution margin down the line continues to improve, and that should find itself improving and expanding our EBITDA margin later on. From an outlook perspective, I think we continue to feel really, really confident that this acquisition will continue to improve our short- and medium-term ACV growth. I think an acquisition like SBG not only gives us the ability to accelerate our cross-sell and the combination of what we have in our sales force really allows us to accelerate that cross-selling component. We're very focused on continuing to focus on our Rule of 40 ambition. And we're very confident in the long-term strategy of expanding our ACV to 10x where it is. And again, I continue to remind the market that as we continue to transition into subscription sales, we will continue to see a short-term negative impact on revenue and EBITDA from lower capital sales, but we anticipate that the impact here is going to be just in the short term. As a matter of fact, in the long term, we anticipate our EBITDA and gross margin will actually expand associated with subscription sales. With that, I'm going to pass on to Hayden to talk a little bit about the source -- sorry, about the equity raise. I don't think we'll spend a lot of time here. I think I've covered a lot of the source and use of funds. But we highly recommend, if folks want to get a little bit more view on it, to go and download our presentation, which we put in this morning. But maybe I'll let Hayden talk a little bit about the equity raise.

Yes, fantastic. Thanks, Will. And look, just to reiterate the message I think you left with investors. We're super, super excited by this. I think it's a fantastic step in the growth part of the company, and I think it's going to set us up phenomenally well to achieve what we're really all setting out to achieve, and that is to deliver unrivaled value to our customers and then go through that to share in that success ourselves with growth and high margins. So super excited on that front. Just one point I think I just want to reiterate on the previous slide, and there's no need to flip back to it, but the -- from the sources and uses perspective, I just want to highlight the fact that we are fully funded for all of our ambitions from an organic growth perspective with what we intend to do over the next couple of years with our technology and our product and data science expansion in particular. So in terms of the equity raising itself, as Will has pointed out, we're looking to do a $40 million raising from the public, both institutional as well as retail, split $35 million and $5 million through an SPP. There is also a small component there which is going to be subject to shareholder approval, and that relates to 2 of our directors, in fact, our newest 2 directors on the Board who are going to be subscribing on the placement terms as well. I really want to acknowledge the very strong support that both Michelle and Tom have given the company, including the vote of support that comes with a very meaningful investment from them. So thank you to both of them. And also really thank you to the investor response we've already had to date. We're very confident that we'll close this deal very strongly. I'm pleased to announce that as we open the deal, we were contemplating having it open for 2 days, and we have decided to shorten that to 1 day on the basis that as we launch the deal, we launch it with the book of demand already fully covered. So that's a very pleasing sort of vote of momentum and confidence as well from the market I'm very appreciative of. In terms of the equity raising details, as you'll see there, the placement price is AUD 1.90. It's the same price that we'll be offering in the SPP and also for the director placement. It represents almost a 13% discount to the last close yesterday. We appreciate that the share price had a bit of a good run there yesterday, and therefore, it's sort of a slightly lower discount to the 5-day VWAP. With respect to the 20-day VWAP, it's actually an 11.5% discount to $2.15, which is also the price that the equity component of the SBG acquisition is being done at. So certainly, investors today are getting the opportunity to invest at a discount to that price, which is pretty much in line with where the market closed yesterday. And as you'll see the note at the bottom, thank you to our partners in both Canaccord and Evans and Partners as well as Reunion Capital for the support that they've given us through this transaction. Just very quickly on the timetable. As I mentioned, we're launching today, we're also looking to close today. And then on the back of that, we will be lifting the trading halt and our shares should be trading tomorrow with settlement happening in just short of a week's time with the new shares trading actually in a week's time as well. So with that, Will, I'll hand back to you to close out.

Fantastic. Thank you. Look, I think we're going to open up for Q&A. But before we do, I think I just want to reiterate we're very excited. I think from the moment I took over here at Catapult, I knew there was going to be a period where it was going to take a little bit of us getting our scaling capabilities ready. I wanted to make sure that the company was finding its momentum. Obviously, our pandemic detour maybe slowed our ambition down for the past year. But I think the momentum we're seeing coming out of FY '21, the opportunity that we have at hand with SBG, I think, is making us really, really bullish about our future, and we couldn't be more excited. So with that, let me hand it back to Andrew for questions.

All right. Thanks, Will. Owen Humphries from Canaccord is first in line.

Can you guys hear me okay?

Yes.

Just a quick question. So can I just ask how many field teams have -- so the business has diversified away from its revenue into soccer and field sports the last couple of years, and you can see you had some good product market fit there. Can you just talk me through how many of those teams you have in field and how many utilize Catapult's wearable data already as ingested into their platform? And if it's not your data, who else's data were they using in field sports?

Yes. So they -- I think, overall, I want to think about 52-ish teams, maybe 55. I can't think -- I just don't have that number in front of me, but it's in one of the slides. And about half of those are utilizing Catapult's performance wearables. So about 50% of those. And I think what made us excited there is really that when we look at the amount of performance customers we have, the reality is that our opportunities to bring SBG software to them is pretty significant. And then also, I think the overlap between the teams that have performance wearables and SBG software today within the SBG client set are very high-level marquee clients, right? And I think one of the things that we pointed out there, immediately with this acquisition, we now are working with, I think it's 16 out of the 20 EPL teams, 14 out of the 18 Bundesliga team, which is significantly kind of high penetration on a very marquee end. To your other question there, Owen, if they weren't using our performance product, who else were they using? I don't know. I think it's probably a mixture, I would assume, of a variety of different potential competitors and in some cases, it may be none.

And then just around the process, was this -- did you guys find this business -- was there a sale process? And just talk me through, is the senior management team staying with the business? And then a follow-up question there is just around the earnouts, just what's required for the exec team of SBG to receive that $5 million earnout?

Yes. I'll tell you a little bit about how the process came about and then I'll let Hayden talk a little bit more on the earnout. They were not looking to be sold. So there was not a formal sale process going on. We actually had heard that they had declined an offer to be acquired. And I was curious more than anything. I think I had been actually quite curious about what was being done, particularly around video and data in motorsports because I knew it was way more data-intense than what we were doing in flow sports. And I had heard that they had done a couple of things around live capturing that I thought was unique. So it started with a conversation with their CEO and founder, Gareth. I think there was a really a good meshing of strategy and meshing of the minds there where they really saw what we were trying to do, particularly from an analytics perspective and contextualizing that over video and how that was going to change sports technology overall and sort of the meaning of data in sports. They saw the opportunity to really scale something that they were very passionate about, which is a technology that they built, by joining forces. So I think the combination of those 2 led us to have a little bit more deeper discussion around were they open to joining teams. We initially started with a conversation around partnership. But I think at the end of the day, it just felt really right, not only because it made sense financially, it made sense strategically, but it made great sense actually from a culture perspective between the 2 companies. So which leads me to maybe the second bit of your question there, which is what's happening with the team. The entire team at SBG is coming over. The size of the team is about 30 overall. There are 3 key executives, Gareth, the CEO, their Head of Product and their Head of Technology there are also coming in. They'll be fully integrated within our team here. Gareth, as a matter of fact, will report directly to me and be a key person to integrating the technology, making sure that motorsports continues to be an important component of what we do with their software. So we're quite excited by that. The remainder of the team is primarily engineers. They're all based in London. And then there is a small team supporting sales and operations. As a matter of fact, it's really impressive the level of what they've done in terms of expanding into soccer and rugby and outside of motorsports considering that the sales team is actually -- it's a team about, I'm going to say 2.5 people because their Head of Product is also their Head of Commercial. And so he kind of plays double-duty on that front. So with that, our expectation, the entire team, they're incented to do so. So let me hand it back to Hayden who I think can talk a little bit about the earnout of the team.

Yes, absolutely. Thank you. And look, I might just add a little bit of extra color to sort of the process too on the M&A side. We have spent a lot of time through COVID doing a couple of things. One, with respect to our own strategy, understanding sort of where exactly we are in the market, but also very much where we want to be and what our strategy is to get from A to B and then figuring out what the internal steps are there and breaking that down into what might be best to build and what might be best to buy and some different sort of criteria around all of that. And we also spent a lot of time mapping the market for opportunities, for M&A opportunities and partnership opportunities, as Will had mentioned, and how that sort of married up with the internal strategy steps we wanted to make. And through that process, SBG was scoring right at the very top. So it was quite serendipitous in many ways that the conversation that Will described when we reached out to Gareth sort of came on the back of the process like that. In terms of the second part of the question relating to the earnout shares. So just to break the consideration down, there's $20 million in cash. There's $20 million in equity. That $20 million in equity is deferred, and the SBG vendors receive that effectively between the 24th and the 36th month from the date of completion in 5 equal quarterly installments. On top of that, there's a further $5 million, which is subject to performance criteria. That $5 million is split into 2, lots of $2.5 million, and that relates to the achievement of certain performance KPIs in years 2 and years 3. Now the KPIs that, that relates to is the KPIs that Will and myself and the rest of the senior management team at Catapult will -- sorry, will be held to and accountable for as set by the Board in advance of each of those years. So it's effectively a sort of criteria which are going to be used for the senior exec short-term incentive plan in years 2 and 3. We're very, very deliberate in structuring it that way. What we didn't want to do was have to put SBG over in a corner and keep it separate and sort of measure and monitor a set of sort of output criteria coming from that. As Will mentioned, there's a very, very strong meeting of the minds culturally, there's very, very strong integration rationale here between the technologies, and we wanted to accelerate that and do that from day 1 without sort of any impediment to that. And we thought it was also very, very important, just playing back on that cultural element too, that the entire senior management team, including SBG, are all very much facing in the one direction with a very, very common set of goals. And that's to bring the 2 companies together and the 2 technologies together all with that singular focus in mind.

Our next question is from Anthony Porto at Morgans.

Just in this -- do these guys actually capture the video data themselves? If not then, I guess, who's claim that add to? And then if they do, does that basically -- I mean, can you see this product usurping Vision? Vision, with 170 customers, probably has grown a little bit quicker than these guys. So how do you see that -- the genesis -- or how do you see them both integrating into each other?

Yes. So when you say that they're capturing the video itself, do you mean camera-wise, is that kind of what you mean?

Yes.

So typically, most video analysis tool are camera-agnostic because you have to be because when you go into different stadiums, there are different camera providers, in some cases, different owners of the camera. Typically, the teams themselves will have access to all the videos because -- as part of their agreements with leagues is that they have access to videos and they do augment that sometimes with their own footage because they want different angles on it. So what they've actually done, which was quite unique, is that their ability to capture video regardless of footage, where it's coming from, and doing that with high volume is actually quite unique from their system, which I think is quite unique. And I'm sorry, Anthony, I forgot the second part of your question there.

Just how this interplays now with Vision.

Yes. So I think there are a couple of things that we had built in Vision that I think was really starting to get traction in certain parts of a team. Some of the things we have done within telestrations, some of the things that we had done on improving tagging, obviously making some of the connections around our performance data was really starting to have a good ability to accelerate in terms of new customers as it related to volume, right, per se. Where we were struggling was actually to accelerate that ACV expansion within Vision because some of the feature sets were not expanding beyond 1 or 2 practitioners within a team. And we're really trying to figure out how do we go beyond the maybe the sport scientist, maybe 1 video editor in the team and how do you start to kind of sell more seat license. And we knew our road map required a couple of things that we needed to solve from a feature perspective. But more importantly, long term is really how do we contextualize that performance data and do some time-saving that I think -- time savings in terms of workflow that I think SBG has done very well. So what we look at here is that we anticipate that we will likely tap into a lot of the technology they've built. We will bring some of that new features that we knew were industry-leading into their technology and make sure that the transition plan of our existing customers obviously it's well-managed and oiled. But we anticipate that they will probably play the core platform. I think our ability to cross-sell them then when you add on top, the features we had built already for Vision and on top of that, you add the performance data that we're getting on wearables and the insights that I think we could create, particularly around predictability and prescriptability, will create something that's truly unique in the market and well ahead of its time.

Okay. Obviously, the U.S. looks like a big opportunity for this company, having 6% of the ACV over there at the moment. How -- and I noticed they do have U.S. field hockey as a client. So I guess how amenable is the product to U.S. sports?

It's still not ready for that. I think it's -- the focus for us is going to be -- what they have today is great for soccer, which is the world's largest sport. It's great for rugby, which we are very strong, and particularly from a performance and wearables category. So I think the -- early on, the focus is how do we expand into those clients that we have around soccer and rugby. We will invest and part of our accelerated investment is to make sure that we expand their software to be ready for sports in North America with a focus on basketball, American football, baseball and hockey. And we do see a significant opportunity there as well. But it's probably going to be sort of the second wave of their growth within us will be on that front. We do see an opportunity to accelerating their presence here in North America with soccer and it's something that I think we'll do very, very quickly.

Is that second wave you're talking about and the need to invest in the product there, is that envisaged in your $17 million? Or is that kind of after that?

That's envisioned in the $17 million, yes.

Thanks, Anthony. We've got some questions, Will and Hayden, that have come through Q&A. And a couple of people have referred to this. The efficiency benefits or the benefits for the customer with -- from the SBG products and the improvement in workflows, how does that reduce weekly workflow times by up to 50%? [indiscernible]

Yes, great question. And so I think what's key, to just kind of put a little contextualization on it, is that there's really 3 sort of core components in sort of video analysis that happens in professional sports. There is a learning component. That means that this is when the athletes are reviewing a video and trying to understand what they need to do for the next play or for the next game. Two, it's around educating. So I'm the coach, I want to telestrate. I want to sit and review and kind of go back and forth on video. And then three is the packaging of that content. And so making sure that I am packaging content around defensive reactions when we're under a pressure situation. I want to review just what a striker is doing when they see a certain defensive strategy. And that packing situation typically requires that there's a lot of manual tagging being done by practitioners, typically video editors in teams. And so in a typical workflow for a week, a video editor immediately after a game will sit down and start to tag, not only some basic things as game, what happened in the game from an event perspective but also what's happening from a tactical and strategy perspective in the video. And then they would utilize that to then create, for a lack of a better term, playlists that allow the coaches to have that education moment and to have that learning moment. What SBG does is actually it immediately connects all of the live video feeds and, in some cases, recorded video feeds with metadata that gets created in some cases by a third party and those third parties could be manual or algorithmic performance data that were -- that happens as well. And then they utilize that to create a lot of that tagging ahead of time so that when the practitioner is creating video solutions -- sorry, video playlists, they could do it very quickly. The other component to it is that their ability to do that in real-time is helping practitioners during games. So as you're preparing to go into that locker room during halftime, they could quickly look and see live dynamic event tracking to say, "Oh, this is when we are under pressure and let's review that with our athletes." And so it's really accelerating how quickly the coaches have that education moment. And that's been a significant improvement in the workflow.

Thanks, Will. A question from [ Andrew Page ]. Can you speak to your expectations around further acquisitions? Is the focus largely organic after SBG is bedded down?

Yes. I think we're -- first -- I think we're very excited with this acquisition. I think we are very excited by our road map on organic growth. And that's our primary focus, certainly right now. I think, as Hayden mentioned, I think one of the fortunate things we had in our favor in the last year is that it did give us a chance to really have a great road map -- to create a great road map of the things that we believe are customer-facing that I think will be industry-leading as well as having a good understanding of our companies that are out there and the things that we're doing that we think are positive or negative. So I think it's -- I think when we look at our long-term ambition of getting to a 10x ACV, I think will be a combination of organic and inorganic on it. And there's nothing at this moment that I think is screaming to us that we want to pay attention to, but we'll continue to focus on companies that -- or opportunities rather that accelerates our SaaS metrics, I think, hits the Rule of 40, hits the road map from a technology perspective that could excite us. But there's not -- there's nothing in the -- sort of on the deck right now that I think we feel that's coming at any time soon.

Thanks, Will. This will be the last question, given the time, from [ Matt Clipstone ]. In terms of financials, in context of the growth strategy, is the focus now on the Rule of 40 and not free cash flow?

Yes. I think to me, quite honestly, I don't think I've ever had a focus here on the free cash flow. I think it's always been around the Rule of 40. And I think it's actually the Rule of 40 that allowed us to create really high-quality free cash flow, right? It was our ability to say, "Hey, we need to meter our investment because we need to find our ways of growth during this pandemic." I think we saw that. We pulled some of -- we found efficiencies. We pulled back some of our investment. It dropped to our EBITDA and -- which ultimately dropped to our free cash flow. But I think our focus has always been around building the best sports technology company that I think we could be. When I look at the market potential of $40 billion in technology around sports, just in professional alone, and then when I look at $16 billion of that around wearables and analytics, our focus is on capturing as much of that with a model that has long-term EBITDA margins. And I think that's our focus right now.

And maybe I'll just add a slight bit of color to that, too. I think we've proven as a company that we have the discipline, as Will points out, to generate free cash flow. We've done that for a couple of years in a row. We're currently at the low point of our cash at 30 June. So at 31 March, we were north of $20 million. And quite frankly, I think it's become obvious to all that it doesn't really make any sense for a high-growth company with enormous high-growth opportunities in its universe to be growing its cash pile, which is fundamentally a low-value-adding asset for us. So we didn't see a need to be cash flow positive. In fact, if anything, what we're announcing today with that accelerated growth strategy is very much implied within it that we will be spending a fair bit of cash over the next 2 years. Fundamentally, we believe that's the right thing to do. It is going to generate growth for us. We're very confident in that. And I've also got to say, we're very encouraged by a lot of the conversations we've had with shareholders and investors, more broadly, who are very supportive of that. So I think it's become abundantly obvious to a lot of people that this is the right thing to do and that we should be investing to capture that growth, provided that, that growth does come with margin accretion. And again, we're confident that, that does, even though we won't be realizing those EBITDA margins in the short term, that they will -- that they are fundamentally sort of underlying that, given the high contribution margins and then in due course in a couple of years, we'll hopefully witness those.

Thanks, Hayden. We'll be finishing the call then in a second. Will, would you like to provide some closing remarks?

Yes. Look, I think, first, I think I want to reiterate just how strong we're feeling about this acquisition, how good we're feeling about the investment opportunity sitting in front of us. I think I just want to, quite honestly, thank the support of many of the shareholders that I think we've heard from in the last day and I think particularly this morning in Australia. I know, as a company, we have a huge opportunity in front of us, and I think to have the Board, our shareholders, our staff and, at the end of the day, also our customers really supporting what we're doing here, I think is refreshing and in many ways, energizing. So thank you to all of you for dialing in this morning and your continued support.

Thanks, everyone. Have a great day.

Great. Thanks all.