UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July, 2024
Commission File Number: 001-38438
Spotify Technology S.A.
(Translation of registrant's name into English)
| | |
33 Boulevard Prince Henri |
L-1724 Luxembourg |
Grand Duchy of Luxembourg |
(Address of principal executive office) |
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Spotify Technology S.A.
Interim condensed consolidated financial statements
For the three and six months ended June 30, 2024
Table of contents
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Interim condensed consolidated statement of operations
(Unaudited)
(in € millions, except share and per share data)
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| | | Three months ended June 30, | | Six months ended June 30, | | |
| Note | | 2024 | | 2023 | | 2024 | | 2023 | | | | |
Revenue | 20 | | 3,807 | | | 3,177 | | | 7,443 | | | 6,219 | | | | | |
Cost of revenue | | | 2,695 | | | 2,411 | | | 5,327 | | | 4,687 | | | | | |
Gross profit | | | 1,112 | | | 766 | | | 2,116 | | | 1,532 | | | | | |
Research and development | | | 379 | | | 453 | | | 768 | | | 888 | | | | | |
Sales and marketing | | | 343 | | | 399 | | | 667 | | | 746 | | | | | |
General and administrative | | | 124 | | | 161 | | | 247 | | | 301 | | | | | |
| | | 846 | | | 1,013 | | | 1,682 | | | 1,935 | | | | | |
Operating income/(loss) | | | 266 | | | (247) | | | 434 | | | (403) | | | | | |
Finance income | 4 | | 76 | | | 33 | | | 135 | | | 60 | | | | | |
Finance costs | 4 | | (72) | | | (27) | | | (125) | | | (104) | | | | | |
Finance income/(costs) - net | | | 4 | | | 6 | | | 10 | | | (44) | | | | | |
Income/(loss) before tax | | | 270 | | | (241) | | | 444 | | | (447) | | | | | |
Income tax (benefit)/expense | 5 | | (4) | | | 61 | | | (27) | | | 80 | | | | | |
Net income/(loss) attributable to owners of the parent | | | 274 | | | (302) | | | 471 | | | (527) | | | | | |
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Earnings/(loss) per share attributable to owners of the parent | | | | | | | | | | | | | |
Basic | 6 | | 1.37 | | | (1.55) | | | 2.37 | | | (2.71) | | | | | |
Diluted | 6 | | 1.33 | | | (1.55) | | | 2.30 | | | (2.71) | | | | | |
Weighted-average ordinary shares outstanding | | | | | | | | | | | | | |
Basic | 6 | | 199,959,172 | | | 194,420,128 | | | 198,985,721 | | | 193,993,664 | | | | | |
Diluted | 6 | | 206,119,851 | | | 194,420,128 | | | 205,123,767 | | | 193,993,664 | | | | | |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Interim condensed consolidated statement of comprehensive income/(loss)
(Unaudited)
(in € millions)
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| | | Three months ended June 30, | | Six months ended June 30, | | |
| Note | | 2024 | | 2023 | | 2024 | | 2023 | | | | |
Net income/(loss) attributable to owners of the parent | | | 274 | | | (302) | | | 471 | | | (527) | | | | | |
Other comprehensive income/(loss) | | | | | | | | | | | | | |
Items that may be subsequently reclassified to interim condensed consolidated statement of operations (net of tax): | | | | | | | | | | | | | |
Change in net unrealized gain or loss on short term investments | 13, 19 | | 1 | | | (1) | | | (1) | | | 5 | | | | | |
Change in net unrealized gain or loss on cash flow hedging instruments | 13, 19 | | (3) | | | (5) | | | (2) | | | (7) | | | | | |
Change in foreign currency translation adjustment | | | 6 | | | (9) | | | 28 | | | (22) | | | | | |
Items not to be subsequently reclassified to interim condensed consolidated statement of operations (net of tax): | | | | | | | | | | | | | |
Gains/(losses) in the fair value of long term investments | 13, 19 | | 313 | | | (94) | | | 565 | | | (99) | | | | | |
Change in fair value of Exchangeable Notes due to change in the Group's credit risk | 15, 19 | | — | | | (10) | | | (4) | | | (10) | | | | | |
Other comprehensive income/(loss) for the period (net of tax) | | | 317 | | | (119) | | | 586 | | | (133) | | | | | |
Total comprehensive income/(loss) for the period attributable to owners of the parent | | | 591 | | | (421) | | | 1,057 | | | (660) | | | | | |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Interim condensed consolidated statement of financial position
(in € millions)
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| Note | | June 30, 2024 | | December 31, 2023 |
| | | (Unaudited) | | |
Assets | | | | | |
Non-current assets | | | | | |
Lease right-of-use assets | 7 | | 254 | | | 300 | |
Property and equipment | 8 | | 211 | | | 247 | |
Goodwill | 9 | | 1,167 | | | 1,137 | |
Intangible assets | 9 | | 68 | | | 84 | |
Long term investments | 19 | | 1,931 | | | 1,215 | |
Restricted cash and other non-current assets | 10 | | 70 | | | 75 | |
Finance lease receivables | 7 | | 52 | | | — | |
Deferred tax assets | 5 | | 49 | | | 28 | |
| | | 3,802 | | | 3,086 | |
Current assets | | | | | |
Trade and other receivables | 11 | | 753 | | | 858 | |
Income tax receivable | | | 35 | | | 20 | |
Short term investments | 19 | | 1,344 | | | 1,100 | |
Cash and cash equivalents | | | 4,054 | | | 3,114 | |
Other current assets | 12 | | 158 | | | 168 | |
| | | 6,344 | | | 5,260 | |
Total assets | | | 10,146 | | | 8,346 | |
Equity and liabilities | | | | | |
Equity | | | | | |
Share capital | | | — | | | — | |
Other paid in capital | | | 5,637 | | | 5,155 | |
Treasury shares | 13 | | (262) | | | (262) | |
Other reserves | 13 | | 2,595 | | | 1,812 | |
Accumulated deficit | | | (3,711) | | | (4,182) | |
Equity attributable to owners of the parent | | | 4,259 | | | 2,523 | |
Non-current liabilities | | | | | |
Exchangeable Notes | 15, 19 | | 1,323 | | | 1,203 | |
Lease liabilities | 7 | | 472 | | | 493 | |
Accrued expenses and other liabilities | 17 | | 11 | | | 26 | |
Provisions | 18 | | 3 | | | 3 | |
Deferred tax liabilities | 5 | | 19 | | | 8 | |
| | | 1,828 | | | 1,733 | |
Current liabilities | | | | | |
Trade and other payables | 16 | | 1,091 | | | 978 | |
Income tax payable | | | 17 | | | 12 | |
Deferred revenue | | | 657 | | | 622 | |
Accrued expenses and other liabilities | 17 | | 2,223 | | | 2,440 | |
Provisions | 18 | | 24 | | | 21 | |
Derivative liabilities | 19 | | 47 | | | 17 | |
| | | 4,059 | | | 4,090 | |
Total liabilities | | | 5,887 | | | 5,823 | |
Total equity and liabilities | | | 10,146 | | | 8,346 | |
The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Interim condensed consolidated statement of changes in equity
(Unaudited)
(in € millions)
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| Note | | Share capital | | Other paid in capital | | Treasury Shares | | Other reserves | | Accumulated deficit | | Equity attributable to owners of the parent |
Balance at January 1, 2024 | | | — | | | 5,155 | | | (262) | | | 1,812 | | | (4,182) | | | 2,523 | |
Income for the period | | | — | | | — | | | — | | | — | | | 197 | | | 197 | |
Other comprehensive income | | | — | | | — | | | — | | | 269 | | | — | | | 269 | |
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Issuance of shares upon exercise of stock options, restricted stock units, and contingently issuable shares | 13 | | — | | | 242 | | | — | | | — | | | — | | | 242 | |
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Restricted stock units withheld for employee taxes | | | — | | | — | | | — | | | (27) | | | — | | | (27) | |
Share-based compensation | 14 | | — | | | — | | | — | | | 69 | | | — | | | 69 | |
Income tax impact associated with share-based compensation | 5 | | — | | | — | | | — | | | 36 | | | — | | | 36 | |
Balance at March 31, 2024 | | | — | | | 5,397 | | | (262) | | | 2,159 | | | (3,985) | | | 3,309 | |
Income for the period | | | — | | | — | | | — | | | — | | | 274 | | | 274 | |
Other comprehensive income | | | — | | | — | | | — | | | 317 | | | — | | | 317 | |
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Issuance of shares upon exercise of stock options and restricted stock units | 13 | | — | | | 240 | | | — | | | — | | | — | | | 240 | |
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Restricted stock units withheld for employee taxes | | | — | | | — | | | — | | | (33) | | | — | | | (33) | |
Share-based compensation | 14 | | — | | | — | | | — | | | 81 | | | — | | | 81 | |
Income tax impact associated with share-based compensation | 5 | | — | | | — | | | — | | | 71 | | | — | | | 71 | |
Balance at June 30, 2024 | | | — | | | 5,637 | | | (262) | | | 2,595 | | | (3,711) | | | 4,259 | |
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| Note | | Share capital | | Other paid in capital | | Treasury Shares | | Other reserves | | Accumulated deficit | | Equity attributable to owners of the parent |
Balance at January 1, 2023 | | | — | | | 4,789 | | | (262) | | | 1,521 | | | (3,647) | | | 2,401 | |
Loss for the period | | | — | | | — | | | — | | | — | | | (225) | | | (225) | |
Other comprehensive loss | | | — | | | — | | | — | | | (14) | | | — | | | (14) | |
Reclassification of loss on sale of long term investments | 13 | | — | | | — | | | — | | | 3 | | | (3) | | | — | |
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Issuance of shares upon exercise of stock options, restricted stock units, and contingently issuable shares | 13 | | — | | | 75 | | | — | | | — | | | — | | | 75 | |
Restricted stock units withheld for employee taxes | | | — | | | — | | | — | | | (13) | | | — | | | (13) | |
Share-based compensation | 14 | | — | | | — | | | — | | | 105 | | | — | | | 105 | |
Income tax impact associated with share-based compensation | 5 | | — | | | — | | | — | | | 13 | | | — | | | 13 | |
Balance at March 31, 2023 | | | — | | | 4,864 | | | (262) | | | 1,615 | | | (3,875) | | | 2,342 | |
Loss for the period | | | — | | | — | | | — | | | — | | | (302) | | | (302) | |
Other comprehensive loss | | | — | | | — | | | — | | | (119) | | | — | | | (119) | |
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Issuance of shares upon exercise of stock options and restricted stock units | 13 | | — | | | 35 | | | — | | | — | | | — | | | 35 | |
Restricted stock units withheld for employee taxes | | | — | | | — | | | — | | | (19) | | | — | | | (19) | |
Share-based compensation | 14 | | — | | | — | | | — | | | 99 | | | — | | | 99 | |
Income tax impact associated with share-based compensation | 5 | | — | | | — | | | — | | | 18 | | | — | | | 18 | |
Balance at June 30, 2023 | | | — | | | 4,899 | | | (262) | | | 1,594 | | | (4,177) | | | 2,054 | |
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The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Interim condensed consolidated statement of cash flows
(Unaudited)
(in € millions)
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| | | Six months ended June 30, |
| Note | | 2024 | | 2023 |
Operating activities | | | | | |
Net income/(loss) | | | 471 | | | (527) | |
Adjustments to reconcile net income/(loss) to net cash flows | | | | | |
Depreciation of property and equipment and lease right-of-use assets | 7, 8 | | 43 | | | 61 | |
Amortization of intangible assets | 9 | | 18 | | | 27 | |
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Impairment charges on real estate assets | 7, 8 | | 18 | | | 90 | |
Write-off of content assets | 12 | | — | | | 30 | |
Share-based compensation expense | 14 | | 150 | | | 202 | |
Finance income | 4 | | (135) | | | (60) | |
Finance costs | 4 | | 125 | | | 104 | |
Income tax (benefit)/expense | 5 | | (27) | | | 80 | |
Other | | | (1) | | | (3) | |
Changes in working capital: | | | | | |
Decrease in trade receivables and other assets | | | 120 | | | 21 | |
(Decrease)/increase in trade and other liabilities | | | (143) | | | 20 | |
Increase in deferred revenue | | | 28 | | | 24 | |
Increase/(decrease) in provisions | 18 | | 4 | | | (1) | |
Interest paid on lease liabilities | 7 | | (18) | | | (20) | |
Interest received | | | 78 | | | 49 | |
Income tax paid | | | (28) | | | (25) | |
Net cash flows from operating activities | | | 703 | | | 72 | |
Investing activities | | | | | |
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Payment of deferred consideration pertaining to business combinations | | | (10) | | | (7) | |
Purchases of property and equipment | 8 | | (7) | | | (4) | |
Purchases of short term investments | 19 | | (2,283) | | | (375) | |
Sales and maturities of short term investments | 19 | | 2,079 | | | 376 | |
Change in restricted cash | 10 | | 1 | | | (2) | |
Dividends received | 4 | | 18 | | | — | |
Other | | | (4) | | | 3 | |
Net cash flows used in investing activities | | | (206) | | | (9) | |
Financing activities | | | | | |
Proceeds from exercise of stock options | 14 | | 482 | | | 110 | |
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Payments of lease liabilities | 7 | | (39) | | | (42) | |
Lease incentives received | 7 | | — | | | 2 | |
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Payments for employee taxes withheld from restricted stock unit releases | 14 | | (57) | | | (29) | |
Net cash flows from financing activities | | | 386 | | | 41 | |
Net increase in cash and cash equivalents | | | 883 | | | 104 | |
Cash and cash equivalents at beginning of the period | | | 3,114 | | | 2,483 | |
Net foreign exchange gains/(losses) on cash and cash equivalents | | | 57 | | | (37) | |
Cash and cash equivalents at June 30 | | | 4,054 | | | 2,550 | |
Supplemental disclosure of cash flow information | | | | | |
Non-cash investing and financing activities | | | | | |
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Recognition of lease right-of-use asset in exchange for lease liabilities | 7 | | 13 | | | 17 | |
Real estate assets disposed of in exchange for finance lease receivables | 7, 8 | | 47 | | | — | |
Purchases of property and equipment in trade and other liabilities | 8 | | 1 | | | 3 | |
Employee taxes withheld from restricted stock unit releases in trade and other liabilities | 14 | | 3 | | | 3 | |
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The accompanying notes are an integral part of the interim condensed consolidated financial statements.
Notes to the interim condensed consolidated financial statements
(Unaudited)
1.Corporate information
Spotify Technology S.A. (the “Company” or “parent”) is a public limited company incorporated and domiciled in Luxembourg. The Company's registered office is 33 Boulevard Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg.
The principal activity of the Company and its subsidiaries (collectively, the “Group,” “we,” “us,” or “our”) is audio streaming. The Group’s premium service (“Premium Service”) provides users with unlimited online and offline high-quality streaming access to its catalog of music and podcasts. In select markets, the Premium Service provides eligible users with limited online and offline streaming access to its catalog of audiobooks. The Premium Service offers a music listening experience without commercial breaks. The Group’s ad-supported service (“Ad-Supported Service” and together with the Premium Service and other subscription offerings, the “Service”) has no subscription fees and provides users with limited on-demand online access to the catalog of music and unlimited online and offline access to the catalog of podcasts. The Group depends on securing content licenses from a number of major and minor content owners and other rights holders in order to provide its service.
2.Basis of preparation and summary of material accounting policies
The interim condensed consolidated financial statements of Spotify Technology S.A. for the three and six months ended June 30, 2024 and 2023 have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). The interim financial information is unaudited. The interim financial information reflects all normal recurring adjustments that are, in the opinion of management, necessary to fairly present the information set forth herein. The interim condensed consolidated financial statements should be read in conjunction with the Group's consolidated financial statements for the year ended December 31, 2023, as they do not include all the information and disclosures required in the annual consolidated financial statements. Interim results are not necessarily indicative of the results for a full year. The interim condensed consolidated financial statements are presented in millions of Euros.
New and amended standards and interpretations adopted by the Group
Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants - Amendments to IAS 1
On January 1, 2024, the Group adopted the IASB issued amendments to paragraphs 69 to 76 of IAS 1 Presentation of Financial Statements to specify the requirements for classifying liabilities as current or non-current. The amendments are applied on a retrospective basis and require the Group to reclassify the Exchangeable Notes (as defined below) as a current liability if the exchange conditions are met, even if no noteholder actually requires us to exchange their notes. Adoption of this amendment did not result in the reclassification of the Exchangeable Notes as a current liability at any reporting date, from the inception of the Exchangeable Notes to June 30, 2024, as the exchange conditions had not been met.
There are no other new International Financial Reporting Standards (“IFRS”) or IFRS Interpretation Committee (“IFRIC”) interpretations effective during the six months ended June 30, 2024 that have a material impact to the interim condensed consolidated financial statements.
New standards and interpretations issued not yet effective
Presentation and Disclosure in Financial Statements - IFRS 18
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements (“IFRS 18”) which replaces IAS 1 Presentation of Financial Statements. IFRS 18 requires an entity to classify all income and expenses within its statement of profit or loss into one of five categories: operating; investing; financing; income taxes; and discontinued operations. The first three categories are new. These categories are complemented by the requirement to present subtotals and totals for “operating profit or loss,” “profit or loss before financing income and taxes,” and “profit or loss.” IFRS 18, and the amendments to the other standards, is effective for reporting periods beginning on or after January 1, 2027, but earlier application is permitted. The Group is currently evaluating the impact of this new standard.
Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7
In May 2024, the IASB issued amendments to IFRS 9 and IFRS 7, Amendments to the Classification and Measurement of Financial Instruments. The amendments clarify that a financial liability is derecognized on the “settlement date,” which is when the related obligation is discharged, canceled, expired or the liability otherwise qualifies for derecognition. The amendments also clarify how to assess the contractual cash flow characteristics of financial assets that include environmental, social and governance (“ESG”)-linked features and other similar contingent features, and the treatment of non-recourse assets and contractually linked instruments. In addition, the amendments require additional disclosures in IFRS 7 for financial assets and liabilities with contractual terms that reference a contingent event (including those that are ESG-linked), and equity instruments classified at fair value through other comprehensive income. The amendments will be effective for annual reporting periods beginning on or after January 1, 2026, but earlier application is permitted. The Group is currently evaluating the impact of these amendments.
There are no other IFRS or IFRIC interpretations that are not yet effective and that are expected to have a material impact to the interim condensed consolidated financial statements.
3.Critical accounting estimates and judgments
In preparing these interim condensed consolidated financial statements, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation and uncertainty were the same as those applied to the consolidated financial statements for the year ended December 31, 2023.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events.
4.Finance income and costs
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| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions) |
Finance income | | | | | | | | | | | |
Fair value movements on derivative liabilities (Note 19) | — | | | 1 | | | — | | | 1 | | | | | |
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Interest income | 52 | | | 30 | | | 97 | | | 56 | | | | | |
Interest income on finance lease receivables | 1 | | | — | | | 2 | | | — | | | | | |
Dividend income | 18 | | | — | | | 18 | | | — | | | | | |
Other finance income | 5 | | | 2 | | | 10 | | | 3 | | | | | |
Foreign exchange gains | — | | | — | | | 8 | | | — | | | | | |
Total | 76 | | | 33 | | | 135 | | | 60 | | | | | |
Finance costs | | | | | | | | | | | |
Fair value movements on derivative liabilities (Note 19) | (18) | | | — | | | (26) | | | (7) | | | | | |
Fair value movements on Exchangeable Notes (Note 19) | (43) | | | (5) | | | (78) | | | (48) | | | | | |
Interest expense on lease liabilities | (9) | | | (10) | | | (18) | | | (20) | | | | | |
Other finance costs | (2) | | | (2) | | | (3) | | | (6) | | | | | |
Foreign exchange losses | — | | | (10) | | | — | | | (23) | | | | | |
Total | (72) | | | (27) | | | (125) | | | (104) | | | | | |
5.Income tax
The effective tax rates for the three months ended June 30, 2024 and 2023 were (1.6)% and (25.1)%, respectively. The effective tax rates for the six months ended June 30, 2024 and 2023 were (6.1)% and (17.8)%, respectively. The Group operates in a global environment with significant operations in various jurisdictions outside Luxembourg. Accordingly, the consolidated income tax rate is a composite rate reflecting the Group's earnings and the applicable tax rates in the jurisdictions where the Group operates.
For the three months ended June 30, 2024, the income tax benefit of €4 million was due primarily to the recognition of deferred tax assets as a result of the increase in the unrealized gain on the Group’s long-term investment in Tencent Music Entertainment Group (“TME”) of €53 million, offset by €38 million of income tax expense which arose because the excess tax benefit of share-based compensation deductions was recognized in equity and €10 million of income taxes payable associated with entities in a taxable profit position. For the three months ended June 30, 2023, the income tax expense of €61 million was
due primarily to €26 million of deferred tax expense related to the derecognition of deferred tax assets as a result of the decrease in unrealized gain on the Group’s long-term investment in TME, €17 million of income tax expense which arose because the excess tax benefit of share-based compensation deductions was recognized in equity, as well as €12 million of income taxes payable associated with entities in a taxable profit position.
For the six months ended June 30, 2024, the income tax benefit of €27 million was due primarily to the recognition of deferred tax assets as a result of the increase in unrealized gain on the Group's long-term investment in TME of €117 million, offset by €64 million of income tax expense which arose because the excess tax benefit of share-based compensation deductions was recognized in equity and €16 million of income taxes payable associated with entities in a taxable profit position. For the six months ended June 30, 2023, the income tax expense of €80 million was due primarily to the derecognition of deferred tax assets resulting from the decrease in the unrealized gain on the Group’s long term investment in TME of €28 million, €23 million of income tax expense which arose because the excess tax benefit of share-based compensation deductions was recognized in equity, as well as €19 million of income taxes payable associated with entities in a taxable profit position.
Transactions recorded through other comprehensive income/(loss) have been shown net of their tax impact, as applicable.
The Group is in scope of the OECD Pillar 2 Model Rules (“P2 Rules”). The P2 Rules have been enacted (or substantively enacted) in most jurisdictions in which the Group operates, including Luxembourg and Sweden. Although no material exposure arising from Pillar 2 has been identified to date, material Pillar 2 impacts to our tax expense remain possible.
We are subject to ongoing tax audits in several jurisdictions, and most of these audits involve transfer pricing matters. Tax authorities in certain jurisdictions have challenged our tax positions. We regularly assess the likely outcomes of these audits, taking into account any new information available, in order to determine the appropriateness of the tax reserves. If management concludes that it is not probable that a tax position will be accepted, the effect of that uncertainty is reflected at either the most likely amount or the expected value, taking into account a range of possible outcomes. An Advance Pricing Agreement ("APA") with the United States government was executed in July 2024 for the tax years 2014 through 2021 covering various transfer pricing matters. The conclusion of this APA did not have a material impact.
Tax provisions related to uncertain tax positions in the interim condensed consolidated statement of financial position, which management has concluded are not probable to be accepted were €14 million as of June 30, 2024 and €8 million as of December 31, 2023. None of the provisions related to uncertain tax positions are reasonably expected to be resolved within the next 12 months. Interest and penalties included in income tax expense were not material in any of the periods presented. Due to the uncertainty associated with our tax positions, any future agreement with the tax authorities could have a significant impact on our results of operations, financial condition, and cash flows.
Net deferred tax assets of €30 million and €20 million have been recorded in the interim condensed consolidated statement of financial position as of June 30, 2024 and December 31, 2023, respectively. In evaluating the probability of realizing deferred tax assets, the Group considered all available positive and negative evidence of realizability, primarily past operating results. As of June 30, 2024 and December 31, 2023, deferred tax assets of €791 million and €796 million have not been recognized. Changes in profitability, in the jurisdictions where these balances originated, among other factors, could have a substantial impact on management’s assessment of deferred tax recognition.
6.Earnings/(loss) per share
Basic earnings/(loss) per share is computed using the weighted-average number of outstanding ordinary shares during the period. Diluted earnings/(loss) per share is computed using the weighted-average number of outstanding ordinary shares and potential outstanding ordinary shares during the period. Potential ordinary shares, which are based on the weighted-average ordinary shares underlying outstanding stock options, restricted stock units, other contingently issuable shares, warrants, and Exchangeable Notes and computed using the treasury stock method or the if-converted method, as applicable, are included when calculating diluted earnings/(loss) per share when their effect is dilutive. The computation of earnings/(loss) per share for the respective periods is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions, except share and per share data) |
Basic earnings/(loss) per share | | | | | | | | | | | |
Net income/(loss) attributable to owners of the parent | 274 | | | (302) | | | 471 | | | (527) | | | | | |
Shares used in computation: | | | | | | | | | | | |
Weighted-average ordinary shares outstanding | 199,959,172 | | | 194,420,128 | | | 198,985,721 | | | 193,993,664 | | | | | |
Basic earnings/(loss) per share attributable to owners of the parent | 1.37 | | | (1.55) | | | 2.37 | | | (2.71) | | | | | |
| | | | | | | | | | | |
Diluted earnings/(loss) per share | | | | | | | | | | | |
Net income/(loss) attributable to owners of the parent | 274 | | | (302) | | | 471 | | | (527) | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Net income/(loss) used in the computation of diluted earnings/(loss) per share | 274 | | | (302) | | | 471 | | | (527) | | | | | |
Shares used in computation: | | | | | | | | | | | |
Weighted-average ordinary shares outstanding | 199,959,172 | | | 194,420,128 | | | 198,985,721 | | | 193,993,664 | | | | | |
| | | | | | | | | | | |
| | | | | | | | | | | |
Stock options | 4,216,472 | | | — | | | 4,122,911 | | | — | | | | | |
Restricted stock units | 1,925,727 | | | — | | | 1,993,421 | | | — | | | | | |
| | | | | | | | | | | |
Other contingently issuable shares | 18,480 | | | — | | | 21,714 | | | — | | | | | |
Diluted weighted-average ordinary shares | 206,119,851 | | | 194,420,128 | | | 205,123,767 | | | 193,993,664 | | | | | |
Diluted earnings/(loss) per share attributable to owners of the parent | 1.33 | | | (1.55) | | | 2.30 | | | (2.71) | | | | | |
Potential dilutive securities that were not included in the diluted earnings/(loss) per share calculations because they would be anti-dilutive were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
Stock options | 1,429,580 | | | 15,739,427 | | | 1,601,086 | | | 15,739,427 | | | | | |
Restricted stock units | 2,439 | | | 3,476,096 | | | 6,829 | | | 3,476,096 | | | | | |
| | | | | | | | | | | |
Other contingently issuable shares | — | | | 36,898 | | | — | | | 36,898 | | | | | |
Warrants | 800,000 | | | 800,000 | | | 800,000 | | | 800,000 | | | | | |
Exchangeable Notes | 2,911,500 | | | 2,911,500 | | | 2,911,500 | | | 2,911,500 | | | | | |
7.Leases
The Group leases certain properties under non-cancellable lease agreements that primarily relate to office space. The expected remaining lease terms are up to 10 years.
Below is the roll-forward of lease right-of-use assets:
| | | | | |
Right-of-use assets | |
| (in € millions) |
Cost | |
At January 1, 2024 | 684 | |
Increases | 13 | |
Decreases | (172) | |
Exchange differences | 11 | |
At June 30, 2024 | 536 | |
Accumulated depreciation and impairment loss | |
At January 1, 2024 | (384) | |
Depreciation charge | (22) | |
Impairment charge | (12) | |
Decreases | 142 | |
Exchange differences | (6) | |
At June 30, 2024 | (282) | |
Cost, net accumulated depreciation and impairment loss | |
At January 1, 2024 | 300 | |
At June 30, 2024 | 254 | |
During the six months ended June 30, 2024, we recorded €12 million of impairment charges for right-of-use assets in connection with our strategic decision to reduce our real estate footprint in certain locations and initiate subleases of these leased office spaces (“Office Space Optimization Initiative”).
Below is the roll-forward of lease liabilities:
| | | | | | | | | | | |
Lease liabilities | 2024 | | 2023 |
| (in € millions) |
At January 1 | 558 | | | 613 | |
Increases | 13 | | | 17 | |
| | | |
Payments (1) | (57) | | | (62) | |
Interest expense | 18 | | | 20 | |
| | | |
Lease incentives received (2) | — | | | 2 | |
Exchange differences | 11 | | | (14) | |
At June 30 | 543 | | | 576 | |
(1) €18 million and €20 million of interest paid on lease liabilities are included in operating activities and €39 million and €42 million of payments of lease liabilities included in financing activities within the interim condensed consolidated statement of cash flows for the six months ended June 30, 2024 and 2023, respectively.
(2) €2 million of lease incentives received are included in financing activities within the interim condensed statement of cash flows for the six months ended June 30, 2023. There were no lease incentives received during the six months ended June 30, 2024.
Below is the maturity analysis of lease liabilities:
| | | | | |
Lease liabilities | June 30, 2024 |
Maturity Analysis | (in € millions) |
Less than one year | 105 | |
One to five years | 336 | |
More than five years | 273 | |
Total lease commitments | 714 | |
Impact of discounting remaining lease payments | (171) | |
| |
Total lease liabilities | 543 | |
Lease liabilities included in the interim condensed consolidated statement of financial position | |
Current | 71 | |
Non-current | 472 | |
Total | 543 | |
Excluded from the lease commitments above are short term leases. Expenses relating to short term leases were approximately €1 million for both the three months ended June 30, 2024 and 2023, and €2 million for both the six months ended June 30, 2024 and 2023, respectively. Additionally, the Group has entered into certain lease agreements with approximately €40 million of commitments, which had not commenced as of June 30, 2024, and, as such, have not been recognized in the interim condensed consolidated statement of financial position.
The weighted-average incremental borrowing rate applied to lease liabilities recognized in the interim condensed consolidated statement of financial position as of June 30, 2024 was 6.4%.
During the six months ended June 30, 2024, the Group entered into agreements to sublease a portion of its leased offices under finance leases. As an intermediate lessor, the Group accounts for sublease arrangements separately from the related head lease agreements. Subleases are classified as either finance or operating leases by reference to the right-of-use asset arising from the head lease. Where the lease transfers substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease; all other leases are classified as operating leases. Amounts due from lessees under finance subleases are recognized as receivables discounted using the interest rate implicit in the lease. Below is the roll-forward of finance lease receivables:
| | | | | | | | | | | |
Finance lease receivables | 2024 | | 2023 |
| (in € millions) |
At January 1 | — | | | — | |
Additions | 51 | | | — | |
Interest income | 2 | | | — | |
| | | |
| | | |
At June 30 | 53 | | | — | |
Below is the maturity analysis of finance lease receivables:
| | | | | |
Finance lease receivables | June 30, 2024 |
Maturity Analysis | (in € millions) |
Less than one year | 1 | |
One to five years | 38 | |
More than five years | 49 | |
Total lease payments receivable | 88 | |
Unearned finance income | (35) | |
Total finance lease receivables | 53 | |
Finance lease receivables included in the interim condensed consolidated statement of financial position | |
Current | 1 | |
Non-current | 52 | |
Total | 53 | |
8.Property and equipment
| | | | | | | | | | | | | | | | | |
| Property and equipment | | Leasehold improvements | | Total |
| (in € millions) |
Cost | | | | | |
At January 1, 2024 | 93 | | | 444 | | | 537 | |
Additions | 2 | | | 1 | | | 3 | |
Disposals | (4) | | | (55) | | | (59) | |
Exchange differences | 3 | | | 9 | | | 12 | |
At June 30, 2024 | 94 | | | 399 | | | 493 | |
Accumulated depreciation and impairment loss | | | | | |
At January 1, 2024 | (79) | | | (211) | | | (290) | |
Depreciation charge | (5) | | | (16) | | | (21) | |
Impairment charge | — | | | (6) | | | (6) | |
Disposals | 4 | | | 37 | | | 41 | |
Exchange differences | (1) | | | (5) | | | (6) | |
At June 30, 2024 | (81) | | | (201) | | | (282) | |
Cost, net accumulated depreciation and impairment loss | | | | | |
At January 1, 2024 | 14 | | | 233 | | | 247 | |
At June 30, 2024 | 13 | | | 198 | | | 211 | |
During the six months ended June 30, 2024, we recorded €6 million of impairment charges for leasehold improvements in connection with the Office Space Optimization Initiative. The Group had €2 million and €4 million of leasehold improvements that were not placed into service as of June 30, 2024 and December 31, 2023, respectively.
9.Goodwill and intangible assets
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Internal development costs and patents | | Acquired intangible assets | | Total | | Goodwill | | Total |
| (in € millions) |
Cost | | | | | | | | | |
At January 1, 2024 | 68 | | | 168 | | | 236 | | | 1,137 | | | 1,373 | |
Additions | 2 | | | — | | | 2 | | | — | | | 2 | |
| | | | | | | | | |
Derecognition of fully amortized intangibles | (2) | | | (23) | | | (25) | | | — | | | (25) | |
Exchange differences | — | | | 2 | | | 2 | | | 30 | | | 32 | |
At June 30, 2024 | 68 | | | 147 | | | 215 | | | 1,167 | | | 1,382 | |
Accumulated amortization | | | | | | | | | |
At January 1, 2024 | (55) | | | (97) | | | (152) | | | — | | | (152) | |
Amortization charge | (4) | | | (14) | | | (18) | | | — | | | (18) | |
Derecognition of fully amortized intangibles | 2 | | | 23 | | | 25 | | | — | | | 25 | |
Exchange differences | — | | | (2) | | | (2) | | | — | | | (2) | |
At June 30, 2024 | (57) | | | (90) | | | (147) | | | — | | | (147) | |
Cost, net accumulated amortization | | | | | | | | | |
At January 1, 2024 | 13 | | | 71 | | | 84 | | | 1,137 | | | 1,221 | |
At June 30, 2024 | 11 | | | 57 | | | 68 | | | 1,167 | | | 1,235 | |
Amortization charges related to intangible assets of €7 million and €9 million are included in research and development in the interim condensed consolidated statement of operations during the three months ended June 30, 2024 and 2023, respectively. Amortization charges related to intangible assets of €15 million and €19 million are included in research and development in the interim condensed consolidated statement of operations during the six months ended June 30, 2024 and 2023, respectively. There were no impairment charges for goodwill and no material impairment charges for intangible assets for the three and six months ended June 30, 2024 and 2023, respectively.
10.Restricted cash and other non-current assets
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Restricted cash | | | |
Lease deposits and guarantees | 48 | | | 50 | |
Other | 1 | | | 1 | |
Other non-current assets | 21 | | | 24 | |
Total | 70 | | | 75 | |
11.Trade and other receivables
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Trade receivables | 548 | | | 607 | |
Less: allowance for expected credit losses | (3) | | | (5) | |
Trade receivables - net | 545 | | | 602 | |
Other receivables | 208 | | | 256 | |
Total | 753 | | | 858 | |
12.Other current assets
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Content assets | 73 | | | 95 | |
Prepaid expenses and other | 74 | | | 64 | |
Derivative assets | 11 | | | 9 | |
Total | 158 | | | 168 | |
Content asset amortization of €52 million and €53 million is included in cost of revenue in the interim condensed consolidated statement of operations for the three months ended June 30, 2024 and 2023, respectively. Content asset amortization of €103 million is included in cost of revenue in the interim condensed consolidated statement of operations for both the six months ended June 30, 2024 and 2023.
13.Equity and other reserves
As of June 30, 2024 and December 31, 2023, the Company had 204,256,242 and 201,343,630 ordinary shares issued and fully paid, respectively, with 3,448,071 and 4,200,241 ordinary shares held as treasury shares, respectively.
On August 20, 2021, the Company announced that the board of directors had approved a program to repurchase up to $1.0 billion of the Company’s ordinary shares. Repurchases of up to 10,000,000 of the Company’s ordinary shares were authorized at the Company’s general meeting of shareholders on April 21, 2021. The repurchase program will expire on April 21, 2026. Since the commencement of this repurchase program and through June 30, 2024, 469,274 ordinary shares were repurchased for €91 million under this program.
For the three and six months ended June 30, 2024, the Company issued and repurchased 2,000,000 and 2,900,000 of its own ordinary shares, respectively, from its Netherlands subsidiary at par value. For the three and six months ended June 30, 2024, the Company reissued 1,754,106 and 3,652,170 treasury shares, respectively, upon the exercise of stock options and vesting of restricted stock units.
For the three and six months ended June 30, 2023, the Company issued and repurchased 700,000 of its own ordinary shares from its Netherlands subsidiary at par value. For the three and six months ended June 30, 2023, the Company reissued 511,676 and 1,347,969 treasury shares, respectively, upon the exercise of stock options, vesting of restricted stock units and contingently issuable shares.
As of June 30, 2024 and December 31, 2023, the Group's founders held 337,341,690 and 343,841,690 beneficiary certificates, respectively.
Other reserves
| | | | | | | | | | | |
| 2024 | | 2023 |
| (in € millions) |
Currency translation | | | |
At January 1 | 63 | | | 100 | |
Currency translation | 28 | | | (22) | |
At June 30 | 91 | | | 78 | |
Short term investments | | | |
At January 1 | (4) | | | (18) | |
Losses on fair value that may be subsequently reclassified to interim condensed consolidated statement of operations | (10) | | | — | |
Losses reclassified to interim condensed consolidated statement of operations | 9 | | | 6 | |
Deferred tax | — | | | (1) | |
At June 30 | (5) | | | (13) | |
Long term investments | | | |
At January 1 | 224 | | | 161 | |
Gains/(Losses) on fair value not to be subsequently reclassified to interim condensed consolidated statement of operations | 712 | | | (124) | |
Losses on sale of long term investment reclassified to accumulated deficit | — | | | 3 | |
Deferred tax | (147) | | | 25 | |
At June 30 | 789 | | | 65 | |
Exchangeable Notes | | | |
At January 1 | (7) | | | 3 | |
Losses on fair value attributable to changes in credit risk | (5) | | | (14) | |
Deferred tax | 1 | | | 4 | |
At June 30 | (11) | | | (7) | |
Cash flow hedges | | | |
At January 1 | (3) | | | 10 | |
(Losses)/Gains on fair value that may be subsequently reclassified to interim condensed consolidated statement of operations | (6) | | | 3 | |
Losses/(Gains) reclassified to revenue | 13 | | | (35) | |
(Gains)/Losses reclassified to cost of revenue | (10) | | | 23 | |
Deferred tax | 1 | | | 2 | |
At June 30 | (5) | | | 3 | |
Share-based compensation | | | |
At January 1 | 1,539 | | | 1,265 | |
Share-based compensation | 150 | | | 204 | |
Income tax impact associated with share-based compensation | 107 | | | 31 | |
| | | |
Restricted stock units withheld for employee taxes | (60) | | | (32) | |
At June 30 | 1,736 | | | 1,468 | |
Other reserves at June 30 | 2,595 | | | 1,594 | |
14.Share-based compensation
The expense recognized in the interim condensed consolidated statement of operations for share-based compensation is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions) |
Cost of revenue | 2 | | | 1 | | | 3 | | | 3 | | | | | |
Research and development | 47 | | | 60 | | | 86 | | | 125 | | | | | |
Sales and marketing | 18 | | | 21 | | | 34 | | | 41 | | | | | |
General and administrative | 15 | | | 15 | | | 27 | | | 33 | | | | | |
Total | 82 | | | 97 | | | 150 | | | 202 | | | | | |
Activity in the Group's RSUs and other contingently issuable shares outstanding and related information is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| RSUs | | | | Other |
| Number of RSUs | | Weighted average grant date fair value | | | | | | Number of Awards | | Weighted average grant date fair value |
| | | US$ | | | | | | | | US$ |
Outstanding at January 1, 2024 | 2,554,925 | | 132.39 | | | | | | | 36,898 | | 155.83 | |
Granted | 634,307 | | 260.70 | | | | | | | — | | — | |
Forfeited | (70,849) | | 159.43 | | | | | | | — | | — | |
Released | (601,647) | | 151.76 | | | | | | | (14,596) | | 154.15 | |
Outstanding at June 30, 2024 | 2,516,736 | | 159.37 | | | | | | | 22,302 | | 156.93 | |
In the table above, the number of RSUs and other contingently issuable shares released include ordinary shares that the Group has withheld for settlement of employees' tax obligations due upon the vesting of RSUs and other contingently issuable shares. For most of our employees, when RSUs vest, the Group withholds the number of shares that are equal to the monetary value of the employee’s tax obligation from the total number of shares that otherwise would have been issued. The Group then remits cash to tax authorities on the employees' behalf. If all the RSUs outstanding at June 30, 2024 subsequently vest, the Group estimates that it would be required to remit approximately €273 million to tax authorities over the vesting period for the years 2024 through 2028. In determining this estimate, the Group used the Company's ordinary share price as at June 30, 2024. The actual amount remitted to tax authorities is dependent on the Company's ordinary share price on each of the vesting dates, as well as the number of awards that ultimately vest.
Activity in the Group's stock options outstanding and related information is as follows:
| | | | | | | | | | | |
| Options |
| Number of options | | Weighted average exercise price |
| | | US$ |
Outstanding at January 1, 2024 | 12,429,245 | | 165.93 | |
Granted | 597,800 | | 271.67 | |
Forfeited | (145,841) | | 165.47 | |
Exercised | (3,321,213) | | 157.70 | |
Expired | (165,980) | | 301.32 | |
Outstanding at June 30, 2024 | 9,394,011 | | 173.18 | |
Exercisable at January 1, 2024 | 5,793,791 | | 184.98 | |
Exercisable at June 30, 2024 | 3,883,933 | | 195.50 | |
The weighted-average contractual life for the stock options outstanding at June 30, 2024 was 2.8 years. The weighted-average share price at exercise for options exercised during the six months ended June 30, 2024 was US$273.53. The weighted-average fair value of options granted during the six months ended June 30, 2024 was US$116.48 per option.
The following table lists the inputs to the Black-Scholes option-pricing models used for share-based compensation for the three and six months ended June 30, 2024 and 2023:
| | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, |
| 2024 | | 2023 | | 2024 | | 2023 |
Expected volatility (%) | 53.8 - 56.0 | | 51.5 - 58.8 | | 53.7 - 57.6 | | 51.5 - 61.2 |
Risk-free interest rate (%) | 4.4 - 4.9 | | 3.6 - 4.1 | | 3.8 - 4.9 | | 3.5 - 4.7 |
Expected life of stock options (years) | 2.6 - 4.8 | | 2.6 - 4.8 | | 2.6 - 4.8 | | 2.6 - 4.8 |
Weighted-average share price (US$) | 302.05 | | | 145.58 | | | 265.67 | | | 110.26 | |
15.Exchangeable Notes
On March 2, 2021, the Company’s wholly owned subsidiary, Spotify USA Inc. (the “Issuer”), issued US$1,500 million aggregate principal amount of 0% Exchangeable Senior Notes due 2026 (the “Exchangeable Notes”), which included the initial purchasers’ exercise in full of their option to purchase an additional US$200 million principal amount of the Exchangeable Notes. The Exchangeable Notes will mature on March 15, 2026, unless earlier repurchased, redeemed or exchanged. The Exchangeable Notes are fully and unconditionally guaranteed, on a senior, unsecured basis by the Company.
The net proceeds from the issuance of the Exchangeable Notes were €1,223 million after deducting transaction costs of €18 million. The transaction costs were immediately expensed and included in finance costs in the interim condensed consolidated statement of operations for the three months ended March 31, 2021.
The Exchangeable Notes are the Issuer’s senior unsecured obligations and are equal in right of payment with the Issuer's future senior, unsecured indebtedness, senior in right of payment to the Issuer’s future indebtedness that is expressly subordinated to the Exchangeable Notes and effectively subordinated to the Issuer’s future secured indebtedness, to the extent of the value of the collateral securing that indebtedness. The Exchangeable Notes will be structurally subordinated to all future indebtedness and other liabilities, including trade payables, and (to the extent the Issuer is not a holder thereof) preferred equity, if any, of the Issuer’s subsidiaries.
The noteholders may exchange their Exchangeable Notes at their option into consideration that consists, at the Issuer’s election, of cash, ordinary shares of the Company, or a combination of cash and ordinary shares, but only under certain circumstances as set forth in the indenture governing the Exchangeable Notes (the “Indenture”). The circumstances required to allow the noteholders to exchange their Exchangeable Notes were not met during the six months ended June 30, 2024.
The Exchangeable Notes were not redeemable prior to March 20, 2024, except in the event of certain tax law changes as set forth in the Indenture. As of March 20, 2024, the Exchangeable Notes are redeemable, in whole or in part, at the Issuer’s option at any time, and from time to time, and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Exchangeable Notes to be redeemed, plus accrued and unpaid special and additional interest, if any, but only if the last reported sale price per ordinary share exceeds 130% of the exchange price on:
(1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Issuer sends the related redemption notice; and
(2) the trading day immediately before the date the Issuer sends such notice.
In addition, the Issuer will have the right to redeem all, but not less than all, of the Exchangeable Notes if certain changes in tax law as set forth in the Indenture occur. In addition, calling any Exchangeable Note for redemption will constitute a make-whole fundamental change with respect to that Exchangeable Note, in which case the exchange rate applicable to the exchange of that Exchangeable Note will be increased in certain circumstances if it is exchanged after it is called for redemption.
Upon the occurrence of a “fundamental change” as set forth in the Indenture, noteholders may require the Issuer to repurchase their Exchangeable Notes at a cash repurchase price equal to the principal amount of the Exchangeable Notes to be repurchased, plus accrued and unpaid special and additional interest, if any, to, but excluding, the fundamental change repurchase date as set forth in the Indenture.
The Group accounted for the Exchangeable Notes at fair value through profit and loss using the fair value option in accordance with IFRS 9, Financial Instruments. The fair value of the Exchangeable Notes as of June 30, 2024 was $1,323 million. See Note 19 for information regarding the key inputs and assumptions used to estimate the fair value of the Exchangeable Notes.
16.Trade and other payables
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Trade payables | 750 | | | 662 | |
Value added tax and sales taxes payable | 311 | | | 291 | |
Other current liabilities | 30 | | | 25 | |
Total | 1,091 | | | 978 | |
17.Accrued expenses and other liabilities
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Non-current | | | |
Other accrued liabilities | 11 | | | 26 | |
Total | 11 | | | 26 | |
Current | | | |
Accrued fees to rights holders | 1,678 | | | 1,826 | |
Accrued salaries, vacation, and related taxes | 135 | | | 273 | |
Accrued social costs for options and RSUs | 152 | | | 57 | |
Accrued operating liabilities | 134 | | | 163 | |
Other accrued expenses | 124 | | | 121 | |
Total | 2,223 | | | 2,440 | |
On December 4, 2023, the Company announced a reduction in force, through which our employee base was reduced by approximately 17%. As of December 31, 2023, we had accrued employee severance costs related to the reduction in force of €136 million included within current accrued expenses and other liabilities. As of June 30, 2024, we have substantially settled our obligations related to the reduction in force.
18.Provisions
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Legal contingencies | | Indirect tax | | Onerous Contracts | | Other | | Total |
| (in € millions) |
Carrying amount at January 1, 2024 | 11 | | | 8 | | | 1 | | | 4 | | | 24 | |
Charged/(credited) to the interim condensed statement of operations: | | | | | | | | | |
Additional provisions | 6 | | | 1 | | | — | | | — | | | 7 | |
Utilized | — | | | — | | | (1) | | | — | | | (1) | |
Reversal of unutilized amounts | (2) | | | (1) | | | — | | | — | | | (3) | |
| | | | | | | | | |
Carrying amount at June 30, 2024 | 15 | | | 8 | | | — | | | 4 | | | 27 | |
As at January 1, 2024 | | | | | | | | | |
Current portion | 11 | | | 8 | | | 1 | | | 1 | | | 21 | |
Non-current portion | — | | | — | | | — | | | 3 | | | 3 | |
As at June 30, 2024 | | | | | | | | | |
Current portion | 15 | | | 8 | | | — | | | 1 | | | 24 | |
Non-current portion | — | | | — | | | — | | | 3 | | | 3 | |
Various legal actions, proceedings, and claims are pending or may be instituted or asserted against the Group. The results of such legal proceedings are difficult to predict and the extent of the Group's financial exposure is difficult to estimate. The Group records a provision for contingent losses when it is both probable that a liability has been incurred, and the amount of the loss can be reasonably estimated.
As of April 2019, Spotify USA Inc.'s settlement of the Ferrick et al. v. Spotify USA Inc., No. 1:16-cv-8412-AJN (S.D.N.Y.), putative class action lawsuit, which alleged that Spotify USA Inc. unlawfully reproduced and distributed musical compositions without obtaining licenses, was final and effective. Even with the effectiveness of the settlement, we may still be subject to claims of copyright infringement by rights holders who have purported to opt out of the settlement or who may not otherwise be covered by its terms. The Music Modernization Act of 2018 contains a limitation of liability with respect to such lawsuits filed on or after January 1, 2018. Rights holders may, nevertheless, file lawsuits, and may argue that they should not be bound by this limitation of liability. For example, in August 2019, the Eight Mile Style, LLC et al v. Spotify USA Inc., No. 3:19-cv-00736-AAT, lawsuit was filed against Spotify USA Inc. in the U.S. District Court for the Middle District of Tennessee, alleging both that Spotify USA Inc. does not qualify for the limitation of liability in the Music Modernization Act and that the limitation of liability is unconstitutional and, thus, not valid law. We intend to vigorously defend this lawsuit, including plaintiffs' challenges to the limitation of liability in the Music Modernization Act.
19.Financial instruments
Foreign exchange forward contracts
Cash flow hedges
The Group's currency pairs used for cash flow hedges are Euro / U.S. dollar, Euro / Australian dollar, Euro / British pound, Euro / Swedish krona, Euro / Canadian dollar, and Euro / Norwegian krone. The notional principal of foreign exchange contracts hedging the revenue and cost of revenue line items in the interim condensed consolidated statement of operations was approximately €1,556 million and €1,002 million, respectively, as of June 30, 2024, and approximately €1,414 million and €991 million, respectively, as of December 31, 2023.
Fair values
The carrying amounts of certain financial instruments, including cash and cash equivalents, trade and other receivables, restricted cash, trade and other payables, and accrued expenses and other liabilities approximate fair value due to their relatively short maturities. The Group measures its finance lease receivables as described in Note 7. The carrying amount of our finance lease receivables is considered to approximate their fair value at June 30, 2024. Refer to the consolidated financial statements for the year ended December 31, 2023 for information regarding the Group's measurement of its lease liabilities. All other financial assets and liabilities are accounted for at fair value.
The following tables summarize, by major security type, the Group's financial assets and liabilities that are measured at fair value on a recurring basis, and the category using the fair value hierarchy:
| | | | | | | | | | | | | | | | | | | | | | | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | June 30, 2024 |
| (in € millions) |
Financial assets at fair value | | | | | | | |
Cash equivalents: | | | | | | | |
Money market funds | 3,063 | | | — | | | — | | | 3,063 | |
| | | | | | | |
Short term investments: | | | | | | | |
Money market funds | 184 | | | — | | | — | | | 184 | |
Government securities | 261 | | | 7 | | | — | | | 268 | |
Corporate notes | — | | | 331 | | | — | | | 331 | |
Collateralized reverse purchase agreements | — | | | 448 | | | — | | | 448 | |
Fixed income funds | 113 | | | — | | | — | | | 113 | |
Derivatives (designated for hedging): | | | | | | | |
Foreign exchange forwards | — | | | 11 | | | — | | | 11 | |
| | | | | | | |
| | | | | | | |
Long term investments | 1,855 | | | — | | | 76 | | | 1,931 | |
Total financial assets at fair value | 5,476 | | | 797 | | | 76 | | | 6,349 | |
Financial liabilities at fair value | | | | | | | |
Exchangeable Notes | — | | | — | | | 1,323 | | | 1,323 | |
Derivatives (not designated for hedging): | | | | | | | |
Warrants | — | | | — | | | 29 | | | 29 | |
Derivatives (designated for hedging): | | | | | | | |
Foreign exchange forwards | — | | | 18 | | | — | | | 18 | |
| | | | | | | |
Total financial liabilities at fair value | — | | | 18 | | | 1,352 | | | 1,370 | |
| | | | | | | | | | | | | | | | | | | | | | | |
| Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Unobservable Inputs (Level 3) | | December 31, 2023 |
| (in € millions) |
Financial assets at fair value | | | | | | | |
Cash equivalents: | | | | | | | |
Money market funds | 2,111 | | | — | | | — | | | 2,111 | |
| | | | | | | |
Short term investments: | | | | | | | |
Money market funds | 181 | | | — | | | — | | | 181 | |
Government securities | 239 | | | 8 | | | — | | | 247 | |
Corporate notes | — | | | 320 | | | — | | | 320 | |
Collateralized reverse purchase agreements | — | | | 241 | | | — | | | 241 | |
Fixed income funds | 111 | | | — | | | — | | | 111 | |
Derivatives (designated for hedging): | | | | | | | |
Foreign exchange forwards | — | | | 9 | | | — | | | 9 | |
Long term investments | 1,154 | | | — | | | 61 | | | 1,215 | |
Total financial assets at fair value | 3,796 | | | 578 | | | 61 | | | 4,435 | |
Financial liabilities at fair value | | | | | | | |
Exchangeable Notes | — | | | — | | | 1,203 | | | 1,203 | |
Derivatives (not designated for hedging): | | | | | | | |
Warrants | — | | | — | | | 3 | | | 3 | |
Derivatives (designated for hedging): | | | | | | | |
Foreign exchange forwards | — | | | 14 | | | — | | | 14 | |
| | | | | | | |
Total financial liabilities at fair value | — | | | 14 | | | 1,206 | | | 1,220 | |
The Group's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of each reporting period. During the six months ended June 30, 2024, there were no transfers between levels in the fair value hierarchy.
Recurring fair value measurements
Long term investment - Tencent Music Entertainment Group
The Group's approximate 8% investment in TME is carried at fair value through other comprehensive income/(loss). The fair value of ordinary shares of TME is based on the ending New York Stock Exchange American depository share price. The fair value of the investment in TME may vary over time and is subject to a variety of risks including company performance, macro-economic, regulatory, industry, USD to Euro exchange rate and systemic risks of the equity markets overall.
The table below presents the changes in the investment in TME:
| | | | | | | | | | | |
| 2024 | | 2023 |
| (in € millions) |
At January 1 | 1,154 | | | 1,094 | |
Changes in fair value recorded in other comprehensive income/(loss) | 701 | | | (137) | |
At June 30 | 1,855 | | | 957 | |
A 10% decrease or increase in TME's share price would have resulted in a fair value of the Group's long term investment in TME ranging from €1,669 million to €2,040 million at June 30, 2024.
The following sections describe the valuation methodologies the Group uses to measure its Level 3 financial instruments at fair value on a recurring basis.
Long term investments - other
The Group has interests in certain long term investments, the most significant of which is our equity investment in DistroKid, an independent digital music distribution service. These long term investments primarily represent unlisted equity securities carried at fair value through other comprehensive income/(loss). The fair values of these equity investments are generally determined using business enterprise values based on market transactions or by (i) applying market multiples to the projected financial performance and (ii) discounting the future value to its present value equivalent. The key assumptions used to estimate the fair value of these equity investments include market multiples of revenue or earnings before interest, income taxes, depreciation and amortization for benchmark companies used to estimate business enterprise value and discount rate.
The fair value of the long term investments may vary over time and is subject to a variety of risks including company performance, macroeconomic, regulatory, industry, USD to Euro exchange rate, and systemic risks of the overall equity markets.
The table below presents the changes in the other long term investments:
| | | | | | | | | | | |
| 2024 | | 2023 |
| (in € millions) |
At January 1 | 61 | | | 43 | |
Initial recognition of long term investment | 1 | | | 2 | |
Changes in fair value recorded in other comprehensive income/(loss) | 12 | | | 14 | |
Changes in fair value recognized in interim condensed consolidated statement of operations | 2 | | | — | |
Return of capital | (2) | | | — | |
Effect of changes in foreign exchange rates | 2 | | | (1) | |
At June 30 | 76 | | | 58 | |
Warrants
As of June 30, 2024 and December 31, 2023, the number of outstanding warrants was 800,000.
The outstanding warrants are valued using a Black-Scholes option-pricing model. Assumptions used to estimate the fair value of the warrants in the option pricing model are as follows:
| | | | | | | | | | | |
| June 30, 2024 |
Expected term (years) | 0.15 | |
Risk free rate (%) | 5.47 | % |
Volatility (%) | 35 | % |
Share price (US$) | 313.79 | |
The table below presents the changes in the warrants liability:
| | | | | | | | | | | |
| 2024 | | 2023 |
| (in € millions) |
At January 1 | 3 | | | 1 | |
| | | |
| | | |
| | | |
Changes in fair value recognized in interim condensed consolidated statement of operations | 25 | | | 6 | |
Effect of changes in foreign exchange rates | 1 | | | — | |
At June 30 | 29 | | | 7 | |
| | | |
A 10% decrease or increase in the Company's ordinary share price would have resulted in a fair value of the warrants ranging from €13 million to €50 million at June 30, 2024.
Exchangeable Notes
The table below presents the changes in the Exchangeable Notes:
| | | | | | | | | | | |
| 2024 | | 2023 |
| (in € millions) |
At January 1 | 1,203 | | | 1,128 | |
Changes in fair value recognized in interim condensed consolidated statement of operations | 78 | | | 48 | |
Changes in fair value recorded in other comprehensive income/(loss) | 5 | | | 14 | |
Effect of changes in foreign exchange rates | 37 | | | (23) | |
At June 30 | 1,323 | | | 1,167 | |
The change in estimated fair value is recognized within finance income/(costs) - net in the interim condensed consolidated statement of operations, excluding changes in fair value due to changes in the Group’s own credit risk, which are recognized in other comprehensive income/(loss) and will not be reclassified to the interim condensed consolidated statement of operations.
The fair value of the Exchangeable Notes was estimated using a combination of a binomial option pricing model and prices observed for the Exchangeable Notes in an over-the-counter market on the last trading day of the reporting period. A weight of 75% was applied to the binomial option pricing model and a weight of 25% was applied to the price of the Exchangeable Notes in the over-the-counter market on the last trading day of the reporting period. The key assumptions used in the binomial option pricing model for the Exchangeable Notes were as follows:
| | | | | | | |
| June 30, 2024 | | |
Risk free rate (%) | 4.82 | % | | |
Discount rate (%) | 6.84 | % | | |
Volatility (%) | 40 | % | | |
Share price (US$) | 313.79 | | |
A decrease or increase of 10 percentage points in volatility would have resulted in a fair value of the Exchangeable Notes ranging from €1,295 million to €1,354 million at June 30, 2024. A 10% decrease or increase in the Company's ordinary share price would have resulted in a fair value of the Exchangeable Notes ranging from €1,305 million to €1,345 million at June 30, 2024. A decrease or increase of 100 basis points in credit spread would have resulted in a fair value of the Exchangeable Notes ranging from €1,336 million to €1,310 million at June 30, 2024.
20.Segment information
The Group has two reportable segments: Premium and Ad-Supported. Revenue for the Premium segment is generated primarily through subscription fees. Revenue for the Ad-Supported segment is primarily generated through the sale of advertising across the Group's music and podcast content. Royalty costs are primarily recorded in each segment based on specific rates for each segment agreed to with rights holders. All podcast content costs are recorded in the Ad-Supported segment. The costs of providing audiobook content as part of the Premium subscription are recorded in the Premium segment. The remaining costs that are not specifically associated to either of the segments are allocated based on user activity or the revenue recognized in each segment. No operating segments have been aggregated to form the reportable segments.
Key financial performance measures of the segments including revenue, cost of revenue, and gross profit are as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions) |
Premium | | | | | | | | | | | |
Revenue | 3,351 | | | 2,773 | | | 6,598 | | | 5,486 | | | | | |
Cost of revenue | 2,300 | | | 1,984 | | | 4,568 | | | 3,921 | | | | | |
Gross profit | 1,051 | | | 789 | | | 2,030 | | | 1,565 | | | | | |
Ad-Supported | | | | | | | | | | | |
Revenue | 456 | | | 404 | | | 845 | | | 733 | | | | | |
Cost of revenue | 395 | | | 427 | | | 759 | | | 766 | | | | | |
Gross profit/(loss) | 61 | | | (23) | | | 86 | | | (33) | | | | | |
Consolidated | | | | | | | | | | | |
Revenue | 3,807 | | | 3,177 | | | 7,443 | | | 6,219 | | | | | |
Cost of revenue | 2,695 | | | 2,411 | | | 5,327 | | | 4,687 | | | | | |
Gross profit | 1,112 | | | 766 | | | 2,116 | | | 1,532 | | | | | |
Reconciliation of segment gross profit
Operating expenses, finance income, and finance costs are not allocated to individual segments as these are managed on an overall Group basis. The reconciliation between reportable segment gross profit to the Group's income/(loss) before tax is as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions) |
Segment gross profit | 1,112 | | | 766 | | | 2,116 | | | 1,532 | | | | | |
Research and development | (379) | | | (453) | | | (768) | | | (888) | | | | | |
Sales and marketing | (343) | | | (399) | | | (667) | | | (746) | | | | | |
General and administrative | (124) | | | (161) | | | (247) | | | (301) | | | | | |
Finance income | 76 | | | 33 | | | 135 | | | 60 | | | | | |
Finance costs | (72) | | | (27) | | | (125) | | | (104) | | | | | |
Income/(loss) before tax | 270 | | | (241) | | | 444 | | | (447) | | | | | |
Revenue by country
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three months ended June 30, | | Six months ended June 30, | | |
| 2024 | | 2023 | | 2024 | | 2023 | | | | |
| (in € millions) |
United States | 1,469 | | | 1,251 | | | 2,862 | | | 2,439 | | | | | |
United Kingdom | 356 | | | 293 | | | 693 | | | 575 | | | | | |
Luxembourg | 2 | | | 2 | | | 5 | | | 4 | | | | | |
Other countries | 1,980 | | | 1,631 | | | 3,883 | | | 3,201 | | | | | |
Total | 3,807 | | | 3,177 | | | 7,443 | | | 6,219 | | | | | |
Premium revenue is attributed to a country based on where the membership originates. Ad-Supported revenue is attributed to a country based on where the advertising campaign is delivered. There are no countries that individually make up greater than 10% of total revenue included in “Other countries.”
21.Commitments and contingencies
Commitments
The Group is subject to the following minimum guarantees relating to the content on its Service, the majority of which relate to minimum royalty payments associated with its license agreements for the use of licensed content:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Not later than one year | 590 | | | 1,055 | |
Later than one year but not more than five years | 2,196 | | | 3,610 | |
| | | |
| 2,786 | | | 4,665 | |
In addition, the Group is subject to various non-cancelable purchase obligations and service agreements with minimum spend commitments, including a service agreement with Google for the use of Google Cloud Platform and certain podcast and marketing commitments:
| | | | | | | | | | | |
| June 30, 2024 | | December 31, 2023 |
| (in € millions) |
Not later than one year | 292 | | | 453 | |
Later than one year but not more than five years | 1,463 | | | 1,369 | |
More than five years | 75 | | | 83 | |
| 1,830 | | | 1,905 | |
Contingencies
Various legal actions, proceedings, and claims are pending or may be instituted or asserted against the Group. These may include, but are not limited to, matters relating to intellectual property, data protection, consumer protection, employment, and contractual rights. As a general matter, the music and other content made available on the Group's Service are licensed to the Group by various third parties. Many of these licenses allow rights holders or other authorized parties to audit the Group's royalty payments, and any such audit could result in disputes over whether the Group has paid the proper royalties. If such a dispute were to occur, the Group could be required to pay additional royalties, and the amounts involved could be material. The Group expenses legal fees as incurred. The Group records a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. An unfavorable outcome to any legal matter, if material, could have an adverse effect on the Group's operations or its financial position, liquidity, or results of operations.
On May 16, 2024, the Mechanical Licensing Collective (“MLC”), an entity designated to administer a blanket compulsory license available under U.S. law, filed a lawsuit against Spotify USA Inc. in the U.S. District Court for the Southern District of New York (Mechanical Licensing Collective v. Spotify USA Inc., No. 1:24-cv-03809), alleging that beginning with its March 2024 reporting, Spotify USA Inc. improperly reported and underpaid royalties for its Premium Service as a bundle that includes a specified monthly allocation of audiobook access. If the MLC were entirely successful in this case, the additional royalties that would be due in relation to the period March 1, 2024 to June 30, 2024 would be approximately €46 million, of which approximately €35 million relates to the three months ended June 30, 2024, plus potentially penalties and interest, which we cannot reasonably estimate. We intend to vigorously defend this lawsuit.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Special Note Regarding Forward-Looking Statements
This discussion and analysis reflects our historical results of operations and financial position and contains estimates and forward-looking statements. All statements other than statements of historical fact are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible,” and similar words are intended to identify estimates and forward-looking statements.
Our estimates and forward-looking statements are mainly based on our current expectations and estimates of future events and trends, which affect