Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2019 | |
Cover | |
Entity Registrant Name | DraftKings Inc. |
Entity Filer Category | Non-accelerated Filer |
Document Type | POS EX |
Entity Central Index Key | 0001772757 |
Amendment Flag | false |
Entity Small Business | true |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
CONSOLIDATED BALANCE SHEET
CONSOLIDATED BALANCE SHEET | Dec. 31, 2019USD ($) |
Current assets: | |
Cash and cash equivalents | $ 491,225 |
Prepaid expenses | 319,239 |
Total current assets | 810,464 |
Cash and investments held in Trust Account | 403,961,209 |
Total Assets | 404,771,673 |
Current liabilities: | |
Accounts payable | 1,493,133 |
Total current liabilities | 1,493,133 |
Deferred underwriting compensation | 14,000,000 |
Total Liabilities | 15,493,133 |
Class A common shares subject to possible redemptions; 38,427,853 shares at approximately $10.00 per share | 384,278,530 |
Stockholders' equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |
Additional paid-in capital | 2,689,444 |
Retained earnings | 2,309,409 |
Total stockholders' equity, net | 5,000,010 |
Total liabilities and stockholders' equity | 404,771,673 |
Class A ordinary shares | |
Stockholders' equity: | |
Common stock | 157 |
Class B ordinary shares | |
Stockholders' equity: | |
Common stock | $ 1,000 |
CONSOLIDATED BALANCE SHEET (Par
CONSOLIDATED BALANCE SHEET (Parenthetical) | Dec. 31, 2019$ / sharesshares |
Preferred shares, par value | $ / shares | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 |
Preferred shares, shares issued | 0 |
Preferred shares, shares outstanding | 0 |
Common shares, shares authorized | 5,250,000 |
Class A ordinary shares | |
Shares subject to possible redemption | 38,427,853 |
Shares subject to possible redemption, par value per share | $ / shares | $ 10 |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 380,000,000 |
Common shares, shares issued | 1,572,147 |
Common shares, shares outstanding | 1,572,147 |
Class B ordinary shares | |
Common shares, par value | $ / shares | $ 0.0001 |
Common shares, shares authorized | 20,000,000 |
Common shares, shares issued | 10,000,000 |
Common shares, shares outstanding | 10,000,000 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS | 9 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
General and administrative expenses | $ 1,857,305 |
Loss from operations | (1,857,305) |
Other income - interest on Trust Account | 5,111,208 |
Income before provision for income tax | 3,253,903 |
Provision for income tax | 944,494 |
Net income | $ 2,309,409 |
Class A ordinary shares | |
Weighted average number of ordinary shares outstanding | shares | 40,000,000 |
Net income per ordinary share, basic and diluted | $ / shares | $ 0.09 |
Class B ordinary shares | |
Weighted average number of ordinary shares outstanding | shares | 10,010,045 |
Net income per ordinary share, basic and diluted | $ / shares | $ (0.15) |
CONSOLIDATED STATEMENT OF STOCK
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($) | Ordinary SharesClass A ordinary shares | Ordinary SharesClass B ordinary shares | Ordinary Shares | Additional Paid-in Capital | Retained Earnings | Class B ordinary shares | Total |
Increase (Decrease) in Stockholders' Equity | |||||||
Net income | $ 1,453,333 | ||||||
Balance at the end at Dec. 31, 2019 | $ 157 | $ 1,000 | $ 5,000,010 | $ 2,689,444 | $ 2,309,409 | $ 5,000,010 | |
Balance at the end (in shares) at Dec. 31, 2019 | 1,572,147 | 10,000,000 | |||||
Balance at the beginning at Mar. 26, 2019 | $ 0 | $ 0 | 0 | 0 | 0 | ||
Balance at the beginning (in shares) at Mar. 26, 2019 | 0 | 0 | |||||
Increase (Decrease) in Stockholders' Equity | |||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share | $ 1,006 | 25,000 | 23,994 | ||||
Issuance of common stock to initial shareholder at approximately $0.002 per share (in shares) | 10,062,500 | ||||||
Sale of Units to the public at $10.00 per unit | $ 4,000 | 400,000,000 | 399,996,000 | ||||
Sale of Units to the public at $10.00 per unit (in shares) | 40,000,000 | ||||||
Underwriters' discount and offering expenses | (22,555,869) | (22,555,869) | |||||
Sale of 6,333,334 Private Placement Warrants at $1.50 per warrant | 9,500,000 | 9,500,000 | |||||
Forfeiture of Class B shares by initial shareholders | $ (6) | 6 | |||||
Forfeiture of Class B shares by initial shareholders (in shares) | (62,500) | ||||||
Proceeds subject to possible redemption | $ (3,843) | (384,278,530) | (384,274,687) | ||||
Proceeds subject to possible redemption (in shares) | (38,427,853) | ||||||
Net income | 2,309,409 | 2,309,409 | 2,309,409 | ||||
Balance at the end at Dec. 31, 2019 | $ 157 | $ 1,000 | $ 5,000,010 | $ 2,689,444 | $ 2,309,409 | $ 5,000,010 | |
Balance at the end (in shares) at Dec. 31, 2019 | 1,572,147 | 10,000,000 |
CONSOLIDATED STATEMENT OF STO_2
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | Dec. 31, 2019 | May 10, 2019 |
Price per share | $ 10 | $ 12 |
Number of warrants issued | 6,333,334 | |
Price per warrant | $ 1.50 | |
Ordinary Shares | Class A ordinary shares | ||
Price per share | 10 | |
Ordinary Shares | Class B ordinary shares | ||
Price per share | $ 0.002 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Cash flows from operating activities: | |
Net income | $ 2,309,409 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Trust income reinvested in Trust Account | (5,111,208) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (319,239) |
Accounts payable | 1,268,808 |
Net cash used in operating activities | (1,852,230) |
Cash flows from investing activities: | |
Principal deposited in Trust Account | (400,000,000) |
Cash withdrawn from Trust for income taxes | 1,149,999 |
Net cash used in investing activities | (398,850,001) |
Cash flows from financing activities: | |
Proceeds from promissory note - related party | 60,675 |
Repayment of promissory note - related party | (60,675) |
Proceeds from private placement of warrants | 9,500,000 |
Proceeds from sale of Class A common stock | 400,000,000 |
Payment of underwriters' discount | (8,000,000) |
Payment of offering costs | (306,544) |
Net cash provided by financing activities | 401,193,456 |
Increase in cash during period | 491,225 |
Cash and equivalents at end of period | 491,225 |
Supplemental disclosure of cash flow information: | |
Cash paid for taxes | 1,149,999 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriting compensation | 14,000,000 |
Class A common stock subject to possible redemption | 384,278,530 |
Offering costs paid by sponsor in exchange for founder shares (Class B Common Stock) | 25,000 |
Deferred offering costs included in accounts payable | $ 224,325 |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2019 | |
Organization and Business Operations | |
Organization and Business Operations | 1. Organization and Business Operations Incorporation Diamond Eagle Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on March 27, 2019. Subsidiaries In connection with the proposed business combination (the "Business Combination") with DraftKings Inc. ("DK") and SBTech (Global) Limited ("SBT"), the Company formed a wholly-owned subsidiary, DEAC Merger Sub Inc., which was incorporated in Delaware on December 9, 2019 ("Merger Sub"). Merger Sub did not have any activity as of December 31, 2019. Also in connection with an initial business combination, the Company formed another wholly-owned subsidiary, DEAC NV Merger Corp. ("DEAC Nevada"), which was incorporated in Nevada on November 13, 2019. DEAC Nevada did not have any activity as of December 31, 2019. Sponsor The Company’s sponsor is Eagle Equity Partners, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected. Financing The registration statement for the Company's initial public offering (the "Public Offering") (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the "SEC") on May 10, 2019. The Company consummated the Public Offering on May 14, 2019, and, simultaneously with the closing of the Public Offering, the Sponsor and Harry E. Sloan purchased an aggregate of 6,333,334 warrants in a private placement (as described in Note 4) for a total purchase price of approximately $9,500,000. The closing of the Public Offering included a partial exercise (5,000,000 units) of the over-allotment option granted to the underwriters. Upon the closing of the Public Offering and the private placement, $400,000,000 was placed in a Trust Account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account"). Trust Account The Trust Account can be invested in permitted United States “government securities” within the meaning of Section 2(a) (16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest to pay income taxes, and the withdrawal of interest to fund the Company's working capital requirements (subject to an annual limit of $250,000) and/or to pay taxes, if any, none of the funds held in Trust will be released until the earlier of: (i) the completion of an initial business combination; (ii) the redemption of any of the shares of Class A common stock included in the units sold in the Public Offering (the “Units”) properly tendered in connection with a stockholder vote to amend the Company’s Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the shares of Class A common stock included in the Units if the Company does not complete an initial business combination within 24 months from the closing of the Public Offering (May 14, 2021) or (iii) the redemption of 100% of the shares of Class A common stock included in the Units if the Company is unable to complete an initial business combination by May 14, 2021. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Business Combination An initial business combination is subject to the following size, focus and stockholder approval provisions: Size/Control - An initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into an initial business combination. The Company will not complete an initial business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. Tender Offer/Stockholder Approval -The Company, after signing a definitive agreement for an initial business combination, will either (i) seek stockholder approval of an initial business combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares of Class A common stock, regardless of whether they vote for or against an initial business combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of an initial business combination, including interest but less income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares of Class A common stock to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest but less income taxes payable. The decision as to whether the Company will seek stockholder approval of an initial business combination or will allow stockholders to sell their shares of Class A common stock in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of an initial business combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate business combination. If the Company holds a stockholder vote in connection with an initial business combination, a public stockholder will have the right to redeem its shares of Class A common stock for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest but less income taxes payable. As a result, such shares of Class A common stock have been recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 480, “Distinguishing Liabilities from Equity.” Going Concern and Liquidity The Company has until May 14, 2021 to complete its initial business combination. If the Company does not complete an initial business combination within this period of time, it shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to fund our working capital requirements (subject to an annual limit of $250,000) (less taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Delaware law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor, Harry E. Sloan and the Company’s executive officers and directors (the “initial stockholders”) have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete an initial business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. As of December 31, 2019, the Company had $491,225 in cash and a working capital deficit of $682,669. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of December 31, 2019, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity, in the form of Working Capital Loans, that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of an initial business combination or a minimum one year from the date of issuance of these consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet with the exception of investments in Trust, as they are carried at amortized cost. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $22,555,869 consisting principally of underwriters' discounts of $22,000,000 (including $14,000,000 of which payment is deferred) and $555,869 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon completion of the Public Offering. Approximately $224,395 of such offering expenses were accrued but unpaid at December 31, 2019. Redeemable Shares As discussed in Note 1, all of the 40,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Company's Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2019, 38,427,853 shares of the 40,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2019 | |
Public Offering | |
Public Offering | 3. Public Offering On May 14, 2019, the Company sold 40,000,000 Units at a price of $10.00 per unit in the Public Offering.Each Unit consists of one share of Class A common stock of the Company, $0.0001 par value per share (the "Public Shares"), and one-third of one warrant to purchase one share of Class A common stock (the “Public Warrants”). The closing of the Public Offering included a partial exercise (5,000,000 Units) of the overallotment option granted to the underwriters. Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the Public Warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of an initial business combination and 12 months from the closing of the Public Offering. However, if the Company does not complete an initial business combination on or prior to the 24‑month period allotted to complete an initial business combination, the Public Warrants will expire at the end of such period. Under the terms of a warrant agreement between the Company and Continental Stock Transfer & Trust Company, as warrant agent, the Company has agreed to, following the completion of an initial business combination, use its best efforts to file a new registration statement under the Securities Act for the registration of the shares of Class A common stock issuable upon exercise of the Public Warrants. If the Company is unable to deliver registered shares of Class A common stock to the holder upon exercise of Public Warrants issued in connection with the 40,000,000 Units during the exercise period, there will be no net cash settlement of these Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. The Company granted the underwriters a 45‑day option to purchase up to 5,250,000 additional Units to cover any over-allotments at the Public Offering price less the underwriting discounts and commissions. The Units that were issued in connection with the over-allotment option are identical to the Units issued in the Public Offering. Prior to the Public Offering, the underwriters’ elected to exercise a portion of the over-allotment option for 5,000,000 additional Units for additional gross proceeds of $50 million. The partial exercise resulted in a reduction of 62,500 shares of Class B common stock subject to forfeiture and are considered as forfeited in the accompanying consolidated balance sheet. The Company paid an upfront underwriting discount of $8,000,000 ($0.20 per Unit sold) in the aggregate to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) equal to $14,000,000 ($0.35 per Unit sold) to become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes an initial business combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions | |
Related Party Transactions | 4. Related Party Transactions Founder Shares On March 28, 2019, the Sponsor received 10,062,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On April 10, 2019, the Sponsor transferred 4,930,625 Founder Shares to Harry E. Sloan (together with the Sponsor, the “initial stockholders”) for a purchase price of $12,250 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 5,131,875 Founder Shares. On May 10, 2019, the Sponsor and Mr. Sloan each forfeited at no cost 31,875 and 30,625 Founder Shares, respectively, to the Company in connection with the election by the underwriters of the Public Offering to exercise their over-allotment option in part and not in full, resulting in an aggregate of 10,000,000 Founder Shares outstanding. On December 31, 2019, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 5,020,000 Founder Shares, for the same per-share purchase price initially paid by the Sponsor. The initial stockholders and the Company’s independent directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Rights —The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders have agreed to waive their redemption rights in connection with an initial business combination with respect to the Founder Shares and any Public Shares they may purchase, and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within 24 months from the closing of the Public Offering. Voting —If the Company seeks stockholder approval of an initial business combination, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of an initial business combination. Liquidation —Although the initial stockholders and their permitted transferees have waived their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the prescribed time frame, they will be entitled to redemption rights with respect to any Public Shares they may own. Private Placement Warrants In conjunction with the Public Offering, the Sponsor and Harry E. Sloan purchased an aggregate of 6,333,334 private placement warrants (the “Private Placement Warrants”), at a price of $1.50 per warrant (approximately $9,500,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $400,000,000 was placed in the Trust Account. On December 31, 2019, the Sponsor transferred 66,666 Private Placement Warrants to Scott Delman and 133,333 Private Placement Warrants to each of Joshua Kazam and Fredric Rosen for the same per-warrant purchase price initially paid by the Sponsor. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial business combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete an initial business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor, Scott Delman, Fredric Rosen, Joshua Kazam and Harry E. Sloan will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2019 or the completion of the Public Offering . Upon completion of the Public Offering , $60,675 was repaid in full. At December 31, 2019, there were no amounts outstanding under the Note. Administrative Services The Company will reimburse the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and the Company does not pay a third party directly for such services, from the date of closing of the Public Offering. As of December 31, 2019, $90,000 of administrative expenses were incurred under this agreement and paid to the Sponsor. Upon completion of an initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors intend to loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. No amounts were borrowed under this arrangement as of December 31, 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company is committed to pay the Deferred Discount totaling $14,000,000, or 3.5% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of an initial business combination. The underwriters will not be entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no business combination. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2019 | |
Trust Account and Fair Value Measurements | |
Trust Account and Fair Value Measurements | 6. Trust Account and Fair Value Measurements As of December 31, 2019, investment securities in the Company’s Trust Account consisted of $403,960,089 in United States Treasury Bills and another $1,120 held as cash and cash equivalents. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying December 31, 2019 consolidated balance sheet and adjusted for the amortization or accretion of premiums or discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2019 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value under ASC 320, excluding accrued interest income and gross unrealized holding gain. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Quoted prices in Carrying Value at Gross unrealized Active Markets December 31,2019 Holding Gain (Level 1) Treasury Securities Held as of December 31, 2019 (1) $ 403,960,089 $ 31,347 $ 403,991,436 (1) Maturity date March 24, 2020. |
Stockholder's Equity
Stockholder's Equity | 12 Months Ended |
Dec. 31, 2019 | |
Stockholder's Equity | |
Stockholder's Equity | 7. Common Stock —The authorized shares of common stock of the Company include up to 400,000,000 shares, including 380,000,000 shares of Class A common stock and 20,000,000 shares of Class B common stock. Holders of the shares of Class A common stock and holders of the shares of Class B common stock vote together as a single class on all matters submitted to a vote of the Company’s stockholders, except as required by law. Each share of common stock has one vote. At December 31, 2019, there were 40,000,000 shares of Class A common stock outstanding and 10,000,000 shares of Class B common stock outstanding. In connection with the underwriters’ partial exercise of their over-allotment option prior to the closing of the Public Offering, on May 10, 2019, the Sponsor and Harry E. Sloan surrendered an aggregate of 62,500 Founder Shares (consisting of 31,875 by the Sponsor and 30,625 by Harry E. Sloan) to the Company for no consideration, resulting in the Sponsor holding 5,100,000 Founder Shares and Harry E. Sloan holding 4,900,000 Founder Shares. On December 31, 2019, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 5,020,000 Founder Shares, for the same per-share purchase price initially paid by the Sponsor. Preferred Stock — The Company is authorized to issue 1,000,000 preferred shares. At December 31, 2019, no preferred shares were outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of an initial business combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of an initial business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A common stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement relating to the warrants. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of an initial business combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem its outstanding warrants in whole and not in part, for the number of shares of Class A common stock determined by reference to the table set forth in the Company’s prospectus relating to the Public Offering based on the redemption date and the “fair market value” of the Class A common stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the shares of Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A common stock) as the outstanding warrants, as described above and if, and only if, there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given. The “fair market value” of the shares of Class A common stock is the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax | |
Income Tax | 8. Income Tax The Company incurred United States federal income tax expense of approximately $944,494 for the period from March 27, 2019 (date of inception) through December 31, 2019. The Company made three estimated quarterly tax payments of $383,333 each, to the Internal Revenue Service (“IRS”) for federal income taxes estimated for 2019 on interest earned in the Trust Account. The funds were paid from the Trust Account. At December 31, 2019, the Company had prepaid federal income taxes of $205,505 included in prepaid expenses on the accompanying consolidated balance sheet. The Company’s provision for income tax consists of the following: For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 The Company incurred costs of $1,237,757 related to its search to complete a business combination which are not deductible for federal income tax purposes and resulted in the generation of a deferred tax asset of $261,174 which is available to offset future taxable income. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Business Combination
Business Combination | 12 Months Ended |
Dec. 31, 2019 | |
Business Combination | |
Business Combination | 9. Business Combination On December 22, 2019, the Company entered into a business combination agreement (the “Business Combination Agreement”) with DraftKings Inc., a Delaware corporation (“DK”), SBTech (Global) Limited, a company limited by shares, incorporated in Gibraltar and continued as a company under the Isle of Man Companies Act 2006, with registration number 014119V (“SBT”), the shareholders of SBT (the “SBT Sellers”), Shalom Meckenzie, in his capacity as the SBT Sellers’ Representative, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of the Company (“DEAC Nevada”) and DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to which (i) the Company will change its jurisdiction of incorporation to Nevada by merging with and into DEAC Nevada, with DEAC Nevada surviving the merger (the “reincorporation”), (ii) Merger Sub will merge with and into DK with DK surviving the merger (the “DK Merger”), and (iii) immediately following the DK Merger, New DraftKings (as defined below) will acquire all of the issued and outstanding share capital of SBT. Upon consummation of the transactions contemplated by the Business Combination Agreement, DraftKings and SBT will become wholly owned subsidiaries of DEAC Nevada, which will be renamed “DraftKings Inc.” and is referred to herein as “New DraftKings” both as of the time of the reincorporation and following such name change. DK is a digital sports entertainment and gaming company. DK provides users with daily fantasy sports, sports betting and iGaming opportunities. SBT’s principal business activities involve the design and development of sports betting and casino gaming platform software for online and retail sportsbook and casino gaming products. The aggregate value of the consideration to be paid to DK and SBT shareholders in the Business Combination is approximately $2.7 billion, of which (A) approximately $2.055 billion will be paid to (i) the current equityholders of DK (the “DK Sellers”) in the form of shares of Class A common stock of New DraftKings (“New DraftKings Class A common stock”), valued at the redemption price for the Company’s public shares in the Business Combination, plus in the case of Jason Robins, such additional number of shares of Class B common stock of New DraftKings (“New DraftKings Class B common stock”) such that as of immediately following the completion of the Business Combination, Mr. Robins shall have approximately ninety percent (90%) of the voting power of the capital stock of New DraftKings on a fully-diluted basis, and (ii) holders of vested in-the-money options and warrants exercisable for DK equity in the form of newly issued options and warrants of New DraftKings exercisable for New DraftKings Class A common stock, and (B) approximately €590 million will be paid to the SBT Sellers and holders of vested options exercisable for equity of SBT, consisting of (i) €180 million in cash, subject to customary net debt and working capital adjustments as well as certain other specified items (the “Cash Consideration”) payable in respect of the ordinary shares of SBT and 30% of the in-the-money vested options of SBT and (ii) approximately €410 million in shares of New DraftKings Class A common stock, valued at the redemption price for the Company’s public shares in the Business Combination, and in the form of newly issued in-the-money vested options of New DraftKings exercisable for New DraftKings Class A common stock. Outstanding unvested options exercisable for DK or SBT equity (other than cashed-out options of SBT, for which the holders will receive a portion of the Cash Consideration for such options) will be converted into options exercisable for shares of New DraftKings Class A common stock. After the execution of the BCA, DK granted restricted stock units to certain of its employees, which will be converted into restricted stock units denominated in New DraftKings Class A common stock. The Cash Consideration will come from the following sources: (1) proceeds available from the Company’s Trust Account, after giving effect to any and all redemptions; and (2) proceeds from private placements of shares of the Company’s Class A common stock to certain institutional investors to occur immediately prior to the closing of the Business Combination, of which the Company currently has commitments for $304.7 million of proceeds. Additional information regarding DK, SBT and the Business Combination is available in the proxy statement/prospectus initially filed by DEAC Nevada with the SEC on January 6, 2020. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet with the exception of investments in Trust, as they are carried at amortized cost. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $22,555,869 consisting principally of underwriters' discounts of $22,000,000 (including $14,000,000 of which payment is deferred) and $555,869 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon completion of the Public Offering. Approximately $224,395 of such offering expenses were accrued but unpaid at December 31, 2019. |
Redeemable Shares | Redeemable Shares As discussed in Note 1, all of the 40,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Company's Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2019, 38,427,853 shares of the 40,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Trust Account (Tables)
Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Trust Account and Fair Value Measurements | |
Summary of fair values of its investments | Quoted prices in Carrying Value at Gross unrealized Active Markets December 31,2019 Holding Gain (Level 1) Treasury Securities Held as of December 31, 2019 (1) $ 403,960,089 $ 31,347 $ 403,991,436 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax | |
Schedule of Company's provision for income tax | For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Organization and Business Ope_2
Organization and Business Operations - Financing (Details) - USD ($) | May 14, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 9,500,000 | |||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | ||
Amount deposited in trust account | $ 400,000,000 | |||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Amount deposited in trust account | $ 400,000,000 | |||
Private Placement | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Proceeds from issuance of warrants | $ 9,500,000 | $ 9,500,000 | ||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | |
Amount deposited in trust account | $ 400,000,000 | |||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 5,000,000 | 5,000,000 |
Organization and Business Ope_3
Organization and Business Operations - Trust Account (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Organization and Business Operations | ||
Annual limit to fund working capital requirements | $ 250,000 | $ 250,000 |
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | |
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | |
Redemption of common stock included in the units sold in public offering (as a percent) | $ 100 | |
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | |
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | |
Cash, FDIC Insured Amount | $ 250,000 | 250,000 |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters' fees and commissions | $ 5,000,001 | 5,000,001 |
Threshold business days for redemption of shares of trust account | 10 days | |
Maximum net interest to pay dissolution expenses | $ 100,000 | |
Working capital deficit | $ 682,669 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2019USD ($)shares |
Offering Costs | ||||
Offering costs | $ 22,555,869 | $ 306,544 | ||
Underwriters' discounts | 22,000,000 | |||
Deferred underwriting compensation | 14,000,000 | $ 14,000,000 | 14,000,000 | $ 14,000,000 |
Outstanding Expenses | 224,395 | |||
Income Taxes | ||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 |
Income tax expense | 944,494 | 944,494 | 944,494 | |
Net Income (Loss) Per Share | ||||
Interest Income Earned On Trust Account Net Of Applicable Administration Fee Franchise Taxes Working Capital | 5,111,208 | |||
Interest Income Earned On Trust Account Net Of Applicable To Franchise Taxes | 153,971 | |||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 |
Common Stock, Shares Authorized | shares | 5,250,000 | 5,250,000 | 5,250,000 | 5,250,000 |
Net loss | $ 2,309,409 | |||
Minimum Net Tangible Assets | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 | $ 5,000,001 |
Class A ordinary shares | ||||
Net Income (Loss) Per Share | ||||
Common Stock, Shares Authorized | shares | 380,000,000 | 380,000,000 | 380,000,000 | 380,000,000 |
Common shares, shares outstanding | shares | 40,000,000 | 40,000,000 | 40,000,000 | 40,000,000 |
Class B ordinary shares | ||||
Net Income (Loss) Per Share | ||||
Common Stock, Shares Authorized | shares | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
Net loss | $ 1,453,333 | |||
Common shares, shares outstanding | shares | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Public Offering | ||||
Offering Costs | ||||
Legal and accounting fees | $ 555,869 | |||
Net Income (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 13,333,333 | |||
Private Placement | ||||
Net Income (Loss) Per Share | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | shares | 6,333,334 | |||
Maximum | ||||
Net Income (Loss) Per Share | ||||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 |
Public Offering (Details)
Public Offering (Details) - USD ($) | May 14, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 10, 2019 |
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 5,250,000 | 5,250,000 | ||
Price per share | $ 10 | $ 10 | $ 12 | |
Warrants exercisable term after the completion of a business combination | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | |||
Payment of underwriters discount | $ 8,000,000 | |||
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 | ||
Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 380,000,000 | 380,000,000 | ||
Class B ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares authorized | 20,000,000 | 20,000,000 | ||
Share forfeiture | 62,500 | |||
Ordinary Shares | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Price per share | $ 10 | $ 10 | ||
Ordinary Shares | Class B ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 0.002 | 0.002 | ||
Public Offering | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 40,000,000 | |||
Price per share | $ 10 | $ 10 | ||
Warrants exercisable term after the completion of a business combination | 30 days | |||
Warrants exercisable term from the closing of the public offering | 12 months | |||
Warrants Issued During Period, Shares, Warrants | 40,000,000 | |||
Warrants and Rights Outstanding, Term | 24 months | 24 months | ||
Public Offering | Class A ordinary shares | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Price per share | $ 11.50 | $ 0.0001 | $ 0.0001 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | 1 | ||
Over-allotment | ||||
Subsidiary, Sale of Stock [Line Items] | ||||
Number of shares issued | 5,000,000 | 5,000,000 | ||
Payment of underwriters discount | $ 8,000,000 | |||
Payment for gross proceeds | $ 50,000,000 | |||
Underwriting discount per unit | $ 0.20 | |||
Deferred underwriting compensation | $ 14,000,000 | $ 14,000,000 | ||
Deferred underwriting discount per unit | $ 0.35 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Dec. 31, 2019 | May 10, 2019 | Apr. 10, 2019 | Mar. 28, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||
Number of shares held by sponsor | 5,020,000 | |||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 30 days | ||||
Closing price of common stock | $ 10 | $ 12 | $ 10 | $ 10 | ||
Closing price of share for threshold trading days | 20 days | 20 days | ||||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | ||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | |||||
Harry E. Sloan | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer of shares to initial stockholder | 4,930,625 | |||||
Purchase price | $ 12,250 | |||||
Number of shares for forfeited | 30,625 | |||||
Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Transfer of shares to initial stockholder | 20,000 | 20,000 | ||||
Number of shares held by sponsor | 5,020,000 | 5,131,875 | ||||
Number of shares for forfeited | 31,875 | |||||
Number of founder shares outstanding | 10,000,000 | |||||
Mr. Sloan | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares for forfeited | 30,625 | |||||
Class B ordinary shares | ||||||
Related Party Transaction [Line Items] | ||||||
Number of founder shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 | |||
Class B ordinary shares | Sponsor | ||||||
Related Party Transaction [Line Items] | ||||||
Number of shares issued to sponsor | 10,062,500 | |||||
Capital contribution by sponsor | $ 25,000 | |||||
Capital contribution by sponsor per share | $ 0.002 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Dec. 31, 2019 | May 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | May 14, 2019 |
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 9,500,000 | ||||
Price per share | $ 10 | $ 12 | $ 10 | $ 10 | |
Amount deposited in trust account | $ 400,000,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 30 days | |||
Private Placement | |||||
Related Party Transaction [Line Items] | |||||
Number of warrants to purchase shares issued | 6,333,334 | 6,333,334 | 6,333,334 | 6,333,334 | |
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 9,500,000 | $ 9,500,000 | |||
Amount deposited in trust account | $ 400,000,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | ||||
Private Placement | Class A ordinary shares | |||||
Related Party Transaction [Line Items] | |||||
Number of shares issuable per warrant | 1 | 1 | 1 | ||
Price per share | $ 11.50 | $ 11.50 | $ 11.50 | ||
Private Placement | Scott Delman | |||||
Related Party Transaction [Line Items] | |||||
Transfer of shares to initial stockholder | 66,666 | ||||
Private Placement | Joshua Kazam and Fredric Rosen | |||||
Related Party Transaction [Line Items] | |||||
Transfer of shares to initial stockholder | 133,333 |
Related Party Transactions - Ot
Related Party Transactions - Other (Details) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / shares | |
Sponsor Loans | ||
Proceeds from Related Party Debt | $ 60,675 | $ 300,000 |
Repayments of Related Party Debt | 60,675 | |
Administrative Services Agreement | ||
Maximum administrative services expenses per month | 15,000 | |
Total administrative services expenses | 90,000 | |
Working Capital Loans | ||
Maximum amount of working capital loans | $ 1,500,000 | |
Exercise price of warrants | $ / shares | $ 1.50 | $ 1.50 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 9 Months Ended |
Dec. 31, 2019USD ($) | |
Commitments and Contingencies | |
Deferred Discount | $ 14,000,000 |
Deferred discount as a percent of gross offering proceeds | 3.50% |
Trust Account (Details)
Trust Account (Details) | Dec. 31, 2019USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Cash and cash equivalents | $ 1,120,000 |
U.S. Government Treasury Securities | |
Schedule of Held-to-maturity Securities [Line Items] | |
Carrying Value | 403,960,089 |
Gross Unrealized Holding Gain | 31,347 |
Quoted Prices in Active Markets (Level 1) | U.S. Government Treasury Securities | |
Schedule of Held-to-maturity Securities [Line Items] | |
Fair Value | $ 403,991,436 |
Stockholder's Equity (Details)
Stockholder's Equity (Details) - $ / shares | Dec. 31, 2019 | May 10, 2019 | Apr. 10, 2019 | Dec. 31, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 5,250,000 | 5,250,000 | 5,250,000 | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred shares, shares issued | 0 | 0 | 0 | ||
Preferred shares, shares outstanding | 0 | 0 | 0 | ||
Warrants and Rights Outstanding, Exercisable Term, After Business Combination | 30 days | ||||
Warrants and Rights Outstanding, Exercisable Term, From Closing Of Public Offering | 12 months | ||||
Threshold period for filling registration statement after business combination | 15 days | ||||
Number of shares held by sponsor | 5,020,000 | ||||
Threshold Period for Not to Transfer, Assign or Sell Any Shares or Warrants After Completion of Initial Business Combination | 1 year | 30 days | |||
Redemption price per warrant | $ 0.01 | $ 0.01 | $ 0.01 | ||
Threshold period for written notice of redemption | 30 days | ||||
Redemption price of stock | $ 18 | ||||
Closing price of share for threshold trading days | 20 days | 20 days | |||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | |||
Redemption period after the warrants become exercisable | 30 days | ||||
Share Price | $ 10 | $ 12 | $ 10 | $ 10 | |
Number of trading days on which fair market value of shares is reported | 10 days | ||||
Sponsor | |||||
Class of Stock [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 31,875 | ||||
Number of shares for forfeited | 31,875 | ||||
Transfer of shares to initial stockholder | 20,000 | 20,000 | |||
Number of shares held by sponsor | 5,020,000 | 5,131,875 | |||
Common stock shares held by stockholder after partial return | 5,100,000 | ||||
Harry E. Sloan | |||||
Class of Stock [Line Items] | |||||
Stock Repurchased and Retired During Period, Shares | 30,625 | ||||
Number of shares for forfeited | 30,625 | ||||
Transfer of shares to initial stockholder | 4,930,625 | ||||
Common stock shares held by stockholder after partial return | 4,900,000 | ||||
Class A ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 380,000,000 | 380,000,000 | 380,000,000 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 40,000,000 | 40,000,000 | 40,000,000 | ||
Common shares, shares outstanding | 40,000,000 | 40,000,000 | 40,000,000 | ||
Shares subject to possible redemption | 38,427,853 | 38,427,853 | 38,427,853 | ||
Class B ordinary shares | |||||
Class of Stock [Line Items] | |||||
Common shares, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | ||
Common shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common shares, shares issued | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common shares, shares outstanding | 10,000,000 | 10,000,000 | 10,000,000 |
Income Tax - Provision for inco
Income Tax - Provision for income tax (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | |
Federal | |||
Current | $ 944,494 | ||
Deferred tax asset | (261,174) | ||
State | |||
Change in valuation allowance | 261,174 | ||
Income tax provision | $ 944,494 | $ 944,494 | $ 944,494 |
Income Tax - Reconciliation of
Income Tax - Reconciliation of the federal income tax rate (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Reconciliation of the federal income tax rate to the Company's effective tax rate | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 8.00% |
Income tax provision | 29.00% |
Income Tax - Additional Informa
Income Tax - Additional Information (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
Income Tax | |||
Income tax expense | $ 944,494 | $ 944,494 | $ 944,494 |
Number of estimated quarterly tax payments made | 3 | ||
Estimated quarterly tax payments made | $ 383,333 | ||
Prepaid Taxes | $ 205,505 | $ 205,505 | 205,505 |
Nondeductible costs incurred for search to complete business combination | 1,237,757 | ||
Deferred tax asset | $ 261,174 |
BusinessCombinationsAbstract (D
BusinessCombinationsAbstract (Details) $ in Thousands, € in Millions | Dec. 22, 2019EUR (€) | Dec. 22, 2019USD ($) |
Business Acquisition [Line Items] | ||
Current commitments | $ | $ 304,700 | |
DK and SBT | ||
Business Acquisition [Line Items] | ||
Aggregate consideration | $ | 2,700,000 | |
DK and SBT | New DraftKings | ||
Business Acquisition [Line Items] | ||
Aggregate Cash Consideration | € | € 180 | |
DK and SBT | DK Sellers | ||
Business Acquisition [Line Items] | ||
Aggregate consideration in the form of shares of Class A common stock | $ | $ 2,055,000 | |
DK and SBT | Mr. Robins | ||
Business Acquisition [Line Items] | ||
Percentage of voting power of the capital stock | 90.00% | 90.00% |
DK and SBT | SBT Sellers | ||
Business Acquisition [Line Items] | ||
Aggregate consideration | € | € 590 | |
Percentage of voting power of the capital stock | 30.00% | 30.00% |
DK and SBT | SBT Sellers | New DraftKings | ||
Business Acquisition [Line Items] | ||
Aggregate consideration in the form of shares of Class A common stock | € | € 410 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Total current assets | $ 810,464 | |
Total Assets | 404,771,673 | |
Current liabilities: | ||
Total current liabilities | 1,493,133 | |
Total Liabilities | 15,493,133 | |
Stockholders' deficit: | ||
Additional paid-in capital | 2,689,444 | |
Accumulated deficit | 2,309,409 | |
Total stockholders' equity, net | 5,000,010 | |
Total liabilities and stockholders' equity | 404,771,673 | |
Draft Kings Inc | ||
Current assets: | ||
Cash | 76,533,000 | $ 117,908,000 |
Cash reserved for users | 144,000,000 | 111,698,000 |
Receivables reserved for users | 19,828,000 | 21,334,000 |
Prepaid expenses and other current assets | 20,787,000 | 11,233,000 |
Total current assets | 261,148,000 | 262,173,000 |
Property and equipment, net | 25,945,000 | 14,102,000 |
Intangible assets, net | 33,939,000 | 16,876,000 |
Goodwill | 4,738,000 | 4,738,000 |
Equity method investment | 2,521,000 | |
Deposits | 2,434,000 | 1,504,000 |
Total Assets | 330,725,000 | 299,393,000 |
Current liabilities: | ||
Accounts payable and accrued expenses | 85,295,000 | 56,149,000 |
Liabilities to users | 163,035,000 | 132,769,000 |
Term note | 6,750,000 | 3,750,000 |
Settlement liability | 3,272,000 | |
Total current liabilities | 255,080,000 | 195,940,000 |
Convertible promissory notes | 68,363,000 | |
Other long-term liabilities | 56,862,000 | 27,403,000 |
Total Liabilities | 380,305,000 | 223,343,000 |
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 258,371,000 | 261,277,000 |
Stockholders' deficit: | ||
Common stock, $0.001 par value; 735,000 shares authorized as at December 31, 2019 and 2018; 389,610 and 384,009 shares issued and outstanding at December 31, 2019 and 2018, respectively | 390,000 | 384,000 |
Additional paid-in capital | 690,443,000 | 670,439,000 |
Accumulated deficit | (998,784,000) | (856,050,000) |
Total stockholders' equity, net | (307,951,000) | (185,227,000) |
Total liabilities and stockholders' equity | 330,725,000 | 299,393,000 |
Series E-1 redeemable convertible preferred stock | Draft Kings Inc | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | 119,752,000 | 119,427,000 |
Series F redeemable convertible preferred stock | Draft Kings Inc | ||
Redeemable convertible preferred stock: | ||
Total redeemable convertible preferred stock | $ 138,619,000 | $ 141,850,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Common shares, shares authorized | 5,250,000 | |
Draft Kings Inc | ||
Redeemable convertible preferred stock, shares authorized | 133,346 | 133,346 |
Redeemable convertible preferred stock, shares issued | 110,250 | 111,969 |
Common shares, par value | $ 0.001 | $ 0.001 |
Common shares, shares authorized | 735,000 | 735,000 |
Common shares, shares issued | 389,610 | 384,009 |
Common shares, shares outstanding | 389,610 | 384,009 |
Series E-1 redeemable convertible preferred stock | Draft Kings Inc | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 54,901 | 54,901 |
Redeemable convertible preferred stock, shares issued | 54,901 | 54,901 |
Redeemable convertible preferred stock, shares outstanding | 54,901 | 54,901 |
Redeemable convertible preferred stock, liquidation preference | $ 120,943 | |
Series F redeemable convertible preferred stock | Draft Kings Inc | ||
Redeemable convertible preferred stock, par value | $ 0.001 | $ 0.001 |
Redeemable convertible preferred stock, shares authorized | 78,445 | 78,445 |
Redeemable convertible preferred stock, shares issued | 55,349 | 57,068 |
Redeemable convertible preferred stock, shares outstanding | 55,349 | 57,068 |
Redeemable convertible preferred stock, liquidation preference | $ 141,117 | $ 145,499 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Other income (expense): | |||
Income tax provision | $ (944,494) | ||
Draft Kings Inc | |||
Revenue | 323,410,000 | $ 226,277,000 | $ 191,844,000 |
Cost of revenue | 103,889,000 | 48,689,000 | 31,750,000 |
Sales and marketing | 185,269,000 | 145,580,000 | 156,632,000 |
Product and technology | 55,929,000 | 32,885,000 | 20,212,000 |
General and administrative | 124,868,000 | 75,904,000 | 56,448,000 |
Loss from operations | (146,545,000) | (76,781,000) | (73,198,000) |
Other income (expense): | |||
Interest income (expense), net | 1,348,000 | 666,000 | (1,541,000) |
Gain on initial equity method investment | 3,000,000 | ||
Other expense, net | (607,000) | ||
Income before provision for income tax | (142,197,000) | (76,115,000) | (75,346,000) |
Income tax provision | (58,000) | (105,000) | (210,000) |
Loss from equity method investment | 479,000 | ||
Net income | $ (142,734,000) | $ (76,220,000) | $ (75,556,000) |
Loss per share attributable to common stockholders: | |||
Basic and diluted (in dollars per share) | $ (0.37) | $ (0.20) | $ (0.54) |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Ordinary SharesDraft Kings Inc | Ordinary Shares | Additional Paid-in CapitalDraft Kings Inc | Additional Paid-in Capital | Retained EarningsDraft Kings Inc | Retained Earnings | Redeemable Convertible Preferred StockDraft Kings Inc | Series E-1 redeemable convertible preferred stockDraft Kings Inc | Series E Preferred StockDraft Kings Inc | Series F Preferred StockDraft Kings Inc | Series D Redeemable Convertible Preferred StockDraft Kings Inc | Draft Kings Inc | Total |
Balance at the beginning at Dec. 31, 2016 | $ 22,000 | $ 3,998,000 | $ (704,274,000) | $ 490,971,000 | $ (700,254,000) | ||||||||
Balance at the beginning (in shares) at Dec. 31, 2016 | 22,291 | 184,499 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Conversion of Debt to Series E Preferred Stock | $ 160,928,000 | ||||||||||||
Conversion of Debt to Series E Preferred Stock (in shares) | 103,077 | ||||||||||||
Issuance of Series Preferred Stock | $ 118,623,000 | ||||||||||||
Issuance of Series Preferred Stock (in shares) | 54,901 | ||||||||||||
Issuance of Series D Redeemable Convertible Preferred Stock for In-kind Transfer | $ 1,077,000 | ||||||||||||
Issuance of Series D Redeemable Convertible Preferred Stock for In-kind Transfer (in shares) | 714 | ||||||||||||
Conversion of Preferred Stock to Common Stock | $ 354,000 | 653,749,000 | $ (654,103,000) | 654,103,000 | |||||||||
Conversion of Preferred Stock to Common Stock (in shares) | 353,850 | (288,290) | |||||||||||
Exercise of Stock Options | $ 1,000 | 179,000 | 180,000 | ||||||||||
Exercise of Stock Options (in shares) | 1,233 | ||||||||||||
Issuance of Common Stock for In-kind Transfer | $ 3,000 | 172,000 | 175,000 | ||||||||||
Issuance of Common Stock for In-kind Transfer (in shares) | 2,558 | ||||||||||||
Accretion of Preferred Stock Issuance Cost | $ 1,513,000 | ||||||||||||
Accretion of Preferred Stock Issuance Cost | (1,513,000) | (1,513,000) | |||||||||||
Stock-Based Compensation Expense | 4,500,000 | 4,500,000 | |||||||||||
Net loss | (75,556,000) | (75,556,000) | |||||||||||
Balance at the end at Dec. 31, 2017 | $ 380,000 | 661,085,000 | (779,830,000) | $ 119,009,000 | (118,365,000) | ||||||||
Balance at the end (in shares) at Dec. 31, 2017 | 379,932 | 54,901 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Series Preferred Stock | $ 141,590,000 | ||||||||||||
Issuance of Series Preferred Stock (in shares) | 57,068 | ||||||||||||
Exercise of Stock Options | $ 2,000 | 550,000 | 552,000 | ||||||||||
Exercise of Stock Options (in shares) | 2,385 | ||||||||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share | $ 1,000 | 339,000 | 340,000 | ||||||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share (in shares) | 393 | ||||||||||||
Issuance of Common Stock for In-kind Transfer | $ 1,000 | 1,933,000 | 1,934,000 | ||||||||||
Issuance of Common Stock for In-kind Transfer (in shares) | 1,299 | ||||||||||||
Accretion of Preferred Stock Issuance Cost | $ 678,000 | ||||||||||||
Accretion of Preferred Stock Issuance Cost | (678,000) | (678,000) | |||||||||||
Stock-Based Compensation Expense | 7,210,000 | 7,210,000 | |||||||||||
Net loss | (76,220,000) | (76,220,000) | |||||||||||
Balance at the end at Dec. 31, 2018 | $ 384,000 | 670,439,000 | (856,050,000) | $ 261,277,000 | (185,227,000) | ||||||||
Balance at the end (in shares) at Dec. 31, 2018 | 384,009 | 111,969 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of Series Preferred Stock | $ 7,824,000 | ||||||||||||
Issuance of Series Preferred Stock (in shares) | 2,879 | ||||||||||||
Exercise of Stock Options | $ 3,000 | 1,145,000 | 1,148,000 | ||||||||||
Exercise of Stock Options (in shares) | 2,873 | ||||||||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share | $ 2,000 | 437,000 | 439,000 | ||||||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share (in shares) | 1,906 | ||||||||||||
Issuance of Common Stock for In-kind Transfer | $ 1,000 | 1,363,000 | 1,364,000 | ||||||||||
Issuance of Common Stock for In-kind Transfer (in shares) | 822 | ||||||||||||
Repurchase of Preferred Stock and Issuance of Promissory Note | $ (11,722,000) | ||||||||||||
Repurchase of Preferred Stock and Issuance of Promissory Note (in shares) | (4,598) | ||||||||||||
Accretion of Preferred Stock Issuance Cost | $ 992,000 | ||||||||||||
Accretion of Preferred Stock Issuance Cost | (992,000) | (992,000) | |||||||||||
Stock-Based Compensation Expense | 17,613,000 | 17,613,000 | |||||||||||
Issuance of warrants | 438,000 | 438,000 | |||||||||||
Net loss | (142,734,000) | (142,734,000) | |||||||||||
Balance at the end at Dec. 31, 2019 | $ 390,000 | $ 5,000,010 | 690,443,000 | $ 2,689,444 | (998,784,000) | $ 2,309,409 | $ 258,371,000 | (307,951,000) | $ 5,000,010 | ||||
Balance at the end (in shares) at Dec. 31, 2019 | 389,610 | 110,250 | |||||||||||
Balance at the beginning at Mar. 26, 2019 | 0 | 0 | 0 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Issuance of common stock to initial shareholder at approximately $0.002 per share | 25,000 | 23,994 | |||||||||||
Accretion of Preferred Stock Issuance Cost | (22,555,869) | (22,555,869) | |||||||||||
Issuance of warrants | 9,500,000 | 9,500,000 | |||||||||||
Net loss | 2,309,409 | 2,309,409 | 2,309,409 | ||||||||||
Balance at the end at Dec. 31, 2019 | $ 390,000 | $ 5,000,010 | $ 690,443,000 | $ 2,689,444 | $ (998,784,000) | $ 2,309,409 | $ 258,371,000 | $ (307,951,000) | $ 5,000,010 | ||||
Balance at the end (in shares) at Dec. 31, 2019 | 389,610 | 110,250 |
CONSOLIDATED STATEMENT OF CAS_2
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) shares in Thousands | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||||
Net loss | $ 2,309,409 | |||
Changes in operating assets and liabilities: | ||||
Net cash used in operating activities | (1,852,230) | |||
Cash Flows from Investing Activities: | ||||
Net cash used in investing activities | (398,850,001) | |||
Cash Flows from Financing Activities: | ||||
Net proceeds from issuance of common stock | 400,000,000 | |||
Net cash provided by financing activities | 401,193,456 | |||
Increase in cash during period | 491,225 | |||
Cash and equivalents at end of period | 491,225 | $ 491,225 | ||
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Acquisition of state licenses included in accounts payable and accrued expenses | 224,325 | |||
Draft Kings Inc | ||||
Cash flows from operating activities: | ||||
Net loss | (142,734,000) | $ (76,220,000) | $ (75,556,000) | |
Adjustments to reconcile net loss to cash used in operating activities: | ||||
Depreciation and amortization | 13,636,000 | 7,499,000 | 6,301,000 | |
Non-cash rent expense | 377,000 | 37,000 | (120,000) | |
Non-cash interest expense | 424,000 | 31,000 | 1,487,000 | |
Stock-based compensation expense | 17,613,000 | 7,210,000 | 4,500,000 | |
Advertising expense paid through issuance of common stock and warrants | 1,802,000 | 1,934,000 | 1,252,000 | |
Amortization of debt discount | 141,000 | |||
Gain on derivative fair value adjustment | (184,000) | |||
Loss on exit activities | 179,000 | 877,000 | ||
Loss on disposal of assets | 730,000 | 185,000 | ||
Loss on conversion of promissory notes | 650,000 | |||
Loss from equity method investment | 479,000 | |||
Gain on initial equity method investment | (3,000,000) | |||
Deferred income taxes | 54,000 | 19,000 | 145,000 | |
Changes in operating assets and liabilities: | ||||
Cash reserved for users | (32,302,000) | (22,633,000) | (17,346,000) | |
Receivables reserved for users | 1,506,000 | (4,087,000) | 5,680,000 | |
Prepaid expenses and other current assets | (9,554,000) | (2,214,000) | (4,175,000) | |
Deposits | (930,000) | 728,000 | (133,000) | |
Accounts payable and accrued expenses | 27,946,000 | 5,699,000 | (29,793,000) | |
Other long-term liabilities | 18,028,000 | 12,068,000 | 5,307,000 | |
Settlement liability | (3,400,000) | (2,212,000) | 783,000 | |
Liabilities to users | 30,266,000 | 26,562,000 | 11,562,000 | |
Net cash used in operating activities | (78,880,000) | (45,579,000) | (88,437,000) | |
Cash Flows from Investing Activities: | ||||
Purchases of property and equipment | (16,703,000) | (13,683,000) | (599,000) | |
Capitalization of internal-use software costs | (14,816,000) | (12,738,000) | (7,116,000) | |
Acquisition of state licenses | (10,752,000) | (251,000) | ||
Net cash used in investing activities | (42,271,000) | (26,672,000) | (7,715,000) | |
Cash Flows from Financing Activities: | ||||
Proceeds from term note | 3,000,000 | |||
Repayment of notes payable | (1,250,000) | |||
Net proceeds from issuance of common stock | 439,000 | |||
Net cost due to conversion of Series E Stock | (272,000) | |||
Net proceeds from issuance of convertible promissory notes | 68,087,000 | |||
Proceeds from exercise of stock options | 1,148,000 | 552,000 | 180,000 | |
Net cash provided by financing activities | 79,776,000 | 140,892,000 | 118,531,000 | |
Increase in cash during period | (41,375,000) | 68,641,000 | 22,379,000 | |
Cash and equivalents at beginning of period | 117,908,000 | 49,267,000 | 26,888,000 | |
Cash and equivalents at end of period | $ 76,533,000 | 76,533,000 | 117,908,000 | 49,267,000 |
Supplemental Disclosure of Non-Cash Investing and Financing Activities: | ||||
Non-cash redemption of Series F redeemable convertible preferred to stock through issuance of promissory notes | 11,000,000 | |||
Accretion of Series E-1 and F Redeemable Convertible Preferred Stock | 992,000 | 678,000 | 1,513,000 | |
Conversion of Series A through E of preferred stock to common stock | $ 654,103,000 | |||
Conversion of convertible notes into preferred stock | 160,928 | |||
Common stock issued | 340,000 | |||
Acquisition of state licenses included in accounts payable and accrued expenses | 1,000,000 | |||
Supplemental Disclosure of Cash Activities: | ||||
Cash paid for interest | 260,000 | 261,000 | $ 285,000 | |
Series E-1 redeemable convertible preferred stock | Draft Kings Inc | ||||
Cash Flows from Financing Activities: | ||||
Net proceeds due to issuance of Redeemable Convertible Preferred Stock | $ 118,623,000 | |||
Series F redeemable convertible preferred stock | Draft Kings Inc | ||||
Cash Flows from Financing Activities: | ||||
Net proceeds due to issuance of Redeemable Convertible Preferred Stock | 7,824,000 | $ 141,590,000 | ||
Repurchase of Redeemable Convertible Preferred Stock | $ (722,000) |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Description of Business | 1. Description of Business DraftKings Inc. (the “Company” or “DraftKings”) was incorporated in Delaware on December 31, 2011. The Company provides online and retail sports wagering offerings, online daily fantasy sports contests, and online casino games. The Company is headquartered in Boston, MA. The Company began accepting users in the United States and Canada in 2012. The Company began accepting users in the United Kingdom in 2016, and in Germany, Malta, Netherlands, Ireland, and Austria in 2017 and in Australia in 2018. From 2015 through 2017, the daily fantasy sports industry was subject to government inquiries in the United States. State Attorneys General in Delaware, Georgia, Hawaii, Illinois, Maryland, Mississippi, Nevada, New York, Ohio, Rhode Island, Tennessee, Texas and West Virginia issued advisory opinions regarding the legality of daily fantasy sports in their respective states. As of February 20, 2020, the Company had reached agreements with the Attorneys General of Alabama, Hawaii and Idaho to suspend offering paid contests to individuals physically present at the time of contest entry in those states until such time a legislative solution is reached. A law authorizing fantasy sports was enacted by the Alabama legislature this year and DraftKings reentered the state to offer paid fantasy sports contests on June 18, 2019. The Company has suspended permitting participation in paid contests from Nevada and is currently seeking judicial clarifications with respect to offering paid contests to individuals in Texas, while continuing to permit participation from that state. Due to the Company’s interpretation of existing laws in Arizona, Louisiana, Montana, and Washington, the Company has not historically permitted individuals in those states to participate in paid contests. In April 2019, the Iowa legislature passed a bill to legalize fantasy sports and, in May 2019, the bill was signed into law by the Governor of Iowa. DraftKings launched paid fantasy sports contests in Iowa on October 24, 2019. Laws defining fantasy sports contests as games of skill and requiring certain consumer protections have been enacted in New York, Mississippi, Massachusetts, Virginia, Missouri, Indiana, Colorado, Kansas, Maryland, Arkansas, Tennessee, New Jersey, Delaware, New Hampshire, Vermont, Maine, Connecticut, Ohio, Alabama, Pennsylvania, Iowa, and Michigan. Of the remaining 20 states (and Washington, D.C.) that the Company operates in, two states (Kentucky and Nebraska) and one state the Company does not currently operate in (Arizona) have introduced legislation to authorize and regulate fantasy sports. Two states currently enjoy positive legal opinions from the states Attorneys General (West Virginia and Rhode Island). In May 2018, the Supreme Court (the “Court”) struck down on constitutional grounds the Professional and Amateur Sports Protection Act of 1992 (“PASPA”), a law that prohibited most states from authorizing and regulating sports betting. Since the Court’s decision, states have moved quickly to legalize and regulate sports betting. U.S. jurisdictions with statutes legalizing statewide online sports betting as of December 31, 2019 are Nevada, New Jersey, West Virginia, Delaware, Pennsylvania, Indiana, Iowa, Tennessee, New Hampshire, Washington, D.C, and Rhode Island. States with current or in process statutes for online gaming are Colorado, Illinois, Indiana, Iowa, Nevada, New Hampshire, New Jersey, Oregon, Pennsylvania, Rhode Island, Tennessee, Washington, D.C. and West Virginia. Colorado enacted a law that became effective after approval by voters in a referendum in November 2019. States authorizing and regulating sports betting at specific retail locations are Nevada, New York, North Carolina, Illinois, Iowa, Indiana, New Hampshire, Washington, D.C., New Jersey, West Virginia, Mississippi, Rhode Island, Delaware, Pennsylvania, Arkansas and Colorado. Some states have passed laws authorizing sports wagering on the Internet or in retail locations, but no operators are offering live betting yet. The Company currently operates Internet sports betting in Indiana, Iowa, New Hampshire, New Jersey Pennsylvania, and West Virginia. The Company has retail sportsbooks in Mississippi, New York, New Jersey and at three locations in Iowa. The Company also has multi-state agreements in place to expand operations upon the passing of the appropriate laws and regulations and the receipt of the appropriate license. The Company launched an online casino product in New Jersey in December 2018. Recently, the outbreak of the novel coronavirus (“COVID‑19”) has adversely impacted global commercial activity and contributed to significant declines and volatility in financial markets. The COVID‑19 pandemic and government responses are creating disruption in global supply chains and adversely impacting many industries. The outbreak could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown. The rapid development and fluidity of this situation precludes any prediction as to the ultimate material adverse impact of COVID‑19. Nevertheless, COVID‑19 presents material uncertainty and risk with respect to the Company, its performance, and its financial results and could adversely affect the Company’s financial information. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Practices | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies and Practices | 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act") are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the consolidated balance sheet with the exception of investments in Trust, as they are carried at amortized cost. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Offering costs of $22,555,869 consisting principally of underwriters' discounts of $22,000,000 (including $14,000,000 of which payment is deferred) and $555,869 of professional, printing, filing, regulatory and other costs were charged to additional paid-in capital upon completion of the Public Offering. Approximately $224,395 of such offering expenses were accrued but unpaid at December 31, 2019. Redeemable Shares As discussed in Note 1, all of the 40,000,000 shares of Class A common stock sold as parts of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Company's Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2019, 38,427,853 shares of the 40,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Draft Kings Inc | |
Summary of Significant Accounting Policies and Practices | 2. Summary of Significant Accounting Policies and Practices Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Going Concern Since its inception, the Company has funded its operations primarily with proceeds from sales of convertible preferred stock (including proceeds from convertible debt, which converted into convertible preferred stock) and borrowings under loan and security agreements. The Company has experienced operating losses for the years ended December 31, 2019, 2018 and 2017. In addition, as of December 31, 2019, 2018 and 2017, the Company had negative operating cash flows of $78,880, $45,579 and $88,437, respectively. The Company expects to continue to incur operating losses for the foreseeable future. As of March 12, 2020, the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company does not expect that its cash and cash equivalents, cash provided by financing activities (including those disclosed in Note 7) and the ability to draw down on its line of credit, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments through March 12, 2021. The Company plans to seek additional funding through equity financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company will be forced to delay or reduce some of its product portfolio expansion efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, as of the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of equity awards; fair value estimates of embedded derivatives; purchase price allocations, including fair value estimates of intangible assets and long-term contingent liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software costs; and accrued expenses. Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions. Cash Cash includes highly liquid checking and instant access internet banking accounts which are owned by the Company. Cash Reserved for Users The Company maintains separate bank accounts to segregate users’ funds from operational funds. In certain regulated jurisdictions, user funds are titled to DK Player Reserve, LLC, a wholly-owned subsidiary of the Company, which was organized in the State of Delaware, for the purpose of protect users’ funds in the event of creditor claims. Receivables Reserved for Users User deposit receivables are stated at the amount the Company expects to collect from a payment processor. These arise due to the timing differences between a user’s deposit and the receipt of the payment into the Company’s bank accounts. Receivables also arise as the result of the securitization policies of certain payment processors. Property and Equipment, net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 – 10 years Intangible Assets, Net Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. User Relationships User relationships are finite-lived intangible assets which are amortized over their estimated useful lives, ranging from six months to eleven years. User relationships are typically generated through business combinations. Internally Developed Software Software that is developed for internal use is accounted for pursuant to ASC Topic 350‑40, Intangibles, Goodwill and Other — Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include salaries for employees who devote time directly to developing internal-use software and external direct costs of services consumed in developing the software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life of three years and the related amortization expense is classified as cost of revenue in the consolidated statements of operations. State Licenses The Company incurs costs in connection with operating in certain regulated jurisdictions, including applying for licenses, compliance costs and the purchase of business licenses. The cost of purchasing business licenses and subsequent renewals of business licenses are capitalized and amortized over the estimated useful life of the asset or straight-line method, whichever is greater. Goodwill The Company performs its annual impairment testing at December 31. In testing goodwill for impairment, the Company first considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in management, strategy and primary user base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a two-step goodwill impairment test. The two-step test starts with comparing the fair value of the reporting unit to the carrying amount of a reporting unit, including goodwill. If the fair value exceeds the carrying amount, no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired. If the Company determines that goodwill is impaired, an impairment charge is recorded in the consolidated statements of operations. Based on the assessment performed during the years ended December 31, 2019 and 2018, the Company determined it was more likely than not that goodwill is not impaired. Impairment of Long-Lived Assets Long-lived assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as internal-use software, state licenses and user relationships. Long-lived assets, except for goodwill, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted future cash flows. There were immaterial impairments related to previously capitalized software that were not placed in service during the years ended December 31, 2019 and 2018. Equity Method Investment The Company owns 46% of the common stock of DKFS, LLC. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over operating and financial policies of the investee, but do not control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets and changes in value are recorded in other income (expenses), net on the consolidated statements of operations. The Company’s judgment regarding the level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions. Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, dividends received, capital contributions and distributions and impairment losses. The Company performs a qualitative assessment quarterly and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. Deposits The Company has security deposits with the lessors of the Company’s operating facilities totaling $2,434 and $1,504 as of December 31, 2019 and 2018, respectively. These balances include approximately $403 held in a certificate of deposit collateralizing the amounts outstanding on the credit cards. Liabilities to Users The Company records liabilities for amounts due to users which consist of user deposits, plus contest winnings and prizes awarded, less user withdrawals, contest entry fees, and contest margin earned by the Company. The Company maintains separate bank accounts for the amounts due to users. Total user liabilities are fully reserved by the cash reserved for users and receivables reserved for users. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of operating cash and cash reserved for users. The Company maintains cash and cash reserves for users primarily across five financial institutions; however, the vast majority is held with one financial institution within separate bank accounts, which management believes to be of a high credit quality, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. Leases The Company accounts for leases under the provisions of ASC Topic 840, Leases , which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. The terms used for the evaluation include renewal option periods in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2019 and 2018, all of the Company’s leases were operating leases. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liability, which is calculated as the difference between contractual lease payments and the rent expense, is recorded in other long-term liabilities in the consolidated balance sheets. Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers (Topic 606) (“New Revenue Standard”). The New Revenue Standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the New Revenue Standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the New Revenue Standard effective January 1, 2019 using the modified retrospective method and the cumulative effect was immaterial to the consolidated financial statements. See Note 15 for a discussion of the effect of the New Revenue Standard on the consolidated financial statements. The Company determines revenue recognition through the following steps: · Identifying the contract, or contracts, with the customer; · Identifying the performance obligations in the contract; · Determining the transaction price; · Allocating the transaction price to performance obligations in the contract; and · Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. The Company is currently engaged in the business of digital sports entertainment and gaming and provides users with daily fantasy sports content and online gaming opportunities. The following is a description of the Company’s revenue streams: Daily Fantasy Sports (“DFS”) is a peer-to-peer platform in which users compete against one another for prizes. Users pay an entry fee (ranging from $0 to $10,000 per user) to join an event and compete against each other in short-duration contests for cash prizes, where the prize money is distributed to the highest performing competitors in the contest as defined by the prize table. DFS revenue is generated from contest entry fees from users, net of amounts paid out as prizes and customer incentives. Sportsbook or Sports betting involves a user placing a bet by wagering money on an event at some fixed odds (“proposition”) determined by the Company. In the event the user wins, the Company pays out the bet. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each proposition offered to the users. iGaming, or online casino, offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings, the Company functions similarly to land-based casinos, generating revenue through hold, or gross winnings, as users play against the house. DFS, Sportsbook and iGaming as described above create a single performance obligation for the Company to operate the contest and award payouts to users based on the contest results. Revenue is recognized at the end of the respective event. Additionally, frequent player rewards given to customers for participation in gaming contests create material rights and represent separate performance obligations. Player awards create a liability when issued to players and are recognized as revenue when redeemed. Other revenue represents revenue generated from media services, advertising and sponsored content provided by the Company and other miscellaneous revenue generating Sportsbook operations. Advertising and sponsored games represent a series of distinct services that are combined into a single performance obligation. Revenue from all other sources is recognized as control is transferred which is generally when the services are rendered. Transaction Price Considerations Variable Consideration: Variability in the transaction price arises primarily due to market-based pricing and cash discounts. DraftKings offers loyalty programs, free plays, deposit bonuses, discounts, rebates or other rewards and incentives to its customers in the form of marketing and promotion activities. Revenue for DFS, Sportsbook and iGaming is collected prior to the contest and is fixed for the arrangement. Player awards are recognized when awarded to the player. Media contracts typically do not contain variable payments or consideration payable to the customer. Allocation of transaction price to performance obligations: Contracts with customers may include multiple performance obligations. For such arrangements, the transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated based on observable data of the Company’s sales of such products and services to similar customers and in similar circumstances on a standalone basis. For DFS, Sportsbook and iGaming, the Company will allocate a portion of the transaction price to frequent player awards that create material rights. In addition, the Company will allocate a portion of the transaction price from qualifier events to the related live final event within the DFS revenue stream. Certain costs to obtain or fulfill contracts Under the New Revenue Standard, certain costs to obtain or fulfill a contract with a customer must be capitalized, to the extent recoverable from the associated contract margin, and subsequently amortized as the products or services are delivered to the customer. These costs are capitalized as contract acquisition costs and are amortized over the period of benefit to the customer. For the Company, the period of benefit has been determined to be less than or equal to 1 year. As such, the Company applied the practical expedient and contract acquisition costs are expensed immediately. Customer contract costs which do not qualify for capitalization as contract fulfillment costs are expensed as incurred. Contract balances Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. The Company currently does not have contractual terms that require it to satisfy or partially satisfy its performance obligations in advance of customer billings. Deferred revenue relates to payments received in advance of the satisfaction of performance under the contract. The Company maintains various customer loyalty programs, which allows users to earn frequent player rewards for playing in DraftKings contests. Player awards represents a material right to the customer, and awards may be redeemed for future services. Player awards earned by users, but not yet redeemed, are included within liabilities to users on the consolidated balance sheets. When a user redeems awards, the Company recognizes income in revenue on the consolidated statements of operations. Certain player awards do not expire, and the Company recognizes breakage (amounts not expected to be redeemed) to the extent there is no requirement for remitting balances to governmental agencies under unclaimed property laws. Revenue from breakage is recognized in proportion to customer redemptions. Revenue recognized related to breakage was $1,179, $421 and $1,800 in 2019, 2018 and 2017, respectively. Refer to Note 15 for further information, including changes in deferred revenue during the period. Cost of Revenue Cost of revenue consists primarily of variable costs. These include mainly (i) payment processing fees and chargebacks, (ii) product taxes, (iii) platform costs and (iv) revenue share / market access arrangements. The Company incurs payment processing costs on user deposits and occasionally chargebacks as a result of user complaints (chargebacks have not been material to date). Sales and Marketing Sales and marketing expenses consist primarily of expenses associated with advertising, strategic league and team partnerships and costs related to promotional contests (free contests funded entirely by the Company), including related personnel costs. Product and Technology Product and technology expenses consist of platform and software development costs prior to product launch, comprised mainly of product development and support personnel costs, including stock compensation expense, and related professional services, as well as depreciation of related hardware and software. General and Administrative General and administrative expenses consist primarily of administrative personnel costs, including executive salaries, stock compensation expense and benefits, professional services (including legal, regulatory, audit, licensing-related, deal-related consulting and lobbying services), rent and facilities maintenance, legal settlements and contingencies, insurance and depreciation of leasehold improvements and furniture and fixtures. Advertising and Promotion Costs Advertising costs and promotion costs are expensed as incurred and are included in sales and marketing expense in the consolidated statements of operations. During the years ended December 31, 2019, 2018 and 2017, advertising and promotion costs were $152,203, $124,541 and $137,121, respectively. Stock-based Compensation The Company measures compensation expense for stock options and other stock awards in accordance with ASC Topic 718, Compensation — Stock Compensation . Stock-based compensation is measured at fair value on the grant date and recognized as compensation expense over the requisite service period. Generally, the Company issues stock options to employees with service-based, market based, or performance-based vesting conditions. For awards with only service- based vesting conditions, the Company records compensation cost for these awards using the straight-line method. For awards with performance-based vesting conditions, the Company recognizes compensation cost on a tranche- by tranche basis (the accelerated attribution method). Under the provisions of ASC Topic 505‑50, Equity-Based Payments to Non-Employees , the Company measures stock-based awards granted to non-employees based on the fair value of the award on the date on which the related service is completed. Compensation expense is recognized over the period during which services are rendered by non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax provision. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. Fair Value Measurements Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Earnings (loss) per share Basic earnings (loss) per share (“EPS”) is calculated using the two-class method. Under the two-class method, basic earnings (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period after deducting contractual amounts of accretion on Series E‑1 and Series F preferred shares and excluding the effects of any potentially dilutive securities. Diluted loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive. Recently Adopted Accounting Pronouncements As noted in the Company’s Revenue Recognition accounting policy above, the Company adopted Accounting Standards Updates (“ASU”) No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”) effective January 1, 2019. The guidance in ASU 2014‑09 and subsequently issued amendments outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers as well as required disclosures. DraftKings adopted Topic 606, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. For contracts that were modified before the date of adoption, the Company elected to reflect the aggregate effect of all modifications when (i) identifying the satisfied and unsatisfied performance obligations, (ii) determining the transaction price, and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations. The comparative information has not been restated and continues to be reported under the accounting standards in effect for these periods. The Company expects the timing of revenue recognition for its significant revenue streams to remain substantially unchanged, with no material effect on revenue. The adoption of this ASU did not have a material impact on the Company’s consolidated finan |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Property and Equipment | 3. Property and Equipment Property and equipment, net consists of the following: December 31, 2019 2018 Computer equipment and software $ 9,685 $ 5,537 Furniture and fixtures 5,891 4,018 Leasehold improvements 17,373 7,924 Property and Equipment 32,949 17,479 Accumulated depreciation (7,004) (3,377) Property and Equipment, net $ 25,945 $ 14,102 Depreciation expense on property and equipment was $4,131, $1,185 and $1,934 during the years ended December 31, 2019, 2018 and 2017, respectively. In 2019, the Company disposed of furniture and fixtures that were no longer in use. The loss on disposal of fixed assets for the year ended December 31, 2019, 2018 and 2017 totaled $730, $0, and $185, respectively. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Intangible Assets and Goodwill | 4. Intangible Assets and Goodwill The Company has the following intangible assets, net at December 31, 2019: Weighted- Average Gross Amortization Carrying Accumulated Period Amount Amortization Net User relationships — $ 3,328 $ (3,328) $ — Internally developed software 2.35 years 43,753 (21,188) 22,565 State licenses 4.86 years 12,003 (629) 11,374 Intangible Assets, net $ 59,084 $ (25,145) $ 33,939 The Company has the following intangible assets, net at December 31, 2018: Weighted- Average Gross Amortization Carrying Accumulated Period Amount Amortization Net User relationships 0.5 years $ 3,328 $ (3,013) $ 315 Internally developed software 2.45 years 28,937 (12,572) 16,365 State licenses 0.75 years 251 (55) 196 Intangible Assets, net $ 32,516 $ (15,640) $ 16,876 The Company recorded amortization expense of $9,505, $6,314 and $4,367 for the years ended December 31, 2019, 2018 and 2017, respectively. At December 31, 2019, estimated future amortization of intangible assets is as follows: Year ending December 31, 2020 $ 13,048 2021 10,250 2022 6,241 2023 2,200 2024 and thereafter 2,200 Total $ 33,939 Goodwill The changes in the carrying amount of goodwill for the years ended December 31, 2019 and 2018 are as follows: Balance as of December 31, 2017 $ 4,399 Goodwill acquired 339 Balance as of December 31, 2018 $ 4,738 Goodwill acquired — Balance as of December 31, 2019 $ 4,738 The Company recorded an increase of $339 to goodwill in connection with an immaterial acquisition during the year ended December 31, 2018. No impairment of goodwill was recorded in the years ended December 31, 2019, 2018 and 2017. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Accounts Payable and Accrued Expenses | 5. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consist of the following: December 31, 2019 2018 Accounts payable $ 16,618 $ 11,626 Accrued payroll and related expenses 17,770 9,857 Accrued litigation, lobbying and compliance 6,153 5,566 Accrued loyalty points 4,131 7,272 Accrued marketing fees 11,855 3,237 Accrued operating taxes 5,745 2,741 Accrued partnership fees 7,868 4,340 Accrued professional fees 4,191 1,978 Accrued software and licenses 1,589 2,263 Accrued other 9,375 7,269 Total $ 85,295 $ 56,149 |
Current and Long-term Liabiliti
Current and Long-term Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Current and Long-term Liabilities | 6. Current and Long-term Liabilities Term Note In October 2016, the Company entered into an amended and restated loan and security agreement with Pacific Western Bank, which was most recently amended in August 2019 (as amended, the “Credit Agreement”). The Credit Agreement provides a revolving line of credit of up to $50,000. The Credit Agreement has a maturity date of September 15, 2020. As of December 31, 2019 and 2018, the Credit Agreement provided a revolving line of credit of up to $50,000 and $40,000, respectively. Principal amounts outstanding under the Credit Agreement totaled $6,750 and $3,750 as of December 31, 2019 and 2018, respectively. Net facility available from the Credit Agreement as of December 31, 2019 and 2018 totaled $38,769 and $31,769, respectively, which exclude the letters of credit outlined in Note 13. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to the greater of (i) 1.00% above the prime rate then in effect and (ii) 6.50%, and the Credit Agreement requires monthly, interest-only payments. In addition, the Company is required to pay quarterly in arrears a fee equal to 0.25% per annum of the unused portion of the revolving line of credit. Upon the earlier of (i) an Acquisition, as defined in the Credit Agreement, or (ii) the closing of an initial public offering, in either case, the Company will also be required to pay a success fee to Pacific Western Bank in the amount of $600 or $650 if the outstanding principal amount exceeds $45,000 at any time. As of December 31, 2019, the Company did not meet all financial and non-financial covenants per the Credit Agreement; however, the Company has received waivers from Pacific Western Bank for all covenants not met. Borrowings under the Credit Agreement are secured by a first lien on all issued and outstanding shares of capital stock of the Company’s subsidiaries (except for any foreign subsidiaries, for which 65% of such capital stock is pledged) and on all assets, including intellectual property. Pursuant to the Credit Agreement, the Company is required to maintain substantially all depository, operating and investment accounts, excluding any proceeds from the Company’s gaming business, with Pacific Western Bank. The Company is also subject to certain affirmative and negative covenants until maturity. These covenants include limitations on the Company’s ability to incur additional indebtedness and to pay dividends. Obligations under the Credit Agreement are subject to acceleration upon the occurrence of specified events of default, including failure to comply with covenants. In connection with entering into the Credit Agreement, DraftKings issued a warrant to Pacific Western Bank to purchase 173,913 shares of its common stock at an exercise price of $0.23 per share. The warrant is immediately exercisable and expires in October 2020. Amounts outstanding, were recorded as current liabilities in the consolidated balance sheets as of December 31, 2019 and 2018. The interest rate in effect at December 31, 2019 and 2018 was 6.5%. The Company recorded interest expense of $258, $256 and $284 as of December 31, 2019, 2018 and 2017, respectively, which is included in interest income (expense), net on the consolidated statements of operations. The amount allocated to the warrants in October 2013 was recorded as a debt discount and was fully amortized as of December 31, 2017. The amount was recognized as interest expense over the term of the Credit Agreement using the effective interest method. Preferred Stock Investor in Series F Note On September 26, 2019, the Company entered into share redemption agreements with certain funds managed by Preferred Stock Investor in Series F (the “Preferred Stock Investor in Series F Funds”), pursuant to which the Company repurchased and redeemed shares of its preferred stock held by the Preferred Stock Investor in Series F Funds (the “Preferred Stock Investor in Series F Redemption”). A portion of the consideration paid by DraftKings in connection with the Preferred Stock Investor in Series F Redemption, equaling approximately $11,000, was paid by the issuance of promissory notes to certain of the Preferred Stock Investor in Series F Funds (the “Preferred Stock Investor in Series F Notes”). The Preferred Stock Investor in Series F Notes have a maturity date of the earlier of September 26, 2021 and the date on which DraftKings closes an equity financing with gross proceeds to DraftKings of at least $100 million. Until December 31, 2019, unpaid interest will accrue on the Preferred Stock Investor in Series F Notes at a rate of 2.33% per annum, computed on a basis of a 365-day year and payable annually in arrears. Following December 31, 2019, unpaid interest will accrue at a rate of 7.5% per annum, computed on a basis of a 365-day year and payable annually in arrears. Upon any event of default, as defined in the Preferred Stock Investor in Series F Notes, and at the option and upon the declaration of the holder thereof, the Preferred Stock Investor in Series F Notes will accelerate, and all principal and unpaid accrued interest will become due and payable. The Preferred Stock Investor in Series F Notes are subordinated to the Credit Agreement and any indebtedness or debentures, notes or other such indebtedness issued in exchange for the Credit Agreement, pursuant to a subordination agreement entered into by and among the relevant Preferred Stock Investor in Series F Funds, the Company and Pacific Western Bank, dated as of September 25, 2019. Indirect Taxes Taxation of e-commerce is becoming more prevalent and could negatively affect the Company’s business and its users. The ultimate impact of indirect taxes on the Company’s business is uncertain, as is the period required to resolve this uncertainty. The Company’s estimated contingent liability for indirect taxes represents the Company’s best estimate of tax liability in jurisdictions in which the Company believes taxation is probable. The Company frequently reevaluates its tax positions for appropriateness. Indirect taxation laws are complex and subject to differences in application and interpretation. Tax authorities may interpret laws originally enacted for mature industries and apply it to newer industries, such as the Company’s, and that application may be inconsistent from jurisdiction to jurisdiction. Tax authorities may impose indirect taxes on Internet-delivered activities based on statutes and regulations which, in some cases, were established prior to the advent of the Internet and do not apply with certainty to the Company’s business. Additionally, the Company’s jurisdictional activities may vary from period to period which could result in differences in nexus from period to period. Lastly, the Company’s estimated contingent liability for indirect taxes may be materially impacted by future indirect tax audit results, litigation and settlements, should they occur. As of December 31, 2019 and 2018, the Company’s estimated contingent liability for indirect taxes was $35,899, and $27,238, respectively. This is recorded within other long-term liabilities on the consolidated balance sheets and general and administrative expenses on the consolidated statements of operations. Deferred Rent In conjunction with its newly leased business facilities, the Company receives incentives from landlords for tenant owned leasehold improvements. These short-term and long-term amounts are recorded as deferred rent reported in the accounts payable and accrued expenses and other long-term liabilities sections of the consolidated balance sheet. These amounts are released ratably over the lease term, with an offset to current period lease expense. As of December 31, 2019, rent expense has been reduced by $377 due to the release of the deferred rent balance. Short-term and long-term balances of deferred rent are $1,125 and $9,747, respectively. |
Convertible Promissory Notes
Convertible Promissory Notes | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Debt Instrument [Line Items] | |
Convertible Promissory Notes | 7. Convertible Promissory Notes Beginning in December 2019, DraftKings issued subordinated convertible promissory notes to certain investors (the “Convertible Notes”). The aggregate principal amount outstanding under the Convertible Notes was approximately $69,123 (the “Convertible Notes”). Interest accrues on the Convertible Notes at a rate of 10% per annum and is automatically capitalized and added to the outstanding principal amount of each Convertible Note on each anniversary of the date of issuance of such Convertible Note. The Convertible Notes may only be prepaid with the consent of the holders of a majority of the then-outstanding principal amount (the “Majority Holders”). In connection with issuance of the Convertible Notes, the Company incurred fees in the amount of 1.5% of the gross proceeds, payable to a related party as described in Note 12. These fees are capitalized as debt issuance costs and are recorded in the convertible promissory notes in the consolidated balance sheets. The amount owed to the related party is recorded in accounts payable and accrued expenses in the consolidated balance sheets. The Convertible Notes automatically convert into equity upon (i) a business combination transaction that results in common shares of DraftKings, its successor or a new parent company being listed on a national securities exchange (a “Qualified Business Combination”), (ii) the issuance of equity securities of DraftKings that results in DraftKings receiving a minimum of $100,000 in proceeds (a “Qualified Financing”) or (iii) an initial public offering of the equity securities of DraftKings pursuant to a registration statement under the Securities Act of 1933, as amended (an “IPO”). In the case of a Qualified Business Combination, the outstanding principal and interest on the Convertible Notes will convert into listed common shares of DraftKings, its successor or the new parent entity, as applicable, at a price per share equal to (i) in the case of the closing of the Private Investment in Public Entity (“PIPE”) Transaction, the price paid by the cash investors purchasing PIPE Shares in the PIPE Transaction and (ii) in all other cases, the volume weighted average trading price of such shares for the five consecutive trading days ending on the trading day immediately preceding the closing of the Qualified Business Combination. In the case of a Qualified Financing, the outstanding principal and interest on the Convertible Notes will convert into the equity securities sold to the cash investors in such Qualified Financing, at a price per share equal to the price paid by the cash investors in such Qualified Financing. In the case of an IPO, the outstanding principal and interest on the Convertible Notes will convert into the equity securities sold in such IPO, at a price per share equal to the initial public offering price. At the election of the Majority Holders, the Convertible Notes are convertible into equity upon the issuance of equity securities of DraftKings that results in DraftKings receiving less than $100,000 in proceeds (a “Non- Qualified Financing”). In the case of a Non-Qualified Financing, the outstanding principal and interest on the Convertible Notes will convert into the equity securities sold to the cash investors in such Non-Qualified Financing, at a price per share equal to the price paid by the cash investors in such Non-Qualified Financing. In the event of a combination, consolidation or merger, other than a Qualified Business Combination, or a transfer of more than 50% of the voting power of DraftKings’ stock to stockholders that were not stockholders on the date of issuance of the Convertible Notes, the Company will be obligated to repay the Convertible Notes, an amount equal to the outstanding principal and interest, plus a prepayment premium equal to 15% of the original principal amount. In addition to the foregoing, in the event that the Convertible Notes remain outstanding on December 16, 2022 (the “CN Maturity Date”), the Convertible Notes will convert as of the CN Maturity Date into shares of a newly created series of DraftKings’ preferred stock having substantially the same rights, privileges and preferences as DraftKings’ existing Series F Preferred Stock at a conversion price equal to $3.31 (as adjusted for any stock split, stock dividend, combination, recapitalization or similar transaction). The Convertible Notes are subordinated to the Credit Agreement and any indebtedness or debentures, notes or other such indebtedness issued in exchange for the Credit Agreement, pursuant to a subordination agreement entered into by and among the holders of the Convertible Notes, DraftKings and Pacific Western Bank. The Convertible Notes have a provision requiring the repayment of the notes at a premium upon a change of control, which constitutes an embedded compound derivative that is being accounted for separately. Each reporting period, the Company will record the derivative liability at fair value, with any changes in fair value recorded in the consolidated statements of operations. The Company determined that the fair value of this embedded compound derivative was $457 at December 31, 2019. The derivative was recorded as a debt discount and will be amortized as interest expense using the effective interest method. The Company recorded total interest expense of $276 for the year ended December 31, 2019. |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Class of Stock [Line Items] | |
Redeemable Convertible Preferred Stock | 8. Redeemable Convertible Preferred Stock The Company had the following shares of preferred stock authorized and outstanding at December 31, 2019: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ Series F redeemable convertible preferred stock 78,445 55,349 Total 133,346 110,250 $ The Company had the following shares of preferred stock authorized and outstanding at December 31, 2018: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ Series F redeemable convertible preferred stock 78,445 57,068 Total 133,346 111,969 $ The Company had the following shares of preferred stock authorized and outstanding at December 31, 2017: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ In September 2019, the Company repurchased 4,598 of Series F preferred stock through the issuance of $11,000 convertible notes and a cash payment of $722 as described in Note 6. As of December 31, 2019, the Company had 54,901 and 55,349 Series E‑1 and Series F convertible preferred stock with conversion rates of approximately 1.57 and 2.55 per share, respectively. As of December 31, 2018, the Company had 54,901 and 57,068 Series E‑1 and Series F convertible preferred stock with conversion rates of approximately 1.57, and 2.55 per share, respectively. As of December 31, 2017, the Company had 54,901 Series E‑1 convertible preferred stock issued and outstanding with a conversion rate of approximately 1.12 per share. Voting Each holder of each series of preferred stock shall be entitled to vote on all matters and shall be entitled to the number of votes equal to the number of whole shares of common stock into which such holder’s shares of preferred stock could be converted, as defined below. Except as otherwise required by law, or by the provisions of the Certificate of Incorporation, the holders of preferred stock shall vote together with the holders of common stock as a single class. Dividends The holders of Series E‑1 and Series F preferred stock are generally not entitled to any dividends. However, no dividends shall be declared or paid on shares of any other classes or series of capital stock of the Company, unless the holders of preferred stock first receive a dividend, with the preferred stock dividend calculated in such a manner that it would result in the highest possible preferred stock dividend. As of December 31, 2019, no dividends have been declared for either Series E‑1 or Series F. Liquidation In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series E‑1 or Series F shall be entitled to be paid out of the assets of the Company on a pari passu basis before any payments are made to the holders of common stock. Conversion Each share of preferred stock is convertible at the option of the holder by dividing the original issue price by the applicable conversion price. The original issue prices for Series E‑1 and Series F were approximately $2.20 and $2.55, respectively. The conversion prices in effect as of December 31, 2019 for Series E‑1 and Series F preferred stock are approximately $1.57 and $2.55, respectively, which result in share conversion factors of approximately 1.40 for Series E‑1 and 1.00 for Series F. If all preferred stock converts to common stock, the Company would issue 77,132 shares of common stock to the holders of Series E‑1 and 55,349 shares of common stock to the holders of Series F. The applicable conversion prices are subject to adjustment, as defined in the Certificate of Incorporation. Redemption At any time on or after August 17, 2023, with respect to the Series E‑1, the Series E‑1 majority and with respect to the Series F, the Series F majority (each as defined in the Certificate of Incorporation) may request to redeem the applicable original issue price per share plus all declared but unpaid dividends on each series of preferred stock, in three annual installments commencing not more than sixty days after receipt by the Company of a written notice requesting redemption. Due to this contingent redemption feature that is outside of the Company’s control and, accordingly, pursuant to ASC 480‑10‑S99, the preferred shares are recorded at their redemption value, outside of stockholder’s equity (mezzanine equity). Subsequent to the date of the Business Combination Agreement, the instruments will be assessed to determine whether it is probable of the instruments being redeemed as a result of a contingency being resolved. When it is deemed probable, the fair value will be adjusted to the new estimate of the fair value in that period. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Class of Stock [Line Items] | |
Common Stock | 9. Common Stock Per the Company’s Ninth Amended and Restated Certificate of Incorporation, the Company is authorized to issue 735,000 shares of $0.001 par value common stock. As of December 31, 2019 and 2018, 389,610 and 384,009 shares, respectively, of $0.001 par value common stock were issued and outstanding. Each share of common stock entitles the holder to one vote on all matters submitted to a vote of the Company’s stockholders. Common stockholders are entitled to receive dividends, if any, as may be declared by the board of directors, subject to the preferential dividend rights of the preferred stockholders. No dividends have been declared through December 31, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock-Based Compensation | 10. Stock-Based Compensation In 2012, the Board of Directors adopted the 2012 Stock Option and Restricted Stock Incentive Plan (the “2012 Plan”), which provides for the granting of incentive and nonqualified stock options, shares of restricted stock, and other equity interests or awards in the Company. As of December 31, 2019 and 2018, the total number of shares available for issuance under the 2012 Plan were 5,614 and 12,313, respectively. Stock options are generally granted with an exercise price equal to the fair value of the common stock at the grant date, a graded vesting period of four years and a 10‑year contractual term. Incentive stock options may only be granted to employees and the exercise price shall not be less than the fair value of the stock on the grant date. If an employee owns more than 10% of the combined voting stock of the Company, the exercise price may not be less than 110% of the fair market value of the stock on the grant date. The Company only issued service-based vesting awards under the 2012 Plan. In 2017, the Board approved the 2017 Equity Incentive Plan (the “2017 Plan” and, together with the 2012 Plan, the “Plans”). No new awards have been issued under the 2012 Plan following the approval of the 2017 Plan. The 2017 Plan provides for the granting of incentive and nonqualified stock options, shares of restricted stock, and other equity interests or awards in the Company. As of December 31, 2019, the total number of shares available for issuance under the Plan was 75,671 shares. As of December 31, 2019, a share reserve established that the aggregate number of shares may not exceed 130,825 shares under the Plans. The exercise price of stock options issued under the 2017 Plan will generally not be less than 100% of the fair market value of the Company’s common stock on the date of grant, as determined by the board of directors. The Company issued service-based and performance-based vesting awards under the 2017 Plan. The service-based awards generally vest over a four-year period with graded vesting and expire no later than ten years from the date of grant. The Company issues two types of performance- based option awards pursuant to the 2017 Plan: Long Term Incentive Plan (“LTIP”) and Performance-Based Stock Compensation Plan (“PSP”). The LTIP is a performance-based stock compensation plan that utilizes long-term financial metrics to incentivize key executives and align growth objectives between executives and the Company. The LTIP has vesting targets based on any one of the following thresholds related to annual revenue, annual earnings before interest, taxes, depreciation and amortization (“EBITDA”) or the fair value of the Company’s common stock in the event of an initial public offering, change in control or majority transaction, as defined per the LTIP. The PSP is a short-term performance-based stock compensation plan. It was designed to incentivize key members of management and align short-term growth objectives related to the Company. PSP awards vest based on meeting both revenue and EBITDA targets. As of December 31, 2019 and 2018, the Company has only issued stock options that are settled in the Company’s common stock. No restricted stock or other forms of equity-based awards have been issued. The fair value of each option is estimated on the grant date using the Black-Scholes option-pricing model and the assumptions noted in the table below. The fair value is recognized over the requisite service period of the awards, which is generally the vesting period. For awards with only service-based vesting conditions, the Company recognizes compensation cost using the straight-line method. Expected volatility is based on average volatility for a representative sample of comparable public companies. The expected term represents the period of time that the options are expected to be outstanding. The expected term is estimated using the midpoint between the requisite service period and the contractual term of the option. The risk-free interest rate is estimated using the rate of return on U.S. treasury notes with a life that approximates the expected life of the option. The fair value of the stock options issued was measured using the following assumptions for the years ended December 31: 2019 2018 Risk free interest rate 1.95 % 2.80 % Expected term (in years) 6.02 6.11 Expected volatility 41.48 % 41.98 % Expected dividend yield — % — % The weighted-average grant-date fair values of options granted during the years ended December 31, 2019 and 2018 were $0.72 and $0.54 per share, respectively. During the years ended December 31, 2019 and 2018, the Company received proceeds from the exercise of stock options of $1,148 and $552, respectively, and the aggregate intrinsic value of those stock options exercised was $3,406 and $2,234, respectively. The total grant date fair value of stock options that vested during the years ended December 31, 2019, 2018 and 2017 was $9,803, $7,334 and $3,351, respectively. As of December 31, 2019, total unrecognized stock-based compensation expense of $19,769 related to unvested share-based compensation arrangements granted under the Plan is expected to be recognized over a weighted-average period of 2.03 years. Total stock-based compensation expense of $17,614, $7,210 and $4,500 was recognized for the years ended December 31, 2019, 2018 and 2017, respectively. LTIP options LTIP awards have been issued since November 2017 pursuant to the Company’s 2017 Plan. The fair value of each LTIP option is estimated on the grant date using the Black-Scholes option-pricing model for those awards, with only performance conditions and the assumptions noted in the table above. Awards that vest based on market conditions are valued using a Monte-Carlo model however no compensation cost will be recognized unless an IPO or liquidity event occurs. Awards vest based on a combination of factors, including achievement of revenue, EBITDA, and stock value targets measured upon an IPO or liquidity event. For the year ended December 31, 2019, the Company recognized compensation costs of $5,236 for LTIP awards. No compensation cost has been recognized for the LTIP for the year ended December 31, 2018 and 2017 because no awards were considered probable of vesting as of December 31, 2018 and 2017 as per the terms of the LTIP plan. PSP options PSP awards have been issued since November 2017 pursuant to the terms of the 2017 Plan. The Plan grants options to key executives that vest based on achievement of short-term revenue and EBITDA targets. PSP options are valued using the Black-Scholes option-pricing model with the assumptions noted in the table above. Based on the results of fiscal year 2018 the PSP targets were not achieved. PSP options vested in 2019 after board approval and $5,221 of compensation costs were recorded for PSP options during the year ended December 31, 2019. Total stock-based compensation cost of $0 and $0 was recognized for the years ended December 31, 2018 and 2017. Non-Employee Warrants In September 2019, the Company issued warrants to a non-employee vendor providing marketing services. The warrant allows the vendor to purchase 341 shares of common stock for an exercise price of $0.01 per share over a 5‑year term. The warrants were issued for marketing services provided to the Company, were fully vested, and had no future requisite service period. Compensation cost of $444 was recognized entirely in the year ended December 31, 2019. Compensation cost for this warrant is presented within general and administrative expenses in the consolidated statement of operations. As of December 31, 2019, the warrant remains unexercised. The following table shows stock option activity for the years ended December 31, 2019, 2018 and 2017: Weighted Weighted Average Number of Shares Average Remaining Aggregate Time Exercise Term Intrinsic Based PSP LTIP Total Price (years) Value Outstanding at December 31, 2016 $ 44,530 — — 44,530 $ 0.22 8.24 $ 30,680 Granted 14,165 — 5,131 19,296 1.17 Exercised (1,306) — — (1,306) 0.15 Forfeited (958) — — (958) 0.61 Outstanding at December 31, 2017 $ 56,431 — 5,131 61,562 $ 0.51 8.00 $ 32,401 Granted 13,564 5,320 35,058 53,942 1.18 Exercised (2,297) — — (2,297) 0.25 Forfeited (1,171) (159) — (1,330) 0.88 Outstanding at December 31, 2018 $ 66,527 5,161 40,189 111,877 $ 0.84 8.15 $ 69,765 Granted 16,278 6,263 5,628 28,169 1.65 Exercised (2,837) (112) — (2,949) 0.41 Forfeited (1,196) (79) — (1,275) 1.19 Outstanding at December 31, 2019 $ 78,772 11,233 45,817 135,822 $ 1.01 7.64 $ 203,431 Time Vesting* 75,170 $ 0.84 7.01 $ 125,849 PSP** 10,719 $ 1.44 8.92 $ 11,484 LTIP** 8,568 $ 1.21 8.42 $ 11,129 * Adjusted for assumed forfeitures ** Adjusted for assumed forfeitures, excludes post‑2019 vesting |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | 8. Income Tax The Company incurred United States federal income tax expense of approximately $944,494 for the period from March 27, 2019 (date of inception) through December 31, 2019. The Company made three estimated quarterly tax payments of $383,333 each, to the Internal Revenue Service (“IRS”) for federal income taxes estimated for 2019 on interest earned in the Trust Account. The funds were paid from the Trust Account. At December 31, 2019, the Company had prepaid federal income taxes of $205,505 included in prepaid expenses on the accompanying consolidated balance sheet. The Company’s provision for income tax consists of the following: For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 The Company incurred costs of $1,237,757 related to its search to complete a business combination which are not deductible for federal income tax purposes and resulted in the generation of a deferred tax asset of $261,174 which is available to offset future taxable income. In assessing the realization of deferred tax assets, the Company considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. The Company considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2019 is as follows: For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Draft Kings Inc | |
Income Taxes | 11. Income Taxes Loss before provision for (benefit from) income taxes for the years ended December 31, 2019, 2018 and 2017 consist of the following: Year Ended December 31, 2019 2018 2017 United States $ (142,198) $ (76,122) $ (75,445) Foreign 1 7 99 Loss before provision for (benefit from) income taxes $ (142,197) $ (76,115) $ (75,346) The components of the provision (benefit) for income taxes consisted of the following: Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 4 86 65 Total current provision 4 86 $ 65 Deferred: Federal $ — $ 9 $ 36 State 54 10 109 Foreign — — — Total deferred provision 54 19 145 Total provision $ 58 $ $ 210 The reconciliation between income taxes computed at the U.S. statutory income tax rate to our provision for income taxes for the years ended December 31, 2019, 2018 and 2017 are as follows: Year Ended December 31, 2019 2018 2017 Provision for income taxes at statutory rate $ (29,863) $ (15,984) $ (25,400) Prior year provision true-ups 3,164 (157) 982 State taxes, net of federal benefit (7,522) (7,525) (2,769) Certain stock-based compensation expenses 2,412 430 536 Non-deductible lobbying expenses 1,885 1,352 2,505 Non-deductible acquisition expenses 2,068 — — Change in valuation allowance 19,988 21,584 (66,370) Impact of federal rate change on net deferred taxes — — 90,889 Net operating loss write-off 7,246 — — Other 680 405 (163) Provision for income taxes $ 58 $ 105 $ 210 In 2019, the Company wrote off $7,246 of the net operating loss deferred tax asset due to the IRC Section 382 limitation discussed below, with a corresponding reduction to the valuation allowance of $7,246 for a net provision impact of $0. The Tax Cuts and Jobs Act was enacted on December 22, 2017 (“the Act”). The Act contains significant changes to corporate taxation including, but not limited to, reducing the U.S. federal corporate tax rate from a top marginal rate of 35% to 21%, requiring companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and creating new taxes on certain foreign sourced earnings. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Act. As of December 31, 2017, the Company re-measured U.S. federal deferred tax assets and liabilities based on the rates at which they are anticipated to reverse in the future, which is generally 21%. The amount recorded related to the re-measurement of our deferred tax asset balance was a decrease of $90,890, with a corresponding reduction to the valuation allowance of $91,050 for a net benefit of $160. The Act limited the deduction for net operating loss carryovers generated in the taxable years beginning after December 31, 2017, to 80% of taxable income computed without regard to the deduction and extended the life of these net operating losses to an indefinite carryforward. Due to the indefinite life of the net operating losses generated after December 31, 2017 and the annual 80% NOL utilization limitation that would be imposed in the year of use, the Act resulted in the indefinite life deferred tax liability becoming a source of income against the realization of the indefinite lived portion of the NOLs and certain deferred tax assets that the Company expects to become indefinite lived NOLs when they reverse in future years. As of December 31, 2017, the amount recorded related to the scheduling of the indefinite-lived intangibles was a benefit of $230. The one-time transition tax is based on our total post‑1986 earnings and profits (“E&P”) for which we have previously deferred from U.S. income taxes. We recorded a provisional amount for our one-time transition tax liability of $36 for our foreign subsidiaries, resulting in an increase of income tax provision of $0 as we are utilizing net operating losses, which had a full valuation allowance, against the one-time transition tax liability. During the year ended December 31, 2018 we completed our calculation of the total post‑1986 foreign E&P for these foreign subsidiaries and increased the one-time transition tax liability by $15, resulting in no change to income tax expense as we utilized net operating losses, which had a full valuation allowance, against the one-time transition tax liability. As a result of the Act and the current U.S. taxation of deemed repatriated earnings, the additional taxes that might be payable upon repatriation of foreign earnings are not significant. However, we do not have any current plans to repatriate these earnings because the underlying cash will be used to fund the ongoing operations of the foreign subsidiaries. As of December 31, 2018, we have completed our accounting for the effects of the Act, including the transition tax, remeasurement of deferred taxes, our reassessment of valuation allowance and electing to account for global intangible low-taxed income (“GILTI”) as a period expense. There were no additional expenses recognized in the year ended December 31, 2018 to adjust the provisional amounts recorded in 2017 related to the Act. Significant components of the Company’s deferred tax assets (liabilities) as of December 31, 2019 and 2018 are as follows: As of December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 4,552 $ 3,472 Intangible assets 123 187 Fixed assets — 365 Accrual and other temporary differences 20,907 12,273 Credit carryforwards 15 15 Net operating loss carryforwards 217,836 203,180 Total deferred tax assets: $ 243,433 $ 219,492 Deferred tax liability: Capitalized software costs (6,335) (4,364) Fixed assets (2,035) — Total Net Deferred Tax Assets 235,063 215,128 Valuation allowance (235,280) (215,292) Net deferred tax liabilities $ (217) $ (164) The Company has provided a valuation allowance against the net deferred tax assets since realization of any future benefit from deductible temporary differences and net operating loss and tax credit carryforwards cannot be sufficiently assured as of December 31, 2019. In computing our valuation allowance needs, we include the deferred tax liability associated with assets that have an indefinite life for US GAAP purposes because they provide a source of income against the realization of the indefinite lived portion of the NOLs and certain deferred tax assets that the Company expects to become indefinite lived NOLs when they reverse in future years. For the year ended December 31, 2019, the valuation allowance increased by approximately $19,988. As of December 31, 2019, the Company had federal and state tax net operating loss carryforwards of approximately $676,040 and $759,040, respectively, which may be available to offset future income tax liabilities and expire at various dates through 2039. The aggregate amount of federal NOLs that are not expected to be utilized due to the annual Section 382 limitations is $34,504 and the tax effect of $7,246 was written off during the year ended December 31, 2019, as discussed in more detail below. Additionally, the Company has $134,400 of federal net operating loss carryforwards which carryforward indefinitely, subject to an 80% taxable income limitation in the year of utilization. The Company has generated $171 and $100 of operating loss carryforwards in Malta and Australia, respectively, both of which carryforward indefinitely. The Company has approximately $15 of federal research credit carryforwards available that expire through 2032. Utilization of the NOL carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income and tax, respectively. The Company completed a Section 382 study through December 31, 2019 to assess whether an ownership change had occurred, or whether there had been multiple ownership changes since its formation. The Company concluded that ownership changes occurred in November 2013 and March 2017. As a result, the Company’s use of NOL carryforwards as of March 2017 are subject to annual limitations through 2037. For the tax year ending December 31, 2020, these NOLs are subject to a cumulative limitation of $295,605 and each year after is subject to an annual limitation of $77,069 in 2021, $25,247 in 2022 and $15,051 through 2037. Annual limitations under Section 382 that go unused can be carried forward to allow for an increased limitation in future years. The federal net operating losses incurred by the Company after February 2017 are not impacted by these limitations as of December 31, 2019. There could be additional ownership changes in the future, which may result in additional limitations on the utilization of the NOL and tax credit carryforwards. With limited exception, the Company is no longer subject to U.S. federal and state income tax audits by taxing authorities for years through 2015. The years subsequent to 2015 contain matters that could be subject to differing interpretations of applicable tax laws and regulations as it relates to the amount and/or timing of income, deductions and tax credits. Although the timing and outcome of tax audits is always uncertain, management has analyzed the Company’s income tax positions taken for all open years and has concluded that no provision for uncertain tax positions is required in the consolidated financial statements. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transaction [Line Items] | |
Related-Party Transactions | 4. Related Party Transactions Founder Shares On March 28, 2019, the Sponsor received 10,062,500 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On April 10, 2019, the Sponsor transferred 4,930,625 Founder Shares to Harry E. Sloan (together with the Sponsor, the “initial stockholders”) for a purchase price of $12,250 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 5,131,875 Founder Shares. On May 10, 2019, the Sponsor and Mr. Sloan each forfeited at no cost 31,875 and 30,625 Founder Shares, respectively, to the Company in connection with the election by the underwriters of the Public Offering to exercise their over-allotment option in part and not in full, resulting in an aggregate of 10,000,000 Founder Shares outstanding. On December 31, 2019, the Sponsor transferred 20,000 Founder Shares to each of the Company’s independent directors, resulting in the Sponsor holding 5,020,000 Founder Shares, for the same per-share purchase price initially paid by the Sponsor. The initial stockholders and the Company’s independent directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Rights —The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders have agreed to waive their redemption rights in connection with an initial business combination with respect to the Founder Shares and any Public Shares they may purchase, and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within 24 months from the closing of the Public Offering. Voting —If the Company seeks stockholder approval of an initial business combination, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of an initial business combination. Liquidation —Although the initial stockholders and their permitted transferees have waived their redemption rights with respect to the Founder Shares if the Company fails to complete an initial business combination within the prescribed time frame, they will be entitled to redemption rights with respect to any Public Shares they may own. Private Placement Warrants In conjunction with the Public Offering, the Sponsor and Harry E. Sloan purchased an aggregate of 6,333,334 private placement warrants (the “Private Placement Warrants”), at a price of $1.50 per warrant (approximately $9,500,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $400,000,000 was placed in the Trust Account. On December 31, 2019, the Sponsor transferred 66,666 Private Placement Warrants to Scott Delman and 133,333 Private Placement Warrants to each of Joshua Kazam and Fredric Rosen for the same per-warrant purchase price initially paid by the Sponsor. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial business combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete an initial business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor, Scott Delman, Fredric Rosen, Joshua Kazam and Harry E. Sloan will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Related Party Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. These loans were payable without interest on the earlier of December 31, 2019 or the completion of the Public Offering . Upon completion of the Public Offering , $60,675 was repaid in full. At December 31, 2019, there were no amounts outstanding under the Note. Administrative Services The Company will reimburse the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates in an amount not to exceed $15,000 per month in the event such space and/or services are utilized and the Company does not pay a third party directly for such services, from the date of closing of the Public Offering. As of December 31, 2019, $90,000 of administrative expenses were incurred under this agreement and paid to the Sponsor. Upon completion of an initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial business combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors intend to loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. No amounts were borrowed under this arrangement as of December 31, 2019. |
Draft Kings Inc | |
Related Party Transaction [Line Items] | |
Related-Party Transactions | 12. Related-Party Transactions Media Purchase Agreement (“MPA”) In July 2015, the Company entered into a MPA with a related party purchaser for various media placements from 2015 through 2018. The MPA was amended to extend through 2021. The annual commitment for calendar years 2017 through 2021 was $15,000 per year plus an additional contingent commitment of $5,000 per year. The contingent commitment relates to the Company’s allocation of its non-integration advertising with other advertisers. Effective January 2019, the future minimum commitments related to the MPA were reduced to $15,000 in aggregate through December 31, 2021 ($5,000 per year) and the contingent commitment was removed. If the Company satisfies the $15,000 commitment prior to December 31, 2021, the MPA will expire unless the Company elects to extend the MPA through the next NFL season with no required minimum. The Company recorded expense of $8,411 and $23,313 related to the MPA for the years ended December 31, 2019 and 2018, respectively, in sales and marketing expenses in the consolidated statements of operations. As of December 31, 2019, and 2018, $2,413 and $428, respectively, of MPA contractual obligations were unpaid and included in accounts payable and accrued expenses in the consolidated balance sheets. Future minimum obligations under the MPA are included in the other contractual obligations table in Note 13. Private Placement Agent In March 2015, the Company entered into an engagement letter with a related party (the “Private Placement Agent”), pursuant to which the related party served as a private placement agent for DraftKings in connection with DraftKings’ Series E and Series E‑1 preferred stock financings. The engagement letter terminated in June 2018. Of the Company’s Series E‑1 redeemable convertible preferred stock issued and outstanding, $119,752 and $119,427 as of December 31, 2019 and 2018, respectively, is held by the related party. Redeemable convertible preferred stock is discussed in Note 8. In connection with the Company’s Series E‑1 redeemable convertible preferred stock issuance, $2,066 of fees were incurred during the year ended December 31, 2017 and $0 in fees were incurred during the years ended December 31, 2019 and 2018. The 2017 fees are accreted ratably over the expected life of Series E‑1. These fees are presented in the Series E‑1 redeemable convertible preferred stock in the consolidated balance sheets. The Company also entered into an engagement letter in August 2019, and amended in December 2019, with the Private Placement Agent. Pursuant to the engagement letter, the Private Placement Agent has acted as the exclusive financial advisor to DraftKings, and the Company has agreed to pay certain acquisition and financing fees in connection with potential transactions. Refer to Note 7 for a description of the financing fee incurred in 2019. Receivables from Equity Method Investment The Company provides office space and general overhead support to DKFS, LLC, an equity-method affiliate. The overhead support relates to rent, utilities and general and administrative support services. As of December 31, 2019, the Company had $959 of receivables from the entity related to these services and is included within current assets. |
Commitments and Contingencies_2
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | 5. Commitments and Contingencies The Company is committed to pay the Deferred Discount totaling $14,000,000, or 3.5% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of an initial business combination. The underwriters will not be entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no business combination. |
Draft Kings Inc | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases The Company rents its corporate office facilities under long-term lease arrangements in New York, NY and Boston, MA. The terms of the leases include scheduled base rent increases, and obligations to pay for a proportionate share of each property’s operating costs and tax escalations as defined in each lease. The total amount of rental payments due over each lease term is charged to rent expense ratably over the life of each lease. In November 2019, the Company entered into an agreement to lease office space in Dublin, Ireland. Pursuant to the lease agreement, the lease term is 12 months, commencing in December 2019. The total payment for the 12‑month period is $651 (€598), exclusive of value added taxes, which will be charged at the prevailing rate. The Company rents its corporate office facilities under a 10‑year long-term lease arrangement commencing in April 2019. The total lease commitment is $35,642. The Company also opened a line of credit in the amount of $3,409 in escrow to act as a security deposit on the lease. The total amount of rental payments due over each lease term is charged to rent expense ratably over the life of each lease. Total rent expense for the years ended December 31, 2019, 2018 and 2017 was $10,412, $5,266 and $3,431, respectively. Future minimum lease payments are as follows: Years ending December 31, 2020 $ 10,067 2021 8,300 2022 8,374 2023 8,292 2024 7,310 Thereafter 23,685 Total $ 66,028 Other Contractual Obligations and Contingencies The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows: Years ending December 31, 2020 (a) $ 74,390 2021 54,725 2022 33,885 2023 13,689 2024 4,950 Thereafter 4,100 Total $ 185,739 (a) 2020 balance includes $13,880 of contingent success fees. Included in the above contractual obligations are related party commitments from the MPA discussed in Note 13. In connection with the DraftKings Merger as described in Note 18, the Company has entered into success fee arrangements with third-party advisors that would require the Company to pay the Private Placement Agent, a related party as described in Note 12, a fee of $5,000 for services in connection with the consummation of the SBTech Acquisition and a fee of $7,000 for services in connection with the consummation of the DraftKings Merger. The Company also has agreements with two separate advisors for a total fee of $1,280 for services in connection with the consummation of the DraftKings Merger. In addition, as described in Note 6, upon the earlier of (i) an Acquisition, as defined in the Credit Agreement, or (ii) the closing of an initial public offering, in either case, the Company will also be required to pay a success fee to Pacific Western Bank in the amount of $600 or $650 if the outstanding principal amount exceeds $45,000 at any time. These success fees have not been recorded in the consolidated balance sheet or consolidated statement of operations as at December 31, 2019 but have been recorded in the 2020 other contractual obligations above. Litigation From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation. Much of civil litigation to which the Company is a party relates to advertising and consumer protection matters. The majority of these cases were consolidated into a multi-district litigation (“MDL”) in February 2016 in the U.S. District Court for the District of Massachusetts along with claims against other entities and individuals within the DFS industry (the “DFS defendants”). On November 27, 2019, the Court granted in part and denied in part the DFS defendants’ motions to compel arbitration. The Company intends to vigorously defend itself. While we do not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on the Company’s financial condition, the outcome could be material to the Company’s financial results for any particular period, depending, in part, upon the results for such period. Settlement Liability On October 25, 2016, the Company and The Office of the Attorney General of the State of New York (“NYAG”) reached a settlement agreement that resolved all claims, brought forth by the NYAG, relating to deceptive advertising by the Company. The Company will pay a settlement amount of $6,000 in penalties and costs to the State of New York over a period of four years. As of December 31, 2019, the Company paid all remaining obligations under the agreement. As of December 31, 2018, the Company accrued $2,876 and $0 of current and non-current liabilities, respectively, on the consolidated balance sheet related to the NYAG settlement agreement. On September 1, 2017, the Company and the Commonwealth of Massachusetts through the Office of the Massachusetts Attorney General (“MAAG”) reached a settlement agreement that resolved all claims, demands, liabilities, and causes of action related to the advertising and offering of the Company’s daily fantasy sports contests and operation of the Company’s business activities. The Company agreed to pay a settlement amount of $1,300 to the Commonwealth of Massachusetts over a period of three years. As of December 31, 2019, the Company has paid all remaining obligations under the agreement. The Company paid $400 and $400 to MAAG in fiscal years 2019 and 2018, respectively, per the terms of the agreement. Letters of Credit In connection with the Credit Agreement with Pacific Western Bank, the Company has entered into several letters of credit totaling $4,481 as of December 31, 2019 and 2018 for the Company’s leases of office space. Refer to Note 6 for further discussion of the Credit Agreement. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Retirement Plans | 14. Retirement Plans In August 2017, the Company created a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. All domestic employees who meet minimum age and service requirements are permitted to participate in this plan. The plan allows participants to defer a portion of their annual compensation on a pre-tax basis for the calendar years 2019, 2018 and 2017. Company contributions to the plan are made based on achievement of designated financial goals. During the years ended December 31, 2019, 2018 and 2017 the Company contributed $1,342, $842 and $0 respectively. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Revenue Recognition | 15. Revenue Recognition On January 1, 2019, the Company adopted ASC 606 using the modified retrospective method and, due to the immaterial difference, there was no adjustment to the opening balance of accumulated deficit at January 1, 2019. The adoption of the New Revenue Standard did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows. The Company expects the impact of the adoption of the New Revenue Standard will be immaterial to net loss on an ongoing basis. Deferred Revenue Deferred revenue primarily represents contract liabilities for the Company’s obligation to transfer additional goods or services to users for which the Company has received consideration, such as wagers or entry fees on unscored events and unredeemed player rewards awarded for participation in DFS, Sportsbook and iGaming events. These create a liability when issued to users and are recognized as revenue when redeemed or settled. The Company included deferred revenue within accrued expenses and liabilities to users on the consolidated balance sheets. Deferred revenue was $20,760 and $13,581 as of December 31, 2019 and 2018, respectively, relating primarily to unredeemed player awards. The December 31, 2018 deferred revenue balance was recognized as revenue during 2019. Revenue Disaggregation The Company disaggregates revenue from contracts with customers in the following table which is intended to depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. Disaggregation of revenue for years ended December 31, 2019, 2018 and 2017 are as follows: Years Ended December 31, 2019 2018 (a) 2017 (a) Online Gaming (b) $ 308,177 $ 219,131 $ 189,779 Other 15,233 7,146 2,065 Total revenue $ 323,410 $ 226,277 $ 191,844 (a) As disclosed in Note 2, prior period amounts have not been adjusted under the modified retrospective method of adoption of Topic 606. (b) Online Gaming includes DFS, iGaming and Sportsbook. These revenue streams have similar attributes and the same pattern of recognition. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Loss Per Share | 16. Loss Per Share The computation of loss per share and weighted-average shares of the Company’s common stock outstanding for the periods presented are as follows: Years ended December 31, (in thousands except per share data): 2019 2018 2017 Net loss $ (142,734) $ (76,220) $ (75,556) Less: accretion of preferred share issuance costs (992) (678) (1,513) Net loss attributable to common stockholders $ (143,726) $ (76,898) $ (77,069) Basic and diluted weighted average common share outstanding 386,793 381,821 142,451 Loss per share attributable to common shareholders: Basic and diluted $ (0.37) $ (0.20) $ (0.54) There were no preferred or other dividends declared for the period. For the periods presented, the following securities and Convertible Notes described in Note 7 were not required to be included in the computation of diluted shares outstanding: Years ended December 31, 2019 2018 2017 Warrants 515 2,422 2,080 Stock options 135,823 111,877 61,562 Convertible Notes (a) 20,952 — — Total 157,290 114,299 63,642 (a) Represents the conversion of the outstanding balance plus accrued interest divided by the stated conversion price of 3.31. These notes are contingently issuable as of December 31, 2019. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Segment Information | 17. Segment Information The Company operates in a single segment. Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker (“CODM”) in making decisions regarding resource allocation and assessing performance. The Company has determined that its Chief Executive Officer is the CODM. To date, the Company’s CODM has made such decisions and assessed performance at the Company-level. The Company attributes revenue to individual countries based on the location of the Company’s customers. The Company’s products are primarily sold from the United States, Canada, United Kingdom, Germany, Malta, Netherlands, Ireland, Austria and Australia. The following table presents the Company’s revenue by geographic region for the periods indicated: Years ended December 31, 2019 2018 2017 United States $ 318,144 $ 219,415 $ 187,261 Other 5,266 6,862 4,583 Total revenue $ 323,410 $ 226,277 $ 191,844 As of the years ended December 31, 2019, and 2018, the Company did not have material assets located outside of the United States. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Subsequent Event [Line Items] | |
Subsequent Events | 18. Subsequent Events On December 22, 2019, Diamond Eagle Acquisition Corp, a special purpose acquisition company (“Diamond Eagle”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with DraftKings Inc. (“DraftKings”), the Group, the Group’s shareholders, the representative of the Group’s shareholders, DEAC NV Merger Corp., a Nevada corporation and a wholly-owned subsidiary of DEAC (“DEAC Nevada”), DEAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of DEAC (“Merger Sub”), pursuant to which (i) Diamond Eagle will merge with and into DEAC Nevada, with DEAC Nevada surviving the merger (the “reincorporation”), (ii) following the reincorporation, Merger Sub will merge with and into DraftKings with DraftKings surviving the merger (the “DraftKings Merger”), (iii) immediately following the DraftKings Merger, Diamond Eagle will acquire all of the issued and outstanding share capital of SBTech and vested in-the-money options exercisable for SBTech share capital (the “SBTech Acquisition”) for approximately €590,000, consisting of (x) €180,000 in cash, subject to customary net debt and working capital and certain other specified adjustments payable in respect of the SBT shares and 30% of the in-the-money vested SBT options and (y) approximately €410,000 in shares of New DraftKings Class A common stock, valued at the redemption price for Diamond Eagle’s public shares in the Business Combination, and in the form of newly issued in-the-money vested options of New DraftKings exercisable for New DraftKings Class A common stock and (iv) DEAC Nevada will be renamed DraftKings Inc. Each of the DraftKings Merger and the SBTech Acquisition will be on the terms and subject to the conditions set forth in the Business Combination Agreement. The transaction is expected to close in 2020. In January and February 2020, DraftKings issued $40,042 of additional Convertible Notes. Refer to Note 7 for the associated terms and conditions. In February 2020, the Company paid off its $6,750 term note outstanding at December 31, 2019. In March 2020, the Company withdrew $44,500 in funds from its Credit Agreement with Pacific Western Bank. The Net facility available from the Credit Agreement for future withdrawals as of March 26, 2020 is $1,019, which represents the $50,000 facility less the $44,500 in funds withdrawn and the $4,481 in letters of credit outlined in Note 13. The $44,500 remains on deposit with Pacific Western Bank on March 26, 2020. COVID‑19 is having a significant impact on the Company. The direct impact on the Company beyond disruptions in normal business operations is primarily through the suspension, postponement and cancellation of major sports seasons and sporting events. Typically, during the March and April time periods, the Company would have significant user interest and activity in our DFS and Sportsbook product offerings for sporting events such as the NCAA college basketball tournament, the Masters golf tournament, as well as late season games and early playoff series of the National Basketball Association and the National Hockey League. The status of most of these sporting events is unknown, including whether the NBA season will be completed either in part or in its entirety on a delayed schedule or whether the Masters will be played anytime in calendar year 2020. The ultimate impact of COVID‑19 on the Company’s financial and operating results is unknown and will depend on the length of time that these disruptions exist and whether the sports seasons and sporting events will ultimately be suspended, postponed, or cancelled; however, COVID‑19 has had an impact and may continue to have an impact, the full extent of which is unknown, but which could be material. The Company considers events or transactions that occur after the balance sheet date, but before the consolidated financial statements are issued to provide additional evidence relative to certain estimates or identify matters that require additional disclosures. The Company evaluated subsequent events through March 26, 2020, the date on which the consolidated financial statements were available to be issued. The consolidated financial statements reflect those material items that arose after the balance sheet date, but prior to this date that would be considered recognized subsequent events. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Practices (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Concentrations of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2019. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's currently taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the period from March 27, 2019 (inception) to December 31, 2019, the Company recorded an income tax expense of $944,494. |
Earnings (loss) per share | Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 13,333,333 and 6,333,334 shares of the Company's Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive. The Company’s consolidated statement of operations includes a presentation of net income per share for common shares subject to redemption in a manner similar to the two-class method of net income (loss) per share. Net income (loss) per common share for basic and diluted Class A common stock is calculated by dividing the interest income earned on the Trust Account of $5,111,208, net of applicable franchise taxes of $153,971, working capital up to $250,000 annually, and income taxes of $944,494, by the weighted average number of Class A common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss of $1,453,333, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the period. |
Recently Adopted Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. |
Draft Kings Inc | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Going Concern | Going Concern Since its inception, the Company has funded its operations primarily with proceeds from sales of convertible preferred stock (including proceeds from convertible debt, which converted into convertible preferred stock) and borrowings under loan and security agreements. The Company has experienced operating losses for the years ended December 31, 2019, 2018 and 2017. In addition, as of December 31, 2019, 2018 and 2017, the Company had negative operating cash flows of $78,880, $45,579 and $88,437, respectively. The Company expects to continue to incur operating losses for the foreseeable future. As of March 12, 2020, the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company does not expect that its cash and cash equivalents, cash provided by financing activities (including those disclosed in Note 7) and the ability to draw down on its line of credit, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments through March 12, 2021. The Company plans to seek additional funding through equity financings or other capital sources, including collaborations with other companies or other strategic transactions. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, the Company will be forced to delay or reduce some of its product portfolio expansion efforts, which could adversely affect its business prospects, or the Company may be unable to continue operations. Although management continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continuing operations, if at all. Based on its recurring losses from operations incurred, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, as of the issuance date of the annual consolidated financial statements for the year ended December 31, 2019, the Company has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company, which has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements relate to and include, but are not limited to, the valuation of equity awards; fair value estimates of embedded derivatives; purchase price allocations, including fair value estimates of intangible assets and long-term contingent liabilities; the estimated useful lives of fixed assets and intangible assets, including internally developed software costs; and accrued expenses. |
Acquisitions | Acquisitions The Company accounts for business combinations under the acquisition method of accounting, in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , which requires assets acquired and liabilities assumed to be recognized at their fair values on the acquisition date. Any excess of the fair value of purchase consideration over the fair value of the assets acquired less liabilities assumed is recorded as goodwill. The fair values of the assets acquired and liabilities assumed are determined based upon the valuation of the acquired business and involves management making significant estimates and assumptions. |
Cash | Cash Cash includes highly liquid checking and instant access internet banking accounts which are owned by the Company. |
Cash Reserved for Users | Cash Reserved for Users The Company maintains separate bank accounts to segregate users’ funds from operational funds. In certain regulated jurisdictions, user funds are titled to DK Player Reserve, LLC, a wholly-owned subsidiary of the Company, which was organized in the State of Delaware, for the purpose of protect users’ funds in the event of creditor claims. |
Receivables Reserved for Users | Receivables Reserved for Users User deposit receivables are stated at the amount the Company expects to collect from a payment processor. These arise due to the timing differences between a user’s deposit and the receipt of the payment into the Company’s bank accounts. Receivables also arise as the result of the securitization policies of certain payment processors. |
Property and Equipment, net | Property and Equipment, net Property and equipment are carried at cost, net of accumulated depreciation. Depreciation is computed utilizing the straight-line method over the estimated useful life of the asset. Leasehold improvements depreciation is computed over the shorter of the lease term or estimated useful life of the asset. Additions and improvements are capitalized, while repairs and maintenance are expensed as incurred. Useful lives of each asset class are as follows: Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 – 10 years |
Intangible Assets, Net | Intangible Assets, Net Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. User Relationships User relationships are finite-lived intangible assets which are amortized over their estimated useful lives, ranging from six months to eleven years. User relationships are typically generated through business combinations. Internally Developed Software Software that is developed for internal use is accounted for pursuant to ASC Topic 350‑40, Intangibles, Goodwill and Other — Internal-Use Software. Qualifying costs incurred to develop internal-use software are capitalized when (i) the preliminary project stage is completed, (ii) management has authorized further funding for the completion of the project and (iii) it is probable that the project will be completed and performed as intended. These capitalized costs include salaries for employees who devote time directly to developing internal-use software and external direct costs of services consumed in developing the software. Capitalization of these costs ceases once the project is substantially complete and the software is ready for its intended purpose. Internally developed software is amortized using the straight-line method over an estimated useful life of three years and the related amortization expense is classified as cost of revenue in the consolidated statements of operations. State Licenses The Company incurs costs in connection with operating in certain regulated jurisdictions, including applying for licenses, compliance costs and the purchase of business licenses. The cost of purchasing business licenses and subsequent renewals of business licenses are capitalized and amortized over the estimated useful life of the asset or straight-line method, whichever is greater. |
Goodwill | Goodwill The Company performs its annual impairment testing at December 31. In testing goodwill for impairment, the Company first considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. Such qualitative factors include macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, such as changes in management, strategy and primary user base. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs a two-step goodwill impairment test. The two-step test starts with comparing the fair value of the reporting unit to the carrying amount of a reporting unit, including goodwill. If the fair value exceeds the carrying amount, no impairment loss is recognized. However, if the carrying amount of the reporting unit exceeds its fair value, the second step is performed to determine if goodwill is impaired. If the Company determines that goodwill is impaired, an impairment charge is recorded in the consolidated statements of operations. Based on the assessment performed during the years ended December 31, 2019 and 2018, the Company determined it was more likely than not that goodwill is not impaired. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, except for goodwill, consist of property and equipment and finite-lived acquired intangible assets, such as internal-use software, state licenses and user relationships. Long-lived assets, except for goodwill, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when the estimated undiscounted future cash flows expected to result from the asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted future cash flows. There were immaterial impairments related to previously capitalized software that were not placed in service during the years ended December 31, 2019 and 2018. |
Equity Method Investment | Equity Method Investment The Company owns 46% of the common stock of DKFS, LLC. The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over operating and financial policies of the investee, but do not control. The Company’s carrying value in the equity method investee is reflected in the caption “Equity method investment” on the consolidated balance sheets and changes in value are recorded in other income (expenses), net on the consolidated statements of operations. The Company’s judgment regarding the level of influence over the equity method investee includes considering key factors, such as ownership interest, representation on the board of directors, and participation in policy-making decisions. Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, dividends received, capital contributions and distributions and impairment losses. The Company performs a qualitative assessment quarterly and recognizes an impairment if there are sufficient indicators that the fair value of the investment is less than carrying value. |
Deposits | Deposits The Company has security deposits with the lessors of the Company’s operating facilities totaling $2,434 and $1,504 as of December 31, 2019 and 2018, respectively. These balances include approximately $403 held in a certificate of deposit collateralizing the amounts outstanding on the credit cards. |
Liabilities to Users | Liabilities to Users The Company records liabilities for amounts due to users which consist of user deposits, plus contest winnings and prizes awarded, less user withdrawals, contest entry fees, and contest margin earned by the Company. The Company maintains separate bank accounts for the amounts due to users. Total user liabilities are fully reserved by the cash reserved for users and receivables reserved for users. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of operating cash and cash reserved for users. The Company maintains cash and cash reserves for users primarily across five financial institutions; however, the vast majority is held with one financial institution within separate bank accounts, which management believes to be of a high credit quality, in amounts that exceed federally insured limits. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. |
Leases | Leases The Company accounts for leases under the provisions of ASC Topic 840, Leases , which requires that leases be evaluated and classified as operating or capital leases for financial reporting purposes. The terms used for the evaluation include renewal option periods in instances in which the exercise of the renewal option can be reasonably assured and failure to exercise such option would result in an economic penalty. Leases are classified as capital leases whenever the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are recorded as operating leases. As of December 31, 2019 and 2018, all of the Company’s leases were operating leases. The Company recognizes rent expense on operating leases on a straight-line basis over the non-cancellable lease term. Operating leases with landlord-funded leasehold improvements are considered tenant allowances and are amortized as a reduction of rent expense over the non-cancellable lease term. Deferred rent liability, which is calculated as the difference between contractual lease payments and the rent expense, is recorded in other long-term liabilities in the consolidated balance sheets. |
Revenue Recognition | Revenue Recognition In 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014‑09, Revenue from Contracts with Customers (Topic 606) (“New Revenue Standard”). The New Revenue Standard requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the New Revenue Standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company adopted the New Revenue Standard effective January 1, 2019 using the modified retrospective method and the cumulative effect was immaterial to the consolidated financial statements. See Note 15 for a discussion of the effect of the New Revenue Standard on the consolidated financial statements. The Company determines revenue recognition through the following steps: · Identifying the contract, or contracts, with the customer; · Identifying the performance obligations in the contract; · Determining the transaction price; · Allocating the transaction price to performance obligations in the contract; and · Recognizing revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. The Company is currently engaged in the business of digital sports entertainment and gaming and provides users with daily fantasy sports content and online gaming opportunities. The following is a description of the Company’s revenue streams: Daily Fantasy Sports (“DFS”) is a peer-to-peer platform in which users compete against one another for prizes. Users pay an entry fee (ranging from $0 to $10,000 per user) to join an event and compete against each other in short-duration contests for cash prizes, where the prize money is distributed to the highest performing competitors in the contest as defined by the prize table. DFS revenue is generated from contest entry fees from users, net of amounts paid out as prizes and customer incentives. Sportsbook or Sports betting involves a user placing a bet by wagering money on an event at some fixed odds (“proposition”) determined by the Company. In the event the user wins, the Company pays out the bet. Sportsbook revenue is generated by setting odds such that there is a built-in theoretical margin in each proposition offered to the users. iGaming, or online casino, offerings typically include the full suite of games available in land-based casinos, such as blackjack, roulette and slot machines. For these offerings, the Company functions similarly to land-based casinos, generating revenue through hold, or gross winnings, as users play against the house. DFS, Sportsbook and iGaming as described above create a single performance obligation for the Company to operate the contest and award payouts to users based on the contest results. Revenue is recognized at the end of the respective event. Additionally, frequent player rewards given to customers for participation in gaming contests create material rights and represent separate performance obligations. Player awards create a liability when issued to players and are recognized as revenue when redeemed. Other revenue represents revenue generated from media services, advertising and sponsored content provided by the Company and other miscellaneous revenue generating Sportsbook operations. Advertising and sponsored games represent a series of distinct services that are combined into a single performance obligation. Revenue from all other sources is recognized as control is transferred which is generally when the services are rendered. Transaction Price Considerations Variable Consideration: Variability in the transaction price arises primarily due to market-based pricing and cash discounts. DraftKings offers loyalty programs, free plays, deposit bonuses, discounts, rebates or other rewards and incentives to its customers in the form of marketing and promotion activities. Revenue for DFS, Sportsbook and iGaming is collected prior to the contest and is fixed for the arrangement. Player awards are recognized when awarded to the player. Media contracts typically do not contain variable payments or consideration payable to the customer. Allocation of transaction price to performance obligations: Contracts with customers may include multiple performance obligations. For such arrangements, the transaction price is allocated to performance obligations on a relative standalone selling price basis. Standalone selling prices are estimated based on observable data of the Company’s sales of such products and services to similar customers and in similar circumstances on a standalone basis. For DFS, Sportsbook and iGaming, the Company will allocate a portion of the transaction price to frequent player awards that create material rights. In addition, the Company will allocate a portion of the transaction price from qualifier events to the related live final event within the DFS revenue stream. Certain costs to obtain or fulfill contracts Under the New Revenue Standard, certain costs to obtain or fulfill a contract with a customer must be capitalized, to the extent recoverable from the associated contract margin, and subsequently amortized as the products or services are delivered to the customer. These costs are capitalized as contract acquisition costs and are amortized over the period of benefit to the customer. For the Company, the period of benefit has been determined to be less than or equal to 1 year. As such, the Company applied the practical expedient and contract acquisition costs are expensed immediately. Customer contract costs which do not qualify for capitalization as contract fulfillment costs are expensed as incurred. Contract balances Contract assets and liabilities represent the differences in the timing of revenue recognition from the receipt of cash from the Company’s customers and billings. Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing. The Company currently does not have contractual terms that require it to satisfy or partially satisfy its performance obligations in advance of customer billings. Deferred revenue relates to payments received in advance of the satisfaction of performance under the contract. The Company maintains various customer loyalty programs, which allows users to earn frequent player rewards for playing in DraftKings contests. Player awards represents a material right to the customer, and awards may be redeemed for future services. Player awards earned by users, but not yet redeemed, are included within liabilities to users on the consolidated balance sheets. When a user redeems awards, the Company recognizes income in revenue on the consolidated statements of operations. Certain player awards do not expire, and the Company recognizes breakage (amounts not expected to be redeemed) to the extent there is no requirement for remitting balances to governmental agencies under unclaimed property laws. Revenue from breakage is recognized in proportion to customer redemptions. Revenue recognized related to breakage was $1,179, $421 and $1,800 in 2019, 2018 and 2017, respectively. Refer to Note 15 for further information, including changes in deferred revenue during the period. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of variable costs. These include mainly (i) payment processing fees and chargebacks, (ii) product taxes, (iii) platform costs and (iv) revenue share / market access arrangements. The Company incurs payment processing costs on user deposits and occasionally chargebacks as a result of user complaints (chargebacks have not been material to date). |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of expenses associated with advertising, strategic league and team partnerships and costs related to promotional contests (free contests funded entirely by the Company), including related personnel costs. |
Product and Technology | Product and Technology Product and technology expenses consist of platform and software development costs prior to product launch, comprised mainly of product development and support personnel costs, including stock compensation expense, and related professional services, as well as depreciation of related hardware and software. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of administrative personnel costs, including executive salaries, stock compensation expense and benefits, professional services (including legal, regulatory, audit, licensing-related, deal-related consulting and lobbying services), rent and facilities maintenance, legal settlements and contingencies, insurance and depreciation of leasehold improvements and furniture and fixtures. |
Advertising and Promotion Costs | Advertising and Promotion Costs Advertising costs and promotion costs are expensed as incurred and are included in sales and marketing expense in the consolidated statements of operations. During the years ended December 31, 2019, 2018 and 2017, advertising and promotion costs were $152,203, $124,541 and $137,121, respectively. |
Stock-based Compensation | Stock-based Compensation The Company measures compensation expense for stock options and other stock awards in accordance with ASC Topic 718, Compensation — Stock Compensation . Stock-based compensation is measured at fair value on the grant date and recognized as compensation expense over the requisite service period. Generally, the Company issues stock options to employees with service-based, market based, or performance-based vesting conditions. For awards with only service- based vesting conditions, the Company records compensation cost for these awards using the straight-line method. For awards with performance-based vesting conditions, the Company recognizes compensation cost on a tranche- by tranche basis (the accelerated attribution method). Under the provisions of ASC Topic 505‑50, Equity-Based Payments to Non-Employees , the Company measures stock-based awards granted to non-employees based on the fair value of the award on the date on which the related service is completed. Compensation expense is recognized over the period during which services are rendered by non-employees until completed. At the end of each financial reporting period prior to completion of the service, the fair value of these awards is remeasured using the then-current fair value of the Company’s common stock and updated assumption inputs in the Black-Scholes option-pricing model. The Company classifies stock-based compensation expense in its consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax provision. Potential for recovery of deferred tax assets is evaluated by considering taxable income in carryback years, existing taxable temporary differences, prudent and feasible tax planning strategies and estimated future taxable profits. The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: · Level 1 — Quoted prices in active markets for identical assets or liabilities. · Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. · Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Earnings (loss) per share | Earnings (loss) per share Basic earnings (loss) per share (“EPS”) is calculated using the two-class method. Under the two-class method, basic earnings (loss) is computed by dividing net income (loss) available to common stockholders by the weighted-average number of common shares outstanding during the period after deducting contractual amounts of accretion on Series E‑1 and Series F preferred shares and excluding the effects of any potentially dilutive securities. Diluted loss per share is computed similar to basic loss per share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if potential common shares had been issued if such additional common shares were dilutive. Since the Company had net losses for all the periods presented, basic and diluted loss per share are the same, and additional potential common shares have been excluded, as their effect would be anti-dilutive. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements As noted in the Company’s Revenue Recognition accounting policy above, the Company adopted Accounting Standards Updates (“ASU”) No. 2014‑09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014‑09”) effective January 1, 2019. The guidance in ASU 2014‑09 and subsequently issued amendments outlines a comprehensive model for all entities to use in accounting for revenue arising from contracts with customers as well as required disclosures. DraftKings adopted Topic 606, applying the modified retrospective method to all contracts that were not completed as of January 1, 2019. For contracts that were modified before the date of adoption, the Company elected to reflect the aggregate effect of all modifications when (i) identifying the satisfied and unsatisfied performance obligations, (ii) determining the transaction price, and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations. The comparative information has not been restated and continues to be reported under the accounting standards in effect for these periods. The Company expects the timing of revenue recognition for its significant revenue streams to remain substantially unchanged, with no material effect on revenue. The adoption of this ASU did not have a material impact on the Company’s consolidated financial statements. See Note 15 — Revenue Recognition, for further details. In March 2016, the FASB issued ASU 2016‑09, Compensation — Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016‑09”). The ASU is intended to simplify various aspects of accounting for share-based compensation arrangements, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. For example, the new guidance requires all excess tax benefits and tax deficiencies related to share-based payments to be recognized in income tax provision, and for those excess tax benefits to be recognized regardless of whether it reduces current taxes payable. The ASU also allows an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur. ASU 2016‑09 is effective for annual periods beginning after December 15, 2017. The Company adopted this ASU as of January 1, 2018 and elected to estimate the number of awards that are expected to vest. The Company included the impact of ASU 2016‑09 in its consolidated financial statements. In November 2015, the FASB issued ASU No. 2015‑17, Income Taxes (Topic 740) (“ASU 2015‑17”) to simplify the presentation of deferred taxes in a classified statement of financial position by requiring classification of all deferred tax positions as noncurrent, including valuation allowances, by jurisdiction. ASU 2015‑17 is effective for all other entities for fiscal years beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. The Company adopted this ASU as of January 1, 2018 and all deferred tax positions are classified as noncurrent in the Company’s consolidated balance sheets. Recent Accounting Pronouncements Not Yet Adopted In December 2019, the FASB issued ASU 2019‑12, Simplifying the Accounting for Income Taxes . ASU 2019‑12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. The Update is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently in process of evaluating the impact of this new standard. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40) . This Update addresses users’ accounting for implementation costs incurred in a cloud computing arrangement that is a service contract and also adds certain disclosure requirements related to implementation costs incurred for internal-use software and cloud computing arrangements. The amendment aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This Update is effective for fiscal years beginning after December 15, 2020, and interim periods in annual periods beginning after December 15, 2021. The amendments in this Update can be applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption. The Company is currently in the process of evaluating the impact of this new standard. In June 2018, the FASB issued ASU No. 2018‑07, Compensation — Stock Compensation (Topic 718) , to simplify the accounting for share-based payments to non-employees by aligning it with the accounting for share-based payments to employees, with certain exceptions. Under the new standard, equity-classified non-employee awards will be initially measured on the grant date and re-measured only upon modification, rather than at each reporting period. Measurement will be based on an estimate of the fair value of the equity instruments to be issued. The standard is effective in fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Early adoption is not permitted before an entity’s adoption of ASC 606. The Company is currently in the process of evaluating the impact of this new standard. In February 2016, the FASB issued ASU No. 2016‑02, Leases (Topic 842) (“ASU 2016‑02”). ASU 2016‑02 increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. ASU 2016‑02 is effective for fiscal years beginning after December 15, 2019, and interim periods beginning after December 15, 2020. In November 2019, the FASB issued ASU 2019‑10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) , to delay the adoption date for ASU 2016‑02. ASU 2016‑02 is now effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is still permitted. The Company is currently in the process of evaluating the impact of this new standard |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Practices (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Schedule of property plant and equipment useful life | Computer equipment and software 3 years Furniture and fixtures 7 years Leasehold improvements Lesser of the lease terms or the estimated useful lives of the improvements, generally 1 – 10 years |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Summary of property and equipment, net | December 31, 2019 2018 Computer equipment and software $ 9,685 $ 5,537 Furniture and fixtures 5,891 4,018 Leasehold improvements 17,373 7,924 Property and Equipment 32,949 17,479 Accumulated depreciation (7,004) (3,377) Property and Equipment, net $ 25,945 $ 14,102 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019 | |
Summary of intangible assets | Weighted- Average Gross Amortization Carrying Accumulated Period Amount Amortization Net User relationships — $ 3,328 $ (3,328) $ — Internally developed software 2.35 years 43,753 (21,188) 22,565 State licenses 4.86 years 12,003 (629) 11,374 Intangible Assets, net $ 59,084 $ (25,145) $ 33,939 The Company has the following intangible assets, net at December 31, 2018: Weighted- Average Gross Amortization Carrying Accumulated Period Amount Amortization Net User relationships 0.5 years $ 3,328 $ (3,013) $ 315 Internally developed software 2.45 years 28,937 (12,572) 16,365 State licenses 0.75 years 251 (55) 196 Intangible Assets, net $ 32,516 $ (15,640) $ 16,876 |
Schedule of estimated future amortization of intangible assets | Year ending December 31, 2020 $ 13,048 2021 10,250 2022 6,241 2023 2,200 2024 and thereafter 2,200 Total $ 33,939 |
Schedule of Goodwill | Balance as of December 31, 2017 $ 4,399 Goodwill acquired 339 Balance as of December 31, 2018 $ 4,738 Goodwill acquired — Balance as of December 31, 2019 $ 4,738 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Schedule of Accounts payable and accrued expenses | December 31, 2019 2018 Accounts payable $ 16,618 $ 11,626 Accrued payroll and related expenses 17,770 9,857 Accrued litigation, lobbying and compliance 6,153 5,566 Accrued loyalty points 4,131 7,272 Accrued marketing fees 11,855 3,237 Accrued operating taxes 5,745 2,741 Accrued partnership fees 7,868 4,340 Accrued professional fees 4,191 1,978 Accrued software and licenses 1,589 2,263 Accrued other 9,375 7,269 Total $ 85,295 $ 56,149 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Class of Stock [Line Items] | |
Summary of shares of preferred stock authorized and outstanding | The Company had the following shares of preferred stock authorized and outstanding at December 31, 2019: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ Series F redeemable convertible preferred stock 78,445 55,349 Total 133,346 110,250 $ The Company had the following shares of preferred stock authorized and outstanding at December 31, 2018: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ Series F redeemable convertible preferred stock 78,445 57,068 Total 133,346 111,969 $ The Company had the following shares of preferred stock authorized and outstanding at December 31, 2017: Preferred Preferred Shares Issued Shares and Authorized Outstanding Carrying Value Series E-1 redeemable convertible preferred stock 54,901 54,901 $ |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of assumptions used to measure fair value | 2019 2018 Risk free interest rate 1.95 % 2.80 % Expected term (in years) 6.02 6.11 Expected volatility 41.48 % 41.98 % Expected dividend yield — % — % |
Schedule of stock option activity | The following table shows stock option activity for the years ended December 31, 2019, 2018 and 2017: Weighted Weighted Average Number of Shares Average Remaining Aggregate Time Exercise Term Intrinsic Based PSP LTIP Total Price (years) Value Outstanding at December 31, 2016 $ 44,530 — — 44,530 $ 0.22 8.24 $ 30,680 Granted 14,165 — 5,131 19,296 1.17 Exercised (1,306) — — (1,306) 0.15 Forfeited (958) — — (958) 0.61 Outstanding at December 31, 2017 $ 56,431 — 5,131 61,562 $ 0.51 8.00 $ 32,401 Granted 13,564 5,320 35,058 53,942 1.18 Exercised (2,297) — — (2,297) 0.25 Forfeited (1,171) (159) — (1,330) 0.88 Outstanding at December 31, 2018 $ 66,527 5,161 40,189 111,877 $ 0.84 8.15 $ 69,765 Granted 16,278 6,263 5,628 28,169 1.65 Exercised (2,837) (112) — (2,949) 0.41 Forfeited (1,196) (79) — (1,275) 1.19 Outstanding at December 31, 2019 $ 78,772 11,233 45,817 135,822 $ 1.01 7.64 $ 203,431 Time Vesting* 75,170 $ 0.84 7.01 $ 125,849 PSP** 10,719 $ 1.44 8.92 $ 11,484 LTIP** 8,568 $ 1.21 8.42 $ 11,129 * Adjusted for assumed forfeitures ** Adjusted for assumed forfeitures, excludes post‑2019 vesting |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Components of the provision (benefit) for income taxes | For the Period Ended December 31, 2019 Federal Current $ 944,494 Deferred (261,174) State Current — Deferred — Change in valuation allowance 261,174 Income tax provision $ 944,494 |
Reconciliation between income taxes computed at statutory rate to the provision | For the Period Ended December 31, 2019 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit 0.0 % Deferred tax rate change Change in valuation allowance 8.0 % Income tax provision 29.0 % |
Draft Kings Inc | |
Summary of loss before provision (benefit) for income taxes | Year Ended December 31, 2019 2018 2017 United States $ (142,198) $ (76,122) $ (75,445) Foreign 1 7 99 Loss before provision for (benefit from) income taxes $ (142,197) $ (76,115) $ (75,346) |
Components of the provision (benefit) for income taxes | Year Ended December 31, 2019 2018 2017 Current: Federal $ — $ — $ — State — — — Foreign 4 86 65 Total current provision 4 86 $ 65 Deferred: Federal $ — $ 9 $ 36 State 54 10 109 Foreign — — — Total deferred provision 54 19 145 Total provision $ 58 $ $ 210 |
Reconciliation between income taxes computed at statutory rate to the provision | Year Ended December 31, 2019 2018 2017 Provision for income taxes at statutory rate $ (29,863) $ (15,984) $ (25,400) Prior year provision true-ups 3,164 (157) 982 State taxes, net of federal benefit (7,522) (7,525) (2,769) Certain stock-based compensation expenses 2,412 430 536 Non-deductible lobbying expenses 1,885 1,352 2,505 Non-deductible acquisition expenses 2,068 — — Change in valuation allowance 19,988 21,584 (66,370) Impact of federal rate change on net deferred taxes — — 90,889 Net operating loss write-off 7,246 — — Other 680 405 (163) Provision for income taxes $ 58 $ 105 $ 210 |
Components of deferred tax assets and liabilities | As of December 31, 2019 2018 Deferred tax assets: Stock-based compensation $ 4,552 $ 3,472 Intangible assets 123 187 Fixed assets — 365 Accrual and other temporary differences 20,907 12,273 Credit carryforwards 15 15 Net operating loss carryforwards 217,836 203,180 Total deferred tax assets: $ 243,433 $ 219,492 Deferred tax liability: Capitalized software costs (6,335) (4,364) Fixed assets (2,035) — Total Net Deferred Tax Assets 235,063 215,128 Valuation allowance (235,280) (215,292) Net deferred tax liabilities $ (217) $ (164) |
Commitments and Contingencies_3
Commitments and Contingencies (Tables) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of future minimum lease payments | Years ending December 31, 2020 $ 10,067 2021 8,300 2022 8,374 2023 8,292 2024 7,310 Thereafter 23,685 Total $ 66,028 |
Schedule of obligated to make future minimum payments under the non-cancelable | Years ending December 31, 2020 (a) $ 74,390 2021 54,725 2022 33,885 2023 13,689 2024 4,950 Thereafter 4,100 Total $ 185,739 (a) 2020 balance includes $13,880 of contingent success fees. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Disaggregation of Revenue [Line Items] | |
Schedule of disaggregates revenue from contracts with customers | Years Ended December 31, 2019 2018 (a) 2017 (a) Online Gaming (b) $ 308,177 $ 219,131 $ 189,779 Other 15,233 7,146 2,065 Total revenue $ 323,410 $ 226,277 $ 191,844 (a) As disclosed in Note 2, prior period amounts have not been adjusted under the modified retrospective method of adoption of Topic 606. (b) Online Gaming includes DFS, iGaming and Sportsbook. These revenue streams have similar attributes and the same pattern of recognition. |
Loss Per Share (Tables)
Loss Per Share (Tables) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of loss per share and weighted-average shares | Years ended December 31, (in thousands except per share data): 2019 2018 2017 Net loss $ (142,734) $ (76,220) $ (75,556) Less: accretion of preferred share issuance costs (992) (678) (1,513) Net loss attributable to common stockholders $ (143,726) $ (76,898) $ (77,069) Basic and diluted weighted average common share outstanding 386,793 381,821 142,451 Loss per share attributable to common shareholders: Basic and diluted $ (0.37) $ (0.20) $ (0.54) |
Schedule of securities and Convertible Notes | Years ended December 31, 2019 2018 2017 Warrants 515 2,422 2,080 Stock options 135,823 111,877 61,562 Convertible Notes (a) 20,952 — — Total 157,290 114,299 63,642 (a) Represents the conversion of the outstanding balance plus accrued interest divided by the stated conversion price of 3.31. These notes are contingently issuable as of December 31, 2019. |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Draft Kings Inc | |
Schedule of Geographical Areas | Years ended December 31, 2019 2018 2017 United States $ 318,144 $ 219,415 $ 187,261 Other 5,266 6,862 4,583 Total revenue $ 323,410 $ 226,277 $ 191,844 |
Description of Business (Detail
Description of Business (Details) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019statelocation | |
Number of states the company operates in | 20 |
Number of states that entity operates in which have introduced legislation | 2 |
Number of states that entity does not operate in which have introduced legislation | 1 |
Number of state that currently enjoy positive legal opinions | 2 |
IOWA | |
Number of locations in which the company has retail sportsbooks | location | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies and Practices - Going Concern (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | ||||
Operating cash flows | $ (1,852,230) | |||
Draft Kings Inc | ||||
Accounting Policies [Line Items] | ||||
Operating cash flows | $ (78,880,000) | $ (45,579,000) | $ (88,437,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies and Practices - Property and Equipment, net (Details) - Draft Kings Inc | 12 Months Ended |
Dec. 31, 2019 | |
Computer equipment and software | |
Accounting Policies [Line Items] | |
Estimated useful lives | 3 years |
Furniture and fixtures | |
Accounting Policies [Line Items] | |
Estimated useful lives | 7 years |
Minimum | Leasehold improvements | |
Accounting Policies [Line Items] | |
Estimated useful lives | 1 year |
Maximum | Leasehold improvements | |
Accounting Policies [Line Items] | |
Estimated useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies and Practices - Intangible Assets, Net (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Line Items] | |||
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Internally developed software | |||
Accounting Policies [Line Items] | |||
Weighted Average Amortization Period | 3 years | ||
Minimum | User relationships | |||
Accounting Policies [Line Items] | |||
Weighted Average Amortization Period | 6 years | ||
Maximum | User relationships | |||
Accounting Policies [Line Items] | |||
Weighted Average Amortization Period | 11 years |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies and Practices - Additional information (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)Institution | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Accounting Policies [Line Items] | |||
Advertising and promotion costs | $ 152,203 | $ 124,541 | $ 137,121 |
Draft Kings Inc | |||
Accounting Policies [Line Items] | |||
Deposit | 2,434 | 1,504 | |
Certificate of deposit | $ 403 | ||
Number of financial institutions in which company maintains cash and cash reserve for users | Institution | 5 | ||
Number of financial institutions in which company maintains majority of cash and cash reserve for users | Institution | 1 | ||
DFS Entry fee | $ 10,000 | ||
Revenue recognized related to breakage | $ 1,179 | $ 421 | $ 1,800 |
Draft Kings Inc | D K F S L L C | |||
Accounting Policies [Line Items] | |||
Equity method investment ownership percentage | 46.00% |
Property and Equipment (Details
Property and Equipment (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | $ 32,949 | $ 17,479 | |
Accumulated depreciation | (7,004) | (3,377) | |
Property and Equipment, net | 25,945 | 14,102 | |
Depreciation expense | 4,131 | 1,185 | $ 1,934 |
Loss on disposal of fixed assets | 730 | 0 | $ 185 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | 9,685 | 5,537 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | 5,891 | 4,018 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and Equipment | $ 17,373 | $ 7,924 |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 59,084 | $ 32,516 | |
Accumulated Amortization | (25,145) | (15,640) | |
Net | 33,939 | 16,876 | |
Amortization expense | 9,505 | 6,314 | $ 4,367 |
User relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 3,328 | 3,328 | |
Accumulated Amortization | $ (3,328) | (3,013) | |
Net | 315 | ||
Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 3 years | ||
Gross Carrying Amount | $ 43,753 | 28,937 | |
Accumulated Amortization | (21,188) | (12,572) | |
Net | 22,565 | 16,365 | |
State licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | 12,003 | 251 | |
Accumulated Amortization | (629) | (55) | |
Net | $ 11,374 | $ 196 | |
Weighted Average | User relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 2 years 4 months 6 days | 6 months | |
Weighted Average | Internally developed software | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 2 years 5 months 12 days | ||
Weighted Average | State licenses | |||
Finite-Lived Intangible Assets [Line Items] | |||
Weighted Average Amortization Period | 4 years 10 months 10 days | 9 months |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Estimated future amortization of intangible assets (Details) - Draft Kings Inc - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2020 | $ 13,048 | |
2021 | 10,250 | |
2022 | 6,241 | |
2023 | 2,200 | |
2024 and thereafter | 2,200 | |
Net | $ 33,939 | $ 16,876 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Goodwill (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Balance at beginning of period | $ 4,738 | $ 4,399 | |
Goodwill acquired | 339 | ||
Balance at end of period | 4,738 | 4,738 | $ 4,399 |
Impairment of goodwill | $ 0 | $ 0 | $ 0 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts payable | $ 1,493,133 | |
Draft Kings Inc | ||
Accounts payable | 16,618,000 | $ 11,626,000 |
Accrued payroll and related expenses | 17,770,000 | 9,857,000 |
Accrued litigation, lobbying and compliance | 6,153,000 | 5,566,000 |
Accrued loyalty points | 4,131,000 | 7,272,000 |
Accrued marketing fees | 11,855,000 | 3,237,000 |
Accrued operating taxes | 5,745,000 | 2,741,000 |
Accrued partnership fees | 7,868,000 | 4,340,000 |
Accrued professional fees | 4,191,000 | 1,978,000 |
Accrued software and licenses | 1,589,000 | 2,263,000 |
Accrued other | 9,375,000 | 7,269,000 |
Total | $ 85,295,000 | $ 56,149,000 |
Current and Long-term Liabili_2
Current and Long-term Liabilities - Term Note (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Term Note | ||||
Number of warrants to purchase shares issued | 6,333,334 | |||
Price per warrant | $ 1.50 | |||
Draft Kings Inc | ||||
Term Note | ||||
Interest expense | $ 276 | |||
Draft Kings Inc | Pacific Western Bank Revolving Line of Credit | ||||
Term Note | ||||
Maximum borrowing capacity | $ 50,000 | 50,000 | $ 40,000 | |
Amount outstanding | 6,750 | 3,750 | ||
Net facility available | $ 38,769 | $ 31,769 | ||
Threshold amount of borrowing above which success fee payments will be required | $ 45,000 | |||
Percentage of lien on all issued and outstanding shares of capital stock of foreign subsidiaries | 65.00% | |||
Interest rate in effect | 6.50% | 6.50% | ||
Interest expense | $ 258 | $ 256 | $ 284 | |
Draft Kings Inc | Pacific Western Bank Revolving Line of Credit | Common Stock Warrants related to Credit Agreement | ||||
Term Note | ||||
Number of warrants to purchase shares issued | 173,913 | |||
Price per warrant | $ 0.23 | |||
Draft Kings Inc | Pacific Western Bank Revolving Line of Credit | Minimum | ||||
Term Note | ||||
Success fee required when the outstanding principal amount exceeds threshold amount | $ 600 | |||
Draft Kings Inc | Pacific Western Bank Revolving Line of Credit | Maximum | ||||
Term Note | ||||
Success fee required when the outstanding principal amount exceeds threshold amount | $ 650 | |||
Draft Kings Inc | Pacific Western Bank Revolving Line of Credit | Prime rate | ||||
Term Note | ||||
Variable interest rate spread | 1.00% | |||
Variable annual interest rate floor | 6.50% | |||
Quarterly in arrears fee per annum | 0.25% |
Current and Long-term Liabili_3
Current and Long-term Liabilities - Preferred Stock (Details) - Draft Kings Inc - Preferred Stock Investor in Series F Note $ in Thousands | 3 Months Ended | 21 Months Ended | ||
Mar. 31, 2019D | Sep. 26, 2021D | Dec. 31, 2019USD ($) | Aug. 26, 2019USD ($) | |
Debt Instruments | ||||
Note amount | $ | $ 11,000 | |||
Threshold gross proceeds of equity financing to be obtained when determining the maturity date | $ | $ 100,000 | |||
Interest rate | 2.33% | |||
Number of days as basis for computing interest per annum | D | 365 | |||
Forecast | ||||
Debt Instruments | ||||
Interest rate | 7.50% | |||
Number of days as basis for computing interest per annum | D | 365 |
Current and Long-term Liabili_4
Current and Long-term Liabilities - Other (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | ||
Estimated liability for indirect taxes | $ 35,899 | $ 27,238 |
Reduction in rent expense due to the release of the deferred rent balance | 377 | |
Deferred rent | $ 1,125 | $ 9,747 |
Convertible Promissory Notes (D
Convertible Promissory Notes (Details) - Draft Kings Inc $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)item$ / shares | |
Debt Instrument [Line Items] | |
Percentage of voting power the entity will be obligated to repay the Convertible Notes | 50.00% |
Prepayment premium as a percentage of original principal amount | 15.00% |
Conversion price | $ / shares | $ 3.31 |
Fair value of this embedded compound derivative | $ 457 |
Total interest expense | $ 276 |
Series F Preferred Stock | |
Debt Instrument [Line Items] | |
Conversion price | $ / shares | $ 3.31 |
Subordinated convertible promissory notes | |
Debt Instrument [Line Items] | |
Aggregate principal amount | $ 69,123 |
Interest rate | 10.00% |
Fees on issuance of debt, as a percentage of gross proceeds | 1.50% |
Subordinated convertible promissory notes | Qualified Financing | |
Debt Instrument [Line Items] | |
Consecutive trading days on volume weighted average trading price of shares | item | 5 |
Subordinated convertible promissory notes | Minimum | Qualified Financing | |
Debt Instrument [Line Items] | |
Proceeds from issuance of equity securities | $ 100,000 |
Subordinated convertible promissory notes | Maximum | Non- Qualified Financing | |
Debt Instrument [Line Items] | |
Proceeds from issuance of equity securities | $ 100,000 |
Redeemable Convertible Prefer_3
Redeemable Convertible Preferred Stock (Details) $ / shares in Units, $ in Thousands | Aug. 17, 2023installment | Sep. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | May 10, 2019$ / shares |
Class of Stock [Line Items] | ||||||
Price per share | $ 10 | $ 12 | ||||
Draft Kings Inc | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | shares | 133,346 | 133,346 | ||||
Redeemable convertible preferred stock, shares issued | shares | 110,250 | 111,969 | ||||
Redeemable convertible preferred stock, carrying value | $ | $ 258,371 | $ 261,277 | ||||
Draft Kings Inc | Series E-1 redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | shares | 54,901 | 54,901 | 54,901 | |||
Redeemable convertible preferred stock, shares issued | shares | 54,901 | 54,901 | 54,901 | |||
Redeemable convertible preferred stock, shares outstanding | shares | 54,901 | 54,901 | 54,901 | |||
Redeemable convertible preferred stock, carrying value | $ | $ 119,752 | $ 119,427 | $ 119,009 | |||
Conversion rate | $ 1.57 | $ 1.57 | $ 1.12 | |||
Preferred stock, dividend declared | 0 | |||||
Preferred stock, dividend paid | 0 | |||||
Price per share | 2.20 | |||||
Conversion price | 1.57 | |||||
Share conversion factors | $ 1.40 | |||||
Shares issued upon conversion | shares | 77,132 | |||||
Draft Kings Inc | Series E-1 redeemable convertible preferred stock | Forecast | ||||||
Class of Stock [Line Items] | ||||||
Number of annual installments in which stock may redeem | installment | 3 | |||||
Threshold period of written notice requesting redemption | 60 days | |||||
Draft Kings Inc | Series F redeemable convertible preferred stock | ||||||
Class of Stock [Line Items] | ||||||
Redeemable convertible preferred stock, shares authorized | shares | 78,445 | 78,445 | ||||
Redeemable convertible preferred stock, shares issued | shares | 55,349 | 57,068 | ||||
Redeemable convertible preferred stock, shares outstanding | shares | 55,349 | 57,068 | ||||
Redeemable convertible preferred stock, carrying value | $ | $ 138,619 | $ 141,850 | ||||
Repurchase of Preferred Stock and Issuance of Promissory Note | $ | $ 11,000 | |||||
Repurchase of Preferred Stock and Issuance of Promissory Note (in shares) | shares | 4,598 | |||||
Payments for issuance of convertible notes | $ | $ 722 | $ 722 | ||||
Conversion rate | $ 2.55 | $ 2.55 | ||||
Preferred stock, dividend declared | 0 | |||||
Preferred stock, dividend paid | 0 | |||||
Price per share | 2.55 | |||||
Conversion price | 2.55 | |||||
Share conversion factors | $ 1 | |||||
Shares issued upon conversion | shares | 55,349 |
Common Stock (Details)
Common Stock (Details) | 12 Months Ended | |
Dec. 31, 2019Vote$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | ||
Common shares, shares authorized | 5,250,000 | |
Draft Kings Inc | ||
Class of Stock [Line Items] | ||
Common shares, shares authorized | 735,000 | 735,000 |
Common shares, par value | $ / shares | $ 0.001 | $ 0.001 |
Common shares, shares issued | 389,610 | 384,009 |
Common shares, shares outstanding | 389,610 | 384,009 |
Number of votes per share | Vote | 1 | |
Common stock, dividend declared per share | $ / shares | $ 0 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - Draft Kings Inc | 12 Months Ended | |||
Dec. 31, 2017item | Dec. 31, 2012 | Dec. 31, 2019shares | Dec. 31, 2018shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
No restricted stock or other forms of equity based awards have been issued | 0 | 0 | ||
2012 Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance | 5,614 | 12,313 | ||
Vesting period | 4 years | |||
Contractual term | 10 years | |||
Employee ownership percentage which results in higher exercise price | 10.00% | |||
Higher exercise price minimum, as a percentage, based on employee stock ownership | 110.00% | |||
2017 Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share reserve | 130,825 | |||
Number of types of performance based awards | item | 2 | |||
2017 Plan | Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares available for issuance | 75,671 | |||
Exercise Price As Percent of Fair Value | 100.00% | |||
2017 Plan | Service Based Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 4 years | |||
Contractual term | 10 years |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
LTIP | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Share-based compensation expense | $ 5,236 | $ 0 | $ 0 |
Draft Kings Inc | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Proceeds from the exercise of stock options | $ 1,148 | $ 552 | 180 |
Draft Kings Inc | Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Risk free interest rate | 1.95% | 2.80% | |
Expected term (in years) | 6 years 7 days | 6 years 1 month 10 days | |
Expected volatility | 41.48% | 41.98% | |
Weighted average grant date fair value per share | $ 0.72 | $ 0.54 | |
Proceeds from the exercise of stock options | $ 1,148 | $ 552 | |
Aggregate intrinsic value of stock options exercised | 3,406 | 2,234 | |
Grant date fair value of stock options vested | 9,803 | 7,334 | 3,351 |
Unrecognized stock-based compensation | $ 19,769 | ||
Recognition period for unrecognized share-based compensation | 2 years 11 days | ||
Share-based compensation expense | $ 17,614 | 7,210 | 4,500 |
Draft Kings Inc | PSP | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | |||
Share-based compensation expense | $ 5,221 | $ 0 | $ 0 |
Stock-Based Compensation - Warr
Stock-Based Compensation - Warrant For Marketing Services (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2019 | |
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | 6,333,334 | |
Exercise price of warrants | $ 1.50 | |
Draft Kings Inc | Marketing Services Warrant | Non-employee | ||
Class of Warrant or Right [Line Items] | ||
Number of warrants to purchase shares issued | 341 | |
Exercise price of warrants | $ 0.01 | |
Warrant term | 5 years | |
Compensation recognized | $ 444 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Draft Kings Inc - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options | ||||
Number of shares | ||||
Number of shares outstanding, beginning of period | 111,877 | 61,562 | 44,530 | |
Number of shares granted | 28,169 | 53,942 | 19,296 | |
Number of shares exercised | (2,949) | (2,297) | (1,306) | |
Number of shares forfeited | (1,275) | (1,330) | (958) | |
Number of shares outstanding, end of period | 135,822 | 111,877 | 61,562 | 44,530 |
Weighted average exercise price | ||||
Weighted average exercise price outstanding, beginning of period | $ 0.84 | $ 0.51 | $ 0.22 | |
Weighted average exercise price granted | 1.65 | 1.18 | 1.17 | |
Weighted average exercise price exercised | 0.41 | 0.25 | 0.15 | |
Weighted average exercise price forfeited | 1.19 | 0.88 | 0.61 | |
Weighted average exercise price outstanding, end of period | $ 1.01 | $ 0.84 | $ 0.51 | $ 0.22 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining term | 7 years 7 months 21 days | 8 years 1 month 24 days | 8 years | 8 years 2 months 27 days |
Aggregate intrinsic value of stock options exercised | $ 203,431 | $ 69,765 | $ 32,401 | $ 30,680 |
Stock options | Adjusted for assumed forfeitures | ||||
Number of shares | ||||
Number of shares outstanding, end of period | 75,170 | |||
Weighted average exercise price | ||||
Weighted average exercise price outstanding, end of period | $ 0.84 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining term | 7 years 4 days | |||
Aggregate intrinsic value of stock options exercised | $ 125,849 | |||
Service Based Stock Option | ||||
Number of shares | ||||
Number of shares outstanding, beginning of period | 66,527 | 56,431 | 44,530 | |
Number of shares granted | 16,278 | 13,564 | 14,165 | |
Number of shares exercised | (2,837) | (2,297) | (1,306) | |
Number of shares forfeited | (1,196) | (1,171) | (958) | |
Number of shares outstanding, end of period | 78,772 | 66,527 | 56,431 | 44,530 |
PSP | ||||
Number of shares | ||||
Number of shares outstanding, beginning of period | 5,161 | |||
Number of shares granted | 6,263 | 5,320 | ||
Number of shares exercised | (112) | |||
Number of shares forfeited | (79) | (159) | ||
Number of shares outstanding, end of period | 11,233 | 5,161 | ||
PSP | Adjusted for assumed forfeitures | ||||
Number of shares | ||||
Number of shares outstanding, end of period | 10,719 | |||
Weighted average exercise price | ||||
Weighted average exercise price outstanding, end of period | $ 1.44 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining term | 8 years 11 months 1 day | |||
Aggregate intrinsic value of stock options exercised | $ 11,484 | |||
LTIP | ||||
Number of shares | ||||
Number of shares outstanding, beginning of period | 40,189 | 5,131 | ||
Number of shares granted | 5,628 | 35,058 | 5,131 | |
Number of shares outstanding, end of period | 45,817 | 40,189 | 5,131 | |
LTIP | Adjusted for assumed forfeitures | ||||
Number of shares | ||||
Number of shares outstanding, end of period | 8,568 | |||
Weighted average exercise price | ||||
Weighted average exercise price outstanding, end of period | $ 1.21 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||||
Weighted average remaining term | 8 years 5 months 1 day | |||
Aggregate intrinsic value of stock options exercised | $ 11,129 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | |||||
Federal | $ 944,494 | ||||
Deferred: | |||||
Federal | (261,174) | ||||
Income tax provision | $ 944,494 | $ 944,494 | 944,494 | ||
Draft Kings Inc | |||||
Loss before provision for (benefit from) income taxes: | |||||
United States | (142,198,000) | $ (76,122,000) | $ (75,445,000) | ||
Foreign | 1,000 | 7,000 | 99,000 | ||
Loss before provision for (benefit from) income taxes | (142,197,000) | (76,115,000) | (75,346,000) | ||
Current: | |||||
Foreign | 4,000 | 86,000 | 65,000 | ||
Total current provision | 4,000 | 86,000 | 65,000 | ||
Deferred: | |||||
Federal | 9,000 | 36,000 | |||
State | 54,000 | 10,000 | 109,000 | ||
Total deferred provision | 54,000 | 19,000 | 145,000 | ||
Income tax provision | $ 58,000 | $ 105,000 | $ 210,000 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||
Income tax provision | $ 944,494 | $ 944,494 | $ 944,494 | ||
Draft Kings Inc | |||||
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||||
Provision for income taxes at statutory rate | (29,863,000) | $ (15,984,000) | $ (25,400,000) | ||
Prior year provision true-ups | 3,164,000 | (157,000) | 982,000 | ||
State taxes, net of federal benefit | (7,522,000) | (7,525,000) | (2,769,000) | ||
Certain stock-based compensation expenses | 2,412,000 | 430,000 | 536,000 | ||
Non-deductible lobbying expenses | 1,885,000 | 1,352,000 | 2,505,000 | ||
Non-deductible acquisition expenses | 2,068,000 | ||||
Change in valuation allowance | 19,988,000 | 21,584,000 | (66,370,000) | ||
Impact of federal rate change on net deferred taxes | 90,889,000 | ||||
Net operating loss write-off | 7,246,000 | ||||
Other | 680,000 | 405,000 | (163,000) | ||
Income tax provision | $ 58,000 | $ 105,000 | $ 210,000 |
Income Taxes - Reconciliation N
Income Taxes - Reconciliation Narrative (Details) - Draft Kings Inc $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Net operating loss write-off | $ 7,246 |
Change in valuation allowance related to write-off | (7,246) |
Net impact on provision for income taxes, net operating losses | $ 0 |
Income Taxes - Tax Cuts And Job
Income Taxes - Tax Cuts And Jobs Act (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effect of Tax Cuts and Jobs Act [Abstract] | |||
Federal tax rate | 21.00% | ||
Draft Kings Inc | |||
Effect of Tax Cuts and Jobs Act [Abstract] | |||
Federal tax rate | 21.00% | 21.00% | 35.00% |
Expected future federal tax rate | 21.00% | 21.00% | |
Remeasurement of deferred tax asset | $ (90,890) | ||
Change in valuation allowance for Tax Cuts and Jobs Act | 91,050 | ||
Net impact on provision for income taxes, remeasurement | $ 160 | ||
Limitation on net operating loss carryovers, as percentage of taxable income | 80.00% | 80.00% | |
Income tax benefit related to schedule of indefinite lived intangibles | $ 230 | ||
Provisional amount recorded for transition tax | $ 36 | $ 15 | |
Net impact on provision for income taxes, provisional tax | $ 0 | 0 | |
Measurement period adjustment | $ 0 | ||
Accounting complete | true |
Income Taxes - Deferred Taxes (
Income Taxes - Deferred Taxes (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Deferred tax assets: | |||
Stock-based compensation | $ 4,552 | $ 3,472 | |
Intangible assets | 123 | 187 | |
Fixed assets | 365 | ||
Accrual and other temporary differences | 20,907 | 12,273 | |
Credit carryforwards | 15 | 15 | |
Net operating loss carryforwards | 217,836 | 203,180 | |
Total deferred tax assets: | 243,433 | 219,492 | |
Deferred tax liability: | |||
Capitalized software costs | (6,335) | (4,364) | |
Fixed assets | (2,035) | ||
Total Net Deferred Tax Assets | 235,063 | 215,128 | |
Valuation allowance | (235,280) | (215,292) | |
Net deferred tax liabilities | (217) | (164) | |
Change in valuation allowance | $ 19,988 | $ 21,584 | $ (66,370) |
Income Taxes - Net Operating Lo
Income Taxes - Net Operating Loss (Details) - Draft Kings Inc - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward not expected to be utilized | $ 34,504,000 | |
Net operating loss write-off | 7,246,000 | |
Operating loss carryforward subject to 80% taxable income limitation | $ 134,400 | |
Tax Cuts And Jobs Act Percentage Of Carryover Of NOL Limit | 80.00% | 80.00% |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 676,040,000 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | 759,040,000 | |
Foreign | Malta | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | 171,000 | |
Foreign | Australia | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforward | $ 100,000 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforward (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Draft Kings Inc | Research credit | |
Tax Credit Carryforward [Line Items] | |
Tax credit carryforward | $ 15 |
Income Taxes - Net Operating _2
Income Taxes - Net Operating Loss Carryforward Limitations (Details) - Draft Kings Inc | Dec. 31, 2019USD ($) |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward subject to 80% taxable income limitation | $ 134,400 |
Federal | 2020 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward subject to 80% taxable income limitation | 295,605,000 |
Federal | 2021 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward subject to 80% taxable income limitation | 77,069,000 |
Federal | 2022 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward subject to 80% taxable income limitation | 25,247,000 |
Federal | 2023 - 2037 | |
Operating Loss Carryforwards [Line Items] | |
Operating loss carryforward subject to 80% taxable income limitation | $ 15,051,000 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Draft Kings Inc - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Media Purchase Agreement | |||
Related Party Transaction [Line Items] | |||
2017 | $ 15,000 | ||
2018 | 15,000 | ||
2019 | 15,000 | ||
2020 | 15,000 | ||
2021 | 15,000 | ||
Additional contingent commitment | 5,000 | ||
Related party expense | 8,411,000 | $ 23,313,000 | |
Due to related party | 2,413,000 | 428,000 | |
Media Purchase Agreement | Amended agreement | |||
Related Party Transaction [Line Items] | |||
2019 | (5,000) | ||
2020 | 5,000 | ||
2021 | 5,000 | ||
Aggregate commitment | 15,000 | ||
DKFC, an equity method affiliate | |||
Related Party Transaction [Line Items] | |||
Receivables from related party | 959,000 | ||
Series E-1 redeemable convertible preferred stock | Private Placement Agent | |||
Related Party Transaction [Line Items] | |||
Related party expense | 0 | 0 | $ 2,066,000 |
Temporary equity owned by related party | $ 119,752,000 | $ 119,427,000 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Draft Kings Inc € in Thousands, $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Nov. 30, 2019EUR (€) | Nov. 30, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |||||
Lease payments | $ 66,028 | ||||
Escrow deposit | 3,409 | ||||
Rent expenses | $ 10,412 | $ 5,266 | $ 3,431 | ||
Office space in Dublin | |||||
Property, Plant and Equipment [Line Items] | |||||
Term of contract | 12 years | ||||
Lease payments | € 598 | $ 651 | |||
Corporate office facilities | |||||
Property, Plant and Equipment [Line Items] | |||||
Term of contract | 10 years | ||||
Lease commitments | $ 35,642 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Payments (Details) - Draft Kings Inc $ in Thousands | Dec. 31, 2019USD ($) |
Property, Plant and Equipment [Line Items] | |
2020 | $ 10,067 |
2021 | 8,300 |
2022 | 8,374 |
2023 | 8,292 |
2024 | 7,310 |
Thereafter | 23,685 |
Total | $ 66,028 |
Commitments and Contingencies_5
Commitments and Contingencies - Future Minimum Payments Under the Non-Cancelable (Details) - Draft Kings Inc $ in Thousands | Dec. 31, 2019USD ($) |
Other Commitments [Line Items] | |
2020 | $ 74,390 |
2021 | 54,725 |
2022 | 33,885 |
2023 | 13,689 |
2024 | 4,950 |
Thereafter | 4,100 |
Total | 185,739 |
Contingent Success Fee | |
Other Commitments [Line Items] | |
Total | $ 13,880 |
Commitments and Contingencies_6
Commitments and Contingencies - Other Contractual Obligations and Contingencies (Details) - Draft Kings Inc - USD ($) | Dec. 31, 2019 | Dec. 22, 2019 | Oct. 31, 2016 |
Other Commitments [Line Items] | |||
Other Commitment | $ 185,739,000 | ||
Contingent Success Fee | |||
Other Commitments [Line Items] | |||
Other Commitment | $ 13,880,000 | ||
Contingent Success Fee | Third Party Advisors | DraftKings Merger | |||
Other Commitments [Line Items] | |||
Other Commitment | $ 1,280,000 | ||
Contingent Success Fee | Pacific Western Bank | |||
Other Commitments [Line Items] | |||
Threshold limit for payment of success fee | $ 45,000 | ||
Contingent Success Fee | Pacific Western Bank | Minimum | |||
Other Commitments [Line Items] | |||
Other Commitment | 600,000 | ||
Contingent Success Fee | Pacific Western Bank | Maximum | |||
Other Commitments [Line Items] | |||
Other Commitment | $ 650,000 | ||
Contingent Success Fee | Private Placement Agent | SBTech Acquisition | |||
Other Commitments [Line Items] | |||
Other Commitment | 5,000 | ||
Contingent Success Fee | Private Placement Agent | DraftKings Merger | |||
Other Commitments [Line Items] | |||
Other Commitment | $ 7,000 |
Commitments and Contingencies_7
Commitments and Contingencies - Settlement Liability (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Commitments [Line Items] | ||
Penalty cost | $ 6,000 | |
Period of settlement | 4 years | |
Accrued current liabilities | $ 3,272 | |
Payments to the agreements | $ 400 | 400 |
NYAG | ||
Other Commitments [Line Items] | ||
Accrued current liabilities | 2,876 | |
Accrued non current liabilities | $ 0 | |
MAAG | ||
Other Commitments [Line Items] | ||
Penalty cost | $ 1,300 | |
Period of settlement | 3 years |
Commitments and Contingencies_8
Commitments and Contingencies - Letters of Credit (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Draft Kings Inc | Letter of Credit [Member] | Pacific Western Bank | ||
Other Commitments [Line Items] | ||
Letters of Credit Outstanding, Amount | $ 4,481 | $ 4,481 |
Revenue Recognition (Details)
Revenue Recognition (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue | $ 20,760 | $ 13,581 | |
Total revenue | 323,410 | 226,277 | $ 191,844 |
Online Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 308,177 | ||
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 15,233 | ||
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 226,277 | 191,844 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Online Gaming | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 219,131 | 189,779 | |
Calculated under Revenue Guidance in Effect before Topic 606 [Member] | Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 7,146 | $ 2,065 |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Net income | $ 2,309,409 | |||
Draft Kings Inc | ||||
Net income | $ (142,734,000) | $ (76,220,000) | $ (75,556,000) | |
Less: accretion of preferred share issuance costs | (992,000) | (678,000) | (1,513,000) | |
Net loss attributable to common stockholders | $ (143,726,000) | $ (76,898,000) | $ (77,069,000) | |
Weighted average number of ordinary shares outstanding | 386,793 | 381,821 | 142,451 | |
Basic and diluted (in dollars per share) | $ (0.37) | $ (0.20) | $ (0.54) |
Loss Per Share - Securities and
Loss Per Share - Securities and Convertible Notes (Details) - Draft Kings Inc - $ / shares | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 157,290 | 114,299 | 63,642 |
Fair value of this embedded compound derivative | $ 3.31 | ||
Warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 515 | 2,422 | 2,080 |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 135,823 | 111,877 | 61,562 |
Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total | 20,952 |
Segment Information (Details)
Segment Information (Details) - Draft Kings Inc - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 323,410 | $ 226,277 | $ 191,844 |
United States | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | 318,144 | 219,415 | 187,261 |
Other | |||
Disaggregation of Revenue [Line Items] | |||
Total revenue | $ 5,266 | $ 6,862 | $ 4,583 |
Subsequent Events (Details)
Subsequent Events (Details) | Mar. 26, 2020USD ($) | Dec. 22, 2019EUR (€) | Mar. 31, 2020USD ($) | Feb. 29, 2020USD ($) | Feb. 29, 2020USD ($) |
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Additional Convertible Notes issued | $ 6,750,000 | ||||
Repayment of term note | $ 44,500,000 | ||||
Funds from Credit Agreement | $ 1,019,000 | $ 40,042,000 | |||
Net facility available | 50,000 | ||||
Credit facility | 44,500 | ||||
Funds withdrawn | 4,481,000 | ||||
Letters of credit amount | $ 44,500,000 | ||||
Diamond Eagle | SB Tech Acquisition | |||||
Subsequent Event [Line Items] | |||||
Total consideration | € | € 590,000 | ||||
Cash consideration | € | € 180,000 | ||||
Percentage of the in-the-money vested options of acquiree under the business combination consideration adjustments | 30.00% | ||||
Equity consideration | € | € 410,000 |