Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 09, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39232 | |
Entity Registrant Name | Rush Street Interactive, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-3626708 | |
Entity Address, Address Line One | 900 N. Michigan Avenue | |
Entity Address, Address Line Two | Suite 950 | |
Entity Address, City or Town | Chicago | |
Entity Address, State or Province | IL | |
Entity Address, Postal Zip Code | 60611 | |
City Area Code | 312 | |
Local Phone Number | 915-2815 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | RSI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001793659 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 59,255,080 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 159,958,729 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 346,632 | $ 255,622 |
Restricted cash | 13,654 | 6,443 |
Players’ receivables | 8,194 | 779 |
Due from affiliates | 25,878 | 28,764 |
Prepaid expenses and other current assets | 2,975 | 2,871 |
Total current assets | 397,333 | 294,479 |
Intangible assets, net | 14,412 | 9,750 |
Property and equipment, net | 4,560 | 2,016 |
Operating lease right-of-use asset, net | 1,326 | 1,100 |
Other assets | 3,418 | 1,215 |
Total assets | 421,049 | 308,560 |
Current liabilities | ||
Accounts payable | 9,917 | 11,994 |
Accrued expenses | 44,992 | 27,042 |
Players’ liabilities | 17,491 | 8,500 |
Deferred royalty, short-term | 365 | 195 |
Operating lease liabilities, short-term | 472 | 226 |
Earnout interests liability | 0 | 351,048 |
Other current liabilities | 2,744 | 1,983 |
Total current liabilities | 75,981 | 400,988 |
Deferred royalty, long-term | 3,562 | 3,813 |
Operating lease liabilities, long-term | 941 | 979 |
Warrant liabilities | 0 | 170,109 |
Other long-term liabilities | 337 | 0 |
Total liabilities | 80,821 | 575,889 |
Commitments and contingencies | ||
Stockholders’ equity (deficit) | ||
Treasury stock, 218,589 and zero shares as of September 30, 2021 and December 31, 2020, respectively | (850) | 0 |
Additional paid-in capital | 163,811 | 0 |
Accumulated other comprehensive income (loss) | (167) | 93 |
Accumulated deficit | (70,976) | (61,892) |
Total stockholders’ equity (deficit) attributable to Rush Street Interactive, Inc. | 91,840 | (61,779) |
Non-controlling interests | 248,388 | (205,550) |
Total stockholders’ equity (deficit) | 340,228 | (267,329) |
Total liabilities and stockholders’ equity (deficit) | 421,049 | 308,560 |
Class A Common Stock | ||
Stockholders’ equity (deficit) | ||
Common stock value | 6 | 4 |
Class V Common Stock | ||
Stockholders’ equity (deficit) | ||
Common stock value | $ 16 | $ 16 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Treasury Stock, Shares (in shares) | 218,589 | 0 |
Class A Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 750,000,000 | 750,000,000 |
Common Stock, Shares Issued (in shares) | 59,437,349 | 44,792,517 |
Common Stock, Shares Outstanding (in shares) | 59,218,760 | 44,792,517 |
Class V Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized (in shares) | 200,000,000 | 200,000,000 |
Common Stock, Shares Issued (in shares) | 159,958,729 | 160,000,000 |
Common Stock, Shares Outstanding (in shares) | 159,958,729 | 160,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 122,920 | $ 78,237 | $ 357,540 | $ 178,452 |
Operating costs and expenses | ||||
Costs of revenue | 81,221 | 47,107 | 245,668 | 118,774 |
Advertising and promotions | 46,077 | 17,506 | 125,836 | 33,421 |
General administration and other | 12,318 | 39,650 | 40,650 | 114,815 |
Depreciation and amortization | 1,007 | 452 | 2,595 | 1,368 |
Total operating costs and expenses | 140,623 | 104,715 | 414,749 | 268,378 |
Loss from operations | (17,703) | (26,478) | (57,209) | (89,926) |
Other income (expenses) | ||||
Interest expense, net | (11) | (16) | (41) | (101) |
Change in fair value of warrant liabilities | 0 | 0 | 41,802 | 0 |
Change in fair value of earnout interests liability | 0 | 0 | (13,740) | 0 |
Total other income (expenses) | (11) | (16) | 28,021 | (101) |
Loss before income taxes | (17,714) | (26,494) | (29,188) | (90,027) |
Income tax expense | 1,225 | 0 | 3,781 | 0 |
Net loss | (18,939) | (26,494) | (32,969) | (90,027) |
Net loss attributable to non-controlling interests | (13,639) | 0 | (23,885) | 0 |
Net loss attributable to Rush Street Interactive, Inc. | $ (5,300) | (26,494) | $ (9,084) | (90,027) |
Net loss per common share attributable to Rush Street Interactive, Inc. - basic (in USD per share) | $ (0.09) | $ (0.16) | ||
Weighted average common shares outstanding - basic (in shares) | 59,191,384 | 55,148,218 | ||
Net loss per common share attributable to Rush Street Interactive, Inc. - diluted (in USD per share) | $ (0.09) | $ (0.33) | ||
Weighted average common shares outstanding - diluted (in shares) | 59,191,384 | 56,488,691 | ||
COMPREHENSIVE LOSS | ||||
Net loss | $ (18,939) | (26,494) | $ (32,969) | (90,027) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (168) | (134) | (1,060) | (444) |
Comprehensive loss | (19,107) | (26,628) | (34,029) | (90,471) |
Comprehensive loss attributable to non-controlling interests | (13,762) | 0 | (24,685) | 0 |
Comprehensive loss attributable to Rush Street Interactive, Inc. | $ (5,345) | $ (26,628) | $ (9,344) | $ (90,471) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Total Stockholders’ Equity (Deficit) Attributable To RSI | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Non- Controlling Interests | Members’ Deficit | Class A Common Stock | Class A Common StockCommon Stock | Class V Common StockCommon Stock | |
Balance at beginning of year (in shares) at Dec. 31, 2019 | [1] | 0 | 0 | |||||||||
Balance at beginning of year at Dec. 31, 2019 | [1] | $ (3,368) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (3,368) | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Members’ contribution | 2,000 | 2,000 | ||||||||||
Share-based compensation | 285 | 285 | ||||||||||
Foreign currency translation adjustment | (364) | (364) | ||||||||||
Net loss | (12,943) | (12,943) | ||||||||||
Balance at end of the year (in shares) at Mar. 31, 2020 | 0 | 0 | ||||||||||
Balance at end of the year at Mar. 31, 2020 | (14,390) | 0 | 0 | 0 | 0 | 0 | (14,390) | $ 0 | $ 0 | |||
Balance at beginning of year (in shares) at Dec. 31, 2019 | [1] | 0 | 0 | |||||||||
Balance at beginning of year at Dec. 31, 2019 | [1] | (3,368) | 0 | 0 | 0 | 0 | 0 | (3,368) | $ 0 | $ 0 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustment | (444) | |||||||||||
Net loss | (90,027) | |||||||||||
Balance at end of the year (in shares) at Sep. 30, 2020 | 0 | 0 | ||||||||||
Balance at end of the year at Sep. 30, 2020 | (85,647) | 0 | 0 | 0 | 0 | 0 | (85,647) | $ 0 | $ 0 | |||
Balance at beginning of year (in shares) at Mar. 31, 2020 | 0 | 0 | ||||||||||
Balance at beginning of year at Mar. 31, 2020 | (14,390) | 0 | 0 | 0 | 0 | 0 | (14,390) | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Members’ contribution | 4,500 | 4,500 | ||||||||||
Share-based compensation | 1,407 | 1,407 | ||||||||||
Foreign currency translation adjustment | 54 | 54 | ||||||||||
Net loss | (50,590) | (50,590) | ||||||||||
Balance at end of the year (in shares) at Jun. 30, 2020 | 0 | 0 | ||||||||||
Balance at end of the year at Jun. 30, 2020 | (59,019) | 0 | 0 | 0 | 0 | 0 | (59,019) | $ 0 | $ 0 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustment | (134) | (134) | ||||||||||
Net loss | (26,494) | (26,494) | ||||||||||
Balance at end of the year (in shares) at Sep. 30, 2020 | 0 | 0 | ||||||||||
Balance at end of the year at Sep. 30, 2020 | (85,647) | 0 | 0 | 0 | 0 | 0 | $ (85,647) | $ 0 | $ 0 | |||
Balance at beginning of year (in shares) at Dec. 31, 2020 | 0 | 44,792,517 | 160,000,000 | |||||||||
Balance at beginning of year at Dec. 31, 2020 | (267,329) | (61,779) | $ 0 | 0 | 93 | (61,892) | (205,550) | $ 4 | $ 16 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation (in shares) | 571,239 | |||||||||||
Share-based compensation | 11,576 | 2,772 | 2,772 | 8,804 | ||||||||
Foreign currency translation adjustment | (624) | (143) | (143) | (481) | ||||||||
Issuance of Class A Common Stock upon exercise of Warrants (in shares) | 14,014,197 | |||||||||||
Issuance of Class A Common Stock upon exercise of Warrants | 259,895 | 75,374 | 75,372 | 184,521 | $ 2 | |||||||
Repurchase of Class A Common Stock (in shares) | 218,589 | |||||||||||
Repurchase of Class A Common Stock | (3,465) | (850) | $ (850) | (2,615) | ||||||||
Settlement of earnout interests liability | 364,788 | 83,093 | 83,093 | 281,695 | ||||||||
Net loss | (76) | (17) | (17) | (59) | ||||||||
Balance at end of the year (in shares) at Mar. 31, 2021 | 218,589 | 59,377,953 | 160,000,000 | |||||||||
Balance at end of the year at Mar. 31, 2021 | 364,765 | 98,450 | $ (850) | 161,237 | (50) | (61,909) | 266,315 | $ 6 | $ 16 | |||
Balance at beginning of year (in shares) at Dec. 31, 2020 | 0 | 44,792,517 | 160,000,000 | |||||||||
Balance at beginning of year at Dec. 31, 2020 | (267,329) | (61,779) | $ 0 | 0 | 93 | (61,892) | (205,550) | $ 4 | $ 16 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Foreign currency translation adjustment | (1,060) | |||||||||||
Issuance of Class A Common Stock upon exercise of Warrants (in shares) | 11,442,389 | |||||||||||
Net loss | (32,969) | |||||||||||
Balance at end of the year (in shares) at Sep. 30, 2021 | 218,589 | 59,437,349 | 159,958,729 | |||||||||
Balance at end of the year at Sep. 30, 2021 | 340,228 | 91,840 | $ (850) | 163,811 | (167) | (70,976) | 248,388 | $ 6 | $ 16 | |||
Balance at beginning of year (in shares) at Mar. 31, 2021 | 218,589 | 59,377,953 | 160,000,000 | |||||||||
Balance at beginning of year at Mar. 31, 2021 | 364,765 | 98,450 | $ (850) | 161,237 | (50) | (61,909) | 266,315 | $ 6 | $ 16 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation (in shares) | 18,125 | |||||||||||
Share-based compensation | 4,661 | 1,295 | 1,295 | 3,366 | ||||||||
Foreign currency translation adjustment | (268) | (72) | (72) | (196) | ||||||||
Distributions paid to non-controlling interest holders | (337) | (337) | ||||||||||
Net loss | (13,954) | (3,767) | (3,767) | (10,187) | ||||||||
Balance at end of the year (in shares) at Jun. 30, 2021 | 218,589 | 59,396,078 | 160,000,000 | |||||||||
Balance at end of the year at Jun. 30, 2021 | 354,867 | 95,906 | $ (850) | 162,532 | (122) | (65,676) | 258,961 | $ 6 | $ 16 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Share-based compensation | 4,468 | 1,279 | 1,279 | 3,189 | ||||||||
RSILP Unit Exchange (in shares) | 41,271 | (41,271) | ||||||||||
Foreign currency translation adjustment | (168) | (45) | (45) | (123) | ||||||||
Net loss | (18,939) | (5,300) | (5,300) | (13,639) | ||||||||
Balance at end of the year (in shares) at Sep. 30, 2021 | 218,589 | 59,437,349 | 159,958,729 | |||||||||
Balance at end of the year at Sep. 30, 2021 | $ 340,228 | $ 91,840 | $ (850) | $ 163,811 | $ (167) | $ (70,976) | $ 248,388 | $ 6 | $ 16 | |||
[1] | Previously reported amounts have been adjusted for the retroactive application of the recapitalization related to the Business Combination. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | ||
Cash flows from operating activities | |||
Net loss | $ (32,969) | $ (90,027) | |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | |||
Share-based compensation expense | 20,705 | 103,282 | |
Depreciation and amortization | 2,595 | 1,368 | |
Deferred income taxes | (228) | 0 | |
Noncash lease expense | 241 | 155 | |
Change in fair value of earnout interests liability | 13,740 | 0 | |
Change in fair value of warrant liabilities | (41,802) | 0 | |
Changes in assets and liabilities: | |||
Players receivables | (7,415) | 1,192 | |
Due from affiliates | 2,886 | (32,000) | |
Prepaid expenses and other current assets | 646 | (3,352) | |
Other assets | (225) | (158) | |
Accounts payable | (2,122) | 6,434 | |
Accrued expenses and other current liabilities | 18,620 | 13,732 | |
Players liabilities | 8,991 | 986 | |
Deferred royalty | (81) | 1,091 | |
Lease liabilities | (259) | (144) | |
Net cash (used in) provided by operating activities | (16,677) | 2,559 | |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,987) | (909) | |
Acquisition of gaming licenses | (3,472) | (3,787) | |
Internally developed software costs | (2,984) | 0 | |
Investment in equity | (1,500) | 0 | |
Short-term advances | (750) | 0 | |
Investment in long-term time deposits | (250) | 0 | |
Net cash used in investing activities | (10,943) | (4,696) | |
Cash flows from financing activities | |||
Proceeds from related party loan | 0 | 650 | |
Members’ capital contribution | 0 | 6,500 | |
Proceeds from shares issued for warrants | 131,588 | 0 | |
Repurchase of common stock | (3,465) | 0 | |
Principal payments of finance lease liabilities | (870) | 0 | |
Distributions paid to non-controlling interest holders | (337) | 0 | |
Net cash provided by financing activities | 126,916 | 7,150 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,075) | (441) | |
Net change in cash, cash equivalents and restricted cash | 98,221 | 4,572 | |
Cash, cash equivalents and restricted cash, at the beginning of the period | [1] | 262,065 | 10,543 |
Cash, cash equivalents and restricted cash, at the end of the period | [1] | 360,286 | 15,115 |
Supplemental disclosure of noncash investing and financing activities: | |||
Right-of-use assets obtained in exchange for new or modified operating lease liabilities | 1,765 | 971 | |
Non-cash redemption of Private Placement and Working Capital Warrants | 50,798 | 0 | |
Non-cash settlement of Public Warrants | 77,509 | 0 | |
Non-cash settlement of earnout interests liability | 364,788 | 0 | |
Increase in accounts payable for property and equipment purchases | 45 | 0 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 3,180 | 0 | |
Cash paid for interest | $ 21 | $ 101 | |
[1] | Cash and cash equivalents and Restricted cash are each included separately on the condensed consolidated balance sheets. |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Rush Street Interactive, Inc. is a holding company organized under the laws of the State of Delaware and, through its main operating subsidiary, Rush Street Interactive, LP and its subsidiaries (collectively, “RSILP”), is a leading online gaming company that provides online casino and sports betting in the U.S. and Latin America markets. Rush Street Interactive, Inc. and its subsidiaries (including RSILP) are collectively referred to as “RSI” or the “Company.” The Company is headquartered in Chicago, IL. On December 29, 2020, dMY Technology Group, Inc. (“dMY”), a special purpose acquisition company incorporated in Delaware on September 27, 2019, completed the acquisition of certain units of RSILP pursuant to a Business Combination Agreement, dated as of July 27, 2020 (as amended and restated on October 9, 2020 and as further amended on December 4, 2020, the “Business Combination Agreement”), between RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Rush Street Interactive GP, LLC, a Delaware limited liability company, in its capacity as the Sellers’ Representative (in such capacity, the “Sellers’ Representative”). In connection with the closing (the “Closing”) of the transactions described in the Business Combination Agreement (the “Business Combination”), the Company was reorganized into an umbrella partnership-C corporation, or UP-C, structure, in which substantially all of the assets of the combined company are held by RSILP and the Company’s only assets are its equity interests in RSILP (which are held indirectly through wholly-owned subsidiaries of the Company – RSI ASLP, Inc. (the “Special Limited Partner”) and RSI GP, LLC (“RSI GP”), which is the general partner of RSILP). As of the Closing, the Company owned, indirectly through the Special Limited Partner, approximately 23.1% of the Common Units of RSILP (“RSILP Units”) and controls RSILP through RSI GP, and the Sellers owned approximately 76.9% of the RSILP Units and control the Company through their ownership of the Class V Common Stock, par value $0.0001 per share, of the Company (the “Class V Common Stock”). Upon consummation of the Business Combination, dMY changed its name to “Rush Street Interactive, Inc.” As of September 30, 2021, the Company and the Sellers owned approximately 27.02% and 72.98% of the RSILP Units, respectively. Impact of COVID-19 The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. In 2020 and continuing into 2021, the COVID-19 pandemic continued to adversely impact many different industries. The ongoing COVID-19 pandemic 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 extent and the duration of the impact of COVID-19. The COVID-19 pandemic therefore presents material uncertainty and risk with respect to the Company and its performance and could affect its financial results in a materially adverse way. The COVID-19 pandemic has significantly impacted RSI. The direct impact to the business, beyond disruptions in normal business operations, is primarily through the change in consumer habits as a result of people being ordered or requested to stay home and restrict their traveling or otherwise voluntarily choosing to stay home or restrict travel. During the periods affected by government imposed stay-at-home orders, the Company’s business volume significantly increased and has since continued to remain strong as many of these orders were lifted. COVID-19 directly impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of major sports seasons and sporting events or exclusion of certain players or teams from sporting events. While most major professional sports leagues resumed their activities primarily starting in the second half of 2020, the third quarter of 2021 was still impacted by the COVID-19 pandemic. For example, the number of games in the NBA’s 2020-2021 and NHL’s 2021 season were reduced and nearly every major professional sports league has experienced postponed, rescheduled or canceled games, or players or teams being excluded from certain games or events due to COVID-19, COVID-19 protocols or local COVID-19 vaccine requirements. The return of major sports and sporting events during the second half of 2020, as well as the unique and concentrated sports calendar, generated significant customer interest and activity in the Company’s sports betting offerings. However, sports seasons and calendars continue to remain uncertain and could be further suspended, cancelled or rescheduled due to additional COVID-19 outbreaks. The alteration of sports seasons and sporting events, including the postponement or cancellation of events, during the third quarter of 2021 reduced the Company’s customers’ use of, and spending on, the Company’s sports betting offerings and from time to time caused us to issue refunds for canceled events. Additionally, while many bricks-and-mortar casinos where we operate retail sports betting have reopened, visitation at these casinos is still generally below their pre-COVID-19 levels. Ongoing or future closures of bricks-and-mortar casinos and certain ongoing limitations on visitations to such casinos due to COVID-19 may provide additional opportunities for us to market online casino and sports betting to traditional bricks-and-mortar casino patrons. The Company’s revenues vary based on sports seasons and sporting events, among other things, and cancellations, suspensions or alterations resulting from COVID-19 have the potential to adversely affect the Company’s revenue, possibly materially. However, the Company’s online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue. The ultimate impact of COVID-19 and the related restrictions on consumer behavior is currently unknown. A significant or prolonged decrease in consumer spending on entertainment or leisure activities would likely have an adverse effect on demand for RSI offerings, reducing cash flows and revenues, thus materially harming the business, financial condition and results of operations. In addition, a uptick in COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the spread of COVID-19 have necessitated a shift away from a traditional office environment for many employees, the Company has business continuity programs in place to ensure that employees are safe, and that the business continues to function with minimal disruptions to normal work operations while employees work remotely. The Company will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2021 and as amended by Amendment No. 1 on Form 10-K/A and Amendment No. 2 on Form 10-K/A, as filed with the SEC on April 30, 2021 and May 7, 2021, respectively (collectively referred to herein as “Amended Annual Report”). These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as Non-controlling interests in the Company’s condensed consolidated balance sheets and Condensed Consolidated Statements of Equity (Deficit). The portion of net earnings attributable to the non-controlling interests is presented as Net loss attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. All intercompany accounts and transactions have been eliminated upon consolidation. Pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, dMY was treated as the acquired company and RSILP was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of RSILP issuing stock for the net assets of dMY, accompanied by a recapitalization. RSILP was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • RSILP’s existing members, through their ownership of the Class V Common Stock, have the largest portion of the voting rights in the Company; • The Company's Board of Directors and management are primarily composed of individuals associated with RSILP; and • RSILP is the larger entity based on historical operating activity and has the larger employee base. Thus, the financial statements included in this Quarterly Report on Form 10-Q reflect: (i) the historical operating results of RSILP prior to the Reverse Recapitalization; (ii) the combined results of the RSILP and dMY following the Business Combination; and (iii) the acquired assets and liabilities of dMY stated at historical cost, with no goodwill or other intangible assets recorded. Certain prior period amounts have been reclassified to conform to the current period presentation, including the $18.4 million reclassification of negative Additional paid-in capital to Accumulated deficit as of December 31, 2020. Interim Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of September 30, 2021, the Condensed Consolidated Statements of Operations and Comprehensive Loss and Changes in Equity (Deficit) for the three and nine months ended September 30, 2021 and 2020, and the statement of cash flows for the nine months ended September 30, 2021 and 2020, are unaudited. The condensed consolidated balance sheet as of December 31, 2020 was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The interim unaudited condensed consolidated financial statements have been prepared on a basis consistent with the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial condition, its operations and cash flows for the periods presented. The historical results are not necessarily indicative of future results, and the results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards, long-lived assets and investments in equity; the estimated useful lives of property, equipment, and intangible assets; redemption rate assumptions associated with the player loyalty program and other discretionary player bonuses; deferred revenue relating to the Company’s social gaming revenue stream; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; valuation of the earnout interests liability; valuation of the warrant liabilities; and deferred taxes and amounts associated with the Tax Receivable Agreement entered into in connection with the Business Combination (the “Tax Receivable Agreement”). Significant Accounting Policies The following accounting policies are incremental to the Company’s significant accounting policies as described in Note 2, “Summary of Significant Accounting Policies,” of its audited consolidated financial statements included in the Amended Annual Report. Internally Developed Software Software that is developed for internal use is accounted for pursuant to Accounting Standards Codification (“ASC”) 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 perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal-use 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 Investments in equity The Company accounts for investments in equity that are within the scope of ASC 321-10, Investments - Equity Securities (“ASC 321-10”) as either (1) investments with a readily determinable fair value, which are recorded at fair value; or (2) investments without a readily determinable fair value, which are recorded at cost less any impairment. Equity investments that are initially concluded to not have a readily determinable fair value are reassessed at each reporting period. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, Fair Value Measurement. During the three and nine months ended September 30, 2021, the Company paid $1.5 million to acquire a less than 20% equity interest of Boom Entertainment, a business-to-business supplier and designer of free-to-play and regulated real money digital wagering content. The equity investment is accounted for in accordance with ASC 321-10 and the Company has elected to account for this equity investment at cost less impairment, because there is not a readily determinable fair value for this investment as of September 30, 2021. No impairment was recorded during the three and nine months ended September 30, 2021. The investment is recognized in Other assets as of the balance sheet date. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 on January 1, 2021, and the adoption had no impact on its condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its condensed consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s revenue from contracts with customers consists of online casino, online sports betting, retail sports betting and social gaming. Online casino and online sports betting 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 generates revenue through hold, or gross winnings, as customers play against the house. Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in the progressive jackpot liability. Online sports betting involves a user placing a bet on the outcome of a sporting event, or a series of sporting events, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each sports bet offered to customers. Online sports betting revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled bets. Retail sports betting The Company provides retail sports services to land-based partners in exchange for a monthly commission based on the land-based partner’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based partner’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. The Company has a single performance obligation to provide retail sports services and records the revenue as services are performed and when the commission amounts are no longer constrained (i.e., the amount is known). Certain relationships with business partners provide the Company the ability to operate the retail sportsbook at the land-based casino. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets. Social gaming The Company provides a social gaming platform for players to enjoy free-to-play games that use virtual credits. While virtual credits are issued to players for free, some players may choose to purchase additional virtual credits through the Company’s virtual cashier. The Company has a single performance obligation associated with social gaming services, to provide social gaming services to players upon the redemption of virtual credits. Deferred revenue is recorded when players purchase virtual credits and revenue is recognized when the virtual credits are redeemed, and the Company’s performance obligation has been fulfilled. Disaggregation of revenue for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended ($ in thousands) 2021 2020 2021 2020 Online casino and online sports betting $ 121,360 $ 76,937 $ 352,545 $ 175,459 Retail sports betting 545 264 1,744 478 Social gaming 1,015 1,036 3,251 2,515 Total revenue $ 122,920 $ 78,237 $ 357,540 $ 178,452 Revenue by geographic region for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended ($ in thousands) 2021 2020 2021 2020 United States $ 113,966 $ 73,945 $ 331,025 $ 169,162 Colombia 8,954 4,292 26,515 9,290 Total revenue $ 122,920 $ 78,237 $ 357,540 $ 178,452 Deferred revenue associated with online casino and online sports betting revenue and retail sports betting revenue includes unsettled customer bets and unredeemed customer incentives, and is included within Players’ liabilities in the condensed consolidated balance sheets. Deferred revenue associated with social gaming revenue includes unredeemed social gaming virtual credits and is included within Other current liabilities in the condensed consolidated balance sheets. The deferred revenue balances as of September 30, 2021 and December 31, 2020 were as follows: ($ in thousands) Deferred revenue balance at December 31, 2020 $ 1,797 Deferred revenue balance at September 30, 2021 3,822 Revenue recognized in the period from amounts included in deferred revenue at December 31, 2020 1,635 |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The Company has the following intangible assets, net as of September 30, 2021 and December 31, 2020: ($ in thousands) Weighted Gross Accumulated Net License Fees September 30, 2021 6.91 $ 16,107 $ (4,541) $ 11,566 December 31, 2020 8.03 $ 13,225 $ (3,475) $ 9,750 Internally Developed Software September 30, 2021 2.88 $ 2,985 $ (139) $ 2,846 December 31, 2020 — $ — $ — $ — Amortization expense was $0.7 million and $1.8 million for the three and nine months ended September 30, 2021, respectively, compared to amortization expense of $0.4 million and $1.1 million in the same periods of 2020. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The Company has the following accrued expenses as of September 30, 2021 and December 31, 2020: ($ in thousands) September 30, December 31, Accrued compensation and related expenses $ 4,111 $ 1,948 Accrued operating expenses 14,483 7,006 Accrued marketing expenses 23,946 12,093 Accrued professional fees 727 873 Due to affiliates 313 3,751 Other 1,412 1,371 Total accrued expenses $ 44,992 $ 27,042 |
Warrant Liabilities
Warrant Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Warrant Liabilities As part of dMY’s initial public offering, dMY issued to third-party investors 23.0 million units, consisting of one share of Class A common stock of dMY (“Class A Common Stock”) and one-half of one warrant, at a price of $10.00 per unit. Each whole warrant entitled the holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the dMY initial public offering, 6,600,000 private placement warrants were sold to the Sponsor (the “Private Placement Warrants”) and an additional 75,000 warrants were issued to the Sponsor upon the Closing in connection with converting certain working capital loans into warrants (the “Working Capital Warrants” and together with the Private Placement Warrants, the “Private Warrants” and the Private Warrants together with the Public Warrants, the “Warrants”). Each Private Warrant allows the Sponsor to purchase one share of Class A Common Stock at $11.50 per share. The Company classified the Warrants as derivative liabilities on its consolidated balance sheet at fair value as of each reporting date, with subsequent changes in their respective fair values recognized in its consolidated statement of operations and comprehensive loss. Public Warrants On February 22, 2021, the Company announced the redemption of all the Company’s Public Warrants, which were exercisable for an aggregate of approximately 11.5 million shares of Class A Common Stock at a price of $11.50 per share. During the nine months ended September 30, 2021, 11,442,389 Public Warrants were exercised at a price of $11.50 per share, resulting in cash proceeds of approximately $131.6 million and the issuance of 11,442,389 shares of Class A Common Stock. None of the Public Warrants remain outstanding as of September 30, 2021. The Company determined the fair value of its Public Warrants based on the publicly listed trading price of such warrants as of the valuation date. Accordingly, the Public Warrants were classified as Level 1 financial instruments. The aggregate fair value of the Public Warrants on the dates of exercise throughout March 2021 was $77.5 million. The fair value of the Public Warrants was $88.1 million as of December 31, 2020. Private Warrants On March 26, 2021, the Private Warrants were exercised in full on a cashless basis, resulting in the issuance of 2,571,808 shares of Class A Common Stock. None of the Private Warrants remain outstanding as of September 30, 2021. The estimated fair value of the Private Warrants was determined with Level 3 inputs using the Black-Scholes model. The significant inputs and assumptions in this method are the stock price, exercise price, volatility, risk-free rate, and term or maturity. The underlying stock price input is the closing stock price as of each valuation date and the exercise price is the price as stated in the warrant agreement. The volatility input was determined using the historical volatility of comparable publicly traded companies that operate in a similar industry or compete directly against the Company. Volatility for each comparable publicly traded company is calculated as the annualized standard deviation of daily continuously compounded returns. The Black-Scholes analysis is performed in a risk-neutral framework, which requires a risk-free rate assumption based upon constant-maturity treasury yields, which are interpolated based on the remaining term of the Private Warrants as of each valuation date. The term/maturity is the duration between each valuation date and the maturity date, which is five years following the Closing, or December 29, 2025. The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: March 26, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 15.96 $ 22.76 Volatility 42.6% 41.4% Term (years) 4.77 5.0 Risk-free interest rate 0.76% 0.37% The fair value of the Private Warrants was $50.8 million and $82.0 million as of March 26, 2021 and December 31, 2020, respectively. The Company recorded $41.8 million to Change in fair value of warrant liabilities on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss, representing the change in fair value of the Public Warrants and Private Warrants from December 31, 2020 through the dates of exercise. |
Earnout Interests Liability
Earnout Interests Liability | 9 Months Ended |
Sep. 30, 2021 | |
Earnout Interests Liability [Abstract] | |
Earnout Interests Liability | Earnout Interests Liability The earnout interests were subject to certain restrictions on transfer and voting and potential forfeiture pending the achievement of certain earnout targets. The earnout targets included (a) a change of control within three years of the Closing, (b) achieving certain revenue targets for the 2021 year, and (c) achieving certain volume weighted average share prices (“VWAPs”) within three years of the Closing. Earnout interests represented a freestanding financial instrument initially classified as liabilities on the accompanying Condensed Consolidated Balance Sheet as the Company determined that these financial instruments were not indexed to the Company’s own equity in accordance with ASC 815, Derivatives and Hedging . Earnout interests were initially recorded at fair value and were adjusted to fair value at each reporting date with changes in fair value recorded in Change in fair value of earnout interests liability in the consolidated statement of operations and comprehensive loss. On January 13, 2021, the earnout interests were fully earned and no longer subject to the applicable restrictions on transfer and voting because the VWAP exceeded $14.00 per share for 10 trading days within a 20 consecutive trading day period following the Closing. As a result, the earnout interests liability was reclassed to equity resulting in 1,212,813 shares of Class A Common Stock held by Darla Anderson, Francesca Luthi, Charles E. Wert and Sponsor and 15,000,000 shares of Class V Common Stock and RSILP Units issued to the Sellers (i.e., non-controlling interests) that were no longer subject to the applicable restrictions. The Company recorded $13.7 million to Change in fair value of earnout interests liability on the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss, representing the change in fair value of the earnout interests from December 31, 2020 through January 13, 2021 when the earnout interests were no longer subject to the restrictions. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Non-Controlling Interest The non-controlling interest represents the RSLIP Units held by holders other than the Company. As of December 31, 2020, the non-controlling interests owned 76.9% of the RSILP Units outstanding (which excluded the earnout interests that did not vest until January 2021). The table below illustrates a rollforward of the non-controlling interest percentage during the nine months ended September 30, 2021: Non-Controlling Interest % Non-controlling interest % as of December 31, 2020: 76.89 % Issuance of RSILP units in connection with the vesting of earnout interest in January 2021 1.24 % Issuance of Class A Common Stock in connection with the exercise of the Warrants (4.98) % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.23) % Repurchases of Class A Common Stock 0.08 % Issuance of Class A Common Stock upon the conversion of RSILP Unit Exchanges (0.02) % Non-controlling interest % as of September 30, 2021: 72.98 % Treasury Stock During the nine months ended September 30, 2021, the Company repurchased 218,589 shares of its Class A Common Stock at an average price of $15.85 and a total cost of $3.5 million. The repurchased shares are considered issued but not outstanding. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation The Company adopted the Rush Street Interactive, Inc. 2020 Omnibus Equity Incentive Plan, as amended from time to time (the “2020 Plan”), to attract, retain and incentivize employees, consultants and independent directors who will contribute to the success of the Company. Awards that may be granted under the 2020 Plan include incentive stock options, non-qualified stock options, stock appreciation rights, restricted awards, performance share awards, cash awards and other equity-based awards. There is an aggregate of 13.4 million shares of Class A Common Stock reserved under the 2020 Plan, which may consist of authorized and unissued shares, treasury shares or shares reacquired by the Company. The 2020 Plan will terminate on December 29, 2030. The Company granted 14,733 and 4,007,085 restricted stock units (“RSUs”) during the three and nine months ended September 30, 2021, respectively. Certain awards are based on service conditions and other awards are based on market conditions. The grant date fair value of the awards with service conditions is determined based on the quoted market price, while the grant date fair value of the awards with market-based conditions is estimated using a Monte Carlo simulation. The Company granted nil and 130,565 stock options during the three and nine months ended September 30, 2021, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions: September 30, 2021 Volatility rate 53.52 % Risk-free interest rate 1.66 % Average expected life (in years) 5.4 Dividend yield None RSU and stock option activity for the nine months ended September 30, 2021 was as follows: RSUs Options Number of units Weighted average Number of units Weighted average Unvested balance at December 31, 2020 — $ — — $ — Granted 4,007,085 15.99 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (29,645) 18.16 (11,246) 7.41 Unvested balance at September 30, 2021 3,239,836 $ 16.01 119,319 $ 7.41 The aggregate fair value of the RSUs granted during the three and nine months ended September 30, 2021, was approximately $0.2 million and $64.1 million, respectively, while the aggregate fair value of the stock options granted during the three and nine months ended September 30, 2021, was nil and $1.0 million, respectively. As of September 30, 2021, the Company had unrecognized stock-based compensation expense related to RSUs and stock options of approximately $43.0 million and $0.7 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 3.3 years. During 2020, RSILP recognized share-based compensation expense related to profit interests granted by RSILP prior to the Business Combination. Share-based compensation expense for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2021 2020 2021 2020 Costs of revenue $ 298 $ — $ 1,511 $ — Advertising and promotions 637 — 2,971 — General administration and other 3,533 36,023 16,223 103,282 Total share-based compensation expense $ 4,468 $ 36,023 $ 20,705 $ 103,282 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2021 2020 2021 2020 Income tax provision $ 1,225 $ — $ 3,781 $ — The Company recognized federal, state and foreign income tax expense of $1.2 million and $3.8 million during the three and nine months ended September 30, 2021, respectively, compared to nil during the same periods in 2020. The effective tax rates for the three and nine months ended September 30, 2021 were (7)% and (13)%, respectively, and were nil during the same periods in 2020. The difference between the Company’s effective tax rate for the period ended September 30, 2021 and the U.S. statutory tax rate of 21% was primarily due to a full valuation allowance recorded on the Company’s net U.S. deferred tax assets and income tax rate differences related to its foreign operations for which both current and deferred taxes are recorded. The Company did not record a tax provision for the three and nine months ended September 30, 2020 primarily due to RSILP’s status as a pass-through entity for U.S. federal income tax purposes. The Company evaluates the realizability of the deferred tax assets on a quarterly basis and establishes a valuation allowance when it is more likely than not that all or a portion of a deferred tax asset may not be realized. The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on March 27, 2020 in the United States to provide emergency assistance to individuals and businesses affected by the COVID-19 pandemic. The CARES Act includes temporary changes to both income and non-income-based tax laws. For the year ended December 31, 2020, the impact of the CARES Act was immaterial to the Company’s tax provision. Future regulatory guidance under the CARES Act or additional legislation enacted by Congress could impact our tax provision in future periods. In connection with the Business Combination, the Special Limited Partner entered into the Tax Receivable Agreement, which generally provides for the payment by it of 85% of certain net tax benefits, if any, that the Company (including the Special Limited Partner) realize (or in certain cases is deemed to realize) as a result of an increase in tax basis and tax benefits related to the transactions contemplated under the Business Combination Agreement and the exchange of Retained RSILP Units (as defined in the Business Combination Agreement) for Class A Common Stock (or cash at the Company’s option) pursuant to RSILP’s amended and restated limited partnership agreement and tax benefits related to entering into the Tax Receivable Agreement, including tax benefits attributable to payments under the Tax Receivable Agreement. These payments are the obligation of the Special Limited Partner and not of RSILP. The actual increase in the Special Limited Partner’s allocable share of RSILP’s tax basis in its assets, as well as the amount and timing of any payments under the Tax Receivable Agreement, will vary depending upon a number of factors, including the timing of exchanges, the market price of our Class A Common Stock at the time of the exchange and the amount and timing of the recognition of RSI and its consolidated subsidiaries’ (including the Special Limited Partner’s) income. Based primarily on historical losses of RSILP, management has determined it is more-likely-than-not that the Company will be unable to utilize its deferred tax assets subject to the Tax Receivable Agreement; therefore, management has not recorded the deferred tax asset or a corresponding liability under the Tax Receivable Agreement related to the tax savings the Company may realize from the utilization of tax deductions related to basis adjustments created by the transactions in the Business Combination Agreement. The unrecognized Tax Receivable Agreement liability as of September 30, 2021 and December 31, 2020 is $42.5 million and $51.6 million, respectively. The decrease in the unrecognized liability was primarily caused by changes in assumptions with respect to the timing of certain liability settlements. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this decrease had no impact on the Consolidated Statement of Operations and Comprehensive Loss. |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic net loss per share of Class A Common Stock is computed by dividing net loss attributable to RSI by the weighted-average number of shares of Class A Common Stock outstanding during the period. Diluted net loss per share of Class A Common Stock is computed by dividing net loss attributable to RSI, adjusted for the assumed exchange of all potentially dilutive securities, by the weighted-average number of shares of Class A Common Stock outstanding adjusted to give effect to potentially dilutive shares. Prior to the Business Combination, the membership structure of RSILP included units that had profit interests. The Company analyzed the calculation of net loss per unit for periods prior to the Business Combination and determined that it resulted in values that would not be meaningful to the users of these condensed consolidated financial statements. Therefore, net loss per share information has not been presented for periods prior to the Closing on December 29, 2020. The basic and diluted loss per share for the three and nine months ended September 30, 2021 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended Nine Months Ended Numerator: Net loss $ (18,939) $ (32,969) Less: Net loss attributable to noncontrolling interests (13,639) (23,885) Net loss attributable to Rush Street Interactive, Inc. – basic $ (5,300) $ (9,084) Effect of dilutive securities: Warrants, net of amounts attributable to noncontrolling interests — (9,569) Net loss attributable to Rush Street Interactive, Inc. – diluted $ (5,300) $ (18,653) Denominator: Weighted average common shares outstanding – basic 59,191,384 55,148,218 Weighted average effect of dilutive securities: Public Warrants (1) — 782,283 Private Placement and Working Capital Warrants (1) — 558,190 Weighted average common shares outstanding – diluted 59,191,384 56,488,691 Net loss per Class A common share – basic $ (0.09) $ (0.16) Net loss per Class A common share – diluted $ (0.09) $ (0.33) _____________________________________ (1) Calculated using the treasury stock method. Shares of the Company’s Class V Common Stock do not participate in the earnings or losses of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share of Class V Common Stock under the two-class method has not been presented. The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive: RSILP Units (1) 159,958,729 Unvested Restricted Stock Units 3,239,836 Unvested Stock Options 119,319 _____________________________________ (1) These RSILP Units are held by the Sellers pursuant to the Business Combination, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled. |
Related Parties
Related Parties | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties Services Agreement At the Closing, Rush Street Gaming, LLC (“RSG”), a current affiliate of the Company controlled by Neil Bluhm and Greg Carlin, entered into a Services Agreement (the “Services Agreement”), pursuant to which, among other things, RSG and its affiliates provide certain specified services to the Company for a period of two years following the Closing, subject to extension and early termination, including, without limitation, services relating to legal and compliance, human resources and information technology (in each case as more fully described in the Services Agreement). RSG had provided similar services to RSILP prior to the Business Combination and the Services Agreement represents a continuation of those services and support. As compensation for RSG’s provision of these services, the Company reimburses RSG for (i) all third party costs, including fees and costs incurred in connection with any required consents, incurred in connection with the provision of services, (ii) its reasonable and documented out-of-pocket travel and related expenses as approved by the Company, and (iii) an allocable portion of payroll, benefits and overhead (calculated at 150% of an employee’s salary, bonus and benefits cost) with respect to RSG’s or its affiliates’ employees who perform or otherwise assist in providing the services. Expenses relating to support services were $0.3 million and $0.8 million for the three and nine months ended September 30, 2021, respectively, compared to $0.2 million and $0.8 million for the same periods in 2020, respectively. Payables due to RSG for support services were $0.3 million and $0.3 million at September 30, 2021 and December 31, 2020, respectively. These support services are recorded as General administration and other in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss and any payables to RSG are recorded as Accrued expenses within the accompanying Condensed Consolidated Balance Sheets. Affiliated Land-Based Casinos Neil Bluhm and Greg Carlin are owners, directors and/or officers of certain land-based casinos. The Company has entered into certain agreements with these affiliated land-based casinos that create strategic partnerships aimed to capture the online gaming, online sports betting and retail sports services markets in the various states and municipalities where the land-based casinos operate. Generally, the Company pays a royalty fee to the land-based casino (calculated as a percentage of the Company’s revenue less reimbursable costs as defined in the agreement) in exchange for the right to operate real-money online casino and/or online sports betting and social gaming under the gaming license of the land-based casinos. Royalties related to arrangements with affiliated casinos were $9.0 million and $36.3 million for the three and nine months ended September 30, 2021, compared to a credit of $2.8 million and expense of $10.4 million for the same periods in 2020, respectively, which were net of any consideration received from the affiliated casino for reimbursable costs, as well as costs that are paid directly by the affiliate casino on the Company’s behalf. Net royalties paid are recorded as Costs of revenue in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. In certain cases, the affiliate casino maintains the bank account that processes cash deposits and withdrawals for RSI customers. Accordingly, at any point in time, the Company will record a receivable from the affiliate, representing RSI total gaming revenue (with RSI customers) that was collected by the affiliate, less consideration payable to the affiliate for use of its license, which is offset by any consideration received from the affiliate based on the terms of the agreement. Receivables due from affiliate land-based casinos were $25.9 million and $28.8 million at September 30, 2021 and December 31, 2020, respectively. In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the land-based casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the nine months ended September 30, 2021 and 2020 were immaterial to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the consolidated financial statements as of September 30, 2021 or December 31, 2020. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims except as noted below. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. A complaint in a case Todd L. Anderson. vs. Rush Street Gaming, LLC and Rush Street Interactive, LLC , Case Number # 120CV04794 that was filed in the United States District Court for the Northern District of Illinois was served on the Company on August 18, 2020 and was subsequently amended and served on the Company on September 15, 2020. The amended complaint alleges that Todd Anderson was offered a 1% equity stake in RSILP in 2012 that was never issued and asserts breach of contract, promissory estoppel, constructive fraud, conversion, breach of fiduciary duty, and unjust enrichment. On October 13, 2020, RSILP filed a motion to dismiss all the alleged claims asserted in the complaint. On September 28, 2021, the court entered an order granting in part and denying in part RSILP's motion to dismiss, dismissing Mr. Anderson’s constructive fraud, breach of fiduciary duty and unjust enrichment claims, but allowing his remaining claims to proceed. On October 19, 2021, RSILP filed an answer to the amended complaint. The Company believes it has multiple defenses against the remaining claims and intends to defend the case vigorously. The potential result is not able to be estimated and, therefore, the Company has not recorded a loss or related accrual on its condensed consolidated financial statements related to this matter. Other Contractual Obligations 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 ($ in thousands): From October 1, 2021 to December 31, 2021 $ 7,867 Year ending December 31, 2022 17,683 Year ending December 31, 2023 12,060 Year ending December 31, 2024 2,081 Year ending December 31, 2025 10,131 Thereafter 14,702 Total (1) $ 64,524 _____________________________________ (1) Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.0 million, obligations under non-cancelable contracts with marketing vendors totaling $36.1 million, license and market access commitments totaling $26.3 million and other non-cancelable costs totaling $0.1 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid up until that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the Partner and includes such payments in the period in which the milestone date occurs. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2020 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 25, 2021 and as amended by Amendment No. 1 on Form 10-K/A and Amendment No. 2 on Form 10-K/A, as filed with the SEC on April 30, 2021 and May 7, 2021, respectively (collectively referred to herein as “Amended Annual Report”). These unaudited condensed consolidated financial statements include the accounts of the Company, its directly and indirectly wholly owned subsidiaries, and all entities in which the Company has a controlling interest. RSI is deemed to have a controlling interest of RSILP through its wholly owned subsidiary RSI GP, which is the sole general partner of RSILP. For consolidated entities that are less than wholly owned, the third party’s holding of an equity interest is presented as Non-controlling interests in the Company’s condensed consolidated balance sheets and Condensed Consolidated Statements of Equity (Deficit). The portion of net earnings attributable to the non-controlling interests is presented as Net loss attributable to non-controlling interests in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. All intercompany accounts and transactions have been eliminated upon consolidation. Pursuant to the Business Combination Agreement, the Business Combination was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, dMY was treated as the acquired company and RSILP was treated as the acquirer for financial statement reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of RSILP issuing stock for the net assets of dMY, accompanied by a recapitalization. RSILP was determined to be the accounting acquirer based on evaluation of the following facts and circumstances: • RSILP’s existing members, through their ownership of the Class V Common Stock, have the largest portion of the voting rights in the Company; • The Company's Board of Directors and management are primarily composed of individuals associated with RSILP; and • RSILP is the larger entity based on historical operating activity and has the larger employee base. Thus, the financial statements included in this Quarterly Report on Form 10-Q reflect: (i) the historical operating results of RSILP prior to the Reverse Recapitalization; (ii) the combined results of the RSILP and dMY following the Business Combination; and (iii) the acquired assets and liabilities of dMY stated at historical cost, with no goodwill or other intangible assets recorded. Certain prior period amounts have been reclassified to conform to the current period presentation, including the $18.4 million reclassification of negative Additional paid-in capital to Accumulated deficit as of December 31, 2020. Interim Unaudited Condensed Consolidated Financial Statements |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the consolidated financial statements relate to and include, but are not limited to: the valuation of share-based awards, long-lived assets and investments in equity; the estimated useful lives of property, equipment, and intangible assets; redemption rate assumptions associated with the player loyalty program and other discretionary player bonuses; deferred revenue relating to the Company’s social gaming revenue stream; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; valuation of the earnout interests liability; valuation of the warrant liabilities; and deferred taxes and amounts associated with the Tax Receivable Agreement entered into in connection with the Business Combination (the “Tax Receivable Agreement”). |
Internally Developed Software | Internally Developed Software Software that is developed for internal use is accounted for pursuant to Accounting Standards Codification (“ASC”) 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 perform as intended. These capitalized costs include compensation for employees who develop internal-use software and external costs related to development of internal-use 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 |
Investments in equity | Investments in equity The Company accounts for investments in equity that are within the scope of ASC 321-10, Investments - Equity Securities (“ASC 321-10”) as either (1) investments with a readily determinable fair value, which are recorded at fair value; or (2) investments without a readily determinable fair value, which are recorded at cost less any impairment. Equity investments that are initially concluded to not have a readily determinable fair value are reassessed at each reporting period. If the Company identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it measures the equity security at fair value as of the date that the observable transaction occurred using valuation techniques that are permitted under ASC 820, Fair Value Measurement. During the three and nine months ended September 30, 2021, the Company paid $1.5 million to acquire a less than 20% equity interest of Boom Entertainment, a business-to-business supplier and designer of free-to-play and regulated real money digital wagering content. The equity investment is accounted for in accordance with ASC 321-10 and the Company has elected to account for this equity investment at cost less impairment, because there is not a readily determinable fair value for this investment as of September 30, 2021. No impairment was recorded during the three and nine months ended September 30, 2021. The investment is recognized in Other assets as of the balance sheet date. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in ASC 740 and clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company adopted ASU 2019-12 on January 1, 2021, and the adoption had no impact on its condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) . Together with subsequent amendments, this ASU sets forth a “current expected credit loss” model, which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This ASU replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost, available-for-sale debt securities and applies to certain off-balance sheet credit exposures. This ASU is effective for the Company in calendar year 2023. The Company is currently assessing the impact of the adoption of this ASU on its condensed consolidated financial statements. |
Revenue Recognition (Table)
Revenue Recognition (Table) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregation of revenue for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended ($ in thousands) 2021 2020 2021 2020 Online casino and online sports betting $ 121,360 $ 76,937 $ 352,545 $ 175,459 Retail sports betting 545 264 1,744 478 Social gaming 1,015 1,036 3,251 2,515 Total revenue $ 122,920 $ 78,237 $ 357,540 $ 178,452 |
Summary of Revenue by Geographic Region | Revenue by geographic region for the three and nine months ended September 30, 2021 and 2020, is as follows: Three Months Ended Nine Months Ended ($ in thousands) 2021 2020 2021 2020 United States $ 113,966 $ 73,945 $ 331,025 $ 169,162 Colombia 8,954 4,292 26,515 9,290 Total revenue $ 122,920 $ 78,237 $ 357,540 $ 178,452 |
Summary of Deferred Revenue | The deferred revenue balances as of September 30, 2021 and December 31, 2020 were as follows: ($ in thousands) Deferred revenue balance at December 31, 2020 $ 1,797 Deferred revenue balance at September 30, 2021 3,822 Revenue recognized in the period from amounts included in deferred revenue at December 31, 2020 1,635 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | The Company has the following intangible assets, net as of September 30, 2021 and December 31, 2020: ($ in thousands) Weighted Gross Accumulated Net License Fees September 30, 2021 6.91 $ 16,107 $ (4,541) $ 11,566 December 31, 2020 8.03 $ 13,225 $ (3,475) $ 9,750 Internally Developed Software September 30, 2021 2.88 $ 2,985 $ (139) $ 2,846 December 31, 2020 — $ — $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The Company has the following accrued expenses as of September 30, 2021 and December 31, 2020: ($ in thousands) September 30, December 31, Accrued compensation and related expenses $ 4,111 $ 1,948 Accrued operating expenses 14,483 7,006 Accrued marketing expenses 23,946 12,093 Accrued professional fees 727 873 Due to affiliates 313 3,751 Other 1,412 1,371 Total accrued expenses $ 44,992 $ 27,042 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Level 3 Fair Value Measurement Inputs | The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: March 26, December 31, Exercise price $ 11.50 $ 11.50 Stock price $ 15.96 $ 22.76 Volatility 42.6% 41.4% Term (years) 4.77 5.0 Risk-free interest rate 0.76% 0.37% |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interests | The table below illustrates a rollforward of the non-controlling interest percentage during the nine months ended September 30, 2021: Non-Controlling Interest % Non-controlling interest % as of December 31, 2020: 76.89 % Issuance of RSILP units in connection with the vesting of earnout interest in January 2021 1.24 % Issuance of Class A Common Stock in connection with the exercise of the Warrants (4.98) % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.23) % Repurchases of Class A Common Stock 0.08 % Issuance of Class A Common Stock upon the conversion of RSILP Unit Exchanges (0.02) % Non-controlling interest % as of September 30, 2021: 72.98 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Black-Scholes Valuation Model Assumptions | The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions: September 30, 2021 Volatility rate 53.52 % Risk-free interest rate 1.66 % Average expected life (in years) 5.4 Dividend yield None |
Schedule of Restricted Stock Unit Activity | RSU and stock option activity for the nine months ended September 30, 2021 was as follows: RSUs Options Number of units Weighted average Number of units Weighted average Unvested balance at December 31, 2020 — $ — — $ — Granted 4,007,085 15.99 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (29,645) 18.16 (11,246) 7.41 Unvested balance at September 30, 2021 3,239,836 $ 16.01 119,319 $ 7.41 |
Schedule of Stock Option Activity | RSU and stock option activity for the nine months ended September 30, 2021 was as follows: RSUs Options Number of units Weighted average Number of units Weighted average Unvested balance at December 31, 2020 — $ — — $ — Granted 4,007,085 15.99 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (29,645) 18.16 (11,246) 7.41 Unvested balance at September 30, 2021 3,239,836 $ 16.01 119,319 $ 7.41 |
Schedule of Share-based Compensation Expense | Share-based compensation expense for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2021 2020 2021 2020 Costs of revenue $ 298 $ — $ 1,511 $ — Advertising and promotions 637 — 2,971 — General administration and other 3,533 36,023 16,223 103,282 Total share-based compensation expense $ 4,468 $ 36,023 $ 20,705 $ 103,282 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision for the three and nine months ended September 30, 2021 and 2020 is as follows: Three Months Ended September 30, Nine Months Ended September 30, ($ in thousands) 2021 2020 2021 2020 Income tax provision $ 1,225 $ — $ 3,781 $ — |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The basic and diluted loss per share for the three and nine months ended September 30, 2021 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended Nine Months Ended Numerator: Net loss $ (18,939) $ (32,969) Less: Net loss attributable to noncontrolling interests (13,639) (23,885) Net loss attributable to Rush Street Interactive, Inc. – basic $ (5,300) $ (9,084) Effect of dilutive securities: Warrants, net of amounts attributable to noncontrolling interests — (9,569) Net loss attributable to Rush Street Interactive, Inc. – diluted $ (5,300) $ (18,653) Denominator: Weighted average common shares outstanding – basic 59,191,384 55,148,218 Weighted average effect of dilutive securities: Public Warrants (1) — 782,283 Private Placement and Working Capital Warrants (1) — 558,190 Weighted average common shares outstanding – diluted 59,191,384 56,488,691 Net loss per Class A common share – basic $ (0.09) $ (0.16) Net loss per Class A common share – diluted $ (0.09) $ (0.33) _____________________________________ (1) Calculated using the treasury stock method. |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Shares Outstanding | The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive: RSILP Units (1) 159,958,729 Unvested Restricted Stock Units 3,239,836 Unvested Stock Options 119,319 _____________________________________ (1) These RSILP Units are held by the Sellers pursuant to the Business Combination, and may be exchanged, subject to certain restrictions, for Class A Common Stock. Upon exchange of an RSILP Unit, a share of Class V Common Stock is cancelled. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-cancelable Terms of Contracts | 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 ($ in thousands): From October 1, 2021 to December 31, 2021 $ 7,867 Year ending December 31, 2022 17,683 Year ending December 31, 2023 12,060 Year ending December 31, 2024 2,081 Year ending December 31, 2025 10,131 Thereafter 14,702 Total (1) $ 64,524 _____________________________________ (1) Includes operating lease and finance lease obligations under non-cancelable lease contracts totaling $2.0 million, obligations under non-cancelable contracts with marketing vendors totaling $36.1 million, license and market access commitments totaling $26.3 million and other non-cancelable costs totaling $0.1 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid up until that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the Partner and includes such payments in the period in which the milestone date occurs. |
Description of Business (Detail
Description of Business (Details) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 29, 2020 |
Class V Common Stock | |||
Description of Business | |||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | |
RSILP Acquisition | |||
Description of Business | |||
Percentage of common units acquired | 27.02% | 23.10% | |
RSILP | Owners Other Than Rush Street Interactive | |||
Description of Business | |||
Percentage of common units retained by sellers | 72.98% | 76.89% | 76.90% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Property and equipment, net | |||
Additional paid-in capital | $ (163,811) | $ 0 | |
Accumulated deficit | (70,976) | (61,892) | |
Investment in equity | 1,500 | $ 0 | |
Revision of Prior Period, Reclassification, Adjustment | |||
Property and equipment, net | |||
Additional paid-in capital | (18,400) | ||
Accumulated deficit | $ (18,400) | ||
Boom Shakalaka | |||
Property and equipment, net | |||
Investment in equity | $ 1,500 | ||
Equity interest acquired | 20.00% | ||
Minimum | Internally Developed Software | |||
Property and equipment, net | |||
Useful life of asset | 3 years | ||
Maximum | Internally Developed Software | |||
Property and equipment, net | |||
Useful life of asset | 4 years |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 122,920 | $ 78,237 | $ 357,540 | $ 178,452 |
Online casino and online sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 121,360 | 76,937 | 352,545 | 175,459 |
Retail sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 545 | 264 | 1,744 | 478 |
Social gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,015 | $ 1,036 | $ 3,251 | $ 2,515 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 122,920 | $ 78,237 | $ 357,540 | $ 178,452 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 113,966 | 73,945 | 331,025 | 169,162 |
Colombia | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 8,954 | $ 4,292 | $ 26,515 | $ 9,290 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenue (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue | $ 3,822 | $ 1,797 |
Revenue recognized in the period from amounts included in deferred revenue at December 31, 2020 | $ 1,635 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Net | $ 14,412 | $ 14,412 | $ 9,750 | ||
Amortization expense | 700 | $ 400 | $ 1,800 | $ 1,100 | |
License Fees | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 6 years 10 months 28 days | 8 years 10 days | |||
Gross Carrying Amount | 16,107 | $ 16,107 | $ 13,225 | ||
Accumulated Amortization | (4,541) | (4,541) | (3,475) | ||
Net | 11,566 | $ 11,566 | 9,750 | ||
Internally Developed Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 2 years 10 months 17 days | ||||
Gross Carrying Amount | 2,985 | $ 2,985 | 0 | ||
Accumulated Amortization | (139) | (139) | 0 | ||
Net | $ 2,846 | $ 2,846 | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related expenses | $ 4,111 | $ 1,948 |
Accrued operating expenses | 14,483 | 7,006 |
Accrued marketing expenses | 23,946 | 12,093 |
Accrued professional fees | 727 | 873 |
Due to affiliates | 313 | 3,751 |
Other | 1,412 | 1,371 |
Total accrued expenses | $ 44,992 | $ 27,042 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) $ / shares in Units, $ in Thousands | Mar. 26, 2021USD ($)shares | Jan. 13, 2021shares | Dec. 29, 2020$ / sharesshares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Mar. 31, 2021USD ($) | Feb. 22, 2021$ / sharesshares | Dec. 31, 2020USD ($) |
Class of Warrant or Right [Line Items] | ||||||||||
Fair value of warrants | $ | $ 0 | $ 0 | $ 170,109 | |||||||
Change in fair value of warrant liabilities | $ | $ 0 | $ 0 | $ 41,802 | $ 0 | ||||||
Class A Common Stock | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Shares issued during period (in shares) | 2,571,808 | 1,212,813 | 11,442,389 | |||||||
Class A Common Stock | Public Warrant Holder | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares issuable per warrant (in shares) | 1 | 11,500,000 | ||||||||
Share price (in USD per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Class A Common Stock | Private Warrant Holder | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of shares issuable per warrant (in shares) | 1 | |||||||||
Share price (in USD per share) | $ / shares | $ 11.50 | |||||||||
Public Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants exercised (in shares) | 11,442,389 | |||||||||
Exercise price (in USD per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||||
Cash proceeds from warrants exercised | $ | $ 131,600 | |||||||||
Warrants outstanding (in shares) | 0 | 0 | ||||||||
Public Warrants | Fair Value, Inputs, Level 1 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Fair value of warrants | $ | $ 77,500 | 88,100 | ||||||||
Private Warrants | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Warrants outstanding (in shares) | 0 | 0 | ||||||||
Private Warrants | Fair Value, Inputs, Level 3 | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Fair value of warrants | $ | $ 50,800 | $ 82,000 | ||||||||
IPO | dMY | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of units issued (in shares) | 23,000,000 | |||||||||
Price per unit (in USD per share) | $ / shares | $ 10 | |||||||||
IPO | dMY | Class A Common Stock | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion ratio | 1 | |||||||||
IPO | dMY | Warrant | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Conversion ratio | 0.5 | |||||||||
Private Placement | dMY | Warrant | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of units issued (in shares) | 75,000 | |||||||||
Private Placement | Private Warrants | dMY | ||||||||||
Class of Warrant or Right [Line Items] | ||||||||||
Number of units issued (in shares) | 6,600,000 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Level 3 Inputs (Details - Fair Value, Inputs, Level 3 - Private Warrants | Mar. 26, 2021$ / sharesyr | Dec. 31, 2020yr$ / shares |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 11.50 | 11.50 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 15.96 | 22.76 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.426 | 0.414 |
Term (years) | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | yr | 4.77 | 5 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.76 | 0.37 |
Earnout Interests Liability (De
Earnout Interests Liability (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 26, 2021 | Jan. 13, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Earnout Interests Liability [Line items] | ||||||
VWAP exceeded by company (in USD per share) | $ 14 | |||||
Number of trading days to calculate VWAPs | 10 days | |||||
Number of consecutive trading days to calculate VWAPs | 20 days | |||||
Change in fair value of earnout interests liability | $ 0 | $ 0 | $ 13,740 | $ 0 | ||
Class A Common Stock | ||||||
Earnout Interests Liability [Line items] | ||||||
Shares issued during period (in shares) | 2,571,808 | 1,212,813 | 11,442,389 | |||
Class V Common Stock | ||||||
Earnout Interests Liability [Line items] | ||||||
Shares issued during period (in shares) | 15,000,000 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 29, 2020 | |
Class A Common Stock | |||
Class of Stock [Line Items] | |||
Treasury stock repurchased (in shares) | 218,589 | ||
Average price of treasury stock repurchased (in USD per share) | $ 15.85 | ||
Total cost of treasury stock repurchased | $ 3.5 | ||
RSILP | Owners Other Than Rush Street Interactive | |||
Class of Stock [Line Items] | |||
Percentage of common units retained by sellers | 72.98% | 76.89% | 76.90% |
Equity - Schedule of Noncontrol
Equity - Schedule of Noncontrolling Interests (Details) - RSILP - Owners Other Than Rush Street Interactive | 9 Months Ended |
Sep. 30, 2021 | |
Noncontrolling Interest [Roll Forward] | |
Non-controlling interest percentage at beginning of period | 76.89% |
Issuance of RSILP units in connection with the vesting of earnout interest in January 2021 | 1.24% |
Issuance of Class A Common Stock in connection with the exercise of the Warrants | (4.98%) |
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants | (0.23%) |
Repurchases of Class A Common Stock | 0.08% |
Issuance of Class A Common Stock upon the conversion of RSILP Unit Exchanges | (0.02%) |
Non-controlling interest percentage at end of period | 72.98% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)shares | Sep. 30, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted (in shares) | shares | 0 | 130,565 |
Aggregate fair value of options granted | $ 0 | $ 1 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Units granted (in shares) | shares | 14,733 | 4,007,085 |
Aggregate fair value of units granted | $ 0.2 | $ 64.1 |
Unrecognized stock-based compensation expense | 43 | $ 43 |
Weighted-average vesting period of unrecognized stock-based compensation expense | 3 years 3 months 18 days | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense | $ 0.7 | $ 0.7 |
Weighted-average vesting period of unrecognized stock-based compensation expense | 3 years 3 months 18 days | |
Class A Common Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Aggregate number of shares reserved under equity incentive plan (in shares) | shares | 13,400,000 | 13,400,000 |
Share-Based Compensation - Blac
Share-Based Compensation - Black-Scholes Valuation Assumptions (Details) - Stock options | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility rate | 53.52% |
Risk-free interest rate | 1.66% |
Average expected life (in years) | 5 years 4 months 24 days |
Dividend yield | 0.00% |
Share-Based Compensation - RSU
Share-Based Compensation - RSU and Stock Option Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Number of units | ||
Unvested options outstanding at beginning of period (in shares) | 0 | |
Options granted (in shares) | 0 | 130,565 |
Options vested (in shares) | 0 | |
Options forfeited (in shares) | (11,246) | |
Unvested options outstanding at end of period (in shares) | 119,319 | 119,319 |
Weighted average grant price | ||
Weighted average grant price of options outstanding at beginning of period (in USD per share) | $ 0 | |
Weighted average grant price of options granted (in USD per share) | 7.41 | |
Weighted average grant price of options vested (in USD per share) | 0 | |
Weighted average grant price of options forfeited (in USD per share) | 7.41 | |
Weighted average grant price of options outstanding at end of period (in USD per share) | $ 7.41 | $ 7.41 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Options granted (in shares) | 0 | 130,565 |
RSUs | ||
Number of units | ||
Unvested units outstanding at beginning of period (in shares) | 0 | |
Units granted (in shares) | 14,733 | 4,007,085 |
Units vested (in shares) | (737,604) | |
Units forfeited (in shares) | (29,645) | |
Unvested units outstanding at end of period (in shares) | 3,239,836 | 3,239,836 |
Weighted average grant price | ||
Weighted average grant price of unvested units outstanding at beginning of period (in USD per shares) | $ 0 | |
Weighted average grant price of units granted (in USD per shares) | 15.99 | |
Weighted average grant price of units vested (in USD per shares) | 15.84 | |
Weighted average grant price of units forfeited (in USD per shares) | 18.16 | |
Weighted average grant price of unvested units outstanding at end of period (in USD per shares) | $ 16.01 | $ 16.01 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 4,468 | $ 36,023 | $ 20,705 | $ 103,282 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 298 | 0 | 1,511 | 0 |
Advertising and promotions | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 637 | 0 | 2,971 | 0 |
General administration and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 3,533 | $ 36,023 | $ 16,223 | $ 103,282 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 1,225 | $ 0 | $ 3,781 | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 29, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Income Tax [Line Items] | ||||||
Income tax expense | $ 1,225 | $ 0 | $ 3,781 | $ 0 | ||
Effective tax rates | (7.00%) | 0.00% | (13.00%) | 0.00% | ||
Unrecognized Tax Receivable Agreement liability | $ 42,500 | $ 42,500 | $ 51,600 | |||
Special Limited Partner | ||||||
Income Tax [Line Items] | ||||||
Tax Receivable Agreement, percentage of net certain tax benefits payable | 85.00% |
Loss Per Share - Schedule of Ba
Loss Per Share - Schedule of Basic and Diluted Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net loss | $ (18,939) | $ (13,954) | $ (76) | $ (26,494) | $ (50,590) | $ (12,943) | $ (32,969) | $ (90,027) |
Net loss attributable to non-controlling interests | (13,639) | $ 0 | (23,885) | $ 0 | ||||
Net loss attributable to Rush Street Interactive, Inc. - basic | (5,300) | (9,084) | ||||||
Effect of dilutive securities: | ||||||||
Warrants, net of amounts attributable to noncontrolling interests | 0 | (9,569) | ||||||
Net loss attributable to Rush Street Interactive, Inc. - diluted | $ (5,300) | $ (18,653) | ||||||
Denominator: | ||||||||
Weighted average common shares outstanding - basic (in shares) | 59,191,384 | 55,148,218 | ||||||
Weighted average effect of dilutive securities: | ||||||||
Public Warrants (in shares) | 0 | 782,283 | ||||||
Private Placement and Working Capital Warrants (in shares) | 0 | 558,190 | ||||||
Weighted average common shares outstanding - diluted (in shares) | 59,191,384 | 56,488,691 | ||||||
Net loss per Class A common share - basic (in USD per share) | $ (0.09) | $ (0.16) | ||||||
Net loss per Class A common share - diluted (in USD per share) | $ (0.09) | $ (0.33) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Anti-dilutive Securities (Details) | 9 Months Ended |
Sep. 30, 2021shares | |
RSILP Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares) | 159,958,729 |
Unvested Restricted Stock Units | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares) | 3,239,836 |
Unvested Stock Options | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Anti-dilutive securities excluded from computation of diluted shares outstanding (in shares) | 119,319 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Service Agreements | RSG | The Company | |||||
Related Party Transaction [Line Items] | |||||
Term of the agreement | 2 years | ||||
RSG | Service Agreements | |||||
Related Party Transaction [Line Items] | |||||
Percentage of employee's salary, bonus and benefits cost considered for payroll reimbursement | 150.00% | ||||
Expenses relating to related party | $ 0.3 | $ 0.2 | $ 0.8 | $ 0.8 | |
Payables due to related party | 0.3 | 0.3 | $ 0.3 | ||
Affiliated Land-Based Casinos | Royalty Agreements | |||||
Related Party Transaction [Line Items] | |||||
Royalties fees | 9 | 36.3 | $ 10.4 | ||
Royalties credit | $ (2.8) | ||||
Receivables due form related party | $ 25.9 | $ 25.9 | $ 28.8 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 15, 2020 | Sep. 30, 2021 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
From October 1, 2021 to December 31, 2021 | $ 7,867 | |
Year ending December 31, 2022 | 17,683 | |
Year ending December 31, 2023 | 12,060 | |
Year ending December 31, 2024 | 2,081 | |
Year ending December 31, 2025 | 10,131 | |
Thereafter | 14,702 | |
Total | 64,524 | |
Non-cancelable Lease Contract | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Operating and finance lease obligations | 2,000 | |
Non-cancelable Lease Contract with Marketing Vendors | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Operating and finance lease obligations | 36,100 | |
License and Market Access Commitments | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Operating and finance lease obligations | 26,300 | |
Other Non-cancelable Costs | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Operating and finance lease obligations | $ 100 | |
Todd L. Anderson vs Rush Street Gaming, LLC and Rush Street Interactive, LLC | Pending Litigation | ||
Loss Contingencies [Line Items] | ||
Alleged equity stake offered associated with legal proceeding | 1.00% |