Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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, $0.0001 par value per share | |
Trading Symbol | RSI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001793659 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 64,056,803 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 156,373,584 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 201,682 | $ 281,030 |
Restricted cash | 26,625 | 19,299 |
Players’ receivables | 7,153 | 5,829 |
Due from affiliates | 25,464 | 28,159 |
Prepaid expenses and other current assets | 11,133 | 7,433 |
Total current assets | 272,057 | 341,750 |
Intangible assets, net | 60,223 | 53,380 |
Property and equipment, net | 8,299 | 7,232 |
Operating lease right-of-use asset, net | 1,416 | 1,562 |
Other assets | 4,600 | 4,807 |
Total assets | 346,595 | 408,731 |
Current liabilities | ||
Accounts payable | 3,539 | 6,501 |
Accrued expenses | 54,222 | 48,287 |
Players’ liabilities | 31,568 | 24,160 |
Deferred royalty, short-term | 1,495 | 1,415 |
Operating lease liabilities, short-term | 548 | 509 |
Other current liabilities | 1,988 | 3,062 |
Total current liabilities | 93,360 | 83,934 |
Deferred royalty, long-term | 14,877 | 15,633 |
Operating lease liabilities, long-term | 899 | 1,148 |
Other long-term liabilities | 266 | 315 |
Total liabilities | 109,402 | 101,030 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Additional paid-in capital | 173,723 | 167,270 |
Accumulated other comprehensive income (loss) | (616) | (475) |
Accumulated deficit | (104,410) | (81,381) |
Total stockholders’ equity attributable to Rush Street Interactive, Inc. | 68,719 | 85,436 |
Non-controlling interests | 168,474 | 222,265 |
Total stockholders’ equity | 237,193 | 307,701 |
Total liabilities and stockholders’ equity | 346,595 | 408,731 |
Class A Common Stock | ||
Stockholders’ equity | ||
Common stock value | 6 | 6 |
Class V Common Stock | ||
Stockholders’ equity | ||
Common stock value | $ 16 | $ 16 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Class A Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 750,000,000 | 750,000,000 |
Common stock, issued (in shares) | 64,056,803 | 61,118,406 |
Common stock, outstanding (in shares) | 64,056,803 | 61,118,406 |
Class V Common Stock | ||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 156,373,584 | 158,702,329 |
Common stock, outstanding (in shares) | 156,373,584 | 158,702,329 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 143,736 | $ 122,800 | $ 278,674 | $ 234,620 |
Operating costs and expenses | ||||
Costs of revenue | 104,882 | 84,760 | 204,740 | 164,447 |
Advertising and promotions | 44,742 | 37,543 | 111,591 | 79,759 |
General administration and other | 16,610 | 11,768 | 32,150 | 28,332 |
Depreciation and amortization | 3,290 | 914 | 6,027 | 1,588 |
Total operating costs and expenses | 169,524 | 134,985 | 354,508 | 274,126 |
Loss from operations | (25,788) | (12,185) | (75,834) | (39,506) |
Other income (expenses) | ||||
Interest expense, net | (223) | (17) | (445) | (30) |
Change in fair value of warrant liabilities | 0 | 0 | 0 | 41,802 |
Change in fair value of earnout interests liability | 0 | 0 | 0 | (13,740) |
Total other income (expenses) | (223) | (17) | (445) | 28,032 |
Loss before income taxes | (26,011) | (12,202) | (76,279) | (11,474) |
Income tax expense | 2,335 | 1,752 | 4,337 | 2,556 |
Net loss | (28,346) | (13,954) | (80,616) | (14,030) |
Net loss attributable to non-controlling interests | (20,014) | (10,187) | (57,587) | (10,246) |
Net loss attributable to Rush Street Interactive, Inc. | $ (8,332) | $ (3,767) | $ (23,029) | $ (3,784) |
Net loss per common share attributable to Rush Street Interactive, Inc - basic (in dollars per share) | $ (0.13) | $ (0.06) | $ (0.37) | $ (0.07) |
Weighted average common shares outstanding - basic (in shares) | 63,976,146 | 59,163,547 | 62,889,746 | 53,093,129 |
Net loss per common share attributable to Rush Street Interactive, Inc. - diluted (in dollars per share) | $ (0.13) | $ (0.06) | $ (0.37) | $ (0.24) |
Weighted average common shares outstanding - diluted (in shares) | 63,976,146 | 59,163,547 | 62,889,746 | 55,452,029 |
COMPREHENSIVE LOSS | ||||
Net loss | $ (28,346) | $ (13,954) | $ (80,616) | $ (14,030) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | (1,923) | (268) | (409) | (892) |
Comprehensive loss | (30,269) | (14,222) | (81,025) | (14,922) |
Comprehensive loss attributable to non-controlling interests | (21,378) | (10,383) | (57,863) | (10,923) |
Comprehensive loss attributable to Rush Street Interactive, Inc. | $ (8,891) | $ (3,839) | $ (23,162) | $ (3,999) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Treasury Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit | Total Stockholders’ Equity Attributable To RSI | Non- Controlling Interests | Class A Common Stock | Class A Common Stock Common Stock | Class V Common Stock Common Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 44,792,517 | 160,000,000 | |||||||
Beginning balance at Dec. 31, 2020 | $ (267,329) | $ 0 | $ 0 | $ 93 | $ (61,892) | $ (61,779) | $ (205,550) | $ 4 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 571,239 | |||||||||
Share-based compensation | 11,576 | 2,557 | 2,557 | 9,019 | ||||||
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 | 70,144 | 70,146 | 189,749 | $ 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 | 79,779 | 79,779 | 285,009 | ||||||
Net loss | (76) | (17) | (17) | (59) | ||||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | 8,757 | 8,757 | (8,757) | ||||||
Ending balance (in shares) at Mar. 31, 2021 | 218,589 | 59,377,953 | 160,000,000 | |||||||
Ending balance at Mar. 31, 2021 | 364,765 | $ (850) | 161,237 | (50) | (61,909) | 98,450 | 266,315 | $ 6 | $ 16 | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 44,792,517 | 160,000,000 | |||||||
Beginning balance at Dec. 31, 2020 | (267,329) | $ 0 | 0 | 93 | (61,892) | (61,779) | (205,550) | $ 4 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (892) | |||||||||
Net loss | (14,030) | |||||||||
Ending balance (in shares) at Jun. 30, 2021 | 218,589 | 59,396,078 | 160,000,000 | |||||||
Ending balance at Jun. 30, 2021 | 354,867 | $ (850) | 162,532 | (122) | (65,676) | 95,906 | 258,961 | $ 6 | $ 16 | |
Beginning balance (in shares) at Mar. 31, 2021 | 218,589 | 59,377,953 | 160,000,000 | |||||||
Beginning balance at Mar. 31, 2021 | 364,765 | $ (850) | 161,237 | (50) | (61,909) | 98,450 | 266,315 | $ 6 | $ 16 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 18,125 | |||||||||
Share-based compensation | 4,661 | 1,259 | 1,259 | 3,402 | ||||||
Foreign currency translation adjustment | (268) | (72) | (72) | (196) | ||||||
Distributions paid to non-controlling interest holders | (337) | |||||||||
Net loss | (13,954) | (3,767) | (3,767) | (10,187) | ||||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | 36 | 36 | (36) | ||||||
Ending balance (in shares) at Jun. 30, 2021 | 218,589 | 59,396,078 | 160,000,000 | |||||||
Ending balance at Jun. 30, 2021 | 354,867 | $ (850) | 162,532 | (122) | (65,676) | 95,906 | 258,961 | $ 6 | $ 16 | |
Beginning balance (in shares) at Dec. 31, 2021 | 61,118,406 | 158,702,329 | ||||||||
Beginning balance at Dec. 31, 2021 | 307,701 | 167,270 | (475) | (81,381) | 85,436 | 222,265 | $ 6 | $ 16 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation | 3,937 | 1,145 | 1,145 | 2,792 | ||||||
Foreign currency translation adjustment | 1,514 | 426 | 426 | 1,088 | ||||||
Issuance of Class A Common Stock upon exercise of Warrants (in shares) | 11,442,389 | 2,808,745 | (2,808,745) | |||||||
Net loss | (52,270) | (14,697) | (14,697) | (37,573) | ||||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | 3,458 | (8) | 3,450 | (3,450) | |||||
Ending balance (in shares) at Mar. 31, 2022 | 63,927,151 | 155,893,584 | ||||||||
Ending balance at Mar. 31, 2022 | 260,882 | 171,873 | (57) | (96,078) | 75,760 | 185,122 | $ 6 | $ 16 | ||
Beginning balance (in shares) at Dec. 31, 2021 | 61,118,406 | 158,702,329 | ||||||||
Beginning balance at Dec. 31, 2021 | 307,701 | 167,270 | (475) | (81,381) | 85,436 | 222,265 | $ 6 | $ 16 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Foreign currency translation adjustment | (409) | |||||||||
Net loss | (80,616) | |||||||||
Ending balance (in shares) at Jun. 30, 2022 | 64,056,803 | 156,373,584 | ||||||||
Ending balance at Jun. 30, 2022 | 237,193 | 173,723 | (616) | (104,410) | 68,719 | 168,474 | $ 6 | $ 16 | ||
Beginning balance (in shares) at Mar. 31, 2022 | 63,927,151 | 155,893,584 | ||||||||
Beginning balance at Mar. 31, 2022 | 260,882 | 171,873 | (57) | (96,078) | 75,760 | 185,122 | $ 6 | $ 16 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Share-based compensation (in shares) | 69,652 | |||||||||
Share-based compensation | 3,880 | 1,128 | 1,128 | 2,752 | ||||||
Foreign currency translation adjustment | (1,923) | (559) | (559) | (1,364) | ||||||
Acquisition of trademark intangible asset (in shares) | 60,000 | 480,000 | ||||||||
Acquisition of trademark intangible asset | 2,700 | 786 | 786 | 1,914 | ||||||
Net loss | (28,346) | (8,332) | (8,332) | (20,014) | ||||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | (64) | (64) | 64 | ||||||
Ending balance (in shares) at Jun. 30, 2022 | 64,056,803 | 156,373,584 | ||||||||
Ending balance at Jun. 30, 2022 | $ 237,193 | $ 173,723 | $ (616) | $ (104,410) | $ 68,719 | $ 168,474 | $ 6 | $ 16 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | ||
Cash flows from operating activities | |||
Net loss | $ (80,616) | $ (14,030) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation expense | 7,817 | 16,237 | |
Depreciation and amortization expense | 6,027 | 1,588 | |
Deferred income taxes | 46 | (437) | |
Noncash lease expense | 241 | 139 | |
Change in fair value of earnout interests liability | 0 | 13,740 | |
Change in fair value of warrant liabilities | 0 | (41,802) | |
Changes in operating assets and liabilities: | |||
Players’ receivables | (1,324) | (3,931) | |
Due from affiliates | 2,695 | 14,133 | |
Prepaid expenses and other current assets | (3,700) | 263 | |
Other assets | 161 | (491) | |
Accounts payable | (3,049) | (6,693) | |
Accrued expenses and other current liabilities | 4,008 | 3,521 | |
Players’ liabilities | 7,408 | 7,310 | |
Deferred royalty | (676) | (41) | |
Lease liabilities | (302) | 71 | |
Net cash used in operating activities | (61,264) | (10,423) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,769) | (844) | |
Acquisition of gaming licenses | (1,027) | (2,349) | |
Internally developed software costs | (5,578) | (1,820) | |
Investment in long-term time deposits | 0 | (250) | |
Acquisition of trademark intangible asset, net of cash acquired | (1,540) | 0 | |
Net cash used in investing activities | (9,914) | (5,263) | |
Cash flows from financing activities | |||
Proceeds from shares issued for warrants | 0 | 131,588 | |
Repurchase of common stock | 0 | (3,465) | |
Principal payments of finance lease liabilities | (455) | (457) | |
Distributions paid to non-controlling interest holders | 0 | (337) | |
Net cash (used in) provided by financing activities | (455) | 127,329 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (389) | (888) | |
Net change in cash, cash equivalents and restricted cash | (72,022) | 110,755 | |
Cash, cash equivalents and restricted cash, at the beginning of the period | [1] | 300,329 | 262,065 |
Cash, cash equivalents and restricted cash, at the end of the period | [1] | 228,307 | 372,820 |
Supplemental disclosure of noncash investing and financing activities: | |||
Right-of-use assets obtained in exchange for new or modified finance lease liabilities | 410 | 1,374 | |
Right-of-use assets obtained in exchange for new or modified operating lease liabilities | 196 | 0 | |
Non-cash redemption of Private Placement and Working Capital Warrants | 0 | 50,798 | |
Non-cash settlement of Public Warrants | 0 | 77,509 | |
Non-cash settlement of Earnout Interests Liability | 0 | 364,788 | |
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 3,386 | 8,793 | |
Class V Common stock issued to acquire trademark intangible asset | 2,400 | 0 | |
Class A Common stock issued to acquired trademark intangible asset | 300 | 0 | |
Increase in accounts payable for property and equipment purchases | 87 | 17 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 5,025 | 2,313 | |
Cash paid for interest | $ 476 | $ 14 | |
[1]Cash and cash equivalents and Restricted cash are each presented separately on the condensed consolidated balance sheets. |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
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., Canadian and Latin American 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. 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. 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 such as a recession. 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. Beyond disruptions in normal business operations, the COVID-19 pandemic has had a continued impact on consumer habits and preferences, with many consumers opting to avoid crowded public places such as land-based casinos. COVID-19 has also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which has tended to reduce customers’ use of, and spending on, our sports betting offerings. Most major professional sports leagues have largely resumed their activities in accordance with their planned schedules. The continued return of major sports and sporting events has generated significant interest and user activity in our sports betting product offerings. However, the possibility remains that sports seasons and sporting events may be rescheduled, reconfigured, suspended, postponed and/or cancelled due to COVID-19 outbreaks. The Company’s revenues vary based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from COVID-19 may 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 future effects of COVID-19 and the related impacts 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 significant 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 implemented business continuity programs to help ensure that our personnel were safe and that the business continues to function with minimal disruptions to normal work operations while personnel worked 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 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, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 7, 2022. 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, third party holdings of equity interests are presented as Non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity (deficit). The portion of net earnings attributable to the non-controlling interests is presented as Net loss attributable to non-controlling interests and Comprehensive loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss. All intercompany accounts and transactions have been eliminated upon consolidation. The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the combined company’s assets are held by RSILP and the Company’s primary 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). The Company controls RSILP through RSI GP, the general partner of RSILP. The non-controlling interest represents the Class A Common Units of RSILP (“RSILP Units”) held by holders other than the Company. As of June 30, 2022, the Company owned 29.06% of the RSILP Units and the holders of the non-controlling interest owned 70.94% of the RSILP Units. Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the condensed consolidated financial statements. Interim Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of June 30, 2022, the condensed consolidated statements of operations, comprehensive loss, changes in equity for the three and six months ended June 30, 2022 and 2021, and the condensed consolidated statement of cash flows for the six months ended June 30, 2022 and 2021 are unaudited. The condensed consolidated balance sheet as of December 31, 2021 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year. Use of Estimates The preparation of condensed 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 condensed 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 condensed 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 Company’s 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 (the “Tax Receivable Agreement”) entered into in connection with the closing on December 29, 2020 of the transactions contemplated in the Business Combination Agreement (the “Closing”). Intangible Assets, Net Trademark Asset On June 10, 2022, the Company entered into an agreement to purchase all of the equity interests of Rush Street Productions, LLC, a Delaware limited liability company (“RSP”), in exchange for $1.5 million cash (net of $0.7 million cash acquired), 480,000 RSILP Units and the same number of newly issued Class V Common Stock, par value $0.0001 per share of the Company (the “Class V Common Stock”), valued at $2.4 million and 60,000 Class A Common Stock of the Company valued at $0.3 million. The Company also assumed $0.5 million of outstanding liabilities and incurred $0.4 million of transaction costs directly attributable to the acquisition. To account for the transaction, the Company applied the definition of a business in ASC 805-10, Business Combinations – Overall and concluded that the asset set acquired does not constitute a business as substantially all of the fair value of the acquired assets was concentrated in a single asset. Therefore, the transaction has been accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues . The acquired trademark asset represents an intangible assets that is recognized at its relative fair value in accordance with ASC 350-30, General Intangibles Other Than Goodwill . Goodwill is not recognized in an asset acquisition and, as such, any consideration that exceeds the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. The Company capitalized a $5.1 million trademark intangible asset representing the total consideration paid of $4.2 million, assumed liabilities of $0.5 million, and legal and consulting fees incurred that were directly attributable to the asset acquisition of $0.4 million. The asset is recognized in Intangible Assets, Net on the Company’s condensed consolidated balance sheet as of June 30, 2022 and is amortized over the estimated useful life of five years using the straight-line method. The asset acquisition is presented on the condensed consolidated statement of cash flows as Net cash used in investing activities. Foreign Currency Gains and Losses The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters , using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of Accumulated other comprehensive income (loss). If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction losses were $0.5 million and $0.6 million for the three and six months ended June 30, 2022, respectively, as compared to less than $0.1 million for the same periods in 2021. Amounts are recorded in General administrative and other on the Company’s condensed consolidated statement of operations. Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“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. In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s revenue from contracts with customers is derived from 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, a series of sporting events, a sports-related activity or a series of sports-related activities, 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 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, plus or minus the change in unclaimed tickets for settled retail 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. 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 users to enjoy free-to-play games that use virtual credits. While virtual credits are issued to users for free, some users 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 users upon the redemption of virtual credits. Deferred revenue is recorded when users 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 six months ended June 30, 2022 and 2021, is as follows: Three Months Ended Six Months Ended ($ in thousands) 2022 2021 2022 2021 Online casino and online sports betting $ 141,174 $ 121,207 $ 272,832 $ 231,185 Retail sports betting 1,679 572 4,009 1,199 Social gaming 883 1,021 1,833 2,236 Total revenue $ 143,736 $ 122,800 $ 278,674 $ 234,620 Revenue by geographic region for the three and six months ended June 30, 2022 and 2021, is as follows: Three Months Ended Six Months Ended ($ in thousands) 2022 2021 2022 2021 United States and Canada $ 130,546 $ 111,756 $ 253,080 $ 217,059 Latin America, including Mexico 13,190 11,044 25,594 17,561 Total revenue $ 143,736 $ 122,800 $ 278,674 $ 234,620 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 June 30, 2022 and December 31, 2021 were as follows: ($ in thousands) Deferred revenue balance at December 31, 2021 $ 4,637 Deferred revenue balance at June 30, 2022 $ 4,549 Revenue recognized in the period from amounts included in deferred revenue at December 31, 2021 $ 4,637 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The Company has the following intangible assets, net as of June 30, 2022 and December 31, 2021: ($ in thousands) Weighted Gross Accumulated Net License Fees June 30, 2022 9.65 $ 50,070 $ (8,942) $ 41,128 December 31, 2021 8.61 $ 49,226 $ (5,582) $ 43,644 Internally Developed Software June 30, 2022 2.63 $ 9,669 $ (1,138) $ 8,531 December 31, 2021 2.96 $ 4,091 $ (286) $ 3,805 Developed Technology June 30, 2022 7.50 $ 5,931 $ (371) $ 5,560 December 31, 2021 8.00 $ 5,931 $ — $ 5,931 Trademark Asset June 30, 2022 4.96 $ 5,088 $ (84) $ 5,004 December 31, 2021 — $ — $ — $ — Amortization expense was $2.8 million and $5.0 million for the three and six months ended June 30, 2022, respectively, compared to amortization expense of $0.6 million and $1.1 million for the same respective periods in 2021. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The Company has the following accrued expenses as of June 30, 2022 and December 31, 2021: ($ in thousands) June 30, December 31, Accrued compensation and related expenses $ 5,517 $ 6,038 Accrued operating expenses 21,477 15,955 Accrued marketing expenses 23,993 21,948 Accrued professional fees 1,657 1,753 Due to affiliates 640 1,005 Other 938 1,588 Total accrued expenses $ 54,222 $ 48,287 |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Warrant Liabilities As part of the initial public offering of dMY Technology Group, Inc. (“dMY”), dMY issued to third-party investors 23.0 million units, consisting of one share of dMY’s Class A common stock (“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 allowed 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 condensed consolidated balance sheet at fair value as of each reporting date, with subsequent changes in their respective fair values recognized in its condensed 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 March 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 (of which $0.1 million was not received until April 2021) and the issuance of 11,442,389 shares of Class A Common Stock. None of the Public Warrants remained outstanding as of June 30, 2022 or December 31, 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. 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 remained outstanding as of June 30, 2022 or December 31, 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 Private Warrants were valued as of March 26, 2021 (i.e., the exercise date). The following table provides quantitative information regarding Level 3 fair value measurement inputs at their measurement dates: March 26, Exercise price $ 11.50 Stock price $ 15.96 Volatility 42.6% Term (years) 4.77 Risk-free interest rate 0.76% The fair value of the Private Warrants was $50.8 million as of March 26, 2021. The Company recorded $41.8 million to Change in fair value of warrant liabilities on the 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 respective dates of exercise. The following table summarizes the fair values of Warrant liabilities and change in fair value at each measurement date: Public Warrants (Level 1) Private Warrants (Level 3) Total Fair value of warrants at December 31, 2020 $ 88,079 $ 82,030 $ 170,109 Change in fair value of warrant liabilities (10,570) (31,232) (41,802) Fair value of warrants at redemption (1) (77,509) (50,798) (128,307) Fair value of warrants at June 30, 2021 $ — $ — $ — (1) This amount represents the change in fair value of warrant liabilities, excluding the effect of $4.0 million of transactions costs incurred in connection with the issuance of the Warrants. |
Earnout Interests Liability
Earnout Interests Liability | 6 Months Ended |
Jun. 30, 2022 | |
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 fiscal 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 condensed consolidated statements of operations, 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. Earnout Interests Liability Total December 31, 2020 $ 351,048 Change in fair value of earnout interests liability 13,740 Settlement of earnout interests liability (364,788) June 30, 2021 $ — |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | Equity Non-Controlling Interest The non-controlling interest represents the RSILP Units held by holders other than the Company. The non-controlling interests owned 70.94% and 72.20% of the RSILP Units outstanding as of June 30, 2022 and December 31, 2021, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the six months ended June 30, 2022: Non-Controlling Interest % Non-controlling interest % as of December 31, 2021: 72.20 % Issuance of Class A Common Stock upon RSILP Unit Exchanges (1.28) % Issuance of Class A Common Stock to acquire trademark intangible asset (0.02) % Issuance of Class V Common Stock to acquire trademark intangible assets 0.06 % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.02) % Non-controlling interest % as of June 30, 2022: 70.94 % The non-controlling interests owned 73.00% and 76.89% (which excluded the earnout interests that did not vest until January 2021) of the RSILP Units outstanding, as of June 30, 2021 and December 31, 2020, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the six months ended June 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) % Repurchases of Class A Common Stock 0.08 % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.23) % Non-controlling interest % as of June 30, 2021: 73.00 % Treasury Stock During the six months ended June 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 were considered issued but not outstanding. The Company subsequently reissued the repurchased shares in connection with the issuance of shares under the 2020 Plan (as defined below) during the year ended December 31, 2021. No treasury shares remain outstanding as of June 30, 2022 or December 31, 2021. |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
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. Upon adoption of the 2020 Plan, there was 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 247,500 and 3,992,352 restricted stock units (“RSUs”) during the six months ended June 30, 2022 and 2021, respectively. The Company’s outstanding awards are based on service conditions and other awards that 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 six months ended June 30, 2022 and 2021. Previously granted stock options that remain outstanding as of June 30, 2022 were valued using a Black-Scholes valuation model. RSU and stock option activity for the six months ended June 30, 2022 and 2021 was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2021 3,076,158 $ 16.08 96,827 $ 7.41 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 7.41 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 7.41 RSUs Options Number of units Weighted average Number of options Weighted-average Unvested balance at December 31, 2020 — $ — — $ — Granted 3,992,352 16.00 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (8,000) 15.85 — — Unvested balance at June 30, 2021 3,246,748 $ 15.85 130,565 $ 7.41 The aggregate fair value of the RSUs granted during the three months ended June 30, 2022 and 2021, was approximately $1.2 million and $6.1 million, respectively. The aggregate fair value of the RSUs granted during the six months ended June 30, 2022 and 2021, was approximately $1.3 million and $63.9 million, respectively. As of June 30, 2022, the Company had unrecognized stock-based compensation expense related to RSUs and stock options of approximately $40.5 million and $0.4 million, respectively, which is expected to be recognized over the remaining weighted-average vesting period of 1.4 years. The Company’s stock options outstanding as of June 30, 2022 have intrinsic values of nil and none of the vested stock options were exercised as of June 30, 2022. Share-based compensation expense for the six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Costs of revenue $ 246 $ 298 $ 490 $ 1,213 Advertising and promotions 511 636 1,016 2,334 General administration and other 3,123 3,727 6,311 12,690 Total share-based compensation expense $ 3,880 $ 4,661 $ 7,817 $ 16,237 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for the six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Income tax provision $ 2,335 $ 1,752 $ 4,337 $ 2,556 The Company recognized federal, state and foreign income tax expense of $2.3 million and $4.3 million during the three and six months ended June 30, 2022, respectively, compared to $1.8 million and $2.6 million during the same periods in 2021. The effective tax rates for the three and six months ended June 30, 2022 were (8.98)%, and (5.69)%, respectively, and were (14.36)% and (22.28)% during the same periods in 2021. The difference between the Company’s effective tax rate 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, valuation allowances recorded on deferred tax assets in foreign jurisdictions where the Company recently began operating, non-taxable income / (loss) attributable to non-controlling interest and income tax rate differences related to the Company’s Colombia operations for which both current and deferred taxes were recorded. 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. 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) realizes (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 applies a full valuation allowance to 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 June 30, 2022 and December 31, 2021 was $52.6 million and $46.2 million, respectively. The increase in the liability is primarily due to the issuance of Class A Common Stock upon RSILP Unit exchanges. Due to the fact that the Company's deferred tax assets and corresponding Tax Receivable Agreement liability are unrecognized, this increase had no impact on the condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss. |
Loss Per Share
Loss Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (28,346) $ (13,954) $ (80,616) $ (14,030) Less: Net loss attributable to non-controlling interests (20,014) (10,187) (57,587) (10,246) Net loss attributable to Rush Street Interactive, Inc. – basic $ (8,332) $ (3,767) $ (23,029) $ (3,784) Effect of dilutive securities: Warrants, net of amounts attributable to non-controlling interests — — — (9,569) Net loss attributable to Rush Street Interactive, Inc. – diluted $ (8,332) $ (3,767) $ (23,029) $ (13,353) Denominator: Weighted average common shares outstanding – basic 63,976,146 59,163,547 62,889,746 53,093,129 Weighted average effect of dilutive securities: Public Warrants (1) — — — 1,376,624 Private Placement and Working Capital Warrants (1) — — — 982,276 Weighted average common shares outstanding – diluted 63,976,146 59,163,547 62,889,746 55,452,029 Net loss per Class A common share – basic $ (0.13) $ (0.06) $ (0.37) $ (0.07) Net loss per Class A common share – diluted $ (0.13) $ (0.06) $ (0.37) $ (0.24) _____________________________________ (1) Calculated using the treasury stock method. The Class V Common Stock does not participate in the Company’s earnings or losses and is therefore not a participating security. 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: Six Months Ended June 30, 2022 2021 RSILP Units (1) 156,373,584 160,000,000 Unvested Restricted Stock Units 3,148,104 3,246,748 Unvested Stock Options 64,549 130,565 _____________________________________ (1) RSILP Units that are held by non-controlling interest holders, 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 | 6 Months Ended |
Jun. 30, 2022 | |
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, Executive Chairman, entered into a Services Agreement (the “Services Agreement”), pursuant to which, among other things, RSG or certain of 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, certain services such as government affairs, certain business development, insurance and other services (in each case as more fully described in the Services Agreement). RSG and its affiliates 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 the provision of these services, the Company reimburses RSG and its affiliates 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 $0.1 million and $0.3 million for the three and six months ended June 30, 2022, compared to $0.2 million and $0.5 million for the same periods in 2021, respectively. Payables due to RSG for support services were $0.3 million and $0.1 million at June 30, 2022 and December 31, 2021, respectively. These support services are recorded as General administration and other in the accompanying condensed consolidated statements of operations and any payables to RSG are recorded as Accrued expenses within the accompanying condensed consolidated balance sheets. Affiliated Land-Based Casinos Neil Bluhm and his adult children (including Ms. Leslie Bluhm), through their individual capacities, entities or trusts that they have created for the benefit of themselves or their family members, and Greg Carlin, through his individual capacity, entities or trusts that he has created for the benefit of himself or his family members, are direct or indirect 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 applicable 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 $13.9 million and $23.4 million for the three and six months ended June 30, 2022 compared to $14.5 million and $27.3 million for the same periods in 2021, 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. 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 applicable agreement. Receivables due from affiliated land-based casinos were $25.5 million and $28.2 million at June 30, 2022 and December 31, 2021, 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 three and six months ended June 30, 2022 and 2021 were not material 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 condensed consolidated financial statements as of June 30, 2022 or December 31, 2021. Purchase of RSP During the six months ended June 30, 2022, the Company purchased all of the equity interests of RSP, a poker-related production company that owns certain poker-related assets, including Poker Night in America, a television program focused on poker games and tournaments. On June 10, 2022, Messrs. Neil Bluhm and Greg Carlin forfeited their limited liability company interests in RSP, resulting in Mr. Todd Anderson being the sole owner of RSP. The Company then purchased from Mr. Anderson 100% of the limited liability company interests in RSP for an aggregate purchase price of approximately $4.7 million, comprised of cash, Class V Common Stock, RSILP Units, Class A Common Stock and assumed liabilities (the “RSP Acquisition”). The Company obtained an independent valuation report as to the fair market value of RSP to support the purchase price being paid for the RSP Acquisition. As part of the RSP Acquisition, the Company employed Mr. Anderson and two other RSP employees. Mr. Anderson received all of the proceeds from the RSP |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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, and as of June 10, 2022, the parties entered into a Settlement Agreement (the “Settlement Agreement”), pursuant to which the case and all remaining claims were dismissed with prejudice on June 13, 2022 pursuant to a joint stipulation of the parties and which facilitated the RSP Acquisition. The Audit Committee of the Board approved the Settlement Agreement in accordance with the Company’s Related-Party Transactions Policy, and the Board (with Mr. Neil Bluhm and certain other directors abstaining) approved the same. For additional information about the Settlement Agreement, see Note 12. 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): Remainder of 2022 $ 15,630 Year ending December 31, 2023 16,399 Year ending December 31, 2024 6,738 Year ending December 31, 2025 8,832 Year ending December 31, 2026 3,924 Thereafter 25,074 Total (1) $ 76,597 _____________________________________ (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 $24.0 million, and license and market access commitments totaling $50.6 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through 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) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation and Interim Unaudited Condensed Consolidated Financial Statements | 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 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, 2021 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 7, 2022. 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, third party holdings of equity interests are presented as Non-controlling interests in the Company’s condensed consolidated balance sheets and condensed consolidated statements of changes in equity (deficit). The portion of net earnings attributable to the non-controlling interests is presented as Net loss attributable to non-controlling interests and Comprehensive loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations and condensed consolidated statements of comprehensive loss. All intercompany accounts and transactions have been eliminated upon consolidation. The Company is organized as an umbrella partnership-C corporation, or UP-C, structure, as a result of the transactions contemplated in the Business Combination Agreement, dated as of July 27, 2020, among RSILP, the sellers set forth on the signature pages thereto (collectively, the “Sellers” and each, a “Seller”), dMY Sponsor, LLC (the “Sponsor”) and Rush Street Interactive GP, LLC (as amended and/or restated from time to time, the “Business Combination Agreement” and the transactions contemplated thereby, the “Business Combination”). As an UP-C, substantially all of the combined company’s assets are held by RSILP and the Company’s primary 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). The Company controls RSILP through RSI GP, the general partner of RSILP. The non-controlling interest represents the Class A Common Units of RSILP (“RSILP Units”) held by holders other than the Company. As of June 30, 2022, the Company owned 29.06% of the RSILP Units and the holders of the non-controlling interest owned 70.94% of the RSILP Units. |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications had no impact on the Company’s reported total revenues, expenses, net loss, current assets, total assets, current liabilities, total liabilities, stockholders’ equity, non-controlling interests or cash flows. No reclassifications of prior period balances were material to the condensed consolidated financial statements. |
Use of Estimates | Use of EstimatesThe preparation of condensed 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 condensed 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 condensed 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 Company’s 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 (the “Tax Receivable Agreement”) entered into in connection with the closing on December 29, 2020 of the transactions contemplated in the Business Combination Agreement (the “Closing”). |
Intangible Assets, Net | Intangible Assets, Net Trademark Asset On June 10, 2022, the Company entered into an agreement to purchase all of the equity interests of Rush Street Productions, LLC, a Delaware limited liability company (“RSP”), in exchange for $1.5 million cash (net of $0.7 million cash acquired), 480,000 RSILP Units and the same number of newly issued Class V Common Stock, par value $0.0001 per share of the Company (the “Class V Common Stock”), valued at $2.4 million and 60,000 Class A Common Stock of the Company valued at $0.3 million. The Company also assumed $0.5 million of outstanding liabilities and incurred $0.4 million of transaction costs directly attributable to the acquisition. To account for the transaction, the Company applied the definition of a business in ASC 805-10, Business Combinations – Overall and concluded that the asset set acquired does not constitute a business as substantially all of the fair value of the acquired assets was concentrated in a single asset. Therefore, the transaction has been accounted for as an asset acquisition in accordance with ASC 805-50, Business Combinations — Related Issues . The acquired trademark asset represents an intangible assets that is recognized at its relative fair value in accordance with ASC 350-30, General Intangibles Other Than Goodwill . Goodwill is not recognized in an asset acquisition and, as such, any consideration that exceeds the fair value of the net assets acquired is allocated to the identifiable assets based on relative fair values. The Company capitalized a $5.1 million trademark intangible asset representing the total consideration paid of $4.2 million, assumed liabilities of $0.5 million, and legal and consulting fees incurred that were directly attributable to the asset acquisition of $0.4 million. The asset is recognized in Intangible Assets, Net on the Company’s condensed consolidated balance sheet as of June 30, 2022 and is amortized over the estimated useful life of five years using the straight-line method. The asset acquisition is presented on the condensed consolidated statement of cash flows as Net cash used in investing activities. |
Foreign Currency Gains and Losses | Foreign Currency Gains and Losses The financial statements of foreign subsidiaries are translated into U.S. dollars in accordance with ASC 830, Foreign Currency Matters , using period-end exchange rates for assets and liabilities, and average exchange rates for the period for revenues, costs and expenses. The U.S. dollar effects that arise from translating the net assets of these subsidiaries at changing rates are recorded in the foreign currency translation adjustment account, which is included in equity as a component of Accumulated other comprehensive income (loss). If transactions are recorded in a currency other than the subsidiary’s functional currency, remeasurement into the functional currency is required and may result in transaction gains or losses. Transaction losses were $0.5 million and $0.6 million for the three and six months ended June 30, 2022, respectively, as compared to less than $0.1 million for the same periods in 2021. Amounts are recorded in General administrative and other on the Company’s condensed consolidated statement of operations. |
Recent Accounting Pronouncements Not Yet Adopted | Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued Accounting Standards Update (“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. In August 2020, the FASB issued ASU 2020-6, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. This ASU is effective for the Company for fiscal years beginning after December 15, 2023, |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregation of revenue for the three and six months ended June 30, 2022 and 2021, is as follows: Three Months Ended Six Months Ended ($ in thousands) 2022 2021 2022 2021 Online casino and online sports betting $ 141,174 $ 121,207 $ 272,832 $ 231,185 Retail sports betting 1,679 572 4,009 1,199 Social gaming 883 1,021 1,833 2,236 Total revenue $ 143,736 $ 122,800 $ 278,674 $ 234,620 |
Summary of Revenue by Geographic Region | Revenue by geographic region for the three and six months ended June 30, 2022 and 2021, is as follows: Three Months Ended Six Months Ended ($ in thousands) 2022 2021 2022 2021 United States and Canada $ 130,546 $ 111,756 $ 253,080 $ 217,059 Latin America, including Mexico 13,190 11,044 25,594 17,561 Total revenue $ 143,736 $ 122,800 $ 278,674 $ 234,620 |
Summary of Deferred Revenue | The deferred revenue balances as of June 30, 2022 and December 31, 2021 were as follows: ($ in thousands) Deferred revenue balance at December 31, 2021 $ 4,637 Deferred revenue balance at June 30, 2022 $ 4,549 Revenue recognized in the period from amounts included in deferred revenue at December 31, 2021 $ 4,637 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | The Company has the following intangible assets, net as of June 30, 2022 and December 31, 2021: ($ in thousands) Weighted Gross Accumulated Net License Fees June 30, 2022 9.65 $ 50,070 $ (8,942) $ 41,128 December 31, 2021 8.61 $ 49,226 $ (5,582) $ 43,644 Internally Developed Software June 30, 2022 2.63 $ 9,669 $ (1,138) $ 8,531 December 31, 2021 2.96 $ 4,091 $ (286) $ 3,805 Developed Technology June 30, 2022 7.50 $ 5,931 $ (371) $ 5,560 December 31, 2021 8.00 $ 5,931 $ — $ 5,931 Trademark Asset June 30, 2022 4.96 $ 5,088 $ (84) $ 5,004 December 31, 2021 — $ — $ — $ — |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The Company has the following accrued expenses as of June 30, 2022 and December 31, 2021: ($ in thousands) June 30, December 31, Accrued compensation and related expenses $ 5,517 $ 6,038 Accrued operating expenses 21,477 15,955 Accrued marketing expenses 23,993 21,948 Accrued professional fees 1,657 1,753 Due to affiliates 640 1,005 Other 938 1,588 Total accrued expenses $ 54,222 $ 48,287 |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, Exercise price $ 11.50 Stock price $ 15.96 Volatility 42.6% Term (years) 4.77 Risk-free interest rate 0.76% |
Schedule of Fair Values of Warrant Liabilities | The following table summarizes the fair values of Warrant liabilities and change in fair value at each measurement date: Public Warrants (Level 1) Private Warrants (Level 3) Total Fair value of warrants at December 31, 2020 $ 88,079 $ 82,030 $ 170,109 Change in fair value of warrant liabilities (10,570) (31,232) (41,802) Fair value of warrants at redemption (1) (77,509) (50,798) (128,307) Fair value of warrants at June 30, 2021 $ — $ — $ — (1) This amount represents the change in fair value of warrant liabilities, excluding the effect of $4.0 million of transactions costs incurred in connection with the issuance of the Warrants. |
Earnout Interests Liability (Ta
Earnout Interests Liability (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnout Interests Liability [Abstract] | |
Schedule Of Earnout Interests Liability, Activity | Earnout Interests Liability Total December 31, 2020 $ 351,048 Change in fair value of earnout interests liability 13,740 Settlement of earnout interests liability (364,788) June 30, 2021 $ — |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Schedule of Noncontrolling Interests | The table below illustrates a rollforward of the non-controlling interest percentages during the six months ended June 30, 2022: Non-Controlling Interest % Non-controlling interest % as of December 31, 2021: 72.20 % Issuance of Class A Common Stock upon RSILP Unit Exchanges (1.28) % Issuance of Class A Common Stock to acquire trademark intangible asset (0.02) % Issuance of Class V Common Stock to acquire trademark intangible assets 0.06 % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.02) % Non-controlling interest % as of June 30, 2022: 70.94 % The non-controlling interests owned 73.00% and 76.89% (which excluded the earnout interests that did not vest until January 2021) of the RSILP Units outstanding, as of June 30, 2021 and December 31, 2020, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the six months ended June 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) % Repurchases of Class A Common Stock 0.08 % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.23) % Non-controlling interest % as of June 30, 2021: 73.00 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Unit Activity | RSU and stock option activity for the six months ended June 30, 2022 and 2021 was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2021 3,076,158 $ 16.08 96,827 $ 7.41 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 7.41 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 7.41 RSUs Options Number of units Weighted average Number of options Weighted-average Unvested balance at December 31, 2020 — $ — — $ — Granted 3,992,352 16.00 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (8,000) 15.85 — — Unvested balance at June 30, 2021 3,246,748 $ 15.85 130,565 $ 7.41 |
Schedule of Stock Option Activity | RSU and stock option activity for the six months ended June 30, 2022 and 2021 was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2021 3,076,158 $ 16.08 96,827 $ 7.41 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 7.41 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 7.41 RSUs Options Number of units Weighted average Number of options Weighted-average Unvested balance at December 31, 2020 — $ — — $ — Granted 3,992,352 16.00 130,565 7.41 Vested (737,604) 15.84 — — Forfeited (8,000) 15.85 — — Unvested balance at June 30, 2021 3,246,748 $ 15.85 130,565 $ 7.41 |
Schedule of Share-based Compensation Expense | Share-based compensation expense for the six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Costs of revenue $ 246 $ 298 $ 490 $ 1,213 Advertising and promotions 511 636 1,016 2,334 General administration and other 3,123 3,727 6,311 12,690 Total share-based compensation expense $ 3,880 $ 4,661 $ 7,817 $ 16,237 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision for the six months ended June 30, 2022 and 2021 is as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2022 2021 2022 2021 Income tax provision $ 2,335 $ 1,752 $ 4,337 $ 2,556 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The basic and diluted loss per share for the three and six months ended June 30, 2022 and 2021 are as follows (amounts in thousands, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Numerator: Net loss $ (28,346) $ (13,954) $ (80,616) $ (14,030) Less: Net loss attributable to non-controlling interests (20,014) (10,187) (57,587) (10,246) Net loss attributable to Rush Street Interactive, Inc. – basic $ (8,332) $ (3,767) $ (23,029) $ (3,784) Effect of dilutive securities: Warrants, net of amounts attributable to non-controlling interests — — — (9,569) Net loss attributable to Rush Street Interactive, Inc. – diluted $ (8,332) $ (3,767) $ (23,029) $ (13,353) Denominator: Weighted average common shares outstanding – basic 63,976,146 59,163,547 62,889,746 53,093,129 Weighted average effect of dilutive securities: Public Warrants (1) — — — 1,376,624 Private Placement and Working Capital Warrants (1) — — — 982,276 Weighted average common shares outstanding – diluted 63,976,146 59,163,547 62,889,746 55,452,029 Net loss per Class A common share – basic $ (0.13) $ (0.06) $ (0.37) $ (0.07) Net loss per Class A common share – diluted $ (0.13) $ (0.06) $ (0.37) $ (0.24) _____________________________________ (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: Six Months Ended June 30, 2022 2021 RSILP Units (1) 156,373,584 160,000,000 Unvested Restricted Stock Units 3,148,104 3,246,748 Unvested Stock Options 64,549 130,565 _____________________________________ (1) RSILP Units that are held by non-controlling interest holders, 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) | 6 Months Ended |
Jun. 30, 2022 | |
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): Remainder of 2022 $ 15,630 Year ending December 31, 2023 16,399 Year ending December 31, 2024 6,738 Year ending December 31, 2025 8,832 Year ending December 31, 2026 3,924 Thereafter 25,074 Total (1) $ 76,597 _____________________________________ (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 $24.0 million, and license and market access commitments totaling $50.6 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 10, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | |||||||
Foreign currency gains and losses | $ 0.5 | $ 0.1 | $ 0.6 | $ 0.1 | |||
Class V Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class A Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Common stock, par value (in USD per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Rush Street Productions, LLC | |||||||
Accounting Policies [Line Items] | |||||||
Acquisition of trademark intangible asset, net of cash acquired | $ 1.5 | ||||||
Cash acquired | 0.7 | ||||||
Outstanding liabilities | 0.5 | ||||||
Transaction costs | 0.4 | ||||||
Asset acquisition, consideration transferred | 4.2 | $ 4.7 | |||||
Asset acquisition, acquisition related fees | $ 0.4 | ||||||
Useful life of asset | 5 years | ||||||
Rush Street Productions, LLC | Trademark Asset | |||||||
Accounting Policies [Line Items] | |||||||
Trademark intangible | $ 5.1 | ||||||
Rush Street Productions, LLC | RSILP Units | |||||||
Accounting Policies [Line Items] | |||||||
Asset acquisition, number of shares issued (in shares) | 480,000 | ||||||
Rush Street Productions, LLC | Class V Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Asset acquisition, shares issued, value | $ 2.4 | ||||||
Rush Street Productions, LLC | Class A Common Stock | |||||||
Accounting Policies [Line Items] | |||||||
Asset acquisition, number of shares issued (in shares) | 60,000 | ||||||
Asset acquisition, shares issued, value | $ 0.3 | ||||||
RSILP | Owners Other Than Rush Street Interactive | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of common units retained by sellers | 70.94% | 73% | 70.94% | 73% | 72.20% | 76.89% | |
RSILP Acquisition | |||||||
Accounting Policies [Line Items] | |||||||
Percentage of common units acquired | 29.06% | 29.06% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 143,736 | $ 122,800 | $ 278,674 | $ 234,620 |
Online casino and online sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 141,174 | 121,207 | 272,832 | 231,185 |
Retail sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 1,679 | 572 | 4,009 | 1,199 |
Social gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 883 | $ 1,021 | $ 1,833 | $ 2,236 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 143,736 | $ 122,800 | $ 278,674 | $ 234,620 |
United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 130,546 | 111,756 | 253,080 | 217,059 |
Latin America, including Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 13,190 | $ 11,044 | $ 25,594 | $ 17,561 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenue (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Deferred revenue balance at December 31, 2021 | $ 4,637 |
Deferred revenue balance at June 30, 2022 | 4,549 |
Revenue recognized in the period from amounts included in deferred revenue at December 31, 2021 | $ 4,637 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Net | $ 60,223 | $ 60,223 | $ 53,380 | ||
Amortization expense | 2,800 | $ 600 | $ 5,000 | $ 1,100 | |
License Fees | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 9 years 7 months 24 days | 8 years 7 months 9 days | |||
Gross Carrying Amount | 50,070 | $ 50,070 | $ 49,226 | ||
Accumulated Amortization | (8,942) | (8,942) | (5,582) | ||
Net | 41,128 | $ 41,128 | $ 43,644 | ||
Internally Developed Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 2 years 7 months 17 days | 2 years 11 months 15 days | |||
Gross Carrying Amount | 9,669 | $ 9,669 | $ 4,091 | ||
Accumulated Amortization | (1,138) | (1,138) | (286) | ||
Net | 8,531 | $ 8,531 | $ 3,805 | ||
Developed Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 7 years 6 months | 8 years | |||
Gross Carrying Amount | 5,931 | $ 5,931 | $ 5,931 | ||
Accumulated Amortization | (371) | (371) | 0 | ||
Net | 5,560 | $ 5,560 | 5,931 | ||
Trademark Asset | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 4 years 11 months 15 days | ||||
Gross Carrying Amount | 5,088 | $ 5,088 | 0 | ||
Accumulated Amortization | (84) | (84) | 0 | ||
Net | $ 5,004 | $ 5,004 | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation and related expenses | $ 5,517 | $ 6,038 |
Accrued operating expenses | 21,477 | 15,955 |
Accrued marketing expenses | 23,993 | 21,948 |
Accrued professional fees | 1,657 | 1,753 |
Due to affiliates | 640 | 1,005 |
Other | 938 | 1,588 |
Total accrued expenses | $ 54,222 | $ 48,287 |
Warrant Liabilities - Narrative
Warrant Liabilities - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||||
Mar. 26, 2021 USD ($) shares | Jan. 13, 2021 shares | Dec. 29, 2020 $ / shares shares | Apr. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) shares | Mar. 31, 2022 shares | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | Feb. 22, 2021 $ / shares shares | Dec. 31, 2020 USD ($) | |
Class of Warrant or Right [Line Items] | |||||||||||||
Fair value of warrants redeemed | $ 128,307 | ||||||||||||
Fair value of private warrants | $ 0 | 0 | $ 170,109 | ||||||||||
Change in fair value of warrant liabilities | $ 41,800 | $ 0 | 0 | $ 0 | 41,802 | ||||||||
Class A Common Stock | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Shares issued during period (in shares) | 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) | 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) | shares | 1 | ||||||||||||
Share price (in USD per share) | $ / shares | $ 11.50 | ||||||||||||
Public Warrants | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants exercised (in shares) | shares | 11,442,389 | ||||||||||||
Exercise price (in USD per share) | $ / shares | $ 11.50 | ||||||||||||
Cash proceeds from warrants exercised | $ 100 | $ 131,600 | |||||||||||
Warrants outstanding (in shares) | shares | 0 | 0 | 0 | ||||||||||
Public Warrants | Level 1 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Fair value of warrants redeemed | $ 77,500 | 77,509 | |||||||||||
Fair value of private warrants | 0 | 0 | 88,079 | ||||||||||
Change in fair value of warrant liabilities | 10,570 | ||||||||||||
Private Warrants | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Warrants outstanding (in shares) | shares | 0 | 0 | 0 | ||||||||||
Warrants term | 5 years | 5 years | |||||||||||
Private Warrants | Level 3 | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Fair value of warrants redeemed | 50,798 | ||||||||||||
Fair value of private warrants | $ 50,800 | $ 0 | 0 | $ 82,030 | |||||||||
Change in fair value of warrant liabilities | $ 31,232 | ||||||||||||
IPO | dMY | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of units issued (in shares) | 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) | shares | 75,000 | ||||||||||||
Private Placement | Private Warrants | dMY | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Number of units issued (in shares) | shares | 6,600,000 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Level 3 Inputs (Details - Level 3 - Private Warrants | Mar. 26, 2021 $ / shares yr |
Exercise price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 11.50 |
Stock price | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 15.96 |
Volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.426 |
Term (years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | yr | 4.77 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Measurement input | 0.0076 |
Warrant Liabilities - Schedul_2
Warrant Liabilities - Schedule of Fair Values of Warrant Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Mar. 26, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Fair Value Of Warrants [Roll Forward] | ||||||
Fair value of warrants at December 31, 2020 | $ 170,109 | $ 170,109 | ||||
Change in fair value of warrant liabilities | $ (41,800) | $ 0 | $ 0 | $ 0 | (41,802) | |
Fair value of warrants at redemption | (128,307) | |||||
Fair value of warrants at June 30, 2021 | 0 | 0 | ||||
Transaction costs incurred in the issuance of warrants | 4,000 | |||||
Public Warrants | Level 1 | ||||||
Fair Value Of Warrants [Roll Forward] | ||||||
Fair value of warrants at December 31, 2020 | 88,079 | 88,079 | ||||
Change in fair value of warrant liabilities | (10,570) | |||||
Fair value of warrants at redemption | (77,500) | (77,509) | ||||
Fair value of warrants at June 30, 2021 | 0 | 0 | ||||
Private Warrants | Level 3 | ||||||
Fair Value Of Warrants [Roll Forward] | ||||||
Fair value of warrants at December 31, 2020 | $ 82,030 | 82,030 | ||||
Change in fair value of warrant liabilities | (31,232) | |||||
Fair value of warrants at redemption | (50,798) | |||||
Fair value of warrants at June 30, 2021 | $ 50,800 | $ 0 | $ 0 |
Earnout Interests Liability - N
Earnout Interests Liability - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Mar. 26, 2021 | Jan. 13, 2021 | Jan. 13, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | $ 13,700 | $ 0 | $ 0 | $ 0 | $ 13,740 | |||
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 |
Earnout Interests Liability - S
Earnout Interests Liability - Schedule of Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jan. 13, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnout Interests Liability [Roll Forward] | |||||
December 31, 2020 | $ 351,048 | ||||
Change in fair value of earnout interests liability | $ 13,700 | $ 0 | $ 0 | $ 0 | 13,740 |
Settlement of earnout interests liability | (364,788) | ||||
June 30, 2021 | $ 0 | $ 0 |
Equity - Narrative (Details)
Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |||
Jun. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Treasury stock (in shares) | 0 | 0 | ||
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 | 70.94% | 72.20% | 73% | 76.89% |
Equity - Schedule of Noncontrol
Equity - Schedule of Noncontrolling Interests (Details) - RSILP - Owners Other Than Rush Street Interactive | 6 Months Ended | |
Jun. 30, 2022 Rate | Jun. 30, 2021 | |
Noncontrolling Interest [Roll Forward] | ||
Non-controlling interest percentage at beginning of period | 72.20% | 76.89% |
Issuance of Class A Common Stock upon RSILP Unit Exchanges | (1.28%) | 1.24% |
Issuance of Class A Common Stock in connection with the exercise of the Warrants | (4.98%) | |
Repurchases of Class A Common Stock | 0.08% | |
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants | (0.23%) | |
Non-controlling interest percentage at end of period | 70.94% | 73% |
Class A Common Stock | ||
Noncontrolling Interest [Roll Forward] | ||
Issuance of common stock as purchase consideration | (0.02%) | |
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants | (0.02%) | |
Class V Common Stock | ||
Noncontrolling Interest [Roll Forward] | ||
Issuance of common stock as purchase consideration | 0.06% |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Options granted (in shares) | 0 | 130,565 | ||
Stock options outstanding, intrinsic value | $ 0 | $ 0 | ||
RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Units granted (in shares) | 247,500 | 3,992,352 | ||
Aggregate fair value of units granted | 1.2 | $ 6.1 | $ 1.3 | $ 63.9 |
Unrecognized stock-based compensation expense | 40.5 | $ 40.5 | ||
Weighted-average vesting period of unrecognized stock-based compensation expense | 1 year 4 months 24 days | |||
Stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized stock-based compensation expense | $ 0.4 | $ 0.4 | ||
Weighted-average vesting period of unrecognized stock-based compensation expense | 1 year 4 months 24 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) | 13,400,000 | 13,400,000 |
Share-Based Compensation - RSU
Share-Based Compensation - RSU and Stock Option Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Unvested options outstanding at beginning of period (in shares) | 96,827 | 0 |
Options granted (in shares) | 0 | 130,565 |
Options vested (in shares) | (32,278) | 0 |
Options forfeited (in shares) | 0 | 0 |
Unvested options outstanding at end of period (in shares) | 64,549 | 130,565 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant price of options outstanding at beginning of period (in USD per share) | $ 7.41 | $ 0 |
Weighted average grant price of options granted (in USD per share) | 0 | 7.41 |
Weighted average grant price of options vested (in USD per share) | 7.41 | 0 |
Weighted average grant price of options forfeited (in USD per share) | 0 | 0 |
Weighted average grant price of options outstanding at end of period (in USD per share) | $ 7.41 | $ 7.41 |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||
Unvested units outstanding at beginning of period (in shares) | 3,076,158 | 0 |
Units granted (in shares) | 247,500 | 3,992,352 |
Units vested (in shares) | (132,899) | (737,604) |
Units forfeited (in shares) | (42,655) | (8,000) |
Unvested units outstanding at end of period (in shares) | 3,148,104 | 3,246,748 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||
Weighted average grant price of unvested units outstanding at beginning of period (in USD per shares) | $ 16.08 | $ 0 |
Weighted average grant price of units granted (in USD per shares) | 5.39 | 16 |
Weighted average grant price of units vested (in USD per shares) | 10.16 | 15.84 |
Weighted average grant price of units forfeited (in USD per shares) | 14.91 | 15.85 |
Weighted average grant price of unvested units outstanding at end of period (in USD per shares) | $ 15.50 | $ 15.85 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 3,880 | $ 4,661 | $ 7,817 | $ 16,237 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 246 | 298 | 490 | 1,213 |
Advertising and promotions | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 511 | 636 | 1,016 | 2,334 |
General administration and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 3,123 | $ 3,727 | $ 6,311 | $ 12,690 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 2,335 | $ 1,752 | $ 4,337 | $ 2,556 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax [Line Items] | |||||
Income tax expense | $ 2,335 | $ 1,752 | $ 4,337 | $ 2,556 | |
Effective tax rates | (8.98%) | (14.36%) | (5.69%) | (22.28%) | |
Unrecognized tax receivable agreement liability | $ 52,600 | $ 52,600 | $ 46,200 | ||
Special Limited Partner | |||||
Income Tax [Line Items] | |||||
Tax receivable agreement, percentage of net certain tax benefits payable | 85% |
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 | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net loss | $ (28,346) | $ (52,270) | $ (13,954) | $ (76) | $ (80,616) | $ (14,030) |
Net loss attributable to non-controlling interests | (20,014) | (10,187) | (57,587) | (10,246) | ||
Net loss attributable to Rush Street Interactive, Inc. – basic | (8,332) | (3,767) | (23,029) | (3,784) | ||
Effect of dilutive securities: | ||||||
Warrants, net of amounts attributable to non-controlling interests | 0 | 0 | 0 | (9,569) | ||
Net loss attributable to Rush Street Interactive, Inc. – diluted | $ (8,332) | $ (3,767) | $ (23,029) | $ (13,353) | ||
Denominator: | ||||||
Weighted Average Common Shares Outstanding - Basic (in shares) | 63,976,146 | 59,163,547 | 62,889,746 | 53,093,129 | ||
Weighted average effect of dilutive securities: | ||||||
Public Warrants (in shares) | 0 | 0 | 0 | 1,376,624 | ||
Private Placement and Working Capital Warrants (in shares) | 0 | 0 | 0 | 982,276 | ||
Weighted average common shares outstanding - diluted (in shares) | 63,976,146 | 59,163,547 | 62,889,746 | 55,452,029 | ||
Net loss per Class A common share - basic (in USD per share) | $ (0.13) | $ (0.06) | $ (0.37) | $ (0.07) | ||
Net loss per Class A common share - diluted (in USD per share) | $ (0.13) | $ (0.06) | $ (0.37) | $ (0.24) |
Loss Per Share - Schedule of An
Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
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) | 156,373,584 | 160,000,000 |
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) | 3,148,104 | 3,246,748 |
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) | 64,549 | 130,565 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
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% | ||||
Payables due to related party | $ 0.3 | $ 0.3 | $ 0.1 | ||
Expenses relating to related party | 13.9 | $ 14.5 | 23.4 | $ 27.3 | |
Affiliated Land-Based Casinos | Royalty Agreements | |||||
Related Party Transaction [Line Items] | |||||
Royalties fees | 0.1 | $ 0.2 | 0.3 | $ 0.5 | |
Receivables due form related party | $ 25.5 | $ 25.5 | $ 28.2 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Sep. 15, 2020 | Jun. 30, 2022 |
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 15,630 | |
Year ending December 31, 2023 | 16,399 | |
Year ending December 31, 2024 | 6,738 | |
Year ending December 31, 2025 | 8,832 | |
Year ending December 31, 2026 | 3,924 | |
Thereafter | 25,074 | |
Total | 76,597 | |
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 | 24,000 | |
License and Market Access Commitments | ||
Contractual Obligation, Fiscal Year Maturity [Abstract] | ||
Operating and finance lease obligations | $ 50,600 | |
Todd L. Anderson vs Rush Street Gaming, LLC and Rush Street Interactive, LLC | ||
Loss Contingencies [Line Items] | ||
Alleged equity stake offered associated with legal proceeding | 1% |