Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 | 773 | |
Local Phone Number | 893-5855 | |
Title of 12(b) Security | Class A common stock, $0.0001 par value per share | |
Trading Symbol | RSI | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001793659 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 69,109,414 | |
Class V Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding (in shares) | 152,899,310 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 127,784 | $ 179,723 |
Restricted cash | 23,645 | 26,358 |
Players’ receivables | 8,804 | 11,174 |
Prepaid expenses and other current assets | 12,329 | 11,312 |
Total current assets | 202,354 | 264,471 |
Intangible assets, net | 75,295 | 69,025 |
Property and equipment, net | 9,691 | 9,764 |
Operating lease assets | 1,374 | 1,852 |
Other assets | 6,329 | 5,234 |
Total assets | 295,043 | 350,346 |
Current liabilities | ||
Accounts payable | 17,943 | 29,803 |
Accrued expenses | 50,893 | 64,903 |
Players’ liabilities | 37,797 | 42,512 |
Current deferred royalty liabilities | 1,619 | 1,526 |
Current operating lease liabilities | 681 | 722 |
Other current liabilities | 4,106 | 4,479 |
Total current liabilities | 113,039 | 143,945 |
Non-current deferred royalty liabilities | 13,259 | 14,106 |
Non-current operating lease liabilities | 734 | 1,177 |
Other non-current liabilities | 1,208 | 244 |
Total liabilities | 128,240 | 159,472 |
Commitments and contingencies | ||
Stockholders’ equity | ||
Additional paid-in capital | 184,003 | 177,683 |
Accumulated other comprehensive loss | (1,103) | (1,648) |
Accumulated deficit | (132,411) | (120,012) |
Total stockholders’ equity attributable to Rush Street Interactive, Inc. | 50,511 | 56,045 |
Non-controlling interests | 116,292 | 134,829 |
Total stockholders’ equity | 166,803 | 190,874 |
Total liabilities and stockholders’ equity | 295,043 | 350,346 |
Related Party | ||
Current assets | ||
Due from affiliates | 29,792 | 35,904 |
Class A Common Stock | ||
Stockholders’ equity | ||
Common stock value | 7 | 6 |
Class V Common Stock | ||
Stockholders’ equity | ||
Common stock value | $ 15 | $ 16 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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) | 67,567,032 | 65,111,616 |
Common stock, outstanding (in shares) | 67,567,032 | 65,111,616 |
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) | 154,441,692 | 155,955,584 |
Common stock, outstanding (in shares) | 154,441,692 | 155,955,584 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 165,062 | $ 143,736 | $ 327,423 | $ 278,674 |
Operating costs and expenses | ||||
Costs of revenue | 109,853 | 104,882 | 217,007 | 204,740 |
Advertising and promotions | 40,965 | 44,742 | 90,905 | 111,591 |
General administration and other | 20,558 | 16,610 | 42,150 | 32,150 |
Depreciation and amortization | 7,988 | 3,290 | 13,743 | 6,027 |
Total operating costs and expenses | 179,364 | 169,524 | 363,805 | 354,508 |
Loss from operations | (14,302) | (25,788) | (36,382) | (75,834) |
Other income (expenses) | ||||
Interest income (expense), net | 288 | (223) | 668 | (445) |
Loss before income taxes | (14,014) | (26,011) | (35,714) | (76,279) |
Income tax expense | 2,720 | 2,335 | 5,520 | 4,337 |
Net loss | (16,734) | (28,346) | (41,234) | (80,616) |
Net loss attributable to non-controlling interests | (11,595) | (20,014) | (28,835) | (57,587) |
Net loss attributable to Rush Street Interactive, Inc. | $ (5,139) | $ (8,332) | $ (12,399) | $ (23,029) |
Net loss per common share attributable to Rush Street Interactive, Inc. - diluted (in dollars per share) | $ (0.08) | $ (0.13) | $ (0.19) | $ (0.37) |
Net loss per common share attributable to Rush Street Interactive, Inc - basic (in dollars per share) | $ (0.08) | $ (0.13) | $ (0.19) | $ (0.37) |
Weighted average number of shares outstanding - diluted (in shares) | 67,389,454 | 63,976,146 | 66,330,641 | 62,889,746 |
Weighted average common shares outstanding - basic (in shares) | 67,389,454 | 63,976,146 | 66,330,641 | 62,889,746 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (16,734) | $ (28,346) | $ (41,234) | $ (80,616) |
Other comprehensive loss | ||||
Foreign currency translation adjustment | 1,626 | (1,923) | 1,970 | (409) |
Comprehensive loss | (15,108) | (30,269) | (39,264) | (81,025) |
Comprehensive loss attributable to non-controlling interests | (10,463) | (21,378) | (27,460) | (57,863) |
Comprehensive loss attributable to Rush Street Interactive, Inc. | $ (4,645) | $ (8,891) | $ (11,804) | $ (23,162) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Total Stockholders’ Equity Attributable To RSI | Non- Controlling Interests | Class A Common Stock Common Stock | Class V Common Stock Common Stock |
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) | 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) | ||||
Stock Issued During Period, Value, Acquisitions | 2,700 | 786 | 786 | 1,914 | ||||
Stock Issued During Period, Shares, Acquisitions | 60,000 | 480,000 | ||||||
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 |
Beginning balance (in shares) at Dec. 31, 2022 | 65,111,616 | 155,955,584 | ||||||
Beginning balance at Dec. 31, 2022 | 190,874 | 177,683 | (1,648) | (120,012) | 56,045 | 134,829 | $ 6 | $ 16 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation (in shares) | 702,759 | |||||||
Share-based compensation | 7,675 | 2,330 | 2,330 | 5,345 | ||||
Foreign currency translation adjustment | 344 | 101 | 101 | 243 | ||||
Issuance of Class A Common Stock upon exercise of Warrants (in shares) | 1,500,000 | (1,500,000) | ||||||
Issuance of Class A Common Stock upon RSILP Unit Exchanges | 0 | $ 1 | $ (1) | |||||
Net loss | (24,500) | (7,260) | (7,260) | (17,240) | ||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | 1,565 | (47) | 1,518 | (1,518) | |||
Ending balance (in shares) at Mar. 31, 2023 | 67,314,375 | 154,455,584 | ||||||
Ending balance at Mar. 31, 2023 | 174,393 | 181,578 | (1,594) | (127,272) | 52,734 | 121,659 | $ 7 | $ 15 |
Beginning balance (in shares) at Dec. 31, 2022 | 65,111,616 | 155,955,584 | ||||||
Beginning balance at Dec. 31, 2022 | 190,874 | 177,683 | (1,648) | (120,012) | 56,045 | 134,829 | $ 6 | $ 16 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Foreign currency translation adjustment | 1,970 | |||||||
Net loss | (41,234) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 67,567,032 | 154,441,692 | ||||||
Ending balance at Jun. 30, 2023 | 166,803 | 184,003 | (1,103) | (132,411) | 50,511 | 116,292 | $ 7 | $ 15 |
Beginning balance (in shares) at Mar. 31, 2023 | 67,314,375 | 154,455,584 | ||||||
Beginning balance at Mar. 31, 2023 | 174,393 | 181,578 | (1,594) | (127,272) | 52,734 | 121,659 | $ 7 | $ 15 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Share-based compensation (in shares) | 238,765 | |||||||
Share-based compensation | 7,518 | 2,288 | 2,288 | 5,230 | ||||
Foreign currency translation adjustment | 1,626 | 494 | 494 | 1,132 | ||||
Issuance of Class A Common Stock upon exercise of Warrants (in shares) | 13,892 | (13,892) | ||||||
Net loss | (16,734) | (5,139) | (5,139) | (11,595) | ||||
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 0 | 137 | (3) | 134 | (134) | |||
Ending balance (in shares) at Jun. 30, 2023 | 67,567,032 | 154,441,692 | ||||||
Ending balance at Jun. 30, 2023 | $ 166,803 | $ 184,003 | $ (1,103) | $ (132,411) | $ 50,511 | $ 116,292 | $ 7 | $ 15 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | ||
Cash flows from operating activities | |||
Net loss | $ (41,234) | $ (80,616) | |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Share-based compensation expense | 15,193 | 7,817 | |
Depreciation and amortization expense | 13,743 | 6,027 | |
Deferred income taxes | 0 | 46 | |
Noncash lease expense | 320 | 241 | |
Write off of long-lived assets | 683 | 0 | |
Changes in operating assets and liabilities: | |||
Players’ receivables | 2,370 | (1,324) | |
Due from affiliates | 6,112 | 2,695 | |
Prepaid expenses and other current assets | (1,017) | (3,700) | |
Other assets | (1,095) | 161 | |
Accounts payable | (11,902) | (3,049) | |
Accrued expenses and other current liabilities | (14,529) | 4,008 | |
Players’ liabilities | (4,715) | 7,408 | |
Deferred royalty liabilities | (754) | (676) | |
Operating lease liabilities | (330) | (302) | |
Net cash used in operating activities | (37,155) | (61,264) | |
Cash flows from investing activities | |||
Purchases of property and equipment | (752) | (1,769) | |
Acquisition of gaming licenses | (6,446) | (1,027) | |
Internally developed software costs | (11,447) | (5,578) | |
Media content production costs | (470) | 0 | |
Cash paid for asset acquisition | 0 | (1,540) | |
Net cash used in investing activities | (19,115) | (9,914) | |
Cash flows from financing activities | |||
Principal payments of finance lease liabilities | (247) | (455) | |
Net cash used in financing activities | (247) | (455) | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 1,865 | (389) | |
Net change in cash, cash equivalents and restricted cash | (54,652) | (72,022) | |
Cash, cash equivalents and restricted cash, at the beginning of the period | [1] | 206,081 | 300,329 |
Cash, cash equivalents and restricted cash, at the end of the period | [1] | 151,429 | 228,307 |
Supplemental disclosure of noncash investing and financing activities: | |||
Operating lease assets obtained in exchange for new or modified operating lease liabilities | 0 | 196 | |
Finance lease assets obtained in exchange for new or modified finance lease liabilities | 1,445 | 410 | |
Allocation of equity and non-controlling interests upon changes in RSILP ownership | 1,652 | 3,386 | |
Property and equipment purchases in Accounts Payable and Accrued Expenses | 132 | 87 | |
License fee purchases in Accounts Payable and Accrued Expenses | 70 | 63 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for income taxes | 7,248 | 5,025 | |
Cash paid for interest | 453 | 476 | |
Class V Common Stock | |||
Supplemental disclosure of noncash investing and financing activities: | |||
Stock Issued | 0 | 2,400 | |
Class A Common Stock | |||
Supplemental disclosure of noncash investing and financing activities: | |||
Stock Issued | $ 0 | $ 300 | |
[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, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of BusinessRush 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Recent Accounting Pronouncements | Summary of Significant Accounting Policies and Recent Accounting Pronouncements Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and the applicable regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 2, 2023. 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, LLC (“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. The portion of net loss attributable to the non-controlling interests is presented as net loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations, while the portion of comprehensive loss attributable to non-controlling interests is reported as comprehensive loss attributable to non-controlling interests in the Company’s 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). 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, 2023, the Company owned 30.43% of the RSILP Units and the holders of the non-controlling interest owned 69.57% of the RSILP Units. Interim Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of June 30, 2023, the condensed consolidated statements of operations, comprehensive loss, and changes in equity for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by U.S. GAAP previously disclosed in the most recent annual financial statements. 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, 2023 are not necessarily indicative of the results to be expected for the full year or any future period. 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 unaudited 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 and equipment and intangible assets; redemption rate assumptions associated with the Company’s player loyalty program and other discretionary player bonuses; deferred revenue; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”). Intangible Assets, Net Media content production costs The Company capitalizes costs associated with the development and production of media content in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other . The asset is recognized in intangible Assets, net in the Company’s unaudited condensed consolidated balance sheet as of June 30, 2023 and is amortized over the estimated useful life of two years. 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 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 gains were $1.1 million and $1.5 million for the three and six months ended June 30, 2023 compared to losses of $0.5 million and $1.1 million for the same period in 2022. Amounts are recorded in General administration and other on the Company’s unaudited condensed consolidated statements of operations. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (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 adopted ASU 2016-13 and the subsequent amendments on January 1, 2023, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted 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 U.S. 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, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition The Company’s revenue from contracts with customers is derived from online casino and 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. The Company generates revenue from these offerings 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, sports-related activity or a series of the same, 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. Retail sports betting The Company provides retail sports services to land-based partners in exchange for a monthly commission based on that 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, 2023 and 2022, was as follows: Three Months Ended Six Months Ended ($ in thousands) 2023 2022 2023 2022 Online casino and online sports betting $ 160,746 $ 141,174 $ 318,418 $ 272,832 Retail sports betting 3,272 1,679 6,935 4,009 Social gaming 1,044 883 2,070 1,833 Total revenue $ 165,062 $ 143,736 $ 327,423 $ 278,674 Revenue by geographic region for the three and six months ended June 30, 2023 and 2022, was as follows: Three Months Ended Six Months Ended ($ in thousands) 2023 2022 2023 2022 United States and Canada $ 146,610 $ 130,546 $ 293,307 $ 253,080 Latin America, including Mexico 18,452 13,190 34,116 25,594 Total revenue $ 165,062 $ 143,736 $ 327,423 $ 278,674 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, 2023 and June 30, 2022 were as follows: Six Months Ended ($ in thousands) 2023 2022 Deferred revenue, beginning of period $ 7,840 $ 4,637 Deferred revenue, end of period $ 4,963 $ 4,549 Revenue recognized during the period from amounts included in deferred revenue at the beginning of the period $ 7,840 $ 4,637 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net The Company had the following intangible assets, net as of June 30, 2023 and December 31, 2022: ($ in thousands) Weighted Gross Accumulated Net License Fees June 30, 2023 7.57 $ 60,091 $ (19,108) $ 40,983 December 31, 2022 8.44 $ 54,334 $ (12,363) $ 41,971 Internally Developed Software June 30, 2023 2.36 $ 32,307 $ (7,224) $ 25,083 December 31, 2022 2.51 $ 20,860 $ (3,490) $ 17,370 Developed Technology June 30, 2023 6.50 $ 5,931 $ (1,112) $ 4,819 December 31, 2022 7.00 $ 5,931 $ (741) $ 5,190 Trademark Asset June 30, 2023 3.92 $ 5,088 $ (1,102) $ 3,986 December 31, 2022 4.42 $ 5,088 $ (594) $ 4,494 Media Content June 30, 2023 1.88 $ 450 $ (26) $ 424 December 31, 2022 N/A $ — $ — $ — Amortization expense was $6.8 million and $11.5 million for the three and six months ended June 30, 2023, respectively, compared to amortization expense of $2.8 million and $5.0 million for the same respective periods in 2022. |
Property and Equipment, net
Property and Equipment, net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, net | Property and Equipment, net The Company had the following property and equipment, net as of June 30, 2023 and December 31, 2022: ($ in thousands) June 30, December 31, 2022 Computers, software and related equipment $ 5,000 $ 4,050 Operating equipment and servers 4,745 4,610 Furniture 635 600 Leasehold improvements 652 640 Property and equipment not yet placed into service 462 816 Total property and equipment 11,494 10,716 Less: accumulated depreciation (5,622) (3,818) 5,872 6,898 Finance lease right-of-use assets 4,557 3,112 Less: accumulated amortization (738) (246) 3,819 2,866 Property and equipment, net $ 9,691 $ 9,764 The Company recorded depreciation expense on property and equipment of $0.9 million and $1.7 million for the three and six months ended June 30, 2023, respectively, compared to depreciation expense of $0.5 million and $0.9 million for the same respective periods in 2022. The Company recorded amortization expense on finance lease right-of-use assets of $0.3 million and $0.5 million for the three and six months ended June 30, 2023, respectively, and $0.1 million and $0.3 million for the same respective periods in 2022. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses The Company has the following accrued expenses as of June 30, 2023 and December 31, 2022: ($ in thousands) June 30, December 31, Accrued compensation and related expenses $ 8,013 $ 10,077 Accrued operating expenses 23,701 24,178 Accrued marketing expenses 14,813 27,315 Accrued professional fees 2,929 1,620 Due to affiliates 501 649 Other 936 1,064 Total accrued expenses $ 50,893 $ 64,903 |
Stockholder's Equity
Stockholder's Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholder's Equity | Stockholders’ Equity Non-Controlling Interest The non-controlling interest represents the RSILP Units held by holders other than the Company. The non-controlling interests owned 69.57% and 70.55% of the RSILP Units outstanding as of June 30, 2023 and December 31, 2022, respectively. The table below illustrates a rollforward of the non-controlling interest percentages during the six months ended June 30, 2023: Non-Controlling Interest % Non-controlling interest % as of December 31, 2022: 70.55 % Issuance of Class A Common Stock upon RSILP Unit Exchanges (0.68) % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.30) % Non-controlling interest % as of June 30, 2023: 69.57 % 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 % |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2023 | |
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, certain consultants and 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. During the six months ended June 30, 2023, the Compensation Committee of the Board and the full Board each approved an amendment to the 2020 Plan to increase the number of shares of Class A Common Stock reserved under the 2020 Plan by 22.4 million shares, with the Company’s stockholders approving such amendment at the Company’s 2023 annual meeting of stockholders on June 1, 2023. The 2020 Plan will terminate on December 29, 2030. There are currently an aggregate of approximately 35.8 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. Restricted Stock Units (“RSUs”) and Options The Company granted 2,498,739 and 247,500 RSUs with service conditions, during the six months ended June 30, 2023 and 2022, respectively. RSUs with service conditions generally vest over a three The Company granted 1,495,303 and nil RSUs with market-based conditions (e.g., share price targets, total shareholder return) during the six months ended June 30, 2023 and 2022, respectively. RSUs with market-based conditions generally vest over a three-year period and fair value was determined using a Monte Carlo Simulation using the following assumptions: June 30, 2023 Volatility rate 69.78 % Risk-free interest rate 3.85 % Average expected life (in years) 2.8 Dividend yield None Stock price at grant date $ 3.28 The Company granted 1,084,445 and nil stock options during the six months ended June 30, 2023 and 2022, respectively. The estimated grant date fair value of stock options was determined using a Black-Scholes valuation model using the following weighted-average assumptions: June 30, 2023 Volatility rate 70.00 % Risk-free interest rate 3.80 % Average expected life (in years) 6.0 Dividend yield None Stock price at grant date $ 3.28 Exercise price $ 3.28 RSU and stock option activity for the six months ended June 30, 2023 and 2022, was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2022 7,492,613 $ 7.48 854,888 $ 4.93 Granted 3,994,042 4.12 1,084,445 3.21 Vested (1,144,771) 4.37 (32,275) 15.40 Forfeited (53,845) 11.26 — — Unvested balance at June 30, 2023 10,288,039 $ 6.51 1,907,058 $ 3.81 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 $ 15.40 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 15.40 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 15.40 The aggregate fair value of the RSUs granted during the three and six months ended June 30, 2023, was nil and approximately $16.5 million, respectively, compared to the aggregate fair value of the RSUs granted of $1.2 million and $1.3 million for the same respective periods in 2022. The weighted average grant date fair value of RSUs vested during the three and six months ended June 30, 2023 was approximately $1.4 million and $5.0 million, respectively, compared to $1.4 million for both respective periods in 2022. The aggregate fair value of stock options granted during the three and six months ended June 30, 2023 was nil and approximately $2.3 million, respectively, compared to nil for both respective periods in 2022. The stock options outstanding as of June 30, 2023 had no intrinsic value. The weighted-average grant-date fair values of options granted during the three and six months ended June 30, 2023 was approximately nil and $2.14, respectively, compared to nil for the same periods in 2022. As of June 30, 2023, the Company had unrecognized stock-based compensation expense related to RSUs of $51.9 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.10 years. As of June 30, 2023, the Company had unrecognized stock-based compensation expense related to stock options of $3.6 million, which is expected to be recognized over the remaining weighted-average vesting period of 1.26 years. Share-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2023 2022 2023 2022 Costs of revenue $ 269 $ 246 $ 526 $ 490 Advertising and promotions 559 511 1,095 1,016 General administration and other 6,690 3,123 13,572 6,311 Total share-based compensation expense $ 7,518 $ 3,880 $ 15,193 $ 7,817 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The income tax provision for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2023 2022 2023 2022 Income tax provision $ 2,720 $ 2,335 $ 5,520 $ 4,337 The Company recognized federal, state and foreign income tax expense of $2.7 million and $5.5 million during the three and six months ended June 30, 2023, respectively, compared to $2.3 million and $4.3 million during the same periods in 2022. The effective tax rates for the three and six months ended June 30, 2023 were (19.4)% and (15.5)%, respectively, and were (9.0)% and (5.7)% during the same periods in 2022. 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 August 2022, the U.S. Inflation Reduction Act of 2022 and the CHIPS and Science Act of 2022 were signed into law. These acts include, among other provisions, a corporate alternative minimum tax of 15%, an excise tax on the repurchase of corporate stock, various climate and energy provisions, and incentives for investment in semiconductor manufacturing. These provisions are not expected to have a material impact on the Company’s results of operations or financial position. In connection with the Business Combination, the Special Limited Partner entered into the Tax Receivable Agreement, which generally provides that it pay 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 the 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, 2023 and December 31, 2022 was $60.4 million and $58.7 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. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net loss Per Share The basic and diluted net loss per share for the three and six months ended June 30, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (16,734) $ (28,346) $ (41,234) $ (80,616) Less: Net loss attributable to non-controlling interests (11,595) (20,014) (28,835) (57,587) Net loss attributable to Rush Street Interactive, Inc. – basic and diluted $ (5,139) $ (8,332) $ (12,399) $ (23,029) Denominator: Weighted average common shares outstanding – basic and diluted 67,389,454 63,976,146 66,330,641 62,889,746 Net loss per Class A common share – basic and diluted $ (0.08) $ (0.13) $ (0.19) $ (0.37) 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, 2023 2022 RSILP Units (1) 154,441,692 156,373,584 Unvested Restricted Stock Units 10,288,039 3,148,104 Unvested Stock Options 1,907,058 64,549 Vested Stock Options 64,553 32,278 _____________________________________ (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, 2023 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties 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 or other consideration received as defined in the applicable agreement) in exchange for the right to operate real-money online casino and/or online sports betting under the gaming license of the land-based casinos or for marketing gaming offerings under the land-based casinos’ brand. Royalties related to arrangements with affiliated casinos were $13.6 million and $21.3 million for the three and six months ended June 30, 2023 compared to $13.9 million and $23.4 million for the same periods in 2022, 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 the Company’s customers. Accordingly, at any point in time, the Company will record a receivable from the affiliate, representing the Company’s total gaming revenue (with customers) that was collected by the affiliate, less consideration payable to the affiliate for use of its license, which is offset by any consideration owed to the Company from the affiliate based on the terms of the applicable agreement. Receivables due from affiliated land-based casinos were $29.8 million and $35.9 million at June 30, 2023 and December 31, 2022, respectively. In addition, the Company provides retail sports services to certain affiliated land-based casinos in exchange for a monthly commission based on the casino’s retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook, technical support for the land-based casino’s customers, risk management, advertising and promotion, and support for the third-party vendor’s sports betting equipment. Revenue recognized relating to retail sports services provided to affiliated land-based casinos for the three and six months ended June 30, 2023 and 2022 were not material to the condensed consolidated financial statements. Any payables due to the affiliated land-based casinos are netted against affiliate receivables to the extent a right of offset exists and were not material to the condensed consolidated financial statements at June 30, 2023 or December 31, 2022. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is not a party to any material legal proceedings and is not aware of any pending or threatened claims. From time to time however, the Company may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities. Other Contractual Obligations The Company is a party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnership-related agreements where the Company is obligated to make future minimum payments under the non-cancelable terms of these contracts as follows ($ in thousands): Remainder of 2023 $ 11,765 Year ending December 31, 2024 12,068 Year ending December 31, 2025 7,702 Year ending December 31, 2026 5,309 Year ending December 31, 2027 4,845 Thereafter 32,789 Total (1) $ 74,478 _____________________________________ (1) Includes operating lease and finance lease obligations under license and market access commitments totaling $51.8 million, obligations under non-cancelable contracts with marketing vendors totaling $19.4 million, and non-cancelable lease contracts totaling $3.3 million. Certain market access arrangements require the Company to make additional payments at a contractual milestone date if the market access fees paid through that milestone date do not meet a minimum contractual threshold. In these instances, the Company calculates the future minimum payment as the total milestone payment less any amounts already paid to the partner and includes such payments in the period in which the milestone date occurs. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) Attributable to Parent | $ (5,139) | $ (8,332) | $ (12,399) | $ (23,029) |
Insider Trading Arrangements
Insider Trading Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
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 U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, as filed with the SEC on March 2, 2023. 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, LLC (“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. The portion of net loss attributable to the non-controlling interests is presented as net loss attributable to non-controlling interests in the Company’s condensed consolidated statements of operations, while the portion of comprehensive loss attributable to non-controlling interests is reported as comprehensive loss attributable to non-controlling interests in the Company’s 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). 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, 2023, the Company owned 30.43% of the RSILP Units and the holders of the non-controlling interest owned 69.57% of the RSILP Units. Interim Unaudited Condensed Consolidated Financial Statements The accompanying condensed consolidated balance sheet as of June 30, 2023, the condensed consolidated statements of operations, comprehensive loss, and changes in equity for the three and six months ended June 30, 2023 and 2022, and cash flows for the six months ended June 30, 2023 and 2022 are unaudited. The condensed consolidated balance sheet as of December 31, 2022 was derived from audited financial statements, but may omit certain disclosures required by U.S. GAAP previously disclosed in the most recent annual financial statements. 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, 2023 are not necessarily indicative of the results to be expected for the full year or any future period. |
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 unaudited 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 and equipment and intangible assets; redemption rate assumptions associated with the Company’s player loyalty program and other discretionary player bonuses; deferred revenue; accrued expenses; determination of the incremental borrowing rate to calculate operating lease liabilities and finance lease liabilities; and deferred taxes and amounts associated with the tax receivable agreement (the “Tax Receivable Agreement”) entered into in connection with the closing of the transactions contemplated in the Business Combination Agreement on December 29, 2020 (the “Closing”). |
Intangible Assets, Net | Intangible Assets, Net Media content production costs The Company capitalizes costs associated with the development and production of media content in accordance with Accounting Standards Codification (“ASC”) 350 Intangibles - Goodwill and Other . The asset is recognized in intangible Assets, net in the Company’s unaudited condensed consolidated balance sheet as of June 30, 2023 and is amortized over the estimated useful life of two years. |
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 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 gains were $1.1 million and $1.5 million for the three and six months ended June 30, 2023 compared to losses of $0.5 million and $1.1 million for the same period in 2022. Amounts are recorded in General administration and other on the Company’s unaudited condensed consolidated statements of operations. |
Recent Accounting Pronouncements Adopted And Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (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 adopted ASU 2016-13 and the subsequent amendments on January 1, 2023, and the adoption did not have a material impact on its condensed consolidated financial statements and related disclosures. Recent Accounting Pronouncements Not Yet Adopted 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 U.S. 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, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2021, and adoption must be as of the beginning of the Company’s annual fiscal year. The |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | Disaggregation of revenue for the three and six months ended June 30, 2023 and 2022, was as follows: Three Months Ended Six Months Ended ($ in thousands) 2023 2022 2023 2022 Online casino and online sports betting $ 160,746 $ 141,174 $ 318,418 $ 272,832 Retail sports betting 3,272 1,679 6,935 4,009 Social gaming 1,044 883 2,070 1,833 Total revenue $ 165,062 $ 143,736 $ 327,423 $ 278,674 |
Summary of Revenue by Geographic Region | Revenue by geographic region for the three and six months ended June 30, 2023 and 2022, was as follows: Three Months Ended Six Months Ended ($ in thousands) 2023 2022 2023 2022 United States and Canada $ 146,610 $ 130,546 $ 293,307 $ 253,080 Latin America, including Mexico 18,452 13,190 34,116 25,594 Total revenue $ 165,062 $ 143,736 $ 327,423 $ 278,674 |
Summary of Deferred Revenue | The deferred revenue balances as of June 30, 2023 and June 30, 2022 were as follows: Six Months Ended ($ in thousands) 2023 2022 Deferred revenue, beginning of period $ 7,840 $ 4,637 Deferred revenue, end of period $ 4,963 $ 4,549 Revenue recognized during the period from amounts included in deferred revenue at the beginning of the period $ 7,840 $ 4,637 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of Intangible Assets, Net | The Company had the following intangible assets, net as of June 30, 2023 and December 31, 2022: ($ in thousands) Weighted Gross Accumulated Net License Fees June 30, 2023 7.57 $ 60,091 $ (19,108) $ 40,983 December 31, 2022 8.44 $ 54,334 $ (12,363) $ 41,971 Internally Developed Software June 30, 2023 2.36 $ 32,307 $ (7,224) $ 25,083 December 31, 2022 2.51 $ 20,860 $ (3,490) $ 17,370 Developed Technology June 30, 2023 6.50 $ 5,931 $ (1,112) $ 4,819 December 31, 2022 7.00 $ 5,931 $ (741) $ 5,190 Trademark Asset June 30, 2023 3.92 $ 5,088 $ (1,102) $ 3,986 December 31, 2022 4.42 $ 5,088 $ (594) $ 4,494 Media Content June 30, 2023 1.88 $ 450 $ (26) $ 424 December 31, 2022 N/A $ — $ — $ — |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | The Company had the following property and equipment, net as of June 30, 2023 and December 31, 2022: ($ in thousands) June 30, December 31, 2022 Computers, software and related equipment $ 5,000 $ 4,050 Operating equipment and servers 4,745 4,610 Furniture 635 600 Leasehold improvements 652 640 Property and equipment not yet placed into service 462 816 Total property and equipment 11,494 10,716 Less: accumulated depreciation (5,622) (3,818) 5,872 6,898 Finance lease right-of-use assets 4,557 3,112 Less: accumulated amortization (738) (246) 3,819 2,866 Property and equipment, net $ 9,691 $ 9,764 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | The Company has the following accrued expenses as of June 30, 2023 and December 31, 2022: ($ in thousands) June 30, December 31, Accrued compensation and related expenses $ 8,013 $ 10,077 Accrued operating expenses 23,701 24,178 Accrued marketing expenses 14,813 27,315 Accrued professional fees 2,929 1,620 Due to affiliates 501 649 Other 936 1,064 Total accrued expenses $ 50,893 $ 64,903 |
Stockholder's Equity (Tables)
Stockholder's Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023: Non-Controlling Interest % Non-controlling interest % as of December 31, 2022: 70.55 % Issuance of Class A Common Stock upon RSILP Unit Exchanges (0.68) % Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants (0.30) % Non-controlling interest % as of June 30, 2023: 69.57 % 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 % |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | RSUs with market-based conditions generally vest over a three-year period and fair value was determined using a Monte Carlo Simulation using the following assumptions: June 30, 2023 Volatility rate 69.78 % Risk-free interest rate 3.85 % Average expected life (in years) 2.8 Dividend yield None Stock price at grant date $ 3.28 June 30, 2023 Volatility rate 70.00 % Risk-free interest rate 3.80 % Average expected life (in years) 6.0 Dividend yield None Stock price at grant date $ 3.28 Exercise price $ 3.28 |
Schedule of Stock Option Activity | RSU and stock option activity for the six months ended June 30, 2023 and 2022, was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2022 7,492,613 $ 7.48 854,888 $ 4.93 Granted 3,994,042 4.12 1,084,445 3.21 Vested (1,144,771) 4.37 (32,275) 15.40 Forfeited (53,845) 11.26 — — Unvested balance at June 30, 2023 10,288,039 $ 6.51 1,907,058 $ 3.81 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 $ 15.40 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 15.40 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 15.40 |
Schedule of Restricted Stock Unit Activity | RSU and stock option activity for the six months ended June 30, 2023 and 2022, was as follows: RSUs Options Number of units Weighted-average Number of options Weighted-average Unvested balance at December 31, 2022 7,492,613 $ 7.48 854,888 $ 4.93 Granted 3,994,042 4.12 1,084,445 3.21 Vested (1,144,771) 4.37 (32,275) 15.40 Forfeited (53,845) 11.26 — — Unvested balance at June 30, 2023 10,288,039 $ 6.51 1,907,058 $ 3.81 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 $ 15.40 Granted 247,500 5.39 — — Vested (132,899) 10.16 (32,278) 15.40 Forfeited (42,655) 14.91 — — Unvested balance at June 30, 2022 3,148,104 $ 15.50 64,549 $ 15.40 |
Schedule of Share-based Compensation Expense | Share-based compensation expense for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2023 2022 2023 2022 Costs of revenue $ 269 $ 246 $ 526 $ 490 Advertising and promotions 559 511 1,095 1,016 General administration and other 6,690 3,123 13,572 6,311 Total share-based compensation expense $ 7,518 $ 3,880 $ 15,193 $ 7,817 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income Tax Provision | The income tax provision for the three and six months ended June 30, 2023 and 2022 was as follows: Three Months Ended June 30, Six Months Ended June 30, ($ in thousands) 2023 2022 2023 2022 Income tax provision $ 2,720 $ 2,335 $ 5,520 $ 4,337 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss per Share | The basic and diluted net loss per share for the three and six months ended June 30, 2023 and 2022 were as follows (amounts in thousands, except for share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net loss $ (16,734) $ (28,346) $ (41,234) $ (80,616) Less: Net loss attributable to non-controlling interests (11,595) (20,014) (28,835) (57,587) Net loss attributable to Rush Street Interactive, Inc. – basic and diluted $ (5,139) $ (8,332) $ (12,399) $ (23,029) Denominator: Weighted average common shares outstanding – basic and diluted 67,389,454 63,976,146 66,330,641 62,889,746 Net loss per Class A common share – basic and diluted $ (0.08) $ (0.13) $ (0.19) $ (0.37) |
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, 2023 2022 RSILP Units (1) 154,441,692 156,373,584 Unvested Restricted Stock Units 10,288,039 3,148,104 Unvested Stock Options 1,907,058 64,549 Vested Stock Options 64,553 32,278 _____________________________________ (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, 2023 | |
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 2023 $ 11,765 Year ending December 31, 2024 12,068 Year ending December 31, 2025 7,702 Year ending December 31, 2026 5,309 Year ending December 31, 2027 4,845 Thereafter 32,789 Total (1) $ 74,478 _____________________________________ (1) Includes operating lease and finance lease obligations under license and market access commitments totaling $51.8 million, obligations under non-cancelable contracts with marketing vendors totaling $19.4 million, and non-cancelable lease contracts totaling $3.3 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) $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Line Items] | ||||||
Foreign currency gains and losses | $ (1.1) | $ 0.5 | $ (1.5) | $ 1.1 | ||
Media Content | ||||||
Accounting Policies [Line Items] | ||||||
Useful life of asset | 2 years | 2 years | ||||
RSILP | Owners Other Than Rush Street Interactive | ||||||
Accounting Policies [Line Items] | ||||||
Percentage of common units retained by sellers | 69.57% | 70.94% | 69.57% | 70.94% | 70.55% | 72.20% |
RSILP Acquisition | Special Limited Partner | ||||||
Accounting Policies [Line Items] | ||||||
Ownership percentage by controlling owners | 0.3043 | 0.3043 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 165,062 | $ 143,736 | $ 327,423 | $ 278,674 |
Online casino and online sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 160,746 | 141,174 | 318,418 | 272,832 |
Retail sports betting | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 3,272 | 1,679 | 6,935 | 4,009 |
Social gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 1,044 | $ 883 | $ 2,070 | $ 1,833 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 165,062 | $ 143,736 | $ 327,423 | $ 278,674 |
United States and Canada | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 146,610 | 130,546 | 293,307 | 253,080 |
Latin America, including Mexico | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 18,452 | $ 13,190 | $ 34,116 | $ 25,594 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred revenue (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred revenue, beginning of period | $ 7,840 | $ 4,637 |
Deferred revenue, end of period | 4,963 | 4,549 |
Revenue recognized during the period from amounts included in deferred revenue at the beginning of the period | $ 7,840 | $ 4,637 |
Intangible Assets, Net (Details
Intangible Assets, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Net | $ 75,295 | $ 75,295 | $ 69,025 | ||
Amortization expense | $ 6,800 | $ 2,800 | $ 11,500 | $ 5,000 | |
License Fees | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 7 years 6 months 25 days | 7 years 6 months 25 days | 8 years 5 months 8 days | ||
Gross Carrying Amount | $ 60,091 | $ 60,091 | $ 54,334 | ||
Accumulated Amortization | (19,108) | (19,108) | (12,363) | ||
Net | $ 40,983 | $ 40,983 | $ 41,971 | ||
Internally Developed Software | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 2 years 4 months 9 days | 2 years 4 months 9 days | 2 years 6 months 3 days | ||
Gross Carrying Amount | $ 32,307 | $ 32,307 | $ 20,860 | ||
Accumulated Amortization | (7,224) | (7,224) | (3,490) | ||
Net | $ 25,083 | $ 25,083 | $ 17,370 | ||
Developed Technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 6 years 6 months | 6 years 6 months | 7 years | ||
Gross Carrying Amount | $ 5,931 | $ 5,931 | $ 5,931 | ||
Accumulated Amortization | (1,112) | (1,112) | (741) | ||
Net | $ 4,819 | $ 4,819 | $ 5,190 | ||
Trademark Asset | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 3 years 11 months 1 day | 3 years 11 months 1 day | 4 years 5 months 1 day | ||
Gross Carrying Amount | $ 5,088 | $ 5,088 | $ 5,088 | ||
Accumulated Amortization | (1,102) | (1,102) | (594) | ||
Net | $ 3,986 | $ 3,986 | 4,494 | ||
Media Content | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted Average Remaining Amortization Period (years) | 1 year 10 months 17 days | 1 year 10 months 17 days | |||
Gross Carrying Amount | $ 450 | $ 450 | 0 | ||
Accumulated Amortization | (26) | (26) | 0 | ||
Net | $ 424 | $ 424 | $ 0 |
Property and Equipment, net - N
Property and Equipment, net - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 0.9 | $ 0.5 | $ 1.7 | $ 0.9 |
Amortization expense | $ 0.3 | $ 0.1 | $ 0.5 | $ 0.3 |
Property and Equipment, net (De
Property and Equipment, net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property and equipment, net | ||
Total property and equipment | $ 11,494 | $ 10,716 |
Less: accumulated depreciation | (5,622) | (3,818) |
Property and equipment, net | 5,872 | 6,898 |
Finance lease right-of-use assets | 4,557 | 3,112 |
Less: accumulated amortization | (738) | (246) |
Finance lease, right-of-use asset, after accumulated amortization | 3,819 | 2,866 |
Property and equipment, net | 9,691 | 9,764 |
Computers, software and related equipment | ||
Property and equipment, net | ||
Total property and equipment | 5,000 | 4,050 |
Operating equipment and servers | ||
Property and equipment, net | ||
Total property and equipment | 4,745 | 4,610 |
Furniture | ||
Property and equipment, net | ||
Total property and equipment | 635 | 600 |
Leasehold improvements | ||
Property and equipment, net | ||
Total property and equipment | 652 | 640 |
Property and equipment not yet placed into service | ||
Property and equipment, net | ||
Total property and equipment | $ 462 | $ 816 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Supplier Finance Program [Line Items] | ||
Accrued compensation and related expenses | $ 8,013 | $ 10,077 |
Accrued operating expenses | 23,701 | 24,178 |
Accrued marketing expenses | 14,813 | 27,315 |
Accrued professional fees | 2,929 | 1,620 |
Total accrued expenses | 50,893 | 64,903 |
Related Party | ||
Supplier Finance Program [Line Items] | ||
Due to affiliates | 501 | 649 |
Other | 501 | 649 |
Nonrelated Party | ||
Supplier Finance Program [Line Items] | ||
Due to affiliates | 936 | 1,064 |
Other | $ 936 | $ 1,064 |
Stockholder's Equity - Narrativ
Stockholder's Equity - Narrative (Details) | Jun. 30, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Dec. 31, 2021 |
RSILP | Owners Other Than Rush Street Interactive | ||||
Class of Stock [Line Items] | ||||
Percentage of common units retained by sellers | 69.57% | 70.55% | 70.94% | 72.20% |
Stockholder's Equity - Schedule
Stockholder's Equity - Schedule of Noncontrolling Interests (Details) - RSILP - Owners Other Than Rush Street Interactive | 6 Months Ended | |
Jun. 30, 2023 Rate | Jun. 30, 2022 | |
Noncontrolling Interest [Roll Forward] | ||
Non-controlling interest percentage at beginning of period | 70.55% | 72.20% |
Issuance of Class A Common Stock upon RSILP Unit Exchanges | (0.0068) | (0.0128) |
Non-controlling interest percentage at end of period | 69.57% | 70.94% |
Class A Common Stock | ||
Noncontrolling Interest [Roll Forward] | ||
Issuance of Class A Common Stock to acquire trademark intangible asset | (0.0002) | |
Issuance of Class V Common Stock to acquire trademark intangible assets | (0.0002) | |
Issuance of Class A Common Stock in connection with the vesting of certain share-based equity grants | (0.30%) | (0.0002) |
Class V Common Stock | ||
Noncontrolling Interest [Roll Forward] | ||
Issuance of Class A Common Stock to acquire trademark intangible asset | 0.0006 | |
Issuance of Class V Common Stock to acquire trademark intangible assets | 0.0006 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Options granted (in shares) | 1,084,445 | 0 | |||
Weighted average grant price of options granted (in USD per share) | $ 3.21 | $ 0 | |||
Service-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted (in shares) | 2,498,739 | 247,500 | |||
Market-Based Restricted Stock Units | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted (in shares) | 1,495,303 | 0 | |||
Vesting period | 3 years | ||||
RSUs | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Units granted (in shares) | 3,994,042 | 247,500 | |||
Aggregate fair value of units granted | $ 0 | $ 1,200,000 | $ 16,500,000 | $ 1,300,000 | |
Aggregate fair value granted | 1,400,000 | 1,400,000 | 5,000,000 | 1,400,000 | |
Unrecognized stock-based compensation expense | $ 51,900,000 | $ 51,900,000 | |||
Weighted-average vesting period of unrecognized stock-based compensation expense | 1 year 1 month 6 days | ||||
Stock options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted average grant price of options granted (in USD per share) | $ 0 | $ 2.14 | |||
Aggregate fair value of options granted | $ 0 | $ 0 | $ 2,300,000 | $ 0 | |
Stock options outstanding, intrinsic value | 0 | 0 | |||
Unrecognized stock-based compensation expense | $ 3,600,000 | $ 3,600,000 | |||
Weighted-average vesting period of unrecognized stock-based compensation expense | 1 year 3 months 3 days | ||||
Restricted Stock Units, Service Conditions | Minimum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Restricted Stock Units, Service Conditions | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
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) | 22,400,000 | 22,400,000 | 35,800,000 |
Share-Based Compensation - Valu
Share-Based Compensation - Valuation Assumptions (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility rate | 69.78% |
Risk-free interest rate | 3.85% |
Average expected life (in years) | 2 years 9 months 18 days |
Dividend yield | 0% |
Share price (in USD per share) | $ 3.28 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility rate | 70% |
Risk-free interest rate | 3.80% |
Average expected life (in years) | 6 years |
Dividend yield | 0% |
Share price (in USD per share) | $ 3.28 |
Exercise price (in USD per share) | $ 3.28 |
Share-Based Compensation - RSU
Share-Based Compensation - RSU and Stock Option Activity (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Unvested options outstanding at beginning of period (in shares) | 854,888 | 96,827 |
Options granted (in shares) | 1,084,445 | 0 |
Options vested (in shares) | (32,275) | (32,278) |
Options forfeited (in shares) | 0 | 0 |
Unvested options outstanding at end of period (in shares) | 1,907,058 | 64,549 |
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) | $ 4.93 | $ 15.40 |
Weighted average grant price of options granted (in USD per share) | 3.21 | 0 |
Weighted average grant price of options vested (in USD per share) | 15.40 | 15.40 |
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) | $ 3.81 | $ 15.40 |
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) | 7,492,613 | 3,076,158 |
Units granted (in shares) | 3,994,042 | 247,500 |
Units vested (in shares) | (1,144,771) | (132,899) |
Units forfeited (in shares) | (53,845) | (42,655) |
Unvested units outstanding at end of period (in shares) | 10,288,039 | 3,148,104 |
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) | $ 7.48 | $ 16.08 |
Weighted average grant price of units granted (in USD per shares) | 4.12 | 5.39 |
Weighted average grant price of units vested (in USD per shares) | 4.37 | 10.16 |
Weighted average grant price of units forfeited (in USD per shares) | 11.26 | 14.91 |
Weighted average grant price of unvested units outstanding at end of period (in USD per shares) | $ 6.51 | $ 15.50 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 7,518 | $ 3,880 | $ 15,193 | $ 7,817 |
Costs of revenue | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 269 | 246 | 526 | 490 |
Advertising and promotions | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | 559 | 511 | 1,095 | 1,016 |
General administration and other | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total share-based compensation expense | $ 6,690 | $ 3,123 | $ 13,572 | $ 6,311 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 2,720 | $ 2,335 | $ 5,520 | $ 4,337 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Income Tax [Line Items] | |||||
Income tax expense | $ 2,720 | $ 2,335 | $ 5,520 | $ 4,337 | |
Effective tax rates | (19.40%) | (9.00%) | (15.50%) | (5.70%) | |
Unrecognized tax receivable agreement liability | $ 60,400 | $ 60,400 | $ 58,700 | ||
Special Limited Partner | |||||
Income Tax [Line Items] | |||||
Tax receivable agreement, percentage of net certain tax benefits payable | 85% |
Net Loss Per Share - Schedule o
Net 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, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Numerator: | ||||||
Net loss | $ (16,734) | $ (24,500) | $ (28,346) | $ (52,270) | $ (41,234) | $ (80,616) |
Net loss attributable to non-controlling interests | (11,595) | (20,014) | (28,835) | (57,587) | ||
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted | $ (5,139) | $ (8,332) | $ (12,399) | $ (23,029) | ||
Denominator: | ||||||
Weighted average common shares outstanding - basic (in shares) | 67,389,454 | 63,976,146 | 66,330,641 | 62,889,746 | ||
Weighted average number of shares outstanding - diluted (in shares) | 67,389,454 | 63,976,146 | 66,330,641 | 62,889,746 | ||
Net loss per Class A common share - basic (in USD per share) | $ (0.08) | $ (0.13) | $ (0.19) | $ (0.37) | ||
Net loss per Class A common share - diluted (in USD per share) | $ (0.08) | $ (0.13) | $ (0.19) | $ (0.37) |
Net Loss Per Share - Schedule_2
Net Loss Per Share - Schedule of Anti-dilutive Securities (Details) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
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) | 154,441,692 | 156,373,584 |
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) | 10,288,039 | 3,148,104 |
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) | 1,907,058 | 64,549 |
Vested 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) | 64,553 | 32,278 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
RSG | Service Agreements | |||||
Related Party Transaction [Line Items] | |||||
Expenses relating to related party | $ 13.6 | $ 13.9 | $ 21.3 | $ 23.4 | |
Affiliated Land-Based Casinos | Royalty Agreements | |||||
Related Party Transaction [Line Items] | |||||
Due from affiliates | $ 29.8 | $ 29.8 | $ 35.9 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Loss Contingencies [Line Items] | |
Remainder of 2023 | $ 11,765 |
Year ending December 31, 2024 | 12,068 |
Year ending December 31, 2025 | 7,702 |
Year ending December 31, 2026 | 5,309 |
Year ending December 31, 2027 | 4,845 |
Thereafter | 32,789 |
Total | 74,478 |
Non-cancelable Lease Contract | |
Loss Contingencies [Line Items] | |
Operating and finance lease obligations | 3,300 |
Non-cancelable Lease Contract with Marketing Vendors | |
Loss Contingencies [Line Items] | |
Operating and finance lease obligations | 19,400 |
License and Market Access Commitments | |
Loss Contingencies [Line Items] | |
Operating and finance lease obligations | $ 51,800 |