Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover page | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SKILLZ INC. |
Entity Central Index Key | 0001801661 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jan. 24, 2020 | Jan. 14, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current asset: | |||||||||
Prepaid expenses | $ 1,260,000 | $ 2,460,000 | $ 448,000 | ||||||
Total current assets | 66,813,000 | 35,092,000 | 24,777,000 | ||||||
Total assets | 86,881,000 | 38,856,000 | 26,029,000 | ||||||
Current liabilities: | |||||||||
Total current liabilities | 40,597,000 | 10,481,000 | 10,212,000 | ||||||
Total liabilities | 40,653,000 | 20,191,000 | 24,953,000 | ||||||
Redeemable convertible preferred stock | 1,120,724,000 | 156,335,000 | 54,056,000 | ||||||
Stockholders' equity: | |||||||||
Convertible preferred stock $0.0001 par value; 14 million shares authorized; Series A - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series A1 - 2 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series B - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018 | 25,354,000 | 25,413,000 | 25,560,000 | ||||||
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | 17,000 | 1,000 | 1,000 | ||||||
Accumulated deficit | (1,099,867,000) | (163,084,000) | (78,541,000) | ||||||
Total stockholders' deficit | (1,074,496,000) | (137,670,000) | $ (129,314,000) | (52,980,000) | $ (13,274,000) | ||||
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 86,881,000 | $ 38,856,000 | $ 26,029,000 | ||||||
Flying Eagle Acquisition Corp [Member] | |||||||||
Current asset: | |||||||||
Cash | 255,827 | $ 0 | |||||||
Prepaid expenses | 386,229 | ||||||||
Total current assets | 642,056 | ||||||||
Cash and investments held in Trust Account | 690,039,470 | ||||||||
Total assets | 690,681,526 | 35,000 | |||||||
Current liabilities: | |||||||||
Accounts payable and accrued expenses | 397,726 | ||||||||
Loan payable, Advance from Sponsor | 230,000 | 0 | |||||||
Total current liabilities | 627,726 | ||||||||
Deferred underwriting compensation | 24,150,000 | ||||||||
Total liabilities | 24,777,726 | ||||||||
Stockholders' equity: | |||||||||
Convertible preferred stock $0.0001 par value; 14 million shares authorized; Series A - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series A1 - 2 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series B - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018 | 0 | ||||||||
Accumulated deficit | 5,480,502 | (928) | |||||||
Retained earnings | (482,508) | ||||||||
Additional Paid in Capital | 23,275 | ||||||||
Total stockholders' deficit | 5,000,010 | $ 5,000,010 | $ 5,000,008 | 24,072 | $ 0 | ||||
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 690,681,526 | 35,000 | |||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||||
Current liabilities: | |||||||||
Redeemable convertible preferred stock | 660,903,790 | ||||||||
Stockholders' equity: | |||||||||
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | 291 | 0 | |||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||||
Stockholders' equity: | |||||||||
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | $ 1,725 | $ 1,725 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEET (Parenthetical) - $ / shares | Sep. 30, 2020 | Mar. 05, 2020 | Jan. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred shares, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Convertible preferred stock, shares authorized | 35,305,078 | 32,155,078 | 29,155,078 | ||
Convertible preferred stock, shares outstanding | 25,684,404 | 23,337,391 | 20,262,664 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 | ||
Class A common stock | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 | ||
Common Stock, Shares, Issued | 109,885,079 | 99,014,030 | 99,000,000 | ||
Common Stock, Shares, Outstanding | 109,885,079 | 99,014,030 | 87,669,412 | ||
Class B common stock | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 | ||
Common Stock, Shares, Issued | 61,345,161 | 50,525,891 | 44,197,558 | ||
Common Stock, Shares, Outstanding | 61,345,161 | 50,525,891 | 44,197,558 | ||
Flying Eagle Acquisition Corp [Member] | |||||
Preferred shares, par value | $ 0.0001 | $ 0.0001 | |||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||
Preferred shares, shares issued | 0 | 0 | |||
Convertible preferred stock, shares outstanding | 0 | 0 | |||
Common stock, par value | $ 0.0001 | ||||
Common Stock, Shares, Outstanding | 17,250,000 | ||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||
Shares subject to possible redemption | 66,090,379 | ||||
Shares subject to possible redemption, par value per share | $ 10 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares authorized to issue | 380,000,000 | 380,000,000 | |||
Common Stock, Shares, Issued | 2,909,621 | 0 | |||
Common Stock, Shares, Outstanding | 2,909,621 | 0 | |||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||
Shares authorized to issue | 20,000,000 | 20,000,000 | |||
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 | |||
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Flying Eagle Acquisition Corp [Member] | ||
General and administrative expenses | $ 862,072 | $ 1,108,508 |
Loss from operations | (862,072) | (1,108,508) |
Other income - interest earned on Trust Account | 188,589 | 691,470 |
Loss before income taxes | (673,483) | (417,038) |
Provision for income taxes | (11,617) | (65,470) |
Net loss | $ (685,100) | $ (482,508) |
Flying Eagle Acquisition Corp [Member] | Class A common stock | ||
Weighted average common shares outstanding - basic and diluted | 69,000,000 | 69,000,000 |
Flying Eagle Acquisition Corp [Member] | Class B common stock | ||
Weighted average common shares outstanding - basic and diluted | 17,250,000 | 17,250,000 |
Net loss per share attributable to common stockholders - basic and diluted | $ (0.04) | $ (0.03) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Flying Eagle Acquisition Corp [Member]Class A and Class B common stockClass A common stock | Flying Eagle Acquisition Corp [Member]Class A and Class B common stockClass B common stock | Flying Eagle Acquisition Corp [Member]Additional paid-in capital | Flying Eagle Acquisition Corp [Member]Accumulated deficit | Flying Eagle Acquisition Corp [Member] | Class A and Class B common stock | Accumulated deficit | Total |
Balance at the beginning at Dec. 31, 2019 | $ 1,000 | $ (163,084,000) | $ (137,670,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2019 | 149,539,921 | |||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | $ 5,480,502 | $ (482,508) | $ 5,000,010 | $ 17,000 | (1,099,867,000) | (1,074,496,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 | |||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock to initial stockholder at approximately $0.002 per share | $ 1,725 | 23,275 | 25,000 | |||||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | |||||||
Balance at the end at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | ||||
Balance at the end (in shares) at Jan. 24, 2020 | 17,250,000 | |||||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock to initial stockholder at approximately $0.002 per share | $ 1,725 | 23,275 | 25,000 | |||||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | |||||||
Sale of Units to the public at $10.00 per unit | $ 6,900 | 689,993,100 | 690,000,000 | |||||
Sale of Units to the public at $10.00 per unit (in shares) | 69,000,000 | |||||||
Underwriters' discount and offering expenses | (38,586,442) | (38,586,442) | ||||||
Sale of 10,033,333 Private Placement Warrants at $1.50 per warrant | 15,050,000 | 15,050,000 | ||||||
Class A common stock subject to possible redemption | $ (6,616) | (661,614,004) | (661,620,620) | |||||
Class A common stock subject to possible redemption (in shares) | (66,162,062) | |||||||
Net income (loss) | 132,070 | 132,070 | ||||||
Balance at the end at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | |||
Balance at the end (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | ||||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | |||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | ||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | 5,480,502 | (482,508) | 5,000,010 | $ 17,000 | (1,099,867,000) | (1,074,496,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 | |||||
Balance at the beginning at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | |||
Balance at the beginning (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Class A common stock subject to possible redemption | 31,730 | 31,730 | ||||||
Class A common stock subject to possible redemption (in shares) | 3,173 | |||||||
Additional offering expenses | (102,250) | (102,250) | ||||||
Net income (loss) | 70,522 | 70,522 | ||||||
Balance at the end at Jun. 30, 2020 | $ 284 | $ 1,725 | 4,795,409 | 202,592 | 5,000,010 | |||
Balance at the end (in shares) at Jun. 30, 2020 | 2,841,111 | 17,250,000 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Class A common stock subject to possible redemption | $ 7 | 685,093 | 685,100 | |||||
Class A common stock subject to possible redemption (in shares) | 68,510 | |||||||
Net income (loss) | (685,100) | (685,100) | ||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | $ 5,480,502 | $ (482,508) | $ 5,000,010 | $ 17,000 | $ (1,099,867,000) | $ (1,074,496,000) |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - Flying Eagle Acquisition Corp [Member] | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Number of warrants to purchase shares issued | shares | 10,033,333 |
Price per warrant | $ 1.50 |
Class B common stock | |
Price per share | 0.002 |
Class A common stock | |
Price per share | $ 10 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | Sep. 30, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (78,530,000) | $ (14,919,000) | $ (23,605,000) | $ (27,780,000) | |||
Changes in operating assets and liabilities: | |||||||
Net cash used in operating activities | (29,744,000) | (11,321,000) | (21,937,000) | (16,948,000) | |||
Cash flows from investing activities: | |||||||
Net cash used in investing activities | (3,009,000) | (2,134,000) | (3,223,000) | (867,000) | |||
Cash flows from financing activities: | |||||||
Payment of offering costs | (653,000) | ||||||
Net cash provided by financing activities | 63,986,000 | 24,963,000 | 31,168,000 | 33,330,000 | |||
Net change in cash, cash equivalents and restricted cash | 31,233,000 | 11,508,000 | 6,008,000 | 15,515,000 | |||
Cash, cash equivalents and restricted cash - beginning of year | 28,548,000 | 22,540,000 | 22,540,000 | 7,025,000 | |||
Cash, cash equivalents and restricted cash - end of year | $ 59,781,000 | $ 59,781,000 | 59,781,000 | $ 34,048,000 | $ 28,548,000 | $ 22,540,000 | |
Flying Eagle Acquisition Corp [Member] | |||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (928) | (482,508) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Trust income reinvested in Trust Account | (691,470) | ||||||
Changes in operating assets and liabilities: | |||||||
Accounts payable and accrued expenses | 333,432 | ||||||
Prepaid expenses | (386,229) | ||||||
Net cash used in operating activities | 0 | (1,226,775) | |||||
Cash flows from investing activities: | |||||||
Principal deposited in Trust Account | (600,000,000) | (690,000,000) | |||||
Cash withdrawn from Trust | 652,000 | ||||||
Net cash used in investing activities | (689,348,000) | ||||||
Cash flows from financing activities: | |||||||
Proceeds from sale of private placement warrants | 15,050,000 | ||||||
Proceeds from sale of units | 690,000,000 | ||||||
Payment of underwriters' discount | (13,800,000) | ||||||
Payment of offering costs | (38,688,692) | (649,398) | |||||
Advances received from Promissory note | 460,885 | ||||||
Repayment of advances received from Promissory note | (230,885) | ||||||
Net cash provided by financing activities | 690,830,602 | ||||||
Net change in cash, cash equivalents and restricted cash | 0 | 255,827 | |||||
Cash, cash equivalents and restricted cash - beginning of year | 0 | 0 | |||||
Cash, cash equivalents and restricted cash - end of year | 255,827 | 0 | 255,827 | 255,827 | |||
Supplemental Schedule of Non-Cash Financing Activities: | |||||||
Deferred underwriting compensation | $ 24,150,000 | 24,150,000 | $ 24,150,000 | ||||
Class A common stock subject to possible redemption | 660,903,790 | ||||||
Offering costs paid by sponsor in exchange for founder shares | 25,000 | ||||||
Deferred offering costs included in accounts payable and accrued expenses | $ 10,000 | $ 64,294 |
Organization and Business Opera
Organization and Business Operations | Jan. 24, 2020 | Sep. 30, 2020 |
Flying Eagle Acquisition Corp [Member] | ||
Organization and Business Operations | 1. Organization and Business Operations Incorporation Flying Eagle Acquisition Corp. (the "Company") was incorporated as a Delaware corporation on January 15, 2020. Sponsor The Company’s sponsor is Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its proposed initial public offering of Units (as defined in Note 3 below) (the “Proposed Offering”), although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The Sponsor intends to finance a Business Combination in part with proceeds from a $600,000,000 public offering (the “Proposed Offering” — Note 3) and a private placement (Note 4). Upon the closing of the Proposed Offering and the private placement, $600,000,000 (or $690,000,000 if the underwriter’s over-allotment option is exercised in full — Note 3) will be held in the Trust Account (discussed below). Trust Account The trust account (the “Trust Account”) will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to fund working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included in the Units being sold in the Proposed Offering properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Proposed Offering if the Company does not complete the Business Combination within 24 months from the closing of the Proposed Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($600,000,000 held in the Trust Account divided by 60,000,000 public shares). The Company will only have 24 months from the closing of the Proposed Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) will enter into a letter agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. | 1. Organization and Business Operations Incorporation Flying Eagle Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on January 15, 2020. Subsidiaries In connection with the proposed business combination (the “Business Combination”) with Skillz Inc. (“Skillz”), the Company formed a wholly-owned subsidiary, FEAC Merger Sub Inc., which was incorporated in Delaware on August 14, 2020 (“Merger Sub”). Merger Sub did not have any activity as of September 30, 2020. Sponsor The Company’s sponsor is Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Harry E. Sloan, the Company’s Chief Executive Officer and Chairman, and Eli Baker, the Company’s President, Chief Financial Officer and Secretary, are members of the Sponsor. Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected. The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of Units (the “Public Offering”), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Business Combination On September 1, 2020, the Company entered into the Merger Agreement by and among the Company, Merger Sub, Skillz and Andrew Paradise, solely in his capacity as representative of the Founder. The merger was unanimously approved by the Company's board of directors on September 1, 2020. If the Merger Agreement is approved by the Company's and Skillz's stockholders, and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly owned subsidiary of the Company (the "Business Combination"). In addition, in connection with the consummation of the Business Combination, the Company will be renamed "Skillz, Inc." and is referred to herein as "New Skillz" as of the time following such change of name. For more detailed information regarding the Business Combination, see Note 8. Financing The Sponsor intends to finance the Business Combination in part with proceeds from the $690,000,000 Public Offering and an approximately $15,050,000 private placement (the “Private Placement”), see Notes 3 and 4. Should the Business Combination not be successful, the Company will continue to search for another business combination. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2020. The Company consummated the Public Offering of 69,000,000 units, including the issuance of 9,000,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on March 10, 2020, generating gross proceeds of $690,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 10,033,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant. Upon the closing of the Public Offering and Private Placement, $690,000,000 from the net proceeds of the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account were invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to fund working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) included in the Units sold in the Public Offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Public Offering if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial Business Combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The Company has 24 months from the closing of the Public Offering to complete its Business Combination (or until March 10, 2022). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent directors (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A Common Stock, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”) registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Significant Accounting Policies
Significant Accounting Policies | Jan. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programing interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2019 and 2018. For the year ended December 31, 2019, games provided by two developer partners accounted for 83% and 7% of the Company’s revenue. For the year ended December 31, 2018, games provided by two developer partners accounted for 70% and 16% of the Company’s revenue. The Company did not generate material international revenues in the years ended December 31, 2019 and 2018. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. · Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a currency earned for every Competition played based on the amount of the entry fee. Ticketz can be redeemed for Bonus Cash. Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the years ended December 31, 2019 and 2018, the Company recognized a reduction of revenue of $27.7 million and $11.6 million, respectively, related to these end-user incentives. · Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions. For the years ended December 31, 2019 and 2018, the Company recognized sales and marketing expense of $45.2 million and $18.7 million, respectively, related to these end-user incentives. Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred. Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, hosting expenses, allocation of shared facility and other costs, and personnel expenses. Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred. For the years ended December 31, 2019 and 2018, advertising expenses, not including marketing promotions related to the Company’s end-user incentive programs, were $53.5 million and $25.3 million, respectively. Redeemable Convertible Preferred Stock Preferred stock that is redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company is classified outside of permanent equity. Convertible preferred stock that is probable of becoming redeemable in the future is recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. The fair value of the redeemable convertible preferred stock is estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk free interest rate, and an assumption for a discount for lack of marketability, where applicable. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are classified within Other current liabilities in the Company’s Balance Sheet. Stock-Based Compensation For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period based on the estimated grant-date fair value of the awards. For awards that vest based on service, performance and market conditions, the Company recognizes stock-based compensation expense when the performance conditions are probable of being achieved based on the estimated grant-date fair value of the awards. The compensation cost related to awards with market conditions is recognized regardless of whether the market condition is satisfied, if the requisite service is provided. See Note 10 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are stock options. The fair value of stock options that vest solely based on a service condition is determined by the Black-Scholes-Merton Option (“BSM”) pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: · Fair value of common stock — The absence of an active market for the Company’s common stock requires the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock, including: · The results of contemporaneous unrelated third-party valuations of the Company’s common stock · The prices of the recent redeemable convertible preferred stock sales by the Company to investors · The rights, preferences, and privileges of preferred stock relative to those of common stock · Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions · The Company’s performance and market position relative to competitors, which may change from time to time · The Company’s historical financial results and estimated trends and prospects for the Company’s future performance · The economic and competitive environment · The financial condition, results of operations, and capital resources · The industry outlook · The valuation of comparable companies · The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions · Any adjustments necessary to recognize a lack of marketability for the Company’s common stock · Precedent sales of or offers to purchase the Company’s capital stock · Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. · Expected volatility — The expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group as there has been no public market for the Company’s shares to date. · Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. · Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. The Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value. Stock Split In June 2018, the Company effected a 10‑for‑1 stock split of its common stock. All of the share information referenced throughout the financial statements and notes to the financial statements have been retroactively adjusted to reflect this stock split. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Upon disposal of property and equipment, assets and related accumulated depreciation are removed from the accounts, and the related gain or loss is included in the results from operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. No impairment to any long-lived assets has been recorded in any of the periods presented. The Company capitalizes certain costs related to developed or modified software solely for the Company’s internal use to deliver the Company’s services. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, it is probable that the project will be completed, and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The following table presents the estimated useful lives of the Company’s property and equipment: Property and Equipment Useful Life Computer equipment and servers 3 years Capitalized internal-use software 3 years Office equipment and other 5 years Leased equipment and leasehold improvements Lesser of estimated useful life or remaining lease term Leases Leases are reviewed and classified as capital or operating at their inception. The Company records rent expense associated with its operating lease on a straight-line basis over the term of the lease. Intangible Assets, Net Intangible assets consist of patents and are stated at cost less accumulated amortization. Patent assets have an estimated useful life of 20 years and are amortized on a straight-line basis over their estimated remaining economic lives. Intangible assets, net are presented within Other Long-Term Assets on the Balance Sheets. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates in a single operating segment as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2019 and 2018, the Company did not have material revenue earned or assets located outside of the United States. Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 201 | ||
Flying Eagle Acquisition Corp [Member] | |||
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of January 24, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 24, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | 2. Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended September 30, 2020. Operating results for the periods ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 16, 2020. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Capital Resources As of September 30, 2020, the Company had $255,827 in its operating bank account, and working capital of approximately $14,330. The Company's liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of up to approximately $300,000 from the Sponsor pursuant to a Note (defined below, see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note in March 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors intend, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 4). As of September 30, 2020, there was $230,000 outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income per share. Net income per common share for basic and diluted Class A common stock for the three months ended September 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $188,589 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $11,617 by the weighted average number of Class A redeemable common stock since issuance. Net income per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through September 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $691,470, net of franchise taxes of $140,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $65,470 by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. All interest income earned on the Trust Account is attributable to Class B common stock. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 revenue and expenses during the reporting periods. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2020, the Company had no cash equivalents. Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2020, 66,090,379 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through September 30, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $153,000, which had a full valuation allowance recorded against it of approximately $153,000. There were no unrecognized tax benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's current taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020, and the period from January 15, 2020 (inception) through September 30, 2020, the Company recorded income tax expense of $11,617 and $65,470, respectively. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from January 15, 2020 (inception) through September 30, 2020 was approximately -15.7% and -1.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2020 | |
Flying Eagle Acquisition Corp [Member] | |
Public Offering | 3. Public Offering Public Units In the Public Offering, which closed March 10, 2020, the Company sold 69,000,000 Units at a price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock and one-fourth of one redeemable warrant (each whole warrant, a “Warrant”). Each whole Warrant entitles the holder to purchase one share of Class A Common Stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of the Public Offering. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. The Company granted the underwriters a 45‑day option to purchase up to 9,000,000 additional Units to cover any over-allotment, at the Public Offering price less the underwriting discounts and commissions. On March 10, 2020, the Company issued 9,000,000 Units in connection with the underwriters’ exercise of the over-allotment option in full. Underwriting Commissions The Company paid an underwriting discount of $13,800,000 ($0.20 per Unit sold) to the underwriters at the closing of the Public Offering on March 10, 2020, with an additional fee (“Deferred Discount”) of $24,150,000 ($0.35 per Unit sold) payable upon the Company’s completion of an initial Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Related Party Transactions
Related Party Transactions | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions | 11. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 9, the Company did not have any other significant related party transactions for the nine months ended September 30, 2020 and 2019. | 12. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 10, the Company did not have any other significant related party transactions in the years ended December 31, 2019 and 2018. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Related Party Transactions | 4. Related Party Transactions Founder Shares On January 15, 2020, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. In February 2020, the Company effected a 1:1.25 stock split of each outstanding share of Class B common stock, resulting in 14,375,000 Founder Shares outstanding. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Proposed Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders will collectively own 20.0% of the Company’s issued and outstanding shares after the proposed offering to the extent that the over-allotment option is not exercised at all. All shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1.2 stock split of each outstanding share of Class B common stock in March 2020. If the Company increases or decreases the size of the offering pursuant to Rule 462(b) under the Securities Act, the Company will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the Founder Shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial stockholders at 20.0% of the issued and outstanding shares of the common stock upon the consummation of the offering. In addition, up to 2,250,000 Founder Shares may be forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants The Company expects that the Sponsor will purchase from the Company warrants in a private placement that will occur simultaneously with the completion of the Proposed Offering (the “Private Placement Warrants”), at an aggregate purchase price equal to the amount necessary to pay the upfront underwriting discount at the closing of the Proposed Offering plus a total of $1.25 million to pay expenses in connection with the closing of the Proposed Offering and for working capital following the Proposed Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants will be added to the proceeds from this offering to be held in the trust account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in this offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in this offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights The initial stockholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor has agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Proposed Offering. When and if issued, these loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Proposed Offering. At January 24, 2020, there were no amounts outstanding under the note. Administrative Services Agreement The Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date. | 4. Related Party Transactions Founder Shares On January 15, 2020, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On February 10, 2020, the Company effected a 1:1.25 stock split of the Founder Shares, resulting in the Sponsor holding 14,375,000 Founder Shares. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, directors of the Company, for an aggregate purchase price of $80 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 14,335,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Founder Shares, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares, for a total of 17,250,000 Founder Shares outstanding. On May 8, 2020, the Sponsor transferred 20,000 Founder Shares to Laurence E. Paul, a director of the Company (together with Messrs. Delman and Kazam and the Sponsor, the “initial stockholders”) for an aggregate purchase price of $80 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 17,190,000 Founder Shares. The shares and the associated amounts have been retroactively restated to reflect the 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and the 1:1.2 stock split in March 2020. All share and per share amounts have been retroactively restated to reflect the stock transactions. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants In conjunction with the Public Offering, the Sponsor purchased an aggregate of 10,033,333 Private Placement Warrants, at a price of $1.50 per warrant (approximately $15,050,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $690,000,000 was placed in the Trust Account. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. During the period ended September 30, 2020, borrowings on the Note totaling $230,885 were repaid in full. As of September 30, 2020, there was no amount outstanding under the Note. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company reimburses an affiliate of the Sponsor for office space, utilities and secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. The administrative services fee commenced on April 1, 2020. For the period from January 15, 2020 (inception) through September 30, 2020 and the three months ended September 30, 2020 , the Company incurred $90,000 and $45,000 in fees for these services. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans . During the period ended September 30, 2020, the Sponsor loaned an aggregate $230,000 to the Company. As of September 30, 2020, there was $230,000 outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | 6. Commitments and Contingencies Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of September 30, 2020. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. | 6. Commitments and Contingencies Operating Leases The Company’s primary operating lease commitment relates to its headquarters in San Francisco, California, which requires monthly lease payments through March 31, 2020. In November 2018, the Company entered into an operating lease agreement related to its office in Portland, Oregon, which requires monthly lease payments through May 2022. In March 2019, the Company entered into a lease agreement for additional office space in its current San Francisco headquarters. The amended lease is through March 31, 2020 and will result in a total amount of $1.5 million in future minimum lease payments. In May 2019, the Company entered into an operating lease related to its new headquarters in San Francisco. The lease is through July 2029 and will result in a total of $25.6 million in future minimum lease payments, which exclude a tenant improvement allowance from the landlord of up to $2.5 million. In December 2019, the Company entered into an operating lease related to additional office space in San Francisco. The lease is through March 31, 2021 and will result in a total of $8.8 million in future minimum lease payments. The Company recognizes rent expense on a straight-line basis over the lease period and accounts for the difference between straight-line rent and actual lease payments as deferred rent. Rent expense for all facility leases was $1.9 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively. Future minimum payments under the Company’s non-cancelable leases as of December 31, 2019, are as follows: Operating Lease Commitments Year ended December 31, 2020 $ 5,634 2021 7,924 2022 2,487 2023 2,368 2024 2,439 Thereafter 16,498 Future minimum lease payments $ 37,350 Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of December 31, 2019. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. | |
Flying Eagle Acquisition Corp [Member] | |||
Commitments and Contingencies | 5. Commitments and Contingencies Underwriting Agreement The Company is committed to pay the Deferred Discount totaling $24,150,000, or 3.5% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters will not be entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination. Risks and Uncertainties Management continues to evaluate the impact of the COVID‑19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s, or its target’s, financial position, results of its operations and/or completion of the Business Combination, the specific impact is not readily determinable as of the date of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Trust Account
Trust Account | 9 Months Ended |
Sep. 30, 2020 | |
Flying Eagle Acquisition Corp [Member] | |
Trust Account | 6. Trust Account As of September 30, 2020, investment securities in the Company's Trust Account consisted of $690,030,228 in United States Treasury Bills and another $9,242 held as cash. The Company classifies its Treasury Instruments and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments — Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held‑to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The following table presents fair value information as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding loss. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Gross Quoted Prices in Unrealized Active Markets Carrying Value Holding (Loss) (Level 1) U.S. Government Treasury Securities as of September 30, 2020 (1) $ 690,030,228 $ (2,872) $ 690,033,100 (1) Matured on October 6, 2020. Reinvested on October 7, 2020. Transfers to/from Levels 1, 2, and 3 are recognized at the end of the reporting period. There were no transfers between levels for the period from January 15, 2020 (inception) through September 30, 2020. During the three month period ended September 30, 2020, the Company withdrew $652,000 from the Trust for working capital and to pay taxes. Level 1 instruments include investments in money market funds and U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. |
Stockholders' Equity
Stockholders' Equity | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity | 8. Stockholders’ Deficit Common Stock As of September 30, 2020, the Board of Directors has authorized the Company to issue 110 million shares of Class A common stock and 505 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2020, no dividends have been declared. Class A Common Stock As of September 30, 2020, there were 109,885,079 shares of Class A common stock issued and outstanding. As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of September 30, 2020, there were 61,345,161 shares of Class B common stock issued and outstanding. As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | 9. Stockholders’ Deficit Common Stock As of December 31, 2019, the Board of Directors has authorized the Company to issue 105 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2019, no dividends have been declared. Class A Common Stock As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. As of December 31, 2018, there were 87,669,412 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. As of December 31, 2018, there were 44,197,558 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Stockholders' Equity | 5. Stockholder’s equity Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. At January 24, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. At January 24, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding, of which up to 2,250,000 are subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Offering. The shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1:2 stock split in March 2020. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At January 24, 2020, there are no shares of preferred stock issued or outstanding. | 7. Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were 69,000,000 shares of Class A common stock issued and outstanding of which, 66,090,379 were classified outside of permanent equity. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of September 30, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding. Preferred stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2020, there were no shares of preferred stock issued or outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement relating to the Warrants. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem its outstanding Warrants in whole and not in part, for the number of Class A ordinary shares determined by reference to the table set forth in the Company’s prospectus relating to the Public Offering based on the redemption date and the “fair market value” of the Class A Common Stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Warrants, as described above and if, and only if, there is an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given. The “fair market value” of the shares of Class A Common Stock is the average last reported sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances. If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A Common Stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. However, if the Company does not complete its initial Business Combination on or prior to March 10, 2022, the Warrants will expire at the end of such period. |
Proposed Business Combination
Proposed Business Combination | 9 Months Ended |
Sep. 30, 2020 | |
Flying Eagle Acquisition Corp [Member] | |
Proposed Business Combination | 8. Proposed Business Combination On September 1, 2020, the Company entered into an agreement and plan of merger by and among the Company, FEAC Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”), Skillz Inc. (“Skillz”) and Andrew Paradise, solely in his capacity as representative of the stockholders of Skillz (the “Founder”) (as it may be amended and/or restated from time to time, the “Merger Agreement”). The merger was unanimously approved by the Company’s board of directors on September 1, 2020. If the Merger Agreement is approved by the Company’s and Skillz’s stockholders, and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”). In addition, in connection with the consummation of the Business Combination, the Company will be renamed “Skillz, Inc.” and is referred to herein as “New Skillz” as of the time following such change of name. Under the Merger Agreement, the Company has agreed to acquire all of the outstanding equity interests of Skillz for approximately $3.5 billion in aggregate consideration to be paid at the effective time of the Business Combination. Such consideration will be paid through cash and/or stock in New Skillz as follows: each stockholder of Skillz holding shares of common stock of Skillz immediately prior to the effective time of the Business Combination can either elect to receive, with respect to each share of common stock of Skillz it holds, (x) an amount of cash or (y) shares of common stock of New Skillz, in the case of each of clauses (x) and (y) above, calculated based on the per share merger consideration value formula as set forth in the Merger Agreement and, in the case of the shares of common stock of New Skillz, calculated based on a price of $10 per share (the “Closing Price”). If such stockholder fails to make such election within the required time, it will be deemed to have made an election to receive stock consideration. The shares of common stock of New Skillz to be received by each stockholder of Skillz that elects to receive stock consideration will be as follows: (A) stockholders other than the Founder and his controlled affiliates will receive publicly listed shares of Class A common stock, and (B) the Founder and his controlled affiliates will receive shares of Class B common stock, in each case as set forth in the Merger Agreement. The cash consideration (the “Cash Consideration”) payable to all Skillz stockholders will be an amount of cash equal to the lesser of (i) (a) the funds remaining in the Company’s trust account after giving effect to redemptions of public shares, if any, and payment of Skillz’s and the Company’s outstanding transaction expenses as contemplated by the Merger Agreement, plus (b) the funds received by the Company in connection with the equity financing relating to the Subscription Agreements (as described below), plus (c) the amount of cash and cash equivalents of Skillz determined in accordance with GAAP as of 11:59 p.m. Pacific Time on the day immediately preceding consummation of the Business Combination, minus (d) $250,000,000, and (ii) solely to the extent reasonably necessary, based on the written advice of the Company’s nationally recognized tax counsel, to qualify the Business Combination either as a reorganization under Section 368(a) of the Internal Revenue Code of 1986 or a transfer under Section 351(a) of the Internal Revenue Code of 1986, such amount designated by Skillz to the Company not less than three (3) days prior to consummation of the Business Combination. If the Skillz stockholders elect to receive an aggregate amount of cash that is greater than the Cash Consideration, the amount of cash to be paid to each Skillz stockholder who elected to receive cash will be downwardly adjusted on a pro rata, per share of common stock of Skillz, basis and each such Skillz stockholder will receive additional shares of New Skillz. If the Cash Consideration exceeds the aggregate amount of cash which the Skillz stockholders elect to receive, the number of shares to be received by each Skillz stockholder that has elected to receive shares will be reduced until the cash portion of such stockholder’s total merger consideration equals the aggregate cash consideration portion of the aggregate merger consideration, and each Skillz stockholder will receive a pro rata portion of the excess cash. Other Agreements In addition to the Merger Agreement, the Company also entered into the following agreements. Subscription Agreements The Company entered into subscription agreements (the “Subscription Agreements”), each dated as of September 1, 2020, with certain institutional investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Business Combination, an aggregate of 15,853,052 shares of Class A common stock for $10.00 per share. Investors’ Rights Agreement The Company entered into an eighth amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”), dated as of September 1, 2020, among the Company, Skillz and certain of their respective stockholders, which will become effective upon consummation of the Business Combination. Pursuant to the Investors’ Rights Agreement, New Skillz will be required to register for resale securities held by the stockholders party thereto. New Skillz will have no obligation to facilitate more than one demand, made by the Sponsor, or its affiliates, that New Skillz register such stockholders’ securities. In addition, the holders have certain “piggyback” registration rights with respect to registrations initiated by New Skillz. New Skillz will bear the expenses incurred in connection with the filing of any registration statements pursuant to the Investors’ Rights Agreement. The Investors’ Rights Agreement also restricts the ability of each stockholder who is a party thereto to transfer its shares of New Skillz common stock for a period of 2 years following the closing of the Business Combination, subject to certain permitted transfers. In general, 1,500,000 shares of New Skillz common stock held by each stockholder who is a party to the Investors’ Rights Agreement and its affiliates will be released from the transfer restrictions each quarter beginning on the date that is six months following the Closing. Support Agreements In connection with and following the execution of the Merger Agreement, certain Skillz stockholders (the “Skillz Supporting Stockholders”) entered into Skillz support agreements with the Company (the “Support Agreements”). Under the Support Agreements, each Skillz Supporting Stockholder agreed, on (or effective as of) the third business day following the SEC declaring effective the proxy statement/prospectus relating to the approval by the Company’s stockholders of the Business Combination, to execute and deliver a written consent with respect to the outstanding shares of Skillz common stock and preferred stock held by such Skillz Supporting Stockholder adopting the Merger Agreement and approving the Business Combination. The shares of Skillz common stock and preferred stock that are owned by the Skillz Supporting Stockholders and subject to the Support Agreements represent over 85% of the outstanding voting power of Skillz common stock and preferred stock (on an as converted basis). In addition, the Support Agreements prohibit the Skillz Supporting Stockholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. Non-Redemption Agreements In connection with and following the entry into the Merger Agreement, the Company entered into non-redemption agreements with certain holders of shares of the Company’s Class A common stock, pursuant to which such holders agreed not to exercise their redemption rights in connection with the Business Combination (the “Non-Redemption Agreements”). The aggregate number of shares of the Company’s Class A common stock subject to the Non-Redemption Agreements is 9,577,500, which represents $95.84 million of otherwise exercisable redemption rights. If the Business Combination is not consummated, the restriction on redemption would no longer apply. Sponsor Agreement In connection with the execution of the Merger Agreement, the Sponsor entered into an Agreement (the “Sponsor Agreement”) with Skillz, pursuant to which the Sponsor agreed to vote all shares of the Company’s common stock beneficially owned by it in favor of each of the proposals at the Company’s Special Meeting, to use its reasonable best efforts to take all actions reasonably necessary to consummate the Business Combination and to not take any action that would reasonably be expected to materially delay or prevent the satisfaction of the conditions to the Business Combination set forth in the Merger Agreement. The Sponsor also agreed that, at the Closing, it would deposit the Earnout Shares into the earnout escrow account and it would agree to cancel 899,797 shares of the Company’s common stock and 5,016,666 private placement warrants held by the Sponsor. Voting Agreements In connection with the Merger Agreement, Skillz entered into voting and support agreements (the “Voting Agreements”) with holders of 6,972,518 shares of the Company's common stock pursuant to which such stockholders have agreed to vote in favor of the Business Combination. When such Voting Agreements are taken together with the Sponsor's agreement to vote in favor of the Business Combination, holders of approximately 28% of the issued and outstanding common stock of the Company have agreed to vote in favor of the Business Combination and the other proposals set forth in the proxy statement/prospectus described below. The Voting Agreements do not contain any restrictions on transfer and the covenants to vote terminate upon the earlier of closing or termination of the Merger Agreement. Additional information regarding the Business Combination is available in the proxy statement/prospectus initially filed by the Company with the SEC on September 4, 2020, as amended on October 14, 2020 and November 2, 2020. |
Subsequent Events
Subsequent Events | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsequent Events | 14. Subsequent Events For its unaudited interim financial statements as of September 30, 2020 and the nine-month period then ended, the Company has evaluated the effects of subsequent events through November 17, 2020, which is the date that these unaudited interim financial statements were available to be issued. In October 2020, the Company amended its certificate of incorporation to increase the number of Class A shares authorized for issuance from 110 million to 125 million shares. Events subsequent to the original issuance of unaudited interim financial statements On December 16, 2020, FEAC consummated the previously announced business combination pursuant to the terms of the merger agreement dated as of September 1, 2020. In connection with the closing of the business combination, the Company granted to the Company's Chief Executive Officer options to purchase 9,960,000 shares of New Skillz Class B common stock and to the Chief Revenue Officer options to purchase 2,040,000 shares of New Skillz Class A common stock. The options shall vest and become exercisable based on the attainment of certain stock price targets of the New Skillz Class A common stock following the grant date. The exercise price of such options is $17.68, the closing price of the New Skillz Class A common stock on December 16, 2020. | 14. Subsequent Events The Company evaluated subsequent events through September 4, 2020, which is the date these financial statements were available to be issued. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. A subsequent closing of Series E preferred financing is scheduled to take place in September 2020. Terms of the redeemable convertible Series E preferred financing are consistent with those of the redeemable convertible Series D‑1 preferred stock. In May 2020, certain existing and new investors acquired $10.0 million of outstanding Class B common stock from employees. The Company will recognize $3.4 million in stock-based compensation expense. In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. In September 2020, the Company entered into a merger agreement (“Merger”) with Flying Eagle Acquisition Corp., a special purpose acquisition company (“FEAC”), whereby the Company will merge with a subsidiary of FEAC, with Skillz surviving the merger as a wholly-owned subsidiary of FEAC. In connection with the Merger, the Chief Executive Officer chose to waive his Executive grant acceleration rights that permits 100% of his then-outstanding shares to vest upon the consummation of an Exit Transaction. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Subsequent Events | 6. Subsequent events On March 2, 2020, the Sponsor transferred 20,000 founder shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 founder shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. | 9. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that, except as noted above, all such events that would require recognition or disclosure have been recognized or disclosed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Net Income (Loss) Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. | |||
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and the redemption value of redeemable convertible preferred stock. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. | |||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. | |||
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 2016‑13 (Topic 326), Financial Instruments — Credit Losses . ASU 2016‑13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016‑13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019‑10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) . This ASU defers the effective date of ASU 2016‑13 for non-public companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016‑13 on its financial statements for future periods and had not elected early adoption. In February 2016, the FASB issued ASU 2016‑02 (Topic 842), Leases , and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017‑13, 2018‑01, 2018‑10, 2018‑11, 2018‑20 and 2019‑01 (collectively, including ASU 2016‑02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases . The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016‑02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For non-public entities, ASU No. 2016‑02 is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the initial stage of its assessment of the new standard and is currently evaluating the timing of adoption, the quantitative impact of adoption, and the related disclosure requirements. The Company expects that the adoption will result in the recognition of right-of-use assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet. The Company does not expect the adoption of Topic 842 to have a material impact to the statements of operations or to have any impact on its cash flows from operating, investing, or financing activities. Recently Adopted Accounting Pronouncements In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The Company adopted this guidance at the beginning of its fiscal year-ended December 31, 2018. The adoption of the standard did not have a material impact on the financial statements. In November 2016, FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash . The standard requires that changes in restricted cash be reflected with changes in cash and cash equivalents on the statement of cash flows and that a reconciliation between cash and cash equivalents presented on the balance sheet and cash, cash equivalents, and restricted cash presented on the statement of cash flows be provided. The Company adopted this standard in its fiscal year-ended December 31, 2019. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This standard clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. In January 2016, the FASB issued ASU 2016‑01, Financial Instruments-Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. | |||
Flying Eagle Acquisition Corp [Member] | ||||
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. | Basis of Presentation These unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended September 30, 2020. Operating results for the periods ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 16, 2020. | ||
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |||
Liquidity and Capital Resources | Liquidity and Capital Resources As of September 30, 2020, the Company had $255,827 in its operating bank account, and working capital of approximately $14,330. The Company's liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of up to approximately $300,000 from the Sponsor pursuant to a Note (defined below, see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note in March 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors intend, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 4). As of September 30, 2020, there was $230,000 outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. | |||
Net Income (Loss) Per Share | Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. | Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income per share. Net income per common share for basic and diluted Class A common stock for the three months ended September 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $188,589 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $11,617 by the weighted average number of Class A redeemable common stock since issuance. Net income per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through September 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $691,470, net of franchise taxes of $140,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $65,470 by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. All interest income earned on the Trust Account is attributable to Class B common stock. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 revenue and expenses during the reporting periods. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2020, the Company had no cash equivalents. | |||
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2020, 66,090,379 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share. | |||
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through September 30, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. | |||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of January 24, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 24, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $153,000, which had a full valuation allowance recorded against it of approximately $153,000. There were no unrecognized tax benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's current taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020, and the period from January 15, 2020 (inception) through September 30, 2020, the Company recorded income tax expense of $11,617 and $65,470, respectively. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from January 15, 2020 (inception) through September 30, 2020 was approximately -15.7% and -1.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Trust Account (Tables)
Trust Account (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Flying Eagle Acquisition Corp [Member] | |
Summary of fair values of investments | The following table presents fair value information as of September 30, 2020 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In addition, the table presents the carrying value (held to maturity), excluding accrued interest income and gross unrealized holding loss. Since all of the Company’s permitted investments consist of U.S. government treasury bills and cash, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets as follows: Gross Quoted Prices in Unrealized Active Markets Carrying Value Holding (Loss) (Level 1) U.S. Government Treasury Securities as of September 30, 2020 (1) $ 690,030,228 $ (2,872) $ 690,033,100 (1) Matured on October 6, 2020. Reinvested on October 7, 2020. |
Organization and Business Ope_2
Organization and Business Operations - Business Combination (Details) - Skillz Inc - Flying Eagle Acquisition Corp [Member] | Sep. 01, 2020USD ($)$ / shares |
Business Acquisition [Line Items] | |
Consideration for acquisition of shares | $ 3,500,000,000 |
Closing price | $ / shares | $ 10 |
Amount used for determination of cash consideration | $ 250,000,000 |
Period prior to consummation of the Business Combination for designation of cash consideration | 3 days |
Organization and Business Ope_3
Organization and Business Operations - Financing (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 05, 2020 |
Significant Accounting Policies | |||||
Proceeds from issuance of shares | $ 690,000,000 | ||||
Proceeds from sale of private placement warrants | $ 15,050,000 | ||||
Price per share | $ 12 | $ 12 | |||
Number of warrants to purchase shares issued | 10,033,333 | 10,033,333 | |||
Exercise price of warrants | $ 1.50 | $ 1.50 | |||
Principal deposited in Trust Account | $ 600,000,000 | $ 690,000,000 | |||
Public Offering | |||||
Significant Accounting Policies | |||||
Proceeds from issuance of shares | $ 690,000,000 | $ 600,000,000 | |||
Number of shares issued | 69,000,000 | ||||
Price per share | $ 10 | ||||
Private Placement | |||||
Significant Accounting Policies | |||||
Number of warrants to purchase shares issued | 10,033,333 | ||||
Exercise price of warrants | $ 1.50 | ||||
Principal deposited in Trust Account | $ 690,000,000 | ||||
Over-allotment | |||||
Significant Accounting Policies | |||||
Number of shares issued | 9,000,000 |
Organization and Business Ope_4
Organization and Business Operations - Trust Account (Details) - USD ($) | Jan. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Flying Eagle Acquisition Corp [Member] | ||||
Annual limit to fund working capital requirements | $ 1,000,000 | $ 1,000,000 | ||
Common stock, par value | $ 0.0001 | |||
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | 100.00% | ||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | 24 months | ||
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% | 100.00% | ||
Threshold period from closing of public offering the company is unable to complete business combination | 24 months | 24 months | ||
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | 2 days | ||
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters' fees and commissions | $ 5,000,001 | $ 5,000,001 | ||
Threshold business days for redemption of shares of trust account | 10 days | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Significant Accounting Polici_3
Significant Accounting Policies - Liquidity and Capital Resources (Details) - USD ($) | Jan. 24, 2020 | Jan. 15, 2020 | Feb. 29, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash | $ 56,861,000 | $ 25,628,000 | $ 22,540,000 | ||||
Flying Eagle Acquisition Corp [Member] | |||||||
Cash | 255,827 | ||||||
Working capital | 14,330 | ||||||
Capital contribution by sponsor | $ 25,000 | $ 25,000 | |||||
Proceeds from loan | 300,000 | $ 300,000 | |||||
Working Capital Loan | $ 0 | ||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | |||||||
Capital contribution by sponsor | 25,000 | ||||||
Proceeds from loan | 300,000 | ||||||
Working Capital Loan | $ 230,000 | ||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | Class B common stock | |||||||
Capital contribution by sponsor | $ 25,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Net income (loss) per share and Cash and Cash Equivalents (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies | ||||||
Shares excluded since their inclusion would be anti-dilutive | 326,855,381 | 287,772,934 | 288,040,461 | 264,328,711 | ||
Income tax expense | $ (100,000) | $ 0 | $ 0 | |||
Flying Eagle Acquisition Corp [Member] | ||||||
Significant Accounting Policies | ||||||
Interest income earned on Trust Account | $ 188,589 | $ 691,470 | ||||
Franchise taxes | 50,000 | 140,548 | ||||
Aggregate limit of working capital | 1,000,000 | 1,000,000 | 1,000,000 | |||
Income tax expense | 11,617 | 65,470 | ||||
Cash equivalents | $ 0 | $ 0 | $ 0 | |||
Flying Eagle Acquisition Corp [Member] | Public Offering | ||||||
Significant Accounting Policies | ||||||
Shares excluded since their inclusion would be anti-dilutive | 17,250,000 | |||||
Flying Eagle Acquisition Corp [Member] | Private placement warrants | ||||||
Significant Accounting Policies | ||||||
Shares excluded since their inclusion would be anti-dilutive | 10,033,333 |
Significant Accounting Polici_5
Significant Accounting Policies - Class A common stock subject to possible redemption (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Jan. 24, 2020 | |
Significant Accounting Policies | ||
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters' fees and commissions | $ 5,000,001 | $ 5,000,001 |
Public Offering | ||
Significant Accounting Policies | ||
Number of shares issued | 69,000,000 | |
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters' fees and commissions | $ 5,000,001 | |
Shares subject to possible redemption | 66,090,379 | |
Shares subject to possible redemption, par value per share | $ 10 |
Significant Accounting Polici_6
Significant Accounting Policies - Offering costs and income taxes (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 24, 2020 | Dec. 31, 2018 |
Offering Costs | ||||||||
Offering costs | $ 653,000 | |||||||
Income Taxes | ||||||||
Deferred tax asset | $ 23,470,000 | $ 16,711,000 | ||||||
Valuation allowance | 23,455,000 | $ 16,710,000 | ||||||
Income tax expense | (100,000) | $ 0 | $ 0 | |||||
Flying Eagle Acquisition Corp [Member] | ||||||||
Offering Costs | ||||||||
Offering costs | $ 38,688,692 | $ 649,398 | ||||||
Underwriters discounts | 37,950,000 | |||||||
Deferred discount | 24,150,000 | $ 24,150,000 | 24,150,000 | 24,150,000 | ||||
Professional, printing, filing, regulatory and other costs incurred | 738,692 | |||||||
Income Taxes | ||||||||
Deferred tax asset | 153,000 | 153,000 | 153,000 | 153,000 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | $ 0 | |||
Valuation allowance | 153,000 | 153,000 | 153,000 | 153,000 | ||||
Amounts accrued for the payment of interest and penalties | $ 0 | 0 | $ 0 | 0 | $ 0 | |||
Income tax expense | $ 11,617 | $ 65,470 | ||||||
Effective tax rate (as a percent) | (15.70%) | (1.70%) |
Public Offering (Details)
Public Offering (Details) - USD ($) | Mar. 10, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 05, 2020 | Jan. 24, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Public Offering | |||||||
Common stock, shares authorized | 615,000,000 | 615,000,000 | 615,000,000 | ||||
Class A common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | ||||
Flying Eagle Acquisition Corp [Member] | |||||||
Public Offering | |||||||
Price per share | $ 12 | $ 12 | |||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||||
Payments of underwriting discount | $ 13,800,000 | ||||||
Deferred underwriting compensation | $ 24,150,000 | ||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |||||
Price per share | $ 10 | $ 10 | |||||
Flying Eagle Acquisition Corp [Member] | Public Offering | |||||||
Public Offering | |||||||
Sale of Units to the public at $10.00 per unit (in shares) | 69,000,000 | ||||||
Price per share | $ 10 | ||||||
Number of warrants in a unit | 0.25 | ||||||
Payments of underwriting discount | $ 13,800,000 | ||||||
Underwriting discount per unit | $ 0.20 | ||||||
Deferred underwriting compensation | $ 24,150,000 | ||||||
Deferred underwriting discount per unit | $ 0.35 | ||||||
Flying Eagle Acquisition Corp [Member] | Public Offering | Class A common stock | |||||||
Public Offering | |||||||
Price per share | $ 11.50 | ||||||
Number of Shares Issued Per Unit | 1 | ||||||
Number of shares issuable per warrant | 1 | ||||||
Flying Eagle Acquisition Corp [Member] | Over-allotment | |||||||
Public Offering | |||||||
Common stock, shares authorized | 9,000,000 | ||||||
Sale of Units to the public at $10.00 per unit (in shares) | 9,000,000 | ||||||
Number of Shares Issued Per Unit | 9,000,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder shares (Details) | May 08, 2020USD ($)shares | Mar. 05, 2020$ / sharesshares | Mar. 02, 2020USD ($)shares | Feb. 10, 2020shares | Jan. 24, 2020USD ($)$ / sharesshares | Jan. 15, 2020USD ($)$ / sharesshares | Jun. 30, 2018 | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)shares | Sep. 30, 2020shares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Related Party Transactions | ||||||||||||
Convertible stock split ratio | 10 | 10 | 10 | |||||||||
Kazam | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | ||||||||||
Class B common stock | ||||||||||||
Related Party Transactions | ||||||||||||
Common stock outstanding | 61,345,161 | 61,345,161 | 50,525,891 | 44,197,558 | ||||||||
Flying Eagle Acquisition Corp [Member] | ||||||||||||
Related Party Transactions | ||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | $ 25,000 | ||||||||||
Common stock outstanding | 17,250,000 | |||||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | ||||||||||
Price per share | $ / shares | $ 12 | $ 12 | ||||||||||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | |||||||||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | 30 days | |||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | ||||||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | ||||||||||||
Related Party Transactions | ||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | |||||||||||
Number of shares transferred to each initial stockholder | 20,000 | 14,375,000 | ||||||||||
Number of shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | |||||||||
Aggregate purchase price | $ | $ 80,000 | $ 80,000 | ||||||||||
Related Party Transaction, Number of Shares Held | 17,190,000 | 17,210,000 | 14,335,000 | |||||||||
Flying Eagle Acquisition Corp [Member] | Laurence E. Paul | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares transferred to each initial stockholder | 20,000 | |||||||||||
Flying Eagle Acquisition Corp [Member] | Messrs. Delman | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares received from sponsor | 20,000 | |||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | ||||||||||||
Related Party Transactions | ||||||||||||
Number of shares for forfeited | 2,250,000 | |||||||||||
Common stock outstanding | 17,250,000 | 17,250,000 | 17,250,000 | |||||||||
Price per share | $ / shares | $ 0.002 | |||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Sponsor | ||||||||||||
Related Party Transactions | ||||||||||||
Stock-based compensation (in shares) | 11,500,000 | |||||||||||
Capital contribution by sponsor | $ | $ 25,000 | |||||||||||
Capital contribution by sponsor per share | $ / shares | $ 0.002 |
Related Party Transactions - Pr
Related Party Transactions - Private placement warrants (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | Mar. 05, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 01, 2020 | Mar. 31, 2020 |
Related Party Transactions | |||||
Number of warrants to purchase shares issued | 10,033,333 | 10,033,333 | |||
Exercise price of warrants | $ 1.50 | $ 1.50 | |||
Proceeds from issuance of warrants | $ 15,050,000 | ||||
Price per share | $ 12 | $ 12 | |||
Principal deposited in Trust Account | $ 600,000,000 | $ 690,000,000 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | |||
Class A common stock | |||||
Related Party Transactions | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||
Price per share | $ 10 | $ 10 | |||
Private Placement | |||||
Related Party Transactions | |||||
Number of warrants to purchase shares issued | 10,033,333 | ||||
Exercise price of warrants | $ 1.50 | ||||
Aggregate price of warrants | $ 15,050,000 | ||||
Principal deposited in Trust Account | $ 690,000,000 | ||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days | |||
Private Placement | Class A common stock | |||||
Related Party Transactions | |||||
Price per share | $ 10 |
Related Party Transactions - Sp
Related Party Transactions - Sponsor loans administrative services agreement and working capital loans (Details) - USD ($) | Jan. 24, 2020 | Feb. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Sponsor Loans | |||||||
Principal amount paid | $ 10,000,000 | $ 3,500,000 | $ 5,000,000 | ||||
Sponsor | |||||||
Sponsor Loans | |||||||
Promissory note outstanding | $ 0 | 0 | $ 0 | ||||
Flying Eagle Acquisition Corp [Member] | |||||||
Sponsor Loans | |||||||
Proceeds from issuance of an unsecured promissory note from sponsor | $ 300,000 | $ 300,000 | |||||
Promissory note outstanding | 0 | 230,000 | $ 230,000 | 230,000 | |||
Administrative Services Agreement | |||||||
Maximum administrative services expenses per month | 15,000 | 15,000 | |||||
Total administrative services expenses | 45,000 | $ 90,000 | |||||
Working Capital Loans | |||||||
Maximum amount of working capital loans | $ 1,500,000 | $ 1,500,000 | |||||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | $ 1.50 | |||
Borrowings under working capital loan | $ 0 | ||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | |||||||
Sponsor Loans | |||||||
Proceeds from issuance of an unsecured promissory note from sponsor | $ 300,000 | ||||||
Principal amount paid | 230,885 | ||||||
Working Capital Loans | |||||||
Borrowings under working capital loan | $ 230,000 | $ 230,000 | $ 230,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Flying Eagle Acquisition Corp [Member] | 3 Months Ended |
Sep. 30, 2020USD ($) | |
Deferred discount | $ 24,150,000 |
Deferred discount as a percent of gross offering proceeds | 3.50% |
Trust Account (Details)
Trust Account (Details) - Flying Eagle Acquisition Corp [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Trust Account | ||
Fair value assets level 1 to level 2 transfers | $ 0 | $ 0 |
Fair value assets level 2 to level 1 transfers | 0 | 0 |
Transfers into level 3 | 0 | |
Transfers out of level 3 | 0 | |
Amount withdrawn from trust account | 652,000 | |
US Treasury and Government | ||
Trust Account | ||
Held as cash | 9,242 | 9,242 |
Carrying Value | 690,030,228 | 690,030,228 |
Gross Unrealized Holding Loss | (2,872) | (2,872) |
US Treasury and Government | Level 1 | ||
Trust Account | ||
Fair Value | $ 690,033,100 | $ 690,033,100 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Mar. 10, 2020 | Mar. 05, 2020$ / sharesshares | Jan. 24, 2020item$ / sharesshares | Sep. 30, 2020item$ / sharesshares | Mar. 31, 2020$ / shares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares |
Stockholders Equity | |||||||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, shares authorized | 35,305,078 | 32,155,078 | 29,155,078 | ||||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Convertible preferred stock, shares outstanding | 25,684,404 | 23,337,391 | 20,262,664 | ||||
Class A common stock | |||||||
Stockholders Equity | |||||||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 109,885,079 | 99,014,030 | 99,000,000 | ||||
Common stock, shares outstanding | 109,885,079 | 99,014,030 | 87,669,412 | ||||
Class B common stock | |||||||
Stockholders Equity | |||||||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 | ||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 61,345,161 | 50,525,891 | 44,197,558 | ||||
Common stock, shares outstanding | 61,345,161 | 50,525,891 | 44,197,558 | ||||
Flying Eagle Acquisition Corp [Member] | |||||||
Stockholders Equity | |||||||
Common stock, par value | $ / shares | $ 0.0001 | ||||||
Common stock, shares outstanding | 17,250,000 | ||||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Preferred shares, shares issued | 0 | 0 | |||||
Convertible preferred stock, shares outstanding | 0 | 0 | |||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||||
Threshold period for filing registration statement after business combination | 15 days | ||||||
Warrants expiration term | 5 years | ||||||
Redemption price per warrant | $ / shares | $ 0.01 | ||||||
Threshold period for written notice of redemption | 30 days | ||||||
Redemption price of stock | $ / shares | $ 18 | ||||||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | ||||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | 30 days | ||||
Redemption period after the warrants become exercisable | 90 days | ||||||
Price per share | $ / shares | $ 12 | $ 12 | |||||
Percentage of gross proceeds on total equity proceeds | 50.00% | ||||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | ||||||
Adjustment of redemption price of stock based on market value (as a percent) | 180.00% | ||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||
Stockholders Equity | |||||||
Shares authorized to issue | 380,000,000 | 380,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 0 | 2,909,621 | |||||
Common shares, shares issued | 69,000,000 | ||||||
Common stock, shares outstanding | 0 | 2,909,621 | |||||
Common shares, shares outstanding | 69,000,000 | ||||||
Shares subject to possible redemption | 66,090,379 | ||||||
Threshold period for written notice of redemption | 30 days | ||||||
Price per share | $ / shares | $ 10 | $ 10 | |||||
Number of trading days on which fair market value of shares is reported | 10 days | ||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | Minimum | |||||||
Stockholders Equity | |||||||
Threshold period for written notice of redemption | 30 days | ||||||
Price per share | $ / shares | $ 9.20 | ||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||
Stockholders Equity | |||||||
Shares authorized to issue | 20,000,000 | 20,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Common stock issued | 17,250,000 | 17,250,000 | |||||
Common stock, shares outstanding | 17,250,000 | 17,250,000 | |||||
Common shares, votes per share | item | 1 | 1 | |||||
Price per share | $ / shares | $ 0.002 |
Proposed Business Combination (
Proposed Business Combination (Details) - Flying Eagle Acquisition Corp [Member] - Skillz Inc | Sep. 01, 2020USD ($)$ / shares |
Business Acquisition [Line Items] | |
Consideration for acquisition of shares | $ 3,500,000,000 |
Closing price | $ / shares | $ 10 |
Amount used for determination of cash consideration | $ 250,000,000 |
Period prior to consummation of the Business Combination for designation of cash consideration | 3 days |
Proposed Business Combination -
Proposed Business Combination - Other Agreements (Details) $ / shares in Units, $ in Thousands | Sep. 01, 2020USD ($)item$ / sharesshares | Sep. 30, 2020$ / shares | Mar. 31, 2020$ / shares | Mar. 05, 2020$ / shares | Jan. 24, 2020$ / shares |
Business Acquisition [Line Items] | |||||
Threshold number of demands to be facilitated | item | 1 | ||||
Flying Eagle Acquisition Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Price per share | $ / shares | $ 12 | $ 12 | |||
Period during which the shares are restricted to be transferred | 2 years | ||||
Number of shares restricted to be transferred | 1,500,000 | ||||
Period after which the share restrictions will be released | 6 months | ||||
Flying Eagle Acquisition Corp [Member] | Skillz Inc | |||||
Business Acquisition [Line Items] | |||||
Outstanding voting power of common stock and preferred stock held by Supporting Stockholders (as a percent) | 85.00% | ||||
Number of common stock agreed to be cancelled | 899,797 | ||||
Number of private placement warrants agreed to be cancelled | 5,016,666 | ||||
Number of shares held by stockholders with whom Voting Agreements were entered | 6,972,518 | ||||
Percentage of issued and outstanding common stockholders who have agreed to vote in favor of the Business Combination | 28.00% | ||||
Class A common stock | Flying Eagle Acquisition Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Price per share | $ / shares | $ 10 | $ 10 | |||
Aggregate number of shares subject to Non-Redemption Agreements | 9,577,500 | ||||
Amount of shares subject to Non-Redemption Agreements | $ | $ 95,840 | ||||
Private Placement | Class A common stock | Flying Eagle Acquisition Corp [Member] | |||||
Business Acquisition [Line Items] | |||||
Shares agreed to be issued | 15,853,052 | ||||
Price per share | $ / shares | $ 10 |
BALANCE SHEET
BALANCE SHEET | Jan. 24, 2020USD ($) |
Flying Eagle Acquisition Corp [Member] | |
Current asset: | |
Cash and cash equivalents | $ 0 |
Deferred offering costs | 35,000 |
Total assets | 35,000 |
Current liabilities: | |
Accrued expenses | 10,928 |
Stockholders' equity: | |
Convertible preferred stock $0.0001 par value; 14 million shares authorized; Series A - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series A1 - 2 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series B - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018 | 0 |
Additional paid-in capital | 23,275 |
Accumulated Deficit | (928) |
Total stockholders' deficit | 24,072 |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | 35,000 |
Flying Eagle Acquisition Corp [Member] | Class A common stock | |
Stockholders' equity: | |
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | 0 |
Flying Eagle Acquisition Corp [Member] | Class B common stock | |
Stockholders' equity: | |
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | $ 1,725 |
BALANCE SHEET (Parenthetical)
BALANCE SHEET (Parenthetical) | 1 Months Ended | 2 Months Ended | |||||||
Mar. 31, 2020$ / shares | Feb. 29, 2020$ / shares | Mar. 31, 2020item$ / shares | Oct. 31, 2020shares | Sep. 30, 2020$ / sharesshares | Mar. 05, 2020shares | Jan. 24, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Convertible preferred stock, shares authorized | 35,305,078 | 32,155,078 | 29,155,078 | ||||||
Convertible preferred stock, shares outstanding | 25,684,404 | 23,337,391 | 20,262,664 | ||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 | ||||||
Flying Eagle Acquisition Corp [Member] | |||||||||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||
Preferred shares, shares issued | 0 | 0 | |||||||
Convertible preferred stock, shares outstanding | 0 | 0 | |||||||
Par value per share | $ / shares | $ 0.0001 | ||||||||
Common Stock, Shares, Outstanding | 17,250,000 | ||||||||
Class A common stock | |||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 | ||||||
Common Stock, Shares, Issued | 109,885,079 | 99,014,030 | 99,000,000 | ||||||
Common Stock, Shares, Outstanding | 109,885,079 | 99,014,030 | 87,669,412 | ||||||
Class A common stock | Subsequent event | |||||||||
Shares authorized to issue | 125,000,000 | ||||||||
Class A common stock | Flying Eagle Acquisition Corp [Member] | |||||||||
Shares subject to possible redemption | 66,090,379 | ||||||||
Shares subject to possible redemption, par value per share | $ / shares | $ 10 | ||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized to issue | 380,000,000 | 380,000,000 | |||||||
Common Stock, Shares, Issued | 2,909,621 | 0 | |||||||
Common Stock, Shares, Outstanding | 2,909,621 | 0 | |||||||
Class B common stock | |||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 | ||||||
Common Stock, Shares, Issued | 61,345,161 | 50,525,891 | 44,197,558 | ||||||
Common Stock, Shares, Outstanding | 61,345,161 | 50,525,891 | 44,197,558 | ||||||
Class B common stock | Flying Eagle Acquisition Corp [Member] | |||||||||
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Shares authorized to issue | 20,000,000 | 20,000,000 | |||||||
Common Stock, Shares, Issued | 17,250,000 | 17,250,000 | |||||||
Common Stock, Shares, Outstanding | 17,250,000 | 17,250,000 | |||||||
Shares subject to forfeiture | 2,250,000 | ||||||||
Class B common stock | Flying Eagle Acquisition Corp [Member] | Subsequent event | |||||||||
Common Stock, Shares, Outstanding | 17,250,000 | ||||||||
Number of stock splits | item | 2 | ||||||||
Number of shares issued per share upon stock split | $ / shares | $ 0.20 | $ 0.25 | $ 1.5 |
STATEMENT OF OPERATIONS
STATEMENT OF OPERATIONS - USD ($) | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Flying Eagle Acquisition Corp [Member] | |||
Revenue | $ 0 | ||
General and administrative expenses | 928 | $ 862,072 | $ 1,108,508 |
Loss from operations | (862,072) | (1,108,508) | |
Other income - interest earned on Trust Account | 188,589 | 691,470 | |
Loss before income taxes | (673,483) | (417,038) | |
Provision for income taxes | (11,617) | (65,470) | |
Net loss | $ (928) | $ (685,100) | $ (482,508) |
Weighted average common shares outstanding - Basic and diluted | 15,000,000 | ||
Net loss per share attributable to common stockholders - Basic and diluted | $ 0 | ||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||
Weighted average common shares outstanding - Basic and diluted | 69,000,000 | 69,000,000 | |
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||
Weighted average common shares outstanding - Basic and diluted | 17,250,000 | 17,250,000 | |
Net loss per share attributable to common stockholders - Basic and diluted | $ (0.04) | $ (0.03) |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - Flying Eagle Acquisition Corp [Member] - Class B common stock | 1 Months Ended | 2 Months Ended | ||
Mar. 31, 2020$ / shares | Feb. 29, 2020$ / shares | Mar. 31, 2020item$ / shares | Jan. 24, 2020shares | |
Shares subject to forfeiture | shares | 2,250,000 | |||
Subsequent event | ||||
Number of stock splits | item | 2 | |||
Number of shares issued per share upon stock split | $ / shares | $ 0.20 | $ 0.25 | $ 1.5 |
STATEMENT OF CHANGES IN STOCKHO
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Flying Eagle Acquisition Corp [Member]Class A common stockClass A and Class B common stock | Flying Eagle Acquisition Corp [Member]Class B common stockClass A and Class B common stock | Flying Eagle Acquisition Corp [Member]Additional paid-in capital | Flying Eagle Acquisition Corp [Member]Accumulated deficit | Flying Eagle Acquisition Corp [Member] | Class A and Class B common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at the beginning at Dec. 31, 2017 | $ 1,000 | $ 36,000 | $ (38,871,000) | $ (13,274,000) | |||||
Balance at the beginning (in shares) at Dec. 31, 2017 | 126,464,480 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (27,780,000) | (27,780,000) | |||||||
Balance at the end at Dec. 31, 2018 | $ 1,000 | (78,541,000) | (52,980,000) | ||||||
Balance at the end (in shares) at Dec. 31, 2018 | 131,866,970 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 14,919,000 | 14,919,000 | |||||||
Balance at the end at Sep. 30, 2019 | $ 1,000 | (156,728,000) | (129,314,000) | ||||||
Balance at the end (in shares) at Sep. 30, 2019 | 148,543,144 | ||||||||
Balance at the beginning at Dec. 31, 2018 | $ 1,000 | (78,541,000) | (52,980,000) | ||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 131,866,970 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (23,605,000) | (23,605,000) | |||||||
Balance at the end at Dec. 31, 2019 | $ 1,000 | (163,084,000) | (137,670,000) | ||||||
Balance at the end (in shares) at Dec. 31, 2019 | 149,539,921 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 78,530,000 | 78,530,000 | |||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | $ 5,480,502 | $ (482,508) | $ 5,000,010 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 | ||||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock to initial stockholder at approximately $0.002 per share | $ 1,725 | 23,275 | 25,000 | ||||||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | ||||||||
Net loss | (928) | (928) | |||||||
Balance at the end at Jan. 24, 2020 | $ 1,725 | 23,275 | (928) | 24,072 | |||||
Balance at the end (in shares) at Jan. 24, 2020 | 17,250,000 | ||||||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock to initial stockholder at approximately $0.002 per share | $ 1,725 | 23,275 | 25,000 | ||||||
Issuance of common stock to initial stockholder (in shares) | 17,250,000 | ||||||||
Sale of Units to the public at $10.00 per unit | $ 6,900 | 689,993,100 | 690,000,000 | ||||||
Underwriters' discount and offering expenses | (38,586,442) | (38,586,442) | |||||||
Sale of 10,033,333 Private Placement Warrants at $1.50 per warrant | 15,050,000 | 15,050,000 | |||||||
Adjustment to shares subject to redemption | $ (6,616) | (661,614,004) | (661,620,620) | ||||||
Adjustment to shares subject to redemption (in shares) | (66,162,062) | ||||||||
Balance at the end at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | ||||
Balance at the end (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | |||||||
Balance at the beginning at Jan. 14, 2020 | $ 0 | $ 0 | 0 | 0 | 0 | ||||
Balance at the beginning (in shares) at Jan. 14, 2020 | 0 | 0 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (482,508) | ||||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | 5,480,502 | (482,508) | 5,000,010 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 | ||||||
Balance at the beginning at Mar. 31, 2020 | $ 284 | $ 1,725 | 4,865,929 | 132,070 | 5,000,008 | ||||
Balance at the beginning (in shares) at Mar. 31, 2020 | 2,837,938 | 17,250,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Additional offering expenses | (102,250) | (102,250) | |||||||
Adjustment to shares subject to redemption | 31,730 | 31,730 | |||||||
Adjustment to shares subject to redemption (in shares) | 3,173 | ||||||||
Balance at the end at Jun. 30, 2020 | $ 284 | $ 1,725 | 4,795,409 | 202,592 | 5,000,010 | ||||
Balance at the end (in shares) at Jun. 30, 2020 | 2,841,111 | 17,250,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Adjustment to shares subject to redemption | $ 7 | 685,093 | 685,100 | ||||||
Adjustment to shares subject to redemption (in shares) | 68,510 | ||||||||
Net loss | (685,100) | ||||||||
Balance at the end at Sep. 30, 2020 | $ 291 | $ 1,725 | $ 5,480,502 | $ (482,508) | $ 5,000,010 | $ 17,000 | $ (1,099,867,000) | $ (1,074,496,000) | |
Balance at the end (in shares) at Sep. 30, 2020 | 2,909,621 | 17,250,000 | 171,230,240 |
STATEMENT OF CHANGES IN STOCK_2
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - Flying Eagle Acquisition Corp [Member] | Jan. 24, 2020$ / sharesshares |
Shares Issued, Price Per Share | $ / shares | $ 0.002 |
Class B common stock | |
Shares subject to forfeiture | shares | 2,250,000 |
STATEMENT OF CASH FLOWS
STATEMENT OF CASH FLOWS - USD ($) | Sep. 30, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (78,530,000) | $ (14,919,000) | $ (23,605,000) | $ (27,780,000) | |||
Changes in operating assets and liabilities: | |||||||
Increase in accrued expenses | 12,199,000 | ||||||
Net cash used in operating activities | (29,744,000) | (11,321,000) | (21,937,000) | (16,948,000) | |||
Cash flows from investing activities: | |||||||
Net cash used in investing activities | (3,009,000) | (2,134,000) | (3,223,000) | (867,000) | |||
Cash flows from financing activities: | |||||||
Payment of offering costs | (653,000) | ||||||
Net cash provided by financing activities | 63,986,000 | 24,963,000 | 31,168,000 | 33,330,000 | |||
Net change in cash, cash equivalents and restricted cash | 31,233,000 | 11,508,000 | 6,008,000 | 15,515,000 | |||
Cash, cash equivalents and restricted cash - beginning of year | 28,548,000 | 22,540,000 | 22,540,000 | 7,025,000 | |||
Cash, cash equivalents and restricted cash - end of year | $ 59,781,000 | $ 59,781,000 | 59,781,000 | $ 34,048,000 | $ 28,548,000 | $ 22,540,000 | |
Flying Eagle Acquisition Corp [Member] | |||||||
Net Cash Provided by (Used in) Operating Activities [Abstract] | |||||||
Net loss | $ (928) | (482,508) | |||||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||
Trust income reinvested in Trust Account | (691,470) | ||||||
Changes in operating assets and liabilities: | |||||||
Increase in accrued expenses | 928 | ||||||
Prepaid expenses | (386,229) | ||||||
Accounts payable and accrued expenses | 333,432 | ||||||
Net cash used in operating activities | 0 | (1,226,775) | |||||
Cash flows from investing activities: | |||||||
Principal Amount Deposited In Trust Account | 600,000,000 | 690,000,000 | |||||
Net cash used in investing activities | (689,348,000) | ||||||
Cash flows from financing activities: | |||||||
Proceeds from sale of private placement warrants | 15,050,000 | ||||||
Proceeds from sale of units | 690,000,000 | ||||||
Payment of underwriters' discount | (13,800,000) | ||||||
Payment of offering costs | (38,688,692) | (649,398) | |||||
Advances received from Promissory note | 460,885 | ||||||
Repayment of advances received from Promissory note | (230,885) | ||||||
Net cash provided by financing activities | 690,830,602 | ||||||
Net change in cash, cash equivalents and restricted cash | 0 | 255,827 | |||||
Cash, cash equivalents and restricted cash - beginning of year | 0 | 0 | |||||
Cash, cash equivalents and restricted cash - end of year | 255,827 | 0 | 255,827 | 255,827 | |||
Supplemental Schedule of Non-Cash Financing Activities: | |||||||
Deferred underwriting compensation | $ 24,150,000 | 24,150,000 | $ 24,150,000 | ||||
Class A common stock subject to possible redemption | 660,903,790 | ||||||
Offering costs paid by Sponsor in exchange for Founder Shares | 25,000 | ||||||
Deferred offering costs included in accrued expenses | $ 10,000 | $ 64,294 |
Organization and Business Ope_5
Organization and Business Operations | Jan. 24, 2020 | Sep. 30, 2020 |
Flying Eagle Acquisition Corp [Member] | ||
Organization and Business Operations | 1. Organization and Business Operations Incorporation Flying Eagle Acquisition Corp. (the "Company") was incorporated as a Delaware corporation on January 15, 2020. Sponsor The Company’s sponsor is Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its proposed initial public offering of Units (as defined in Note 3 below) (the “Proposed Offering”), although substantially all of the net proceeds of the Proposed Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Financing The Sponsor intends to finance a Business Combination in part with proceeds from a $600,000,000 public offering (the “Proposed Offering” — Note 3) and a private placement (Note 4). Upon the closing of the Proposed Offering and the private placement, $600,000,000 (or $690,000,000 if the underwriter’s over-allotment option is exercised in full — Note 3) will be held in the Trust Account (discussed below). Trust Account The trust account (the “Trust Account”) will be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, which we refer to as the Investment Company Act, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to fund working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the common stock included in the Units being sold in the Proposed Offering properly tendered in connection with a stockholder vote to amend the Company’s certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Proposed Offering if the Company does not complete the Business Combination within 24 months from the closing of the Proposed Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the common stock included in the Units being sold in the Proposed Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Proposed Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the trust account and not previously released to us to fund our working capital requirements and/or to pay taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Proposed Offering, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” The amount in the Trust Account is initially anticipated to be $10.00 per public share ($600,000,000 held in the Trust Account divided by 60,000,000 public shares). The Company will only have 24 months from the closing of the Proposed Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent director nominees (the “initial stockholders”) will enter into a letter agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Proposed Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Proposed Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. | 1. Organization and Business Operations Incorporation Flying Eagle Acquisition Corp. (the “Company”) was incorporated as a Delaware corporation on January 15, 2020. Subsidiaries In connection with the proposed business combination (the “Business Combination”) with Skillz Inc. (“Skillz”), the Company formed a wholly-owned subsidiary, FEAC Merger Sub Inc., which was incorporated in Delaware on August 14, 2020 (“Merger Sub”). Merger Sub did not have any activity as of September 30, 2020. Sponsor The Company’s sponsor is Eagle Equity Partners II, LLC, a Delaware limited liability company (the “Sponsor”). Harry E. Sloan, the Company’s Chief Executive Officer and Chairman, and Eli Baker, the Company’s President, Chief Financial Officer and Secretary, are members of the Sponsor. Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected. The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of Units (the “Public Offering”), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully complete a Business Combination. Business Combination On September 1, 2020, the Company entered into the Merger Agreement by and among the Company, Merger Sub, Skillz and Andrew Paradise, solely in his capacity as representative of the Founder. The merger was unanimously approved by the Company's board of directors on September 1, 2020. If the Merger Agreement is approved by the Company's and Skillz's stockholders, and the transactions contemplated by the Merger Agreement are consummated, Merger Sub will merge with and into Skillz with Skillz surviving the merger as a wholly owned subsidiary of the Company (the "Business Combination"). In addition, in connection with the consummation of the Business Combination, the Company will be renamed "Skillz, Inc." and is referred to herein as "New Skillz" as of the time following such change of name. For more detailed information regarding the Business Combination, see Note 8. Financing The Sponsor intends to finance the Business Combination in part with proceeds from the $690,000,000 Public Offering and an approximately $15,050,000 private placement (the “Private Placement”), see Notes 3 and 4. Should the Business Combination not be successful, the Company will continue to search for another business combination. The registration statement for the Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on March 5, 2020. The Company consummated the Public Offering of 69,000,000 units, including the issuance of 9,000,000 units as a result of the underwriters’ exercise of their over-allotment option in full (the “Units”), at $10.00 per Unit on March 10, 2020, generating gross proceeds of $690,000,000. Simultaneously with the closing of the Public Offering, the Company consummated the Private Placement of an aggregate of 10,033,333 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant. Upon the closing of the Public Offering and Private Placement, $690,000,000 from the net proceeds of the Public Offering and the Private Placement was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). Trust Account The proceeds held in the Trust Account were invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation (the “Charter”) provides that, other than the withdrawal of interest earned on the funds that may be released to the Company to fund working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the shares of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) included in the Units sold in the Public Offering properly submitted in connection with a stockholder vote to amend the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of the common stock included in the Units being sold in the Public Offering if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity or (iii) the redemption of 100% of the shares of Class A Common Stock included in the Units sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering. The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund its working capital requirements and/or to pay taxes. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 upon consummation of the Company’s initial Business Combination and after payment of underwriters’ fees and commissions. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account but not previously released to the Company to fund its working capital requirements (subject to an aggregate limit of $1,000,000) and/or to pay taxes. As a result, such common stock will be recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” The Company has 24 months from the closing of the Public Offering to complete its Business Combination (or until March 10, 2022). If the Company does not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsor and the Company’s executive officers and independent directors (the “initial stockholders”) entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of Class A Common Stock, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”) registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Significant Accounting Polici_7
Significant Accounting Policies | Jan. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programing interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2019 and 2018. For the year ended December 31, 2019, games provided by two developer partners accounted for 83% and 7% of the Company’s revenue. For the year ended December 31, 2018, games provided by two developer partners accounted for 70% and 16% of the Company’s revenue. The Company did not generate material international revenues in the years ended December 31, 2019 and 2018. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. · Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a currency earned for every Competition played based on the amount of the entry fee. Ticketz can be redeemed for Bonus Cash. Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the years ended December 31, 2019 and 2018, the Company recognized a reduction of revenue of $27.7 million and $11.6 million, respectively, related to these end-user incentives. · Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions. For the years ended December 31, 2019 and 2018, the Company recognized sales and marketing expense of $45.2 million and $18.7 million, respectively, related to these end-user incentives. Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred. Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, hosting expenses, allocation of shared facility and other costs, and personnel expenses. Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred. For the years ended December 31, 2019 and 2018, advertising expenses, not including marketing promotions related to the Company’s end-user incentive programs, were $53.5 million and $25.3 million, respectively. Redeemable Convertible Preferred Stock Preferred stock that is redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company is classified outside of permanent equity. Convertible preferred stock that is probable of becoming redeemable in the future is recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. The fair value of the redeemable convertible preferred stock is estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk free interest rate, and an assumption for a discount for lack of marketability, where applicable. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are classified within Other current liabilities in the Company’s Balance Sheet. Stock-Based Compensation For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period based on the estimated grant-date fair value of the awards. For awards that vest based on service, performance and market conditions, the Company recognizes stock-based compensation expense when the performance conditions are probable of being achieved based on the estimated grant-date fair value of the awards. The compensation cost related to awards with market conditions is recognized regardless of whether the market condition is satisfied, if the requisite service is provided. See Note 10 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are stock options. The fair value of stock options that vest solely based on a service condition is determined by the Black-Scholes-Merton Option (“BSM”) pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: · Fair value of common stock — The absence of an active market for the Company’s common stock requires the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock, including: · The results of contemporaneous unrelated third-party valuations of the Company’s common stock · The prices of the recent redeemable convertible preferred stock sales by the Company to investors · The rights, preferences, and privileges of preferred stock relative to those of common stock · Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions · The Company’s performance and market position relative to competitors, which may change from time to time · The Company’s historical financial results and estimated trends and prospects for the Company’s future performance · The economic and competitive environment · The financial condition, results of operations, and capital resources · The industry outlook · The valuation of comparable companies · The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions · Any adjustments necessary to recognize a lack of marketability for the Company’s common stock · Precedent sales of or offers to purchase the Company’s capital stock · Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. · Expected volatility — The expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group as there has been no public market for the Company’s shares to date. · Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. · Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. The Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value. Stock Split In June 2018, the Company effected a 10‑for‑1 stock split of its common stock. All of the share information referenced throughout the financial statements and notes to the financial statements have been retroactively adjusted to reflect this stock split. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Upon disposal of property and equipment, assets and related accumulated depreciation are removed from the accounts, and the related gain or loss is included in the results from operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. No impairment to any long-lived assets has been recorded in any of the periods presented. The Company capitalizes certain costs related to developed or modified software solely for the Company’s internal use to deliver the Company’s services. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, it is probable that the project will be completed, and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The following table presents the estimated useful lives of the Company’s property and equipment: Property and Equipment Useful Life Computer equipment and servers 3 years Capitalized internal-use software 3 years Office equipment and other 5 years Leased equipment and leasehold improvements Lesser of estimated useful life or remaining lease term Leases Leases are reviewed and classified as capital or operating at their inception. The Company records rent expense associated with its operating lease on a straight-line basis over the term of the lease. Intangible Assets, Net Intangible assets consist of patents and are stated at cost less accumulated amortization. Patent assets have an estimated useful life of 20 years and are amortized on a straight-line basis over their estimated remaining economic lives. Intangible assets, net are presented within Other Long-Term Assets on the Balance Sheets. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates in a single operating segment as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2019 and 2018, the Company did not have material revenue earned or assets located outside of the United States. Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 201 | ||
Flying Eagle Acquisition Corp [Member] | |||
Significant Accounting Policies | 2. Significant Accounting Policies Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of January 24, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 24, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | 2. Significant Accounting Policies Basis of Presentation These unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended September 30, 2020. Operating results for the periods ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 16, 2020. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Liquidity and Capital Resources As of September 30, 2020, the Company had $255,827 in its operating bank account, and working capital of approximately $14,330. The Company's liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares, the loan of up to approximately $300,000 from the Sponsor pursuant to a Note (defined below, see Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note in March 2020. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors intend, but are not obligated to, provide the Company Working Capital Loans (defined below, see Note 4). As of September 30, 2020, there was $230,000 outstanding under the Working Capital Loans. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. Management continues to evaluate the impact of the COVID-19 pandemic and has concluded that the specific impact is not readily determinable as of the date of the balance sheet. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income per share. Net income per common share for basic and diluted Class A common stock for the three months ended September 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $188,589 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $11,617 by the weighted average number of Class A redeemable common stock since issuance. Net income per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through September 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $691,470, net of franchise taxes of $140,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $65,470 by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. All interest income earned on the Trust Account is attributable to Class B common stock. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 revenue and expenses during the reporting periods. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates. Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2020, the Company had no cash equivalents. Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2020, 66,090,379 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through September 30, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $153,000, which had a full valuation allowance recorded against it of approximately $153,000. There were no unrecognized tax benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's current taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020, and the period from January 15, 2020 (inception) through September 30, 2020, the Company recorded income tax expense of $11,617 and $65,470, respectively. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from January 15, 2020 (inception) through September 30, 2020 was approximately -15.7% and -1.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Proposed Offering
Proposed Offering | Jan. 24, 2020 |
Flying Eagle Acquisition Corp [Member] | |
Proposed Offering | 3. Proposed Offering Public Units Pursuant to the Proposed Offering, the Company will offer for sale up to 60,000,000 units at a price of $10.00 per unit (the “Units”). Each Unit consists of one of the Company’s shares of Class A common stock, $0.0001 par value and one-fourth of one redeemable warrant (the “Warrants”). Each whole Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of the Proposed Offering. The exercise price and number of shares of Class A common stock issuable upon exercise of the Warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, if the Company does not complete its initial Business Combination on or prior to the 24‑month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered common stock to the holder upon exercise of Warrants issued in connection with the 60,000,000 public units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. The Company expects to grant the underwriters a 45‑day option to purchase up to 9,000,000 additional Units to cover any over-allotment, at the initial public offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 9,000,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The Company will pay an underwriting discount of 2.0% per Unit at the closing of the Proposed Offering, with an additional fee of 3.5% per Unit payable upon the Company’s completion of an Initial Business Combination. The deferred portion of the discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business Combination. |
Related Party Transactions_2
Related Party Transactions | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Related Party Transactions | 11. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 9, the Company did not have any other significant related party transactions for the nine months ended September 30, 2020 and 2019. | 12. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 10, the Company did not have any other significant related party transactions in the years ended December 31, 2019 and 2018. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Related Party Transactions | 4. Related Party Transactions Founder Shares On January 15, 2020, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. In February 2020, the Company effected a 1:1.25 stock split of each outstanding share of Class B common stock, resulting in 14,375,000 Founder Shares outstanding. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. The Founder Shares are identical to the shares of Class A common stock included in the Units being sold in the Proposed Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial stockholders will collectively own 20.0% of the Company’s issued and outstanding shares after the proposed offering to the extent that the over-allotment option is not exercised at all. All shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1.2 stock split of each outstanding share of Class B common stock in March 2020. If the Company increases or decreases the size of the offering pursuant to Rule 462(b) under the Securities Act, the Company will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable, with respect to the Founder Shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of the initial stockholders at 20.0% of the issued and outstanding shares of the common stock upon the consummation of the offering. In addition, up to 2,250,000 Founder Shares may be forfeited by the initial stockholders depending on the exercise of the underwriters’ over-allotment option The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants The Company expects that the Sponsor will purchase from the Company warrants in a private placement that will occur simultaneously with the completion of the Proposed Offering (the “Private Placement Warrants”), at an aggregate purchase price equal to the amount necessary to pay the upfront underwriting discount at the closing of the Proposed Offering plus a total of $1.25 million to pay expenses in connection with the closing of the Proposed Offering and for working capital following the Proposed Offering. Each Private Placement Warrant entitles the holder to purchase one share of Class A common stock at $11.50 per share. The purchase price of the Private Placement Warrants will be added to the proceeds from this offering to be held in the trust account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units being sold in this offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants being sold as part of the Units in this offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights The initial stockholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the prospectus for the Proposed Offering. The initial stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor has agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to this Proposed Offering. When and if issued, these loans will be payable without interest on the earlier of December 31, 2020 or the completion of the Proposed Offering. At January 24, 2020, there were no amounts outstanding under the note. Administrative Services Agreement The Company will reimburse an affiliate of the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying such monthly fees. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. There have been no borrowings under this arrangement to date. | 4. Related Party Transactions Founder Shares On January 15, 2020, the Sponsor received 11,500,000 shares of Class B common stock (the “Founder Shares”) in exchange for a capital contribution of $25,000, or approximately $0.002 per share. The Founder Shares are identical to the shares of Class A Common Stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On February 10, 2020, the Company effected a 1:1.25 stock split of the Founder Shares, resulting in the Sponsor holding 14,375,000 Founder Shares. On March 2, 2020, the Sponsor transferred 20,000 Founder Shares to each of Scott M. Delman and Joshua Kazam, directors of the Company, for an aggregate purchase price of $80 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 14,335,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Founder Shares, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and each of Messrs. Delman and Kazam holding 20,000 Founder Shares, for a total of 17,250,000 Founder Shares outstanding. On May 8, 2020, the Sponsor transferred 20,000 Founder Shares to Laurence E. Paul, a director of the Company (together with Messrs. Delman and Kazam and the Sponsor, the “initial stockholders”) for an aggregate purchase price of $80 (the same per-share price initially paid by the Sponsor), resulting in the Sponsor holding 17,190,000 Founder Shares. The shares and the associated amounts have been retroactively restated to reflect the 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and the 1:1.2 stock split in March 2020. All share and per share amounts have been retroactively restated to reflect the stock transactions. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the closing price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the Company’s initial Business Combination, and (B) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their common stock for cash, securities or other property. Private Placement Warrants In conjunction with the Public Offering, the Sponsor purchased an aggregate of 10,033,333 Private Placement Warrants, at a price of $1.50 per warrant (approximately $15,050,000 in the aggregate) in the Private Placement. Each Private Placement Warrant entitles the holder to purchase one share of Class A Common Stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account such that at closing of the Public Offering, $690,000,000 was placed in the Trust Account. The Private Placement Warrants (including the shares of common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are non-redeemable for cash so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable for cash by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Warrants issued to the Sponsor will expire worthless. Registration Rights The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $300,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The Note was payable without interest on the earlier of December 31, 2020 or the completion of the Public Offering. During the period ended September 30, 2020, borrowings on the Note totaling $230,885 were repaid in full. As of September 30, 2020, there was no amount outstanding under the Note. Administrative Services Agreement The Company entered into an administrative services agreement in which the Company reimburses an affiliate of the Sponsor for office space, utilities and secretarial and administrative services provided to members of the Company’s management team in an amount not to exceed $15,000 per month. The administrative services fee commenced on April 1, 2020. For the period from January 15, 2020 (inception) through September 30, 2020 and the three months ended September 30, 2020 , the Company incurred $90,000 and $45,000 in fees for these services. Working Capital Loans In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. Up to $1,500,000 of such loans may be convertible into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants. The terms of such loans have not been determined and no written agreements exist with respect to such loans . During the period ended September 30, 2020, the Sponsor loaned an aggregate $230,000 to the Company. As of September 30, 2020, there was $230,000 outstanding. |
Stockholders' Equity_2
Stockholders' Equity | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Stockholders' Equity | 8. Stockholders’ Deficit Common Stock As of September 30, 2020, the Board of Directors has authorized the Company to issue 110 million shares of Class A common stock and 505 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2020, no dividends have been declared. Class A Common Stock As of September 30, 2020, there were 109,885,079 shares of Class A common stock issued and outstanding. As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of September 30, 2020, there were 61,345,161 shares of Class B common stock issued and outstanding. As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | 9. Stockholders’ Deficit Common Stock As of December 31, 2019, the Board of Directors has authorized the Company to issue 105 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2019, no dividends have been declared. Class A Common Stock As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. As of December 31, 2018, there were 87,669,412 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. As of December 31, 2018, there were 44,197,558 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Stockholders' Equity | 5. Stockholder’s equity Class A Common Stock — The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. At January 24, 2020, there were no shares of Class A common stock issued or outstanding. Class B Common Stock — The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. At January 24, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding, of which up to 2,250,000 are subject to forfeiture to the Company to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the initial stockholders will collectively own 20% of the Company’s issued and outstanding common stock after the Proposed Offering. The shares and the associated amounts have been retroactively restated to reflect a 1:1.25 stock split of each outstanding share of Class B common stock in February 2020 and a 1:1:2 stock split in March 2020. Preferred stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At January 24, 2020, there are no shares of preferred stock issued or outstanding. | 7. Stockholders’ Equity Class A Common Stock - The Company is authorized to issue 380,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of September 30, 2020, there were 69,000,000 shares of Class A common stock issued and outstanding of which, 66,090,379 were classified outside of permanent equity. Class B Common Stock - The Company is authorized to issue 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Company’s Class B common stock are entitled to one vote for each share. As of September 30, 2020, there were 17,250,000 shares of Class B common stock issued and outstanding. Preferred stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. As of September 30, 2020, there were no shares of preferred stock issued or outstanding. Warrants — Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the shares of Class A Common Stock issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement relating to the Warrants. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants is not effective by the sixtieth (60th) day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Public Offering, except that the Private Placement Warrants and the shares of Class A Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Warrants for redemption (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the Class A Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. Additionally, commencing ninety days after the Warrants become exercisable, the Company may redeem its outstanding Warrants in whole and not in part, for the number of Class A ordinary shares determined by reference to the table set forth in the Company’s prospectus relating to the Public Offering based on the redemption date and the “fair market value” of the Class A Common Stock, upon a minimum of 30 days’ prior written notice of redemption and if, and only if, the last sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders, if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of shares of Class A Common Stock) as the outstanding Warrants, as described above and if, and only if, there is an effective registration statement covering the shares of Class A Common Stock issuable upon exercise of the Warrants and a current prospectus relating thereto available throughout the 30‑day period after written notice of redemption is given. The “fair market value” of the shares of Class A Common Stock is the average last reported sale price of the Class A Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If the Company calls the Warrants for redemption, management will have the option to require all holders that wish to exercise the Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Warrants may be adjusted in certain circumstances. If the Company is unable to complete a Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds with respect to their Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such Warrants. Accordingly, the Warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the initial stockholders or their affiliates, without taking into account any Founder Shares held by the initial stockholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 50% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination, and (z) the volume weighted average trading price of the Class A Common Stock during the 10 trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the Market Value, and the $18.00 per share redemption trigger price of the Warrants will be adjusted (to the nearest cent) to be equal to 180% of the Market Value. However, if the Company does not complete its initial Business Combination on or prior to March 10, 2022, the Warrants will expire at the end of such period. |
Subsequent Events_2
Subsequent Events | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Subsequent Events | 14. Subsequent Events For its unaudited interim financial statements as of September 30, 2020 and the nine-month period then ended, the Company has evaluated the effects of subsequent events through November 17, 2020, which is the date that these unaudited interim financial statements were available to be issued. In October 2020, the Company amended its certificate of incorporation to increase the number of Class A shares authorized for issuance from 110 million to 125 million shares. Events subsequent to the original issuance of unaudited interim financial statements On December 16, 2020, FEAC consummated the previously announced business combination pursuant to the terms of the merger agreement dated as of September 1, 2020. In connection with the closing of the business combination, the Company granted to the Company's Chief Executive Officer options to purchase 9,960,000 shares of New Skillz Class B common stock and to the Chief Revenue Officer options to purchase 2,040,000 shares of New Skillz Class A common stock. The options shall vest and become exercisable based on the attainment of certain stock price targets of the New Skillz Class A common stock following the grant date. The exercise price of such options is $17.68, the closing price of the New Skillz Class A common stock on December 16, 2020. | 14. Subsequent Events The Company evaluated subsequent events through September 4, 2020, which is the date these financial statements were available to be issued. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. A subsequent closing of Series E preferred financing is scheduled to take place in September 2020. Terms of the redeemable convertible Series E preferred financing are consistent with those of the redeemable convertible Series D‑1 preferred stock. In May 2020, certain existing and new investors acquired $10.0 million of outstanding Class B common stock from employees. The Company will recognize $3.4 million in stock-based compensation expense. In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. In September 2020, the Company entered into a merger agreement (“Merger”) with Flying Eagle Acquisition Corp., a special purpose acquisition company (“FEAC”), whereby the Company will merge with a subsidiary of FEAC, with Skillz surviving the merger as a wholly-owned subsidiary of FEAC. In connection with the Merger, the Chief Executive Officer chose to waive his Executive grant acceleration rights that permits 100% of his then-outstanding shares to vest upon the consummation of an Exit Transaction. | ||
Flying Eagle Acquisition Corp [Member] | ||||
Subsequent Events | 6. Subsequent events On March 2, 2020, the Sponsor transferred 20,000 founder shares to each of Scott M. Delman and Joshua Kazam, the director nominees, resulting in the Sponsor holding 14,335,000 founder shares. On March 5, 2020, the Company effected a 1:1.2 stock split of the Class B common stock, resulting in the Sponsor holding an aggregate of 17,210,000 Founder Shares and there being an aggregate of 17,250,000 Founder Shares outstanding. | 9. Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were available for issuance, require potential adjustment to or disclosure in the financial statements and has concluded that, except as noted above, all such events that would require recognition or disclosure have been recognized or disclosed. |
Significant Accounting Polici_8
Significant Accounting Policies (Policies) | Jan. 24, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Net Income (Loss) Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. | |||
Concentration of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. | |||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and the redemption value of redeemable convertible preferred stock. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. | |||
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. | |||
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. | |||
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 2016‑13 (Topic 326), Financial Instruments — Credit Losses . ASU 2016‑13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016‑13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019‑10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) . This ASU defers the effective date of ASU 2016‑13 for non-public companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016‑13 on its financial statements for future periods and had not elected early adoption. In February 2016, the FASB issued ASU 2016‑02 (Topic 842), Leases , and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017‑13, 2018‑01, 2018‑10, 2018‑11, 2018‑20 and 2019‑01 (collectively, including ASU 2016‑02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases . The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016‑02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For non-public entities, ASU No. 2016‑02 is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the initial stage of its assessment of the new standard and is currently evaluating the timing of adoption, the quantitative impact of adoption, and the related disclosure requirements. The Company expects that the adoption will result in the recognition of right-of-use assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet. The Company does not expect the adoption of Topic 842 to have a material impact to the statements of operations or to have any impact on its cash flows from operating, investing, or financing activities. Recently Adopted Accounting Pronouncements In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The Company adopted this guidance at the beginning of its fiscal year-ended December 31, 2018. The adoption of the standard did not have a material impact on the financial statements. In November 2016, FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash . The standard requires that changes in restricted cash be reflected with changes in cash and cash equivalents on the statement of cash flows and that a reconciliation between cash and cash equivalents presented on the balance sheet and cash, cash equivalents, and restricted cash presented on the statement of cash flows be provided. The Company adopted this standard in its fiscal year-ended December 31, 2019. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This standard clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. In January 2016, the FASB issued ASU 2016‑01, Financial Instruments-Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. | |||
Subsequent Events | Subsequent Events Management has evaluated subsequent events to determine if events or transactions occurring after the date of the balance sheet, require potential adjustment to or disclosure in the balance sheet and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. | |||
Flying Eagle Acquisition Corp [Member] | ||||
Basis of Presentation | Basis of Presentation The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014‑15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern” as of January 24, 2020, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements. | Basis of Presentation These unaudited condensed consolidated financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of the results for the periods ended September 30, 2020. Operating results for the periods ended September 30, 2020 are not necessarily indicative of the results that may be expected through December 31, 2020 and should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on March 5, 2020, and the Company’s audited balance sheet and notes thereto included in the Company’s Form 8‑K filed with the SEC on March 16, 2020. | ||
Net Income (Loss) Per Share | Net Loss Per Share Net loss per share of common stock is computed by dividing net loss applicable to stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury method. At January 24, 2020, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury method. As a result, diluted loss per share of common stock is the same as basic loss per share of common stock for the period. | Net Income (Loss) Per Share Net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. The Company has not considered the effect of the warrants sold in the Public Offering (including the over-allotment) and private placement warrants to purchase approximately 17,250,000 and 10,033,333 shares of the Company’s Class A common stock, respectively, in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. The Company’s statements of operations include a presentation of net income (loss) per share for common shares subject to redemption in a manner similar to the two-class method of net income per share. Net income per common share for basic and diluted Class A common stock for the three months ended September 30, 2020 is calculated by dividing the interest income earned on the Trust Account of $188,589 net of franchise taxes of $50,000, working capital up to an aggregate limit of $1,000,000, and income taxes of $11,617 by the weighted average number of Class A redeemable common stock since issuance. Net income per common share for basic and diluted Class A common stock for the period from January 15, 2020 (inception) through September 30, 2020, is calculated by dividing the interest income earned on the Trust Account of $691,470, net of franchise taxes of $140,548, working capital up to an aggregate limit of $1,000,000, and income taxes of $65,470 by the weighted average number of Class A redeemable common stock since issuance. Net loss per common share for basic and diluted for Class B common stock is calculated by dividing the net loss, which excludes income attributable to Class A common stock, by the weighted average number of Class B common stock outstanding for the periods. All interest income earned on the Trust Account is attributable to Class B common stock. Class B non-redeemable common stock includes the Founder Shares as these shares do not have any redemption features and do not participate in the income earned on the Trust Account. | ||
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the unaudited condensed consolidated balance sheet. | ||
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | Use of Estimates The preparation of unaudited condensed consolidated financial statements in conformity with 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 revenue and expenses during the reporting periods. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Actual results could differ from those estimates. | ||
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. As of September 30, 2020, the Company had no cash equivalents. | |||
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption As discussed in Note 1, all of the 69,000,000 shares of Class A common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of shares of Class A common stock under the Charter. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company has not specified a maximum redemption threshold, its Charter provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares of Class A common stock shall be affected by charges against additional paid in capital. Accordingly, at September 30, 2020, 66,090,379 of the 69,000,000 shares of Class A common stock included in the Units were classified outside of permanent equity at approximately $10.00 per share. | |||
Offering Costs | Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs of $38,688,692 consisting principally of underwriters' discounts of $37,950,000 (including $24,150,000 of which payment is deferred) and $738,692 of professional, printing, filing, regulatory and other costs incurred through September 30, 2020 that were related to the Public Offering were charged to additional paid-in capital upon completion of the Public Offering. | |||
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of the ASC 340‑10‑S99‑1. Deferred offering costs of $35,000 consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Proposed Offering and that will be charged to capital upon the receipt of the capital raised or charged to operations if the Proposed Offering is not completed. | |||
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of January 24, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at January 24, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from January 15, 2020 (date of inception) through January 24, 2020. | Income Taxes The Company complies with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification, or FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. As of September 30, 2020, the Company had a deferred tax asset of approximately $153,000, which had a full valuation allowance recorded against it of approximately $153,000. There were no unrecognized tax benefits as of September 30, 2020. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company's current taxable income primarily consists of interest income on the Trust Account. The Company's general and administrative costs are generally considered start-up costs and are not currently deductible. During the three months ended September 30, 2020, and the period from January 15, 2020 (inception) through September 30, 2020, the Company recorded income tax expense of $11,617 and $65,470, respectively. The Company’s effective tax rate for the three months ended September 30, 2020 and for the period from January 15, 2020 (inception) through September 30, 2020 was approximately -15.7% and -1.7%, respectively, which differs from the expected income tax rate due to the start-up costs (discussed above) which are not currently deductible. | ||
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements. |
Organization and Business Ope_6
Organization and Business Operations - Financing (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Mar. 31, 2020 |
Significant Accounting Policies | ||||
Proceeds from issuance of shares | $ 690,000,000 | |||
Principal deposited in Trust Account | $ 600,000,000 | 690,000,000 | ||
Proceeds from sale of private placement warrants | $ 15,050,000 | |||
Number of warrants to purchase shares issued. | 10,033,333 | 10,033,333 | ||
Public Offering | ||||
Significant Accounting Policies | ||||
Proceeds from issuance of shares | $ 690,000,000 | 600,000,000 | ||
Private Placement | ||||
Significant Accounting Policies | ||||
Principal deposited in Trust Account | $ 690,000,000 | |||
Number of warrants to purchase shares issued. | 10,033,333 | |||
If the underwriter's over-allotment option is exercised in full | ||||
Significant Accounting Policies | ||||
Principal deposited in Trust Account | $ 690,000,000 |
Organization and Business Ope_7
Organization and Business Operations - Trust Account (Details) - USD ($) | Jan. 24, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Flying Eagle Acquisition Corp [Member] | ||||
Annual limit to fund working capital requirements | $ 1,000,000 | $ 1,000,000 | ||
Common stock, par value | $ 0.0001 | |||
Obligation to redeem common stock included in the units being sold in the public offering (as a percent) | 100.00% | 100.00% | ||
Threshold period from closing of public offering the company is obligated to complete business combination | 24 months | 24 months | ||
Redemption of common stock included in the units sold in public offering (as a percent) | 100.00% | 100.00% | ||
Threshold period from closing of public offering the company is unable to complete business combination | 24 months | 24 months | ||
Cash equal to pro rata share calculated based on business days prior to consummation of business combination (in days) | 2 days | 2 days | ||
Cash equal to pro rata share calculated based on business days prior to consummation of tender offer (in days) | 2 days | 2 days | ||
Minimum net tangible assets upon consummation of the Company's initial Business Combination and after payment of underwriters? fees and commissions | $ 5,000,001 | $ 5,000,001 | ||
Amount held in trust account initially per share | $ 10 | |||
Aggregate amount held in trust account initially | $ 600,000,000 | |||
Number of public shares | 60,000,000 | |||
Threshold business days for redemption of shares of trust account | 10 days | 10 days | ||
Maximum net interest to pay dissolution expenses | $ 100,000 | $ 100,000 |
Significant Accounting Polici_9
Significant Accounting Policies - Deferred Offering Costs and Income Taxes (Details) - USD ($) | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Jan. 24, 2020 |
Offering Costs | |||||||
Offering costs | $ 653,000 | ||||||
Income Taxes | |||||||
Income tax expense | (100,000) | $ 0 | $ 0 | ||||
Flying Eagle Acquisition Corp [Member] | |||||||
Offering Costs | |||||||
Offering costs | $ 38,688,692 | $ 649,398 | |||||
Underwriters discounts | 37,950,000 | ||||||
Deferred discount | 24,150,000 | $ 24,150,000 | 24,150,000 | 24,150,000 | |||
Professional, printing, filing, regulatory and other costs incurred | 738,692 | ||||||
Deferred offering costs | $ 35,000 | ||||||
Income Taxes | |||||||
Unrecognized tax benefits | 0 | 0 | 0 | 0 | 0 | ||
Amounts accrued for the payment of interest and penalties | $ 0 | 0 | $ 0 | 0 | $ 0 | ||
Income tax expense | $ 11,617 | $ 65,470 |
Proposed Offering (Details)
Proposed Offering (Details) - USD ($) | Mar. 10, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Mar. 31, 2020 | Mar. 05, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Public Offering | |||||||
Common stock, shares authorized | 615,000,000 | 615,000,000 | 615,000,000 | ||||
Par value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Class A common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | ||||
Par value per share | $ 0.0001 | $ 0.0001 | |||||
Class B common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 505,000,000 | 505,000,000 | 505,000,000 | ||||
Par value per share | $ 0.0001 | $ 0.0001 | |||||
Flying Eagle Acquisition Corp [Member] | |||||||
Public Offering | |||||||
Price per share | $ 12 | $ 12 | |||||
Par value per share | 0.0001 | ||||||
Exercise price of warrants | $ 1.50 | $ 1.50 | |||||
Warrants exercisable term after the completion of a business combination | 30 days | 30 days | |||||
Warrants exercisable term from the closing of the public offering | 12 months | 12 months | |||||
Threshold period to complete Business Combination | 24 months | ||||||
Percentage of additional fee per unit | 3.50% | ||||||
Payments of underwriting discount | $ 13,800,000 | ||||||
Deferred underwriting compensation | $ 24,150,000 | ||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 380,000,000 | 380,000,000 | |||||
Price per share | $ 10 | $ 10 | |||||
Par value per share | $ 0.0001 | 0.0001 | |||||
Exercise price of warrants | $ 11.50 | $ 11.50 | |||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||
Public Offering | |||||||
Common stock, shares authorized | 20,000,000 | 20,000,000 | |||||
Price per share | $ 0.002 | ||||||
Par value per share | $ 0.0001 | $ 0.0001 | |||||
Flying Eagle Acquisition Corp [Member] | Public Offering | |||||||
Public Offering | |||||||
Sale of Units to the public at $10.00 per unit (in shares) | 69,000,000 | ||||||
Price per share | $ 10 | ||||||
Number of warrants in a unit | 0.25 | ||||||
Payments of underwriting discount | $ 13,800,000 | ||||||
Underwriting discount per unit | $ 0.20 | ||||||
Deferred underwriting compensation | $ 24,150,000 | ||||||
Deferred underwriting discount per unit | $ 0.35 | ||||||
Flying Eagle Acquisition Corp [Member] | Public Offering | Class A common stock | |||||||
Public Offering | |||||||
Price per share | $ 11.50 | ||||||
Number of Shares Issued Per Unit | 1 | ||||||
Number of shares issuable per warrant | 1 | ||||||
Flying Eagle Acquisition Corp [Member] | Over-allotment | |||||||
Public Offering | |||||||
Common stock, shares authorized | 9,000,000 | ||||||
Sale of Units to the public at $10.00 per unit (in shares) | 9,000,000 | ||||||
Number of Shares Issued Per Unit | 9,000,000 | ||||||
Flying Eagle Acquisition Corp [Member] | Proposed Offering | |||||||
Public Offering | |||||||
Units authorized to be issued | 60,000,000 | ||||||
Price per share | $ 10 | ||||||
Number of warrants in a unit | 0.25 | ||||||
Warrants exercisable term after the completion of a business combination | 30 days | ||||||
Warrants exercisable term from the closing of the public offering | 12 months | ||||||
Percentage of underwriting discount per unit | 2.00% | ||||||
Flying Eagle Acquisition Corp [Member] | Proposed Offering | Class A common stock | |||||||
Public Offering | |||||||
Number of Shares Issued Per Unit | 1 | ||||||
Par value per share | $ 0.0001 | ||||||
Number of shares issuable per warrant | 1 | ||||||
Exercise price of warrants | $ 11.50 | ||||||
Flying Eagle Acquisition Corp [Member] | Over-allotment option | |||||||
Public Offering | |||||||
Units authorized to be issued | 9,000,000 | ||||||
Number of days option provided | 45 days |
Related Party Transactions - _2
Related Party Transactions - Founder shares (Details) | May 08, 2020USD ($)shares | Mar. 05, 2020$ / sharesshares | Mar. 02, 2020USD ($)shares | Feb. 10, 2020shares | Jan. 24, 2020USD ($)$ / sharesshares | Jan. 15, 2020USD ($)$ / sharesshares | Feb. 29, 2020shares | Jun. 30, 2018 | Mar. 31, 2020USD ($)$ / shares | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2020$ / sharesshares | Dec. 31, 2019shares | Dec. 31, 2018shares |
Related Party Transactions | |||||||||||||
Convertible stock split ratio | 10 | 10 | 10 | ||||||||||
Kazam | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares received from sponsor | 20,000 | 20,000 | |||||||||||
Kazam | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares received from sponsor | 20,000 | ||||||||||||
Class A common stock | |||||||||||||
Related Party Transactions | |||||||||||||
Common stock outstanding | 109,885,079 | 109,885,079 | 99,014,030 | 87,669,412 | |||||||||
Class B common stock | |||||||||||||
Related Party Transactions | |||||||||||||
Common stock outstanding | 61,345,161 | 61,345,161 | 50,525,891 | 44,197,558 | |||||||||
Flying Eagle Acquisition Corp [Member] | |||||||||||||
Related Party Transactions | |||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | $ 25,000 | |||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||||||
Common stock outstanding | 17,250,000 | ||||||||||||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | |||||||||||
Price per share | $ / shares | $ 12 | $ 12 | |||||||||||
Closing price of share for threshold trading days | 20 days | 20 days | 20 days | ||||||||||
Closing price of share for threshold consecutive trading days | 30 days | 30 days | 30 days | ||||||||||
Threshold period after the business combination in which the 20 trading days within any 30 trading day period commences | 150 days | 150 days | |||||||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | |||||||||||||
Related Party Transactions | |||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | ||||||||||||
Number of shares transferred to each initial stockholder | 20,000 | 14,375,000 | |||||||||||
Number of shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | ||||||||||
Aggregate purchase price | $ | $ 80,000 | $ 80,000 | |||||||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares held by sponsor | 14,335,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Laurence E. Paul | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares transferred to each initial stockholder | 20,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Messrs. Delman | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares received from sponsor | 20,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Messrs. Delman | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares received from sponsor | 20,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Kazam | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares received from sponsor | 20,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||||||||
Related Party Transactions | |||||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||||||
Common stock outstanding | 0 | 2,909,621 | 2,909,621 | ||||||||||
Price per share | $ / shares | $ 10 | $ 10 | $ 10 | ||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||||||||
Related Party Transactions | |||||||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||||||
Number of shares for forfeited | 2,250,000 | ||||||||||||
Common stock outstanding | 17,250,000 | 17,250,000 | 17,250,000 | ||||||||||
Price per share | $ / shares | $ 0.002 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Number of shares transferred to each initial stockholder | 14,375,000 | ||||||||||||
Convertible stock split ratio | 1 | ||||||||||||
Common stock outstanding | 17,250,000 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Sponsor | |||||||||||||
Related Party Transactions | |||||||||||||
Stock-based compensation (in shares) | 11,500,000 | ||||||||||||
Capital contribution by sponsor | $ | $ 25,000 | ||||||||||||
Capital contribution by sponsor per share | $ / shares | $ 0.002 | ||||||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Sponsor | Subsequent event | |||||||||||||
Related Party Transactions | |||||||||||||
Convertible stock split ratio | 1 | ||||||||||||
Number of shares held by sponsor | 17,210,000 |
Related Party Transactions - _3
Related Party Transactions - Private placement warrants (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | Mar. 05, 2020 | Jan. 24, 2020 | Sep. 30, 2020 | Mar. 10, 2020 |
Related Party Transactions | ||||
Exercise price of warrants | $ 1.50 | $ 1.50 | ||
Proceeds from issuance of warrants | $ 15,050,000 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 1 year | 1 year | ||
Class A common stock | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 11.50 | $ 11.50 | ||
Public Offering | Class A common stock | ||||
Related Party Transactions | ||||
Number of shares called by each warrant. | 1 | |||
Proposed Offering | Class A common stock | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 11.50 | |||
Number of shares called by each warrant. | 1 | |||
Private Placement | ||||
Related Party Transactions | ||||
Exercise price of warrants | $ 1.50 | |||
Amount of expenses for Proposed Offering considered for determination of aggregate purchase price of warrants | $ 1,250,000 | |||
Threshold period for not to transfer, assign or sell any of their shares or warrants after the completion of the initial business combination | 30 days | 30 days |
Related Party Transactions - _4
Related Party Transactions - Sponsor loans administrative services agreement and working capital loans (Details) - Flying Eagle Acquisition Corp [Member] - USD ($) | Jan. 24, 2020 | Feb. 29, 2020 | Sep. 30, 2020 | Sep. 30, 2020 |
Sponsor Loans | ||||
Proceeds from issuance of an unsecured promissory note from sponsor | $ 300,000 | $ 300,000 | ||
Repaid borrowings on promissory note | $ 460,885 | |||
promissory note outstanding | 0 | $ 230,000 | 230,000 | |
Administrative Services Agreement | ||||
Maximum administrative services expenses per month | 15,000 | 15,000 | ||
Total administrative services expenses | 45,000 | $ 90,000 | ||
Working Capital Loans | ||||
Maximum amount of working capital loans | $ 1,500,000 | $ 1,500,000 | ||
Exercise price of warrants | $ 1.50 | $ 1.50 | $ 1.50 | |
Borrowings under working capital loan | $ 0 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) | Mar. 05, 2020shares | Jan. 24, 2020item$ / sharesshares | Feb. 29, 2020 | Jun. 30, 2018 | Sep. 30, 2020$ / sharesshares | Sep. 30, 2020item$ / sharesshares | Dec. 31, 2019$ / sharesshares | Oct. 31, 2020shares | Dec. 31, 2018$ / sharesshares |
Stockholders Equity | |||||||||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 | 615,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Stock split | 10 | 10 | 10 | ||||||
Convertible preferred stock, shares authorized | 35,305,078 | 35,305,078 | 32,155,078 | 29,155,078 | |||||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Convertible preferred stock, shares outstanding | 25,684,404 | 25,684,404 | 23,337,391 | 20,262,664 | |||||
Class A common stock | |||||||||
Stockholders Equity | |||||||||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 | 110,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 109,885,079 | 109,885,079 | 99,014,030 | 99,000,000 | |||||
Common stock, shares outstanding | 109,885,079 | 109,885,079 | 99,014,030 | 87,669,412 | |||||
Class A common stock | Subsequent event | |||||||||
Stockholders Equity | |||||||||
Shares authorized to issue | 125,000,000 | ||||||||
Class B common stock | |||||||||
Stockholders Equity | |||||||||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 | 505,000,000 | |||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 61,345,161 | 61,345,161 | 50,525,891 | 44,197,558 | |||||
Common stock, shares outstanding | 61,345,161 | 61,345,161 | 50,525,891 | 44,197,558 | |||||
Flying Eagle Acquisition Corp [Member] | |||||||||
Stockholders Equity | |||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||||
Common stock, shares outstanding | 17,250,000 | ||||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||
Convertible preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||||||
Preferred shares, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred shares, shares issued | 0 | 0 | 0 | ||||||
Convertible preferred stock, shares outstanding | 0 | 0 | 0 | ||||||
Threshold period for filling registration statement after business combination | 15 days | ||||||||
Warrants expiration term | 5 years | 5 years | |||||||
Redemption price per warrant | $ / shares | $ 0.01 | $ 0.01 | |||||||
Threshold period for written notice of redemption | 30 days | ||||||||
Redemption price of stock | $ / shares | $ 18 | $ 18 | |||||||
Redemption period after the warrants become exercisable | 90 days | ||||||||
Percentage of gross proceeds on total equity proceeds | 50.00% | ||||||||
Adjustment of exercise price of warrants based on market value (as a percent) | 115.00% | ||||||||
Adjustment of redemption price of stock based on market value (as a percent) | 180.00% | ||||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||||
Stockholders Equity | |||||||||
Shares authorized to issue | 380,000,000 | 380,000,000 | 380,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 0 | 2,909,621 | 2,909,621 | ||||||
Common shres, shares issued | 69,000,000 | 69,000,000 | |||||||
Common stock, shares outstanding | 0 | 2,909,621 | 2,909,621 | ||||||
Common shares, shares outstanding | 69,000,000 | 69,000,000 | |||||||
Shares subject to possible redemption | 66,090,379 | 66,090,379 | |||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||
Threshold period for written notice of redemption | 30 days | ||||||||
Number of trading days on which fair market value of shares is reported | 10 days | ||||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | Minimum | |||||||||
Stockholders Equity | |||||||||
Threshold period for written notice of redemption | 30 days | ||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||||
Stockholders Equity | |||||||||
Shares authorized to issue | 20,000,000 | 20,000,000 | 20,000,000 | ||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock issued | 17,250,000 | 17,250,000 | 17,250,000 | ||||||
Common stock, shares outstanding | 17,250,000 | 17,250,000 | 17,250,000 | ||||||
Percentage of issued and outstanding shares after the Proposed Offering collectively held by initial stockholders | 20.00% | ||||||||
Shares subject to forfeiture | 2,250,000 | ||||||||
Common shares, votes per share | item | 1 | 1 | |||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Subsequent event | |||||||||
Stockholders Equity | |||||||||
Common stock, shares outstanding | 17,250,000 | ||||||||
Stock split | 1 | ||||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | Sponsor | Subsequent event | |||||||||
Stockholders Equity | |||||||||
Stock split | 1 |
Subsequent Events (Details)
Subsequent Events (Details) | May 08, 2020shares | Mar. 05, 2020shares | Mar. 02, 2020shares | Feb. 29, 2020 | Jun. 30, 2018 | Sep. 30, 2020shares | Dec. 31, 2019shares | Jan. 24, 2020shares | Dec. 31, 2018shares |
Subsequent Event [Line Items] | |||||||||
Stock split | 10 | 10 | 10 | ||||||
Class A common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock outstanding | 109,885,079 | 99,014,030 | 87,669,412 | ||||||
Class B common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock outstanding | 61,345,161 | 50,525,891 | 44,197,558 | ||||||
Kazam | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares received from sponsor | 20,000 | 20,000 | |||||||
Subsequent event | Kazam | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares received from sponsor | 20,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock outstanding | 17,250,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | Class A common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock outstanding | 2,909,621 | 0 | |||||||
Flying Eagle Acquisition Corp [Member] | Class B common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Common stock outstanding | 17,250,000 | 17,250,000 | |||||||
Flying Eagle Acquisition Corp [Member] | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares held by sponsor | 17,190,000 | 17,210,000 | 14,335,000 | ||||||
Flying Eagle Acquisition Corp [Member] | Messrs. Delman | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares received from sponsor | 20,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | Subsequent event | Class B common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock split | 1 | ||||||||
Common stock outstanding | 17,250,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | Subsequent event | Sponsor | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares held by sponsor | 14,335,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | Subsequent event | Sponsor | Class B common stock | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares held by sponsor | 17,210,000 | ||||||||
Stock split | 1 | ||||||||
Flying Eagle Acquisition Corp [Member] | Subsequent event | Messrs. Delman | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares received from sponsor | 20,000 | ||||||||
Flying Eagle Acquisition Corp [Member] | Subsequent event | Kazam | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of founder shares received from sponsor | 20,000 |
BALANCE SHEETS
BALANCE SHEETS $ in Thousands | Dec. 31, 2018USD ($) |
Assets, Current [Abstract] | |
Cash and cash equivalents | $ 22,540 |
Prepaid expenses and other current assets | 2,237 |
Total current assets | 24,777 |
Property and equipment, net | 1,173 |
Other long-term assets | 79 |
Total assets | 26,029 |
Liabilities, Current [Abstract] | |
Accounts payable | 2,998 |
Long-term debt, current | 875 |
Other current liabilities | 6,339 |
Total current liabilities | 10,212 |
Long-term debt, non-current | 14,741 |
Total liabilities | 24,953 |
Temporary Equity [Abstract] | |
Redeemable convertible preferred stock $0.0001 par value; 18 million shares authorized; Series C preferred stock - 11 million shares authorized and 4 million shares issued and outstanding as of December 31, 2019 and 2018; Series D preferred stock - 4 million shares authorized, 3 million and 2 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Series D1 preferred stock - 3 million shares authorized, issued and outstanding as of December 31, 2019 | 54,056 |
Stockholders' Equity Attributable to Parent [Abstract] | |
Convertible preferred stock $0.0001 par value; 14 million shares authorized; Series A - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series A1 - 2 million shares authorized, issued and outstanding as of December 31, 2019 and 2018; Series B - 6 million shares authorized, issued and outstanding as of December 31, 2019 and 2018 | 25,560 |
Common stock $0.0001 par value; 605 million shares authorized; Class A common stock - 105 million shares authorized; 99 million and 88 million shares issued and outstanding as of December 31, 2019 and 2018, respectively; Class B common stock - 500 million shares authorized; 51 million and 44 million shares issued and outstanding as of December 31, 2019 and 2018, respectively | 1 |
Accumulated deficit | (78,541) |
Total stockholders' deficit | (52,980) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ 26,029 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 21,000,000 | 21,000,000 | 21,000,000 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 35,305,078 | 32,155,078 | 29,155,078 |
Convertible preferred stock, shares outstanding | 25,684,404 | 23,337,391 | 20,262,664 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 615,000,000 | 615,000,000 | 615,000,000 |
Series A preferred stock | |||
Convertible preferred stock, shares authorized | 5,929,441 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares issued | 6,000,000 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares outstanding | 5,520,423 | 5,560,141 | 5,660,141 |
Series A-1 preferred stock | |||
Convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares issued | 2,000,000 | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares outstanding | 2,000,000 | 2,000,000 | 2,000,000 |
Series B preferred stock | |||
Convertible preferred stock, shares authorized | 6,053,784 | 6,053,784 | 6,053,784 |
Convertible preferred stock, shares issued | 6,000,000 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares outstanding | 5,974,907 | 5,974,907 | 5,974,907 |
Series C preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 11,000,000 | 11,000,000 | 11,000,000 |
Redeemable convertible preferred stock, shares issued | 4,000,000 | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 |
Convertible preferred stock, shares authorized | 10,837,944 | 10,837,944 | 10,837,944 |
Convertible preferred stock, shares outstanding | 4,404,840 | 4,404,840 | 4,404,840 |
Series D preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares issued | 3,000,000 | 3,000,000 | 2,000,000 |
Redeemable convertible preferred stock, shares outstanding | 3,000,000 | 3,000,000 | 2,000,000 |
Convertible preferred stock, shares authorized | 4,312,387 | 4,312,387 | 4,312,387 |
Convertible preferred stock, shares outstanding | 2,862,291 | 2,862,291 | 2,236,022 |
Series D-1 preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 3,000,000 | 3,000,000 | |
Redeemable convertible preferred stock, shares issued | 3,000,000 | 3,000,000 | |
Redeemable convertible preferred stock, shares outstanding | 3,000,000 | 3,000,000 | |
Class A common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 |
Common stock, shares issued | 109,885,079 | 99,014,030 | 99,000,000 |
Common stock, shares outstanding | 109,885,079 | 99,014,030 | 87,669,412 |
Class B common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 505,000,000 | 505,000,000 | 505,000,000 |
Common stock, shares issued | 61,345,161 | 50,525,891 | 44,197,558 |
Common stock, shares outstanding | 61,345,161 | 50,525,891 | 44,197,558 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
STATEMENTS OF OPERATIONS | ||||
Revenue | $ 162,392 | $ 85,126 | $ 119,872 | $ 50,778 |
Costs and Expenses [Abstract] | ||||
Cost of revenue | 8,806 | 3,835 | 5,713 | 2,112 |
Research and development | 13,253 | 7,803 | 11,241 | 7,547 |
Sales and marketing | 172,381 | 77,942 | 111,370 | 51,689 |
General and administrative | 24,336 | 11,991 | 16,376 | 14,975 |
Total costs and expenses | 218,776 | 101,571 | 144,700 | 76,323 |
Loss from operations | (56,384) | (16,445) | (24,828) | (25,545) |
Interest expense, net | (1,297) | (2,127) | (2,497) | (2,190) |
Other income (expense), net | (20,749) | 3,653 | 3,720 | (45) |
Loss before income taxes | (78,430) | (14,919) | (23,605) | (27,780) |
Provision for income taxes | (100) | 0 | 0 | |
Net loss | 78,530 | 14,919 | (23,605) | (27,780) |
Remeasurement of redeemable convertible preferred stock | (865,952) | (62,519) | (62,519) | (18,798) |
Net loss attributable to common stockholders - Basic and diluted | $ (945,635) | $ (77,438) | $ (86,124) | $ (46,578) |
Net Loss Per Share | ||||
Net loss per share attributable to common stockholders - basic and diluted | $ (6.64) | $ (0.58) | $ (0.64) | $ (0.36) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted average common shares outstanding - basic and diluted | 142,475,767 | 134,316,073 | 135,124,756 | 129,930,282 |
STATEMENTS OF REDEEMABLE CONVER
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Redeemable Convertible Preferred Stock [Member] | Preferred stock | Class A and Class B common stock | Additional paid-in capital | Accumulated deficit | Total |
Balance at the beginning at Dec. 31, 2017 | $ 17,040,000 | |||||
Balance at the beginning (in shares) at Dec. 31, 2017 | 4,404,840 | |||||
Issuance of redeemable convertible preferred stock | $ 18,218,000 | |||||
Issuance of redeemable convertible preferred stock (in shares) | 2,236,022 | |||||
Remeasurement of redeemable convertible preferred stock | $ 18,798,000 | $ (6,908,000) | $ (11,890,000) | $ (18,798,000) | ||
Balance at the end at Dec. 31, 2018 | $ 54,056,000 | $ 54,056,000 | 54,056,000 | |||
Balance at the end (in shares) at Dec. 31, 2018 | 6,640,862 | 6,640,862 | ||||
Balance at the beginning at Dec. 31, 2017 | $ 25,560,000 | $ 1,000 | 36,000 | (38,871,000) | (13,274,000) | |
Balance at the beginning (in shares) at Dec. 31, 2017 | 13,621,802 | 126,464,480 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options | 192,000 | 192,000 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 5,402,490 | |||||
Stock-based compensation | 6,680,000 | 6,680,000 | ||||
Remeasurement of redeemable convertible preferred stock | $ 18,798,000 | (6,908,000) | (11,890,000) | (18,798,000) | ||
Net loss | (27,780,000) | (27,780,000) | ||||
Balance at the end at Dec. 31, 2018 | $ 25,560,000 | $ 1,000 | (78,541,000) | (52,980,000) | ||
Balance at the end (in shares) at Dec. 31, 2018 | 13,621,802 | 131,866,970 | ||||
Remeasurement of redeemable convertible preferred stock | $ 62,519,000 | (1,251,000) | (61,268,000) | (62,519,000) | ||
Balance at the end at Sep. 30, 2019 | $ 156,335,000 | |||||
Balance at the end (in shares) at Sep. 30, 2019 | 9,815,589 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 12,007,118 | |||||
Issuance of common stock from the conversion of preferred stock | $ (147,000) | 147,000 | ||||
Issuance of common stock from the conversion of preferred stock (in shares) | (100,000) | 1,000,000 | ||||
Stock-based compensation | 969,000 | 969,000 | ||||
Remeasurement of redeemable convertible preferred stock | $ 62,519,000 | (1,251,000) | (61,268,000) | (62,519,000) | ||
Net loss | 14,919,000 | 14,919,000 | ||||
Balance at the end at Sep. 30, 2019 | $ 25,413,000 | $ 1,000 | (156,728,000) | (129,314,000) | ||
Balance at the end (in shares) at Sep. 30, 2019 | 13,521,802 | 148,543,144 | ||||
Balance at the beginning at Dec. 31, 2018 | $ 54,056,000 | $ 54,056,000 | 54,056,000 | |||
Balance at the beginning (in shares) at Dec. 31, 2018 | 6,640,862 | 6,640,862 | ||||
Issuance of redeemable convertible preferred stock | $ 39,760,000 | |||||
Issuance of redeemable convertible preferred stock (in shares) | 3,174,727 | |||||
Remeasurement of redeemable convertible preferred stock | $ 62,519,000 | (1,581,000) | (60,938,000) | (62,519,000) | ||
Balance at the end at Dec. 31, 2019 | $ 156,335,000 | $ 156,335,000 | 156,335,000 | |||
Balance at the end (in shares) at Dec. 31, 2019 | 9,815,589 | 9,815,589 | ||||
Balance at the beginning at Dec. 31, 2018 | $ 25,560,000 | $ 1,000 | (78,541,000) | (52,980,000) | ||
Balance at the beginning (in shares) at Dec. 31, 2018 | 13,621,802 | 131,866,970 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options | 197,000 | 197,000 | ||||
Issuance of common stock upon exercise of stock options (in shares) | 4,665,833 | |||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 12,007,118 | |||||
Issuance of common stock from the conversion of preferred stock | $ (147,000) | 147,000 | ||||
Issuance of common stock from the conversion of preferred stock (in shares) | (100,000) | 1,000,000 | ||||
Stock-based compensation | 1,237,000 | 1,237,000 | ||||
Remeasurement of redeemable convertible preferred stock | $ 62,519,000 | (1,581,000) | (60,938,000) | (62,519,000) | ||
Net loss | (23,605,000) | (23,605,000) | ||||
Balance at the end at Dec. 31, 2019 | $ 25,413,000 | $ 1,000 | (163,084,000) | (137,670,000) | ||
Balance at the end (in shares) at Dec. 31, 2019 | 13,521,802 | 149,539,921 | ||||
Issuance of redeemable convertible preferred stock | $ 865,952,000 | |||||
Remeasurement of redeemable convertible preferred stock | (10,106,000) | $ (855,846,000) | (865,952,000) | |||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | $ 1,120,724,000 | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 12,202,320 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 16,000 | (16,000) | 22,257,454 | |||
Issuance of common stock upon early exercise of stock options with promissory note | $ 16,999,542 | |||||
Stock-based compensation | $ 132,000 | 9,433,000 | $ 9,433,000 | |||
Remeasurement of redeemable convertible preferred stock | $ (10,106,000) | $ (855,846,000) | (865,952,000) | |||
Net loss | 78,530,000 | 78,530,000 | ||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 | ||||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | 1,120,724,000 | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 12,202,320 | |||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 | ||||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | 1,120,724,000 | ||||
Balance at the end (in shares) at Sep. 30, 2020 | 12,202,320 | |||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | $ (1,099,867,000) | $ (1,074,496,000) | ||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net Cash Provided by (Used in) Operating Activities [Abstract] | ||
Net loss | $ (23,605) | $ (27,780) |
Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] | ||
Depreciation and amortization | 711 | 404 |
Stock-based compensation | 1,237 | 6,680 |
Accretion of unamortized discount and amortization of issuance costs | 2,139 | 1,287 |
Fair value adjustment of derivatives | (3,649) | 45 |
Increase (Decrease) in Operating Capital [Abstract] | ||
Prepaid expenses and other assets | (4,307) | (992) |
Accounts payable | (54) | 1,851 |
Other liabilities | 5,591 | 1,557 |
Net cash used in operating activities | (21,937) | (16,948) |
Net Cash Provided by (Used in) Investing Activities [Abstract] | ||
Purchases of property and equipment, including internal-use software | (3,223) | (867) |
Net cash used in investing activities | (3,223) | (867) |
Net Cash Provided by (Used in) Financing Activities [Abstract] | ||
Borrowings under debt agreements, net of issuance costs | 9,563 | 19,920 |
Payments under debt agreements | (3,500) | (5,000) |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 24,908 | 18,218 |
Proceeds from exercise of stock options and issuance of common stock | 197 | 192 |
Net cash provided by financing activities | 31,168 | 33,330 |
Net change in cash, cash equivalents and restricted cash | 6,008 | 15,515 |
Cash, cash equivalents and restricted cash - beginning of year | 22,540 | 7,025 |
Cash, cash equivalents and restricted cash - end of year | 28,548 | 22,540 |
Supplemental Cash Flow Information [Abstract] | ||
Interest | 269 | 196 |
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract] | ||
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock | 14,852 | |
Remeasurement of redeemable convertible preferred stock | $ 62,519 | $ 18,798 |
Description of the Business and
Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Description of the Business and Basis of Presentation | |
Description of the Business and Basis of Presentation | 1. Description of the Business and Basis of Presentation Business Skillz Inc. (“Skillz” or “the Company”), originally formed as Professional Gaming, LLC on March 28, 2012, changed its name to Lookout Gaming, LLC on May 18, 2012, and to Skillz LLC on January 31, 2013, before finally converting to a Delaware corporation with the name Skillz Inc. on April 29, 2013. Skillz is a mobile eSports platform, driving the future of entertainment by accelerating the convergence of sports, video games and media. The Company’s principal activities are to develop and support a proprietary online-hosted technology platform that enables independent game developers to host tournaments and provide competitive gaming activity (“Competitions”) to end-users worldwide. Basis of Presentation The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). Comprehensive Loss Comprehensive loss includes all changes in equity during a period from non-owner sources. Through December 31, 2019, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and the redemption value of redeemable convertible preferred stock. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. Fiscal Periods The Company’s fiscal year begins on January 1 and ends on December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programing interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2019 and 2018. For the year ended December 31, 2019, games provided by two developer partners accounted for 83% and 7% of the Company’s revenue. For the year ended December 31, 2018, games provided by two developer partners accounted for 70% and 16% of the Company’s revenue. The Company did not generate material international revenues in the years ended December 31, 2019 and 2018. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. · Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a currency earned for every Competition played based on the amount of the entry fee. Ticketz can be redeemed for Bonus Cash. Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the years ended December 31, 2019 and 2018, the Company recognized a reduction of revenue of $27.7 million and $11.6 million, respectively, related to these end-user incentives. · Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions. For the years ended December 31, 2019 and 2018, the Company recognized sales and marketing expense of $45.2 million and $18.7 million, respectively, related to these end-user incentives. Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred. Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, hosting expenses, allocation of shared facility and other costs, and personnel expenses. Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred. For the years ended December 31, 2019 and 2018, advertising expenses, not including marketing promotions related to the Company’s end-user incentive programs, were $53.5 million and $25.3 million, respectively. Redeemable Convertible Preferred Stock Preferred stock that is redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company is classified outside of permanent equity. Convertible preferred stock that is probable of becoming redeemable in the future is recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. The fair value of the redeemable convertible preferred stock is estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk free interest rate, and an assumption for a discount for lack of marketability, where applicable. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are classified within Other current liabilities in the Company’s Balance Sheet. Stock-Based Compensation For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period based on the estimated grant-date fair value of the awards. For awards that vest based on service, performance and market conditions, the Company recognizes stock-based compensation expense when the performance conditions are probable of being achieved based on the estimated grant-date fair value of the awards. The compensation cost related to awards with market conditions is recognized regardless of whether the market condition is satisfied, if the requisite service is provided. See Note 10 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are stock options. The fair value of stock options that vest solely based on a service condition is determined by the Black-Scholes-Merton Option (“BSM”) pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: · Fair value of common stock — The absence of an active market for the Company’s common stock requires the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock, including: · The results of contemporaneous unrelated third-party valuations of the Company’s common stock · The prices of the recent redeemable convertible preferred stock sales by the Company to investors · The rights, preferences, and privileges of preferred stock relative to those of common stock · Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions · The Company’s performance and market position relative to competitors, which may change from time to time · The Company’s historical financial results and estimated trends and prospects for the Company’s future performance · The economic and competitive environment · The financial condition, results of operations, and capital resources · The industry outlook · The valuation of comparable companies · The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions · Any adjustments necessary to recognize a lack of marketability for the Company’s common stock · Precedent sales of or offers to purchase the Company’s capital stock · Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. · Expected volatility — The expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group as there has been no public market for the Company’s shares to date. · Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. · Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. The Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value. Stock Split In June 2018, the Company effected a 10‑for‑1 stock split of its common stock. All of the share information referenced throughout the financial statements and notes to the financial statements have been retroactively adjusted to reflect this stock split. Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Upon disposal of property and equipment, assets and related accumulated depreciation are removed from the accounts, and the related gain or loss is included in the results from operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. No impairment to any long-lived assets has been recorded in any of the periods presented. The Company capitalizes certain costs related to developed or modified software solely for the Company’s internal use to deliver the Company’s services. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, it is probable that the project will be completed, and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The following table presents the estimated useful lives of the Company’s property and equipment: Property and Equipment Useful Life Computer equipment and servers 3 years Capitalized internal-use software 3 years Office equipment and other 5 years Leased equipment and leasehold improvements Lesser of estimated useful life or remaining lease term Leases Leases are reviewed and classified as capital or operating at their inception. The Company records rent expense associated with its operating lease on a straight-line basis over the term of the lease. Intangible Assets, Net Intangible assets consist of patents and are stated at cost less accumulated amortization. Patent assets have an estimated useful life of 20 years and are amortized on a straight-line basis over their estimated remaining economic lives. Intangible assets, net are presented within Other Long-Term Assets on the Balance Sheets. Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates in a single operating segment as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2019 and 2018, the Company did not have material revenue earned or assets located outside of the United States. Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 201 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance Sheet Components | ||
Balance Sheet Components | 3. Balance Sheet Components Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Credit card processing reserve $ 5,007 $ 2,650 Restricted cash 2,920 2,920 Prepaid expenses 1,260 2,460 Other current assets 765 1,434 Prepaid expenses and other current assets $ 9,952 $ 9,464 Restricted cash consisted of cash pledged as collateral for a letter of credit for the Company’s new headquarters in San Francisco. The Company recorded an impairment charge of $3.4 million related to prepaid expenses and other current assets for the nine months ended September 30, 2020, in connection with a lease agreement for corporate facilities. Property and Equipment, Net Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Capitalized internal-use software $ 6,591 $ 3,554 Computer equipment and servers 539 458 Leasehold improvements 114 143 Furniture and fixtures 184 238 Construction in progress 468 519 Total property and equipment 7,896 4,912 Accumulated depreciation and amortization (2,327) (1,264) Property and equipment, net $ 5,569 $ 3,648 Depreciation and amortization expense related to property and equipment was $1.1 million and $0.5 million during the nine months ended September 30, 2020 and 2019, respectively. Other Current Liabilities Other current liabilities consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Accrued sales and marketing expenses $ 13,111 $ 1,542 Other accrued expenses 3,603 2,032 Accrued compensation 3,419 2,532 End-user liability, net 2,896 1,431 Other current liabilities $ 23,029 $ 7,537 | 3. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Restricted Cash $ 2,920 $ — Credit card processing deposit 2,650 981 Prepaid expenses 2,460 448 Other current assets 1,434 808 Prepaid expenses and other current assets $ 9,464 $ 2,237 Restricted cash consisted of cash pledged as collateral for a letter of credit for the Company’s new headquarters in San Francisco. Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Capitalized internal-use software $ 3,554 $ 1,407 Computer equipment and servers 458 220 Leasehold improvements 143 60 Furniture and fixtures 238 40 Construction in progress 519 — Total property and equipment 4,912 1,727 Accumulated depreciation and amortization (1,264) (554) Property and equipment, net $ 3,648 $ 1,173 Depreciation and amortization expense related to property and equipment was $0.7 million and $0.4 million in 2019 and 2018, respectively. Other Current Liabilities Other current liabilities consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Accrued compensation $ 2,532 $ 928 End-user liability, net 1,431 633 Accrued sales and marketing expenses 1,542 — Other accrued expenses 2,032 1,129 Derivative liability (Note 4 and Note 5) — 3,649 Other current liabilities $ 7,537 $ 6,339 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value | ||
Fair Value | 4. Fair Value As of September 30, 2020 and December 31, 2019, the recorded values of cash and cash equivalents, restricted cash and accounts payable approximate their respective fair values due to the short-term nature of the instruments. Cash and cash equivalents held by the Company as of September 30, 2020 and December 31, 2019 were $56.9 million and $25.6 million, respectively, and were comprised of cash on hand and money market funds classified within Level 1 of the fair value hierarchy. As of September 30, 2020, the Company held a warrant to purchase preferred stock of a privately held company, which is recorded as a derivative asset within other long-term assets on the Company’s Balance Sheet. The derivative asset is subject to fair value measurement on a recurring basis. The Company measures the fair value of the warrant using a Black-Scholes option pricing model based on significant inputs not observable in the market, which causes the warrant to be classified as Level 3 within the fair value hierarchy. Changes in the fair value of the derivative asset are recognized within Other income (expense), net in the Statements of Operations. The Company determined the fair value of this warrant to be immaterial as of September 30, 2020. Forward Contract Liability The Company had no outstanding forward contract liability as it was settled during the nine months ended September 30, 2020. The Company measured the Redeemable convertible Series E preferred stock forward contract liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 7 for more information about the Redeemable convertible Series E preferred stock forward contract liability. The valuation of the Redeemable convertible Series E preferred stock forward contract liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis during the nine months ended September 30, 2020 until settlement of the contract as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the Redeemable convertible Series E preferred stock forward contract liability related to updated assumptions and estimates are recognized within Other income (expense), net in the Statements of Operations. The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs as of September 10, 2020, the date in which the Redeemable convertible Series E preferred forward contract liability was settled: Fair Value as of September 10, Valuation Unobservable Input 2020 Technique Description Input Redeemable convertible Series E preferred stock forward contract liability $ 21,688 Discounted cash flow Fair value of redeemable convertible Series E preferred stock $ 9.17 The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2020: Series E forward contract liability Fair value as of December 31, 2019 $ — Issuance of the Redeemable convertible Series E preferred stock forward contract liability — Change in fair value 21,688 Settlement of the Redeemable convertible Series E preferred stock forward contract liability (21,688) Fair value as of September 30, 2020 $ — The fair value of the redeemable convertible Series E preferred stock forward contract liability as of the September 10, 2020 settlement date was determined by multiplying the number of additional shares issued by the Company by the difference between the issuance price in accordance with the forward contract agreement and the estimated fair value of the redeemable convertible Series E preferred stock. Redeemable Convertible Preferred Stock The Company’s recurring Level 3 fair value measurements include the redeemable convertible preferred stock. The redeemable convertible Series C, Series D, Series D‑1, and Series E preferred stock is probable of becoming redeemable in the future and is recorded at its maximum redemption amount, which is the greater of the original issue price or the then-current fair value, at each balance sheet date. The fair value of the redeemable convertible preferred stock was estimated based on the Company’s enterprise value contemplated in the business combination agreement with Flying Eagle Acquisition Corp. divided by the number of outstanding shares of the Company on a fully diluted basis. | 4. Fair Value Measurements The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable approximate their respective fair values due to the short-term nature of the instruments. Cash and cash equivalents held by the Company as of December 31, 2019 and 2018 were $25.6 million and $22.5 million, respectively, and were comprised of cash on hand and money market funds classified within Level 1 of the fair value hierarchy. Derivative Liability The Company’s derivative liability subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measurements as of December 31, 2018 (Level 1) (Level 2) (Level 3) Total Liabilities Derivative liability $ — — 3,649 $ 3,649 The derivative liability represents embedded share-settled redemption features bifurcated from the Company’s 2018 Convertible Promissory Notes, as further discussed in Note 5. The Company had no derivative liability with significant fair value subject to fair value measurement on a recurring basis as of December 31, 2019. The Company measures the derivative liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the derivative liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the derivative liability related to updated assumptions and estimates are recognized within Other income (expense), net in the Statements of Operations. The derivative liability may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the derivative liability. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The fair value of the share-settled redemption derivative liability was estimated based on the present value of the redemption discount applied to the principal amount of the Convertible Promissory Notes, adjusted to reflect the weighted probability of exercise. The discount rate was based on the risk-free interest rate. The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2019 and 2018. Derivative Liability Fair value as of December 31, 2017 $ — Issuance of 2018 Convertible Promissory Notes 3,604 Change in fair value 45 Fair value as of December 31, 2018 3,649 Change in fair value (3,649) Fair value as of December 31, 2019 $ — Redeemable Convertible Preferred Stock The Company’s recurring Level 3 fair value measurements include the redeemable convertible preferred stock. The redeemable convertible Series C, Series D and Series D‑1 preferred stock is probable of becoming redeemable in the future and is recorded at its maximum redemption amount, which is the greater of the original issue price or the then-current fair value, at each balance sheet date. The fair value of the redeemable convertible preferred stock as of December 31, 2019 and 2018 was estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk-free interest rate, and an assumption for a discount for lack of marketability, where applicable. |
Long-Term Debt
Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-Term Debt | ||
Long-Term Debt | 5. Long-Term Debt Components of long-term debt were as follows: September 30, December 31, 2020 2019 2019 Mezzanine Term Loan $ — $ 10,000 Unamortized debt discount — (372) Net carrying amount $ — $ 9,628 2019 Mezzanine Term Loan In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. The Company recognized a loss on extinguishment of $0.4 million related to unamortized issuance costs within Interest expense in the Statements of Operations. | 5. Long-Term Debt Components of long-term debt were as follows as of December 31, 2019 and 2018: 2019 2018 2018 Secured Term Loan – principal $ — $ 3,500 Unamortized debt discount — (55) 2018 Secured Term Loan, net — 3,445 2019 Mezzanine Term Loan – principal 10,000 — Unamortized debt discount (372) — 2019 Mezzanine Term Loan, net 9,628 — Convertible Promissory Notes – principal — 14,750 Unamortized debt discount — (2,579) Convertible Promissory Notes, net — 12,171 Net carrying amount $ 9,628 $ 15,616 The aggregate principal amount of these loans is recorded in long-term debt on the Balance Sheets, net of the unamortized discount and issuance costs. 2018 Secured Term Loan In May 2018, the Company entered into a dual facility loan agreement (2018 Secured Term Loan). The first facility provides up to an $8.0 million growth capital term loan. Principal payments on the growth capital term loan facility shall be payable in twenty-four equal monthly installments, plus accrued interest beginning on June 30, 2019, through maturity in June 2021. The second facility provides up to a $10.0 million user acquisition term loan. Principal payments on the user acquisition term loan shall be payable in eighteen equal installments of principal and interest following each advance. Both facilities bear interest on the outstanding daily balance at a rate equal to the greater of one half of one percentage point (0.50%) above the prime rate or 5.25%. The Company used the proceeds from the 2018 Secured Term Loan to pay off a prior loan with the same financial institution. The 2018 Secured Term Loan agreement contains customary covenants restricting the Company to incur debt, liens and undergo certain fundamental changes, as well as certain financial covenants specified in the contractual agreement. The credit agreement also contains customary events of default. The 2018 Secured Term Loan also contains restrictions on the payment of dividends. In February 2019, the Company entered into the first amendment of the 2018 Secured Term Loan to decrease the growth capital term loan capacity to $6.0 million and replace its user acquisition term loan with a revolving credit facility of $25.0 million. Principal payments on the growth capital term loan facility shall be payable in twenty-four equal monthly installments, plus accrued interest, beginning on March 1, 2019, through maturity in February 2021. Principal payments plus accrued interest on advances made from the revolving credit facility shall be payable upon maturity in February 2021. In December 2019, the Company entered into the second amendment of its 2018 Secured Term Loan agreement to increase the revolving credit facility from $25.0 million to $30.0 million upon the achievement of certain performance milestones. These amendments were accounted for as debt modifications in accordance with ASC 470‑50, Debt — Modifications and Extinguishments, resulting in the amortization of both the previously deferred and incremental issuance costs as an adjustment to interest expense over the remaining term. 2019 Mezzanine Term Loan In December 2019, the Company entered into a mezzanine term loan for up to $40.0 million; $30.0 million of which is immediately available and an additional $10.0 million available upon the achievement of certain performance milestones (“2019 Mezzanine Term Loan”). No payments are due until the loan maturity date of December 2023. The facility shall bear interest on the outstanding daily balance for each 2019 Mezzanine Term Loan advance at a floating per annum rate equal to the greater of five percentage points (5.0%) above the prime rate or 9.75%. The Company drew $10.0 million of the $30 million immediately available from the 2019 Mezzanine Term Loan and used the proceeds to pay off the outstanding balance and interest of the 2018 Secured Term Loan. There are no financial covenants associated with the 2019 Mezzanine Term Loan. 2018 Convertible Promissory Notes In May and June 2018, the Company entered into subordinated note purchase agreements with two investors (the “2018 Convertible Promissory Notes”), whereby the Company received proceeds of $14.8 million, offset by $0.3 million of issuance costs. The maturity date of the principal and interest was November 2019 and interest accrues at a rate of 8% per annum, increasing by 2% at the three-month anniversary of closing, and increasing by another 2% at the one year anniversary of closing. Upon issuance of the Convertible Promissory Notes, the Company bifurcated and valued embedded share-settled redemption features from the host debt instrument. The fair value of the bifurcated derivatives was $3.6 million as of December 31, 2018 and was recorded within Other current liabilities. The resulting unamortized debt discount on the Convertible Promissory Notes was recognized to interest expense based on the effective interest rate method over the contractual terms of the Convertible Promissory Notes. In March 2019, $5.0 million of the 2018 Convertible Promissory Notes plus accrued interest were converted into 626,269 shares of redeemable convertible Series D preferred stock at the election of the holder based on the following provision: Conversion at a Non-Qualified Financing — If the Notes have not been previously paid in full or converted prior to a financing that does not constitute a Qualified Equity Financing (Non-Qualified Equity Financing), then upon the written election of holder of the Notes, the outstanding principal amount of this Note, plus all accrued and unpaid interest, shall be converted into such number of fully paid and nonassessable shares of the same class and series issued in such Non-Qualified Equity Financing, as shall be equal to the number obtained by dividing (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest by (ii) the Conversion Price. In September 2019, the remaining $9.8 million of the 2018 Convertible Promissory Notes plus accrued interest were converted into 993,209 shares of redeemable convertible Series D‑1 preferred stock as a result of a qualified financing event, based on the following provision: Conversion Upon a Qualified Financing — In the event of a qualified equity financing after March 31, 2019, and prior to the maturity date or a change of control, then the outstanding principal amount of and all accrued and unpaid interest on the 2018 Notes shall automatically convert into such number of fully paid and nonassessable shares of the Company’s capital stock, consisting of the Preferred Stock of the same series issued in such qualified equity financing, as shall be equal to the number obtained by dividing (i) the outstanding principal amount of the 2018 Notes plus all accrued and unpaid interest and (ii) the Conversion Price. In connection with the conversions of the 2018 Convertible Promissory Notes, the carrying amount of principal and accrued and unpaid interest was derecognized from Long-term debt and recorded to Redeemable convertible preferred stock. The bifurcated derivatives recognized upon issuance were remeasured to fair value as of the respective dates of conversion, resulting in gain of $3.7 million recorded within Other income (expense), net. |
Commitments and Contingencies_2
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 6. Commitments and Contingencies Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of September 30, 2020. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. | 6. Commitments and Contingencies Operating Leases The Company’s primary operating lease commitment relates to its headquarters in San Francisco, California, which requires monthly lease payments through March 31, 2020. In November 2018, the Company entered into an operating lease agreement related to its office in Portland, Oregon, which requires monthly lease payments through May 2022. In March 2019, the Company entered into a lease agreement for additional office space in its current San Francisco headquarters. The amended lease is through March 31, 2020 and will result in a total amount of $1.5 million in future minimum lease payments. In May 2019, the Company entered into an operating lease related to its new headquarters in San Francisco. The lease is through July 2029 and will result in a total of $25.6 million in future minimum lease payments, which exclude a tenant improvement allowance from the landlord of up to $2.5 million. In December 2019, the Company entered into an operating lease related to additional office space in San Francisco. The lease is through March 31, 2021 and will result in a total of $8.8 million in future minimum lease payments. The Company recognizes rent expense on a straight-line basis over the lease period and accounts for the difference between straight-line rent and actual lease payments as deferred rent. Rent expense for all facility leases was $1.9 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively. Future minimum payments under the Company’s non-cancelable leases as of December 31, 2019, are as follows: Operating Lease Commitments Year ended December 31, 2020 $ 5,634 2021 7,924 2022 2,487 2023 2,368 2024 2,439 Thereafter 16,498 Future minimum lease payments $ 37,350 Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of December 31, 2019. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. |
Preferred Stock
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock | ||
Preferred Stock | 7. Preferred Stock The authorized, issued and outstanding shares, issue price, conversion price, and liquidation preference of the Company’s preferred stock, including convertible preferred stock (Series A, Series A‑1 and Series B) and redeemable convertible preferred stock (Series C, Series D, Series D‑1, and Series E), as of the dates indicated were as follows (in thousands, except for share and per share data): September 30, 2020 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,520,423 $ 1.4700 $ 1.4700 $ 8,115 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 Series E 3,150,000 2,386,731 32.2080 32.2080 76,872 35,305,078 25,684,404 $ 184,512 December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 Issuance costs related to the convertible preferred stock are presented net against the proceeds within equity. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. Terms of the redeemable convertible Series E preferred stock are consistent with those of the redeemable convertible Series D‑1 preferred stock, except that the redeemable convertible Series E preferred stock includes multiple issuances. The Series E Stock Purchase Agreement required the Company to issue and sell, and the Series E investors to purchase, additional shares of redeemable convertible Series E preferred stock subsequent to the initial closing (the “redeemable convertible Series E preferred stock forward contract liability”). The Company concluded that the redeemable convertible Series E preferred stock forward contract liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the redeemable convertible Series E preferred stock. The forward contract liability had an immaterial value at the issue date. In September 2020, the Company received $11.7 million in cash proceeds as settlement for the outstanding redeemable convertible Series E preferred stock forward contract liability and issuance of the underlying redeemable convertible Series E preferred stock to a private investor at a price per share of $32.208. Upon settlement and issuance, the cash proceeds of $11.7 million and the fair value of the redeemable convertible Series E preferred stock forward contract liability of $21.7 million was recorded as Redeemable convertible preferred stock on the Company’s Balance Sheet. During the nine-months ended September 30, 2020, the Company recognized a non-cash charge of $21.7 million related to changes in the fair value of the redeemable convertible Series E preferred stock forward contract liability, which was included in Other income (expense), net in the Statement of Operations. In September 2020, the Company repurchased 39,718 convertible Series A preferred shares from an external investor for $30.50 per share. The difference between the repurchase price and the original issuance price of the shares was recorded as an increase to accumulated deficit and to the net loss attributable to common stockholders. Significant terms of the convertible Series A, Series A‑1, and Series B, and redeemable convertible Series C, Series D, Series D‑1, and Series E preferred stock (collectively, the “Preferred Stock”) are as follows: Liquidation Preference In the event of a liquidation event, such as a merger or consolidation, or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets, either voluntary or involuntary, the holders of preferred stock are entitled to receive out of the available assets of the Company, prior and in preference to any distribution to the holders of common stock, an amount per share equal to the greater of (i) one (1) time the original issue price of the Preferred Stock plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of such preferred stock been converted into Class B common stock immediately prior to such liquidation, dissolution, winding up or Liquidation Event. Payment out of available assets will first be distributed to holders of the Series E preferred, Series D‑1 preferred, and Series D preferred as a group, then Series C, B, and A‑1 preferred as group, and last Series A preferred. Dividends The holders of shares of the preferred stock shall be entitled to receive dividends when and if declared by the board of directors, in preference of any dividend on the Company’s common stock. Such dividends shall not be cumulative or mandatory. No dividends have been declared in any period presented. Voting The holder of each share of the preferred stock shall be entitled to the number of votes equal to the number of Class B common stock into which such the preferred stock held by such holder are convertible. Conversion Each share of preferred stock shall be convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into a number of fully paid and nonassessable shares of Class B common stock that results from dividing the applicable original issue price for such series by the applicable conversion price in effect on the date of conversion (the “Conversion Rate”). Each share of the preferred shares shall automatically be converted into fully paid and nonassessable shares of Class B common stock at the Conversion Rate immediately upon the closing of an Initial Public Offering. Based on the conversion price set forth in the Company’s certificate of incorporation, amended in June 2018 to effect for a 10‑for‑1 stock split of its common stock, the Conversion Rate in effect as of and for the periods presented was ten shares of Class B common stock for each share of preferred stock. Redemption There are no redemption rights for the Series A, A‑1, or B convertible preferred stock and the holders of these preferred shares cannot unilaterally force a liquidation of the Company. The Series C and D redeemable convertible preferred stock are redeemable at the holder’s option at any time after September 25, 2025, in three annual installments at the greater of the original issue price or then-current fair value. The Series D‑1 redeemable convertible preferred stock are redeemable at the holder’s option at any time after August 29, 2026, in three annual installments at the greater of the original issue price or then-current fair value. The Series E redeemable convertible preferred stock are redeemable at the holder’s option at any time after April 15, 2027, in three annual installments at the greater of the original issue price or then-current fair value. As a result, the Series C, Series D, Series D‑1, and Series E redeemable convertible preferred stock are redeemable and classified outside of permanent equity. The Company recorded adjustments of $866.0 million for the nine-month period ending September 30, 2020 to remeasure its redeemable convertible preferred stock to its fair value of $1.1 billion as of September 30, 2020. The Company recorded adjustments of $62.5 million for the nine-month period ending September 30, 2019 to remeasure its redeemable convertible preferred stock to its fair value of $156.3 million as of September 30, 2019. | 7. Preferred Stock The authorized, issued and outstanding shares, issue price, conversion price, and liquidation preference of the Company’s preferred stock, including convertible preferred stock (Series A, Series A‑1 and Series B) and redeemable convertible preferred stock (Series C, Series D, Series D‑1), as of the dates indicated were as follows (in thousands, except for share and per share data): December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 December 31, 2018 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,660,141 $ 1.4700 $ 1.4700 $ 8,320 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,236,022 8.1474 8.1474 18,218 29,155,078 20,262,664 $ 61,778 Issuance costs related to the convertible preferred stock are presented net against the proceeds. In September 2019, the Company received $25.0 million in cash proceeds from the issuance of redeemable convertible Series D‑1 preferred stock to a private investor at a price per share of $16.0746. In conjunction with the issuance of the redeemable convertible Series D‑1 preferred stock, $9.8 million of the 2018 Convertible Promissory Notes, plus accrued interest, were converted into shares of redeemable convertible Series D‑1 preferred stock. Significant terms of the convertible Series A, Series A‑1, Series B, and redeemable convertible Series C, Series D and Series D‑1 preferred stock (collectively, the “Preferred Stock”) are as follows: Liquidation Preference In the event of a liquidation event, such as a merger or consolidation, or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets, either voluntary or involuntary, the holders of preferred stock are entitled to receive out of the available assets of the Company, prior and in preference to any distribution to the holders of common stock, an amount per share equal to the greater of (i) one (1) time the original issue price of the Preferred Stock plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of such preferred stock been converted into Class B common stock immediately prior to such liquidation, dissolution, winding up or Liquidation Event. Payment out of available assets will first be distributed to holders of the Series D‑1 preferred, then Series D, C, B, and A‑1 preferred as group, and last Series A preferred. Dividends The holders of shares of the preferred stock shall be entitled to receive dividends when and if declared by the Board of Directors, in preference of any dividend on the Company’s common stock. Such dividends shall not be cumulative or mandatory. No dividends have been declared in any period presented. Voting The holder of each share of the preferred stock shall be entitled to the number of votes equal to the number of Class B common stock into which such the preferred stock held by such holder are convertible. Conversion Each share of preferred stock shall be convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into a number of fully paid and nonassessable shares of Class B common stock that results from dividing the applicable original issue price for such series by the applicable conversion price in effect on the date of conversion (the “Conversion Rate”). Each share of the preferred shares shall automatically be converted into fully paid and nonassessable shares of Class B common stock at the Conversion Rate immediately upon the closing of an Initial Public Offering. Based on the conversion price set forth in the Company’s certificate of incorporation, amended in June 2018 to effect for a 10‑for‑1 stock split of its common stock, the Conversion Rate in effect as of and for the periods presented was ten shares of Class B common stock for each of share of preferred stock. Redemption There are no redemption rights for the convertible Series A, A‑1, or B preferred stock and the holders of these convertible preferred shares cannot unilaterally force a liquidation of the Company. The convertible Series C and D preferred stock are redeemable at the holder’s option at any time after September 25, 2025, in three annual installments at the greater of the original issue price or then-current fair value. The convertible Series D‑1 preferred stock are redeemable at the holder’s option at any time after August 29, 2026, in three annual installments at the greater of the original issue price or then-current fair value. As a result, the convertible Series C, Series D, and Series D‑1 preferred stock are deemed redeemable and classified outside of permanent equity. The Company recorded adjustments of $62.5 million and $18.8 million to remeasure its redeemable convertible preferred stock to its fair value of $156.3 million and $54.1 million as of December 31, 2019 and 2018, respectively. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2019 | |
Retirement Plans | |
Retirement Plans | 8. Retirement Plans 401(k) Plan The Company adopted a 401(k) Plan that qualifies as a deferred salary arrangement under Section 401 of the IRC. Under the 401(k) Plan, participating employees may defer a portion of their pretax earnings not to exceed the maximum amount allowable. Contributions for eligible employees for the year ended December 31, 2019 were immaterial. No contributions for eligible employees were made for the year ended December 31, 2018. |
Stockholders' Deficit
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit | ||
Stockholders' Deficit | 8. Stockholders’ Deficit Common Stock As of September 30, 2020, the Board of Directors has authorized the Company to issue 110 million shares of Class A common stock and 505 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2020, no dividends have been declared. Class A Common Stock As of September 30, 2020, there were 109,885,079 shares of Class A common stock issued and outstanding. As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of September 30, 2020, there were 61,345,161 shares of Class B common stock issued and outstanding. As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | 9. Stockholders’ Deficit Common Stock As of December 31, 2019, the Board of Directors has authorized the Company to issue 105 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2019, no dividends have been declared. Class A Common Stock As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. As of December 31, 2018, there were 87,669,412 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. As of December 31, 2018, there were 44,197,558 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | ||
Stock Based Compensation | 9. Stock Based Compensation The following table summarizes stock-based compensation expense recognized for the nine months ended September 30, 2020 and 2019, as follows: Nine Months Ended September 30, 2020 2019 Research and development $ 1,544 $ 124 Sales and marketing 1,542 95 General and administrative 6,479 750 Total stock-based compensation expense $ 9,565 $ 969 Equity Incentive Plans 2017 Equity Incentive Plan During the nine months ended September 30, 2020, the Board of Directors reserved an additional 42,303,790 shares of the Company’s common stock for issuance under the 2017 Plan. Under the 2017 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period. Stock Options Stock option activity for the Plans in the nine months ended September 30, 2020 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2019 3,855,385 38,794,307 $ 0.14 7.67 $ 13,056 Additional shares authorized 42,303,790 — — Options granted (31,629,055) 31,629,055 0.82 Options exercised(1) — (22,257,454) 0.68 Options canceled 7,053,029 (7,357,510) 0.39 Balance at September 30, 2020 21,583,149 40,808,398 0.33 7.61 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Exercisable at September 30, 2020 20,890,313 0.08 6.39 186,721 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 Unvested at September 30, 2020 19,918,085 0.59 8.89 167,768 (1) The number of options exercised includes early exercises related to the Executive grants noted below. The number of unvested stock options as of September 30, 2020 and December 31, 2019 does not include 24.3 million and 11.0 million shares of restricted common stock issued upon the early exercise of certain Executive grants described below. As of September 30, 2020, unrecognized stock-based compensation expense related to unvested stock options and restricted common stock was approximately $68.6 million. The weighted-average period over which such compensation expense will be recognized is approximately 2 years. The aggregate intrinsic value of options exercised was $47.8 million and $1.0 million during the nine months ended September 30, 2020 and 2019, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the nine months ended September 30, 2020 were as follows: September 30, 2020 Expected volatility 47.24% – 48.93 % Risk-free interest rate 0.35% – 1.44 % Expected term (in years) 5.95 – 6.25 Expected dividend yield — Weighted average estimated fair value of stock options granted during the period $ 2.22 Executive grants 2020 CEO Executive Grant On April 15, 2020, the Board of Directors approved a grant to the Company’s co-founder and Chief Executive Officer of options to purchase shares of Class A common stock at an exercise price of $0.86 per share. The option was to purchase 13,279,768 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the Black-Scholes Model (“BSM”) pricing model, and the total compensation expense that will be recognized over the requisite service period is $21.5 million. As of September 30, 2020, the Company recognized $2.5 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CEO elected to waive the right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. On May 14, 2020, the option to purchase shares of Class A common stock was early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $11.4 million and bears interest at a rate of 0.58%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantee’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse. Accordingly, the promissory note was recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The 13,279,768 shares issued related to the 2020 CEO Executive grants are included in Class A common stock issued and outstanding within these financial statements as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class A common stock and a right to cumulative declared dividends. 2020 CRO Executive Grant On April 15, 2020, the Board of Directors approved a grant to the Company’s co-founder and Chief Revenue Officer of two separate options to purchase shares of Class B common stock at an exercise price of $0.86 per share. The first option was to purchase 2,479,849 shares of Class B common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $3.5 million. As of September 30, 2020, the Company recognized $0.4 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CRO elected to waive his right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. The second option was to purchase 1,239,925 shares of Class B common stock, which vest subject to continuous service and the achievement of five market condition targets related to the valuation of the Company, ranging from $1.5 billion to $2.7 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before April 15, 2024 (“CRO Market Condition Grant”). The CRO Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of September 30, 2020, all compensation expense related to the Market Condition Grant remained unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $2.0 million grant date fair value of the CRO Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. On May 14, 2020, the two separate options to purchase shares of Class B common stock were early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $3.2 million and bears interest at a rate of 0.58%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantee’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse and recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The total 3,719,774 shares issued related to the co-founder grants are included in Class B common stock issued and outstanding within these financial statements as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class B common stock and a right to cumulative declared dividends. 2020 CTO Executive Grant On June 8, 2020, the Board of Directors approved a grant to the Company’s Chief Technology Officer of two separate options to purchase shares of Class A common stock at an exercise price of $0.99 per share. The first option was to purchase 2,035,520 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $9.0 million. As of September 30, 2020, the Company recognized $0.4 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CTO elected to waive the right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. The second option was to purchase 1,231,244 shares of Class A common stock, which vest subject to continuous service and the achievement of five market condition targets related to the valuation of the Company, ranging from $1.8 billion to $3.0 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before June 8, 2024 (“CTO Market Condition Grant”). The CTO Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of September 30, 2020, all compensation expense related to the CTO Market Condition Grant remained unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $3.7 million grant date fair value of the CTO Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. Other Stock-Based Compensation During the nine months ended September 30, 2019, certain existing and new investors acquired $0.7 million of outstanding Class B common stock from a current employee at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $0.5 million in general and administrative expense. In April and May 2020, certain existing and new investors acquired $11.0 million of outstanding Class B common stock from employees. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $2.3 million in general and administrative, $0.7 million in sales and marketing, and $0.4 million in research and development. In August 2020, the Company’s board of directors granted an executive officer 3,691,455 non-qualified stock options, which vest 25% on the one year anniversary of the start of the vesting period, and 6.25% after each three months of continuous service subsequent to the first year. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $23.5 million. As of September 30, 2020, the Company recognized $0.9 million in compensation expense related to this grant. | 10. Stock Based Compensation The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2019 and 2018, as follows: 2019 2018 Research and development $ 181 $ 361 Sales and marketing 111 114 General and administrative 945 6,205 Total stock-based compensation expense $ 1,237 $ 6,680 Equity Incentive Plans 2012 Equity Incentive Plan In May 2012, the Board of Directors of the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). Under the 2012 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Options are granted at a price per share equal to the fair market value common stock at the date of grant. The Board of Directors approved the reserve of 41,442,480 shares of the Company’s Class B common stock for issuance under the 2012 Plan. In November 2015, this plan was superseded by the 2015 Equity Incentive Plan (the “2015 Plan”) and all reserved shares under the 2012 Plan were transferred to the 2015 Plan. Under the 2012 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36 month period. The maximum term for stock options granted under the 2012 Plan may not exceed ten years from date of grant. 2015 Equity Incentive Plan In November 2015, the Board of Directors of the Company adopted the 2015 Plan, which serves as a successor to the 2012 Plan and provides for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. A total of 41,442,480 shares of the Company’s common stock was reserved for issuance under the 2012 Plan, which also includes any shares subject to stock options granted under its 2012 Plan that, after the date the Company’s Board of Directors initially approved its 2015 plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest. Under the 2015 Plan, options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period for the purposes of the service condition. 2017 Equity Incentive Plan In May 2017, the Board of Directors of the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”). The Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Upon approval, the Board of Directors reserved 26,572,800 shares of the Company’s common stock for issuance under the 2017 Plan. Under the 2017 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period. Stock Options Stock option activity for the Plans in the years ended December 31, 2019 and 2018 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2017 32,119,990 39,849,830 $ 0.03 8.27 $ 3,068 Shares canceled due to plan termination (27,584,900) — — Additional shares authorized 16,371,625 — — Options granted (13,265,217) 13,265,217 0.17 Options exercised — (5,402,490) 0.03 Options canceled 3,731,288 (6,337,656) 0.07 Balance at December 31, 2018 11,372,786 41,374,901 0.07 8.14 9,812 Additional shares authorized 8,000,000 — — Options granted (22,851,434) 22,851,434 0.33 Options exercised(1) — (16,772,359) 0.25 Options canceled 7,334,033 (8,659,669) 0.12 Balance at December 31, 2019 3,855,385 38,794,307 0.14 7.67 13,056 Exercisable at December 31, 2018 18,177,953 0.04 7.21 5,093 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Unvested at December 31, 2018 23,196,948 0.12 8.86 4,719 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 (1) The number of options exercised includes early exercises related to the Executive grants noted below. The number of unvested stock options as of December 31, 2019 does not include 11.0 million shares of restricted common stock issued upon the early exercise of the Executive grants described below. As of December 31, 2019, unrecognized stock-based compensation expense related to unvested stock options and restricted common stock was approximately $3.0 million. The weighted-average period over which such compensation expense will be recognized is approximately 2 years. The aggregate intrinsic value of options exercised was $1.4 million and $0.5 million during the years ended December 31, 2019 and 2018, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected volatility 47.17% – 55.47 % 47.69% – 49.17 % Risk-free interest rate 1.57% – 2.64 % 2.60% – 3.06 % Expected term (in years) 5.00 – 6.86 5.49 – 6.13 Expected dividend yield — — Weighted average estimated fair value of stock options granted during the year $ 0.16 $ 0.08 Executive grants On April 29, 2019, the Board of Directors approved a grant to the Company’s co-founder and Chief Executive Officer of two separate options to purchase shares of Class A common stock at an exercise price of $0.32 per share. The first option was to purchase 4,002,373 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 1/48th of the shares vest each month. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The $1.7 million grant date fair value of this option, estimated based on the BSM pricing model, will be recognized as compensation expense over the requisite service period. As of December 31, 2019, the Company recognized $0.2 million in compensation expense related to this grant. The second option was to purchase 8,004,745 shares of Class A common stock, which vest subject to continuous service and the achievement of eight market condition targets related to the valuation of the Company, ranging from $600 million to $2.7 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before April 29, 2023 (“Market Condition Grant”). The Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of December 31, 2019, all compensation expense related to the Market Condition Grant remains unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $0.9 million grant date fair value of the Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. On April 30, 2019, the two separate options to purchase shares of Class A common stock were early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $3.8 million and bears interest at a rate of 2.55%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantees’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse. Accordingly, the promissory note was recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The total 12,007,118 shares issued related to the executive grants are included in Class A common stock issued and outstanding within these financial statements, as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class A common stock and a right to cumulative declared dividends. Other Stock-Based Compensation During the year ended December 31, 2018, certain external investors acquired outstanding Class B common stock from current employees at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $6.3 million. The Company recorded $6.0 million of this expense in general and administrative expense, $0.2 million in research and development expense, and $0.1 million in sales and marketing expense. During the year ended December 31, 2019, certain external investors acquired outstanding Class B common stock from a current employee at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $0.5 million in general and administrative expense. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | 10. Income Taxes The Company’s income tax provision was $0.1 million and $0 for the nine months ended September 30, 2020 and 2019, respectively. The income tax expense for the nine months ended September 30, 2020 was attributable to state income taxes. For the periods presented, the difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the full valuation allowance on its deferred tax assets. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. As of September 30, 2020, the Company continues to maintain a full valuation allowance on its deferred tax assets. | 11. Income Taxes The Company has historically generated net operating losses in each of the tax jurisdictions in which it operates and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. As a result, the Company has not recorded an income tax provision. A reconciliation of the Company’s effective tax rate to the statutory U.S. federal rate of 21% is as follows: Year Ended December 31, 2019 2018 U.S. Federal provision (benefit) At Statutory Rate $ (5,956) $ Valuation Allowance 6,320 5,671 Stock Based Compensation (182) Permanent Differences (182) 78 Total $ — $ — Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows: As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 21,309 $ 14,956 Stock-based compensation 1,646 1,512 Reserves and accruals 513 228 Other 2 15 Total deferred tax assets 23,470 16,711 Less: valuation allowance (23,455) (16,710) Deferred tax assets, net of valuation allowance $ 15 $ 1 Deferred tax liabilities: Other (15) (1) Total deferred tax liabilities (15) (1) Net deferred tax assets $ — $ — A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. As of December 31, 2019 and 2018, the Company has provided a full valuation allowance against all its deferred tax assets. The change in total valuation allowance from 2018 to 2019 was an increase of $6.7 million. The Company has net operating loss carryforwards for federal and state income tax purposes of approximately $84.3 million and $41.9 million, respectively, as of December 31, 2019. The federal and state net operating loss carryforwards, if not utilized, will expire beginning in 2033. $48.3 million of the federal net operating loss carryforwards are not subject to expiration as a result of the Tax Cuts and Jobs Act (TCJA) which was enacted in December 2017. Utilization of some of the federal and state net operating loss and credit carryforwards may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2019. The Company files tax returns in the U.S., California, Massachusetts, and Oregon. The Company is not currently under examination in any of these jurisdictions and all its tax years remain open to examination due to net operating loss carryforwards. The Company does not have any reserves for uncertain tax positions. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related-Party Transactions | ||
Related-Party Transactions | 11. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 9, the Company did not have any other significant related party transactions for the nine months ended September 30, 2020 and 2019. | 12. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 10, the Company did not have any other significant related party transactions in the years ended December 31, 2019 and 2018. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Net Loss Per Share | 12. Net Loss Per Share The Company computes net loss per share of the Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been antidilutive. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (in thousands, except for share and per share data): Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (78,530) $ (14,919) Remeasurement of redeemable convertible preferred stock (865,952) (62,519) Deemed dividend related to repurchase of preferred stock dividends (1,153) — Net loss attributable to common stockholders – Basic and diluted (945,635) (77,438) Denominator: Weighted average common shares outstanding – Basic and diluted 142,475,767 134,316,073 Net loss per share attributable to common stockholders – Basic and diluted $ (6.64) $ (0.58) The following common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at September 30, 2020 2019 Redeemable convertible preferred stock 122,023,200 98,155,890 Convertible preferred stock 134,820,840 135,218,020 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 65,145,619 50,266,634 Total 326,855,381 287,772,934 | 13. Net Loss Per Share The Company computes net loss per share of the Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been antidilutive. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Share of Common Stock (in thousands, except for share and per share data): Year Ended December 31, 2019 2018 Numerator: Net loss $ (23,605) $ (27,780) Remeasurement of redeemable convertible preferred stock (62,519) (18,798) Net loss attributable to common stockholders – Basic and diluted (86,124) (46,578) Denominator: Weighted average common shares outstanding – Basic and diluted 135,124,756 129,930,282 Net loss per share attributable to common stockholders – Basic and diluted $ (0.64) $ (0.36) The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at December 31, 2019 2018 Redeemable convertible preferred stock 98,155,890 66,408,620 Convertible preferred stock 135,218,020 136,218,020 Convertible promissory notes — 16,194,780 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 49,800,829 41,374,901 Total 288,040,461 264,328,711 |
Subsequent Events_2_3
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | 14. Subsequent Events For its unaudited interim financial statements as of September 30, 2020 and the nine-month period then ended, the Company has evaluated the effects of subsequent events through November 17, 2020, which is the date that these unaudited interim financial statements were available to be issued. In October 2020, the Company amended its certificate of incorporation to increase the number of Class A shares authorized for issuance from 110 million to 125 million shares. Events subsequent to the original issuance of unaudited interim financial statements On December 16, 2020, FEAC consummated the previously announced business combination pursuant to the terms of the merger agreement dated as of September 1, 2020. In connection with the closing of the business combination, the Company granted to the Company's Chief Executive Officer options to purchase 9,960,000 shares of New Skillz Class B common stock and to the Chief Revenue Officer options to purchase 2,040,000 shares of New Skillz Class A common stock. The options shall vest and become exercisable based on the attainment of certain stock price targets of the New Skillz Class A common stock following the grant date. The exercise price of such options is $17.68, the closing price of the New Skillz Class A common stock on December 16, 2020. | 14. Subsequent Events The Company evaluated subsequent events through September 4, 2020, which is the date these financial statements were available to be issued. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. A subsequent closing of Series E preferred financing is scheduled to take place in September 2020. Terms of the redeemable convertible Series E preferred financing are consistent with those of the redeemable convertible Series D‑1 preferred stock. In May 2020, certain existing and new investors acquired $10.0 million of outstanding Class B common stock from employees. The Company will recognize $3.4 million in stock-based compensation expense. In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. In September 2020, the Company entered into a merger agreement (“Merger”) with Flying Eagle Acquisition Corp., a special purpose acquisition company (“FEAC”), whereby the Company will merge with a subsidiary of FEAC, with Skillz surviving the merger as a wholly-owned subsidiary of FEAC. In connection with the Merger, the Chief Executive Officer chose to waive his Executive grant acceleration rights that permits 100% of his then-outstanding shares to vest upon the consummation of an Exit Transaction. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Revenue Recognition | Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programing interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2019 and 2018. For the year ended December 31, 2019, games provided by two developer partners accounted for 83% and 7% of the Company’s revenue. For the year ended December 31, 2018, games provided by two developer partners accounted for 70% and 16% of the Company’s revenue. The Company did not generate material international revenues in the years ended December 31, 2019 and 2018. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. · Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a currency earned for every Competition played based on the amount of the entry fee. Ticketz can be redeemed for Bonus Cash. Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the years ended December 31, 2019 and 2018, the Company recognized a reduction of revenue of $27.7 million and $11.6 million, respectively, related to these end-user incentives. · Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions. For the years ended December 31, 2019 and 2018, the Company recognized sales and marketing expense of $45.2 million and $18.7 million, respectively, related to these end-user incentives. Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred. |
Cost of Revenue | Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, hosting expenses, allocation of shared facility and other costs, and personnel expenses. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents and restricted cash. Although the Company deposits its cash with multiple well-established financial institutions, the deposits, at times, may exceed federally insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. |
Advertising and Promotional Expense | Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred. For the years ended December 31, 2019 and 2018, advertising expenses, not including marketing promotions related to the Company’s end-user incentive programs, were $53.5 million and $25.3 million, respectively. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Preferred stock that is redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company is classified outside of permanent equity. Convertible preferred stock that is probable of becoming redeemable in the future is recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. The fair value of the redeemable convertible preferred stock is estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk free interest rate, and an assumption for a discount for lack of marketability, where applicable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding financial instruments that are classified as liabilities are classified within Other current liabilities in the Company’s Balance Sheet. |
Stock-Based Compensation | Stock-Based Compensation For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period based on the estimated grant-date fair value of the awards. For awards that vest based on service, performance and market conditions, the Company recognizes stock-based compensation expense when the performance conditions are probable of being achieved based on the estimated grant-date fair value of the awards. The compensation cost related to awards with market conditions is recognized regardless of whether the market condition is satisfied, if the requisite service is provided. See Note 10 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are stock options. The fair value of stock options that vest solely based on a service condition is determined by the Black-Scholes-Merton Option (“BSM”) pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: · Fair value of common stock — The absence of an active market for the Company’s common stock requires the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock, including: · The results of contemporaneous unrelated third-party valuations of the Company’s common stock · The prices of the recent redeemable convertible preferred stock sales by the Company to investors · The rights, preferences, and privileges of preferred stock relative to those of common stock · Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions · The Company’s performance and market position relative to competitors, which may change from time to time · The Company’s historical financial results and estimated trends and prospects for the Company’s future performance · The economic and competitive environment · The financial condition, results of operations, and capital resources · The industry outlook · The valuation of comparable companies · The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions · Any adjustments necessary to recognize a lack of marketability for the Company’s common stock · Precedent sales of or offers to purchase the Company’s capital stock · Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. · Expected volatility — The expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group as there has been no public market for the Company’s shares to date. · Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. · Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. The Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value. |
Stock Split | Stock Split In June 2018, the Company effected a 10‑for‑1 stock split of its common stock. All of the share information referenced throughout the financial statements and notes to the financial statements have been retroactively adjusted to reflect this stock split. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the financial statements or in the Company’s tax returns. Deferred income taxes are recognized for differences between financial reporting and tax bases of assets and liabilities at the enacted statutory tax rates in effect for the years in which the temporary differences are expected to reverse. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. The Company records a valuation allowance to reduce deferred tax assets to the net amount that the Company believes is more likely than not to be realized. In assessing the need for a valuation allowance, the Company considered historical levels of income, expectations of future taxable income and ongoing tax planning strategies. Because of the uncertainty of the realization of the deferred tax assets, the Company recorded a full valuation allowance against deferred tax assets. Realization of deferred tax assets is dependent primarily upon future U.S. taxable income. The Company utilizes a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained upon tax authority examination, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. Although the Company believes it has adequately reserved for the Company’s uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company evaluates its uncertain tax position on a regular basis and evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of an audit and effective settlement of audit issues. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s financial condition and operating results. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation is computed using the straight-line method over the estimated useful life of the related asset, generally three to five years. Leasehold improvements are amortized on a straight-line basis over the shorter of their estimated useful lives or the term of the related lease. Maintenance and repairs that do not extend the life or improve the asset are expensed as incurred. Upon disposal of property and equipment, assets and related accumulated depreciation are removed from the accounts, and the related gain or loss is included in the results from operations. Property and equipment are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If property and equipment are considered to be impaired, the impairment to be recognized equals the amount by which the carrying value of the asset exceeds its fair value. No impairment to any long-lived assets has been recorded in any of the periods presented. The Company capitalizes certain costs related to developed or modified software solely for the Company’s internal use to deliver the Company’s services. The Company capitalizes costs during the application development stage once the preliminary project stage is complete, management authorizes and commits to funding the project, it is probable that the project will be completed, and that the software will be used to perform the function intended. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The following table presents the estimated useful lives of the Company’s property and equipment: Property and Equipment Useful Life Computer equipment and servers 3 years Capitalized internal-use software 3 years Office equipment and other 5 years Leased equipment and leasehold improvements Lesser of estimated useful life or remaining lease term |
Leases | Leases Leases are reviewed and classified as capital or operating at their inception. The Company records rent expense associated with its operating lease on a straight-line basis over the term of the lease. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets consist of patents and are stated at cost less accumulated amortization. Patent assets have an estimated useful life of 20 years and are amortized on a straight-line basis over their estimated remaining economic lives. Intangible assets, net are presented within Other Long-Term Assets on the Balance Sheets. |
Net Loss Per Share | Net Loss Per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities. Basic loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding. Net loss available to common stockholders represents net loss attributable to common stockholders reduced by the allocation of earnings to participating securities. Losses are not allocated to participating securities as the holders of the participating securities do not have a contractual obligation to share in any losses. Diluted loss per share adjusts basic loss per share for the potentially dilutive impact of convertible preferred stock, convertible debt, stock options and warrants. As the Company has reported losses for all periods presented, all potentially dilutive securities including convertible preferred stock, convertible debt, stock options, and warrants, are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. The Company considers all series of its convertible preferred stock and certain restricted shares of Class A Common stock issued upon exercise of executive stock options but subject to continued vesting requirements (Note 13) to be participating securities. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company has determined that its Chief Executive Officer is the CODM. The Company operates in a single operating segment as the CODM reviews financial information presented on a consolidated basis, at the Company level, for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. As of and for the years ended December 31, 2019 and 2018, the Company did not have material revenue earned or assets located outside of the United States. |
Recently Issued Accounting Pronouncements Not Yet Adopted and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. The adoption dates discussed below reflect this election. In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020‑06, 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. The 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. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective 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, 2020 and adoption must be as of the beginning of the Company’s annual fiscal year. The Company is currently evaluating the impact of this standard on its financial statements and related disclosures. In November 2019, the FASB issued ASU 2019‑12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and also improves consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The standard is effective for public companies for fiscal years and interim periods within fiscal years beginning after December 15, 2020. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its financial statements. In August 2018, the FASB issued ASU 2018‑15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350‑40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract . This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company is currently evaluating the impact of adopting this standard on its financial statements. In June 2018, the FASB issued ASU 2018‑07, Compensation — Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , which expands the scope of Topic 718, to include share-based payments issued to non-employees for goods or services. The new standard supersedes Subtopic 505‑50. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. For all other entities, this standard is effective for fiscal years beginning after December 15, 2019, and interim periods within annual periods beginning after December 15, 2020. Early adoption is permitted for all entities, but no earlier than a company’s adoption date of Topic 606. The Company does not believe the adoption of this accounting standard update will have a material impact on its financial statements. In June 2016, the FASB issued ASU 2016‑13 (Topic 326), Financial Instruments — Credit Losses . ASU 2016‑13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016‑13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019‑10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) . This ASU defers the effective date of ASU 2016‑13 for non-public companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016‑13 on its financial statements for future periods and had not elected early adoption. In February 2016, the FASB issued ASU 2016‑02 (Topic 842), Leases , and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017‑13, 2018‑01, 2018‑10, 2018‑11, 2018‑20 and 2019‑01 (collectively, including ASU 2016‑02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases . The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016‑02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For non-public entities, ASU No. 2016‑02 is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the initial stage of its assessment of the new standard and is currently evaluating the timing of adoption, the quantitative impact of adoption, and the related disclosure requirements. The Company expects that the adoption will result in the recognition of right-of-use assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet. The Company does not expect the adoption of Topic 842 to have a material impact to the statements of operations or to have any impact on its cash flows from operating, investing, or financing activities. Recently Adopted Accounting Pronouncements In July 2017, the FASB issued ASU 2017‑11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. The ASU allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be classified as liabilities. A company will recognize the value of a down round feature only when it is triggered and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The Company adopted this guidance at the beginning of its fiscal year-ended December 31, 2018. The adoption of the standard did not have a material impact on the financial statements. In November 2016, FASB issued ASU 2016‑18, Statement of Cash Flows (Topic 230): Restricted Cash . The standard requires that changes in restricted cash be reflected with changes in cash and cash equivalents on the statement of cash flows and that a reconciliation between cash and cash equivalents presented on the balance sheet and cash, cash equivalents, and restricted cash presented on the statement of cash flows be provided. The Company adopted this standard in its fiscal year-ended December 31, 2019. In August 2016, the FASB issued ASU 2016‑15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments . This standard clarifies the classification of certain cash receipts and cash payments in the statement of cash flows, including debt prepayment or extinguishment costs, settlement of contingent consideration arising from a business combination, insurance settlement proceeds, and distributions from certain equity method investees. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. In January 2016, the FASB issued ASU 2016‑01, Financial Instruments-Overall (Subtopic 825‑10): Recognition and Measurement of Financial Assets and Financial Liabilities , which amends various aspects of the recognition, measurement, presentation, and disclosure of financial instruments. The Company adopted this standard in its fiscal year-ended December 31, 2019. The adoption of the standard did not have a material impact on the financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Summary of Significant Accounting Policies | |
Schedule of estimated useful lives of the Company's property and equipment: | Property and Equipment Useful Life Computer equipment and servers 3 years Capitalized internal-use software 3 years Office equipment and other 5 years Leased equipment and leasehold improvements Lesser of estimated useful life or remaining lease term |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Balance Sheet Components | |
Schedule of Prepaid Expenses and Other Current Assets | December 31, 2019 2018 Restricted Cash $ 2,920 $ — Credit card processing deposit 2,650 981 Prepaid expenses 2,460 448 Other current assets 1,434 808 Prepaid expenses and other current assets $ 9,464 $ 2,237 |
Schedule of Property and Equipment, Net | December 31, 2019 2018 Capitalized internal-use software $ 3,554 $ 1,407 Computer equipment and servers 458 220 Leasehold improvements 143 60 Furniture and fixtures 238 40 Construction in progress 519 — Total property and equipment 4,912 1,727 Accumulated depreciation and amortization (1,264) (554) Property and equipment, net $ 3,648 $ 1,173 |
Schedule of Other Current Liabilities | December 31, 2019 2018 Accrued compensation $ 2,532 $ 928 End-user liability, net 1,431 633 Accrued sales and marketing expenses 1,542 — Other accrued expenses 2,032 1,129 Derivative liability (Note 4 and Note 5) — 3,649 Other current liabilities $ 7,537 $ 6,339 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fair Value | |
Schedule of changes in Level 3 liabilities measured at fair value | Fair Value Measurements as of December 31, 2018 (Level 1) (Level 2) (Level 3) Total Liabilities Derivative liability $ — — 3,649 $ 3,649 Derivative Liability Fair value as of December 31, 2017 $ — Issuance of 2018 Convertible Promissory Notes 3,604 Change in fair value 45 Fair value as of December 31, 2018 3,649 Change in fair value (3,649) Fair value as of December 31, 2019 $ — |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-Term Debt | ||
Summary of components of long-term debt | Components of long-term debt were as follows: September 30, December 31, 2020 2019 2019 Mezzanine Term Loan $ — $ 10,000 Unamortized debt discount — (372) Net carrying amount $ — $ 9,628 | 2019 2018 2018 Secured Term Loan – principal $ — $ 3,500 Unamortized debt discount — (55) 2018 Secured Term Loan, net — 3,445 2019 Mezzanine Term Loan – principal 10,000 — Unamortized debt discount (372) — 2019 Mezzanine Term Loan, net 9,628 — Convertible Promissory Notes – principal — 14,750 Unamortized debt discount — (2,579) Convertible Promissory Notes, net — 12,171 Net carrying amount $ 9,628 $ 15,616 |
Commitments and Contingencies_3
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies | |
Schedule of Future minimum payments under non-cancelable leases | Operating Lease Commitments Year ended December 31, 2020 $ 5,634 2021 7,924 2022 2,487 2023 2,368 2024 2,439 Thereafter 16,498 Future minimum lease payments $ 37,350 |
Preferred Stock (Tables)
Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock | ||
Schedule of Preferred Stock by Class | September 30, 2020 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,520,423 $ 1.4700 $ 1.4700 $ 8,115 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 Series E 3,150,000 2,386,731 32.2080 32.2080 76,872 35,305,078 25,684,404 $ 184,512 December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 | December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 December 31, 2018 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,660,141 $ 1.4700 $ 1.4700 $ 8,320 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,236,022 8.1474 8.1474 18,218 29,155,078 20,262,664 $ 61,778 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | ||
Summary of stock-based compensation expense | Nine Months Ended September 30, 2020 2019 Research and development $ 1,544 $ 124 Sales and marketing 1,542 95 General and administrative 6,479 750 Total stock-based compensation expense $ 9,565 $ 969 | The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2019 and 2018, as follows: 2019 2018 Research and development $ 181 $ 361 Sales and marketing 111 114 General and administrative 945 6,205 Total stock-based compensation expense $ 1,237 $ 6,680 |
Summary of stock option activity | Stock option activity for the Plans in the nine months ended September 30, 2020 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2019 3,855,385 38,794,307 $ 0.14 7.67 $ 13,056 Additional shares authorized 42,303,790 — — Options granted (31,629,055) 31,629,055 0.82 Options exercised(1) — (22,257,454) 0.68 Options canceled 7,053,029 (7,357,510) 0.39 Balance at September 30, 2020 21,583,149 40,808,398 0.33 7.61 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Exercisable at September 30, 2020 20,890,313 0.08 6.39 186,721 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 Unvested at September 30, 2020 19,918,085 0.59 8.89 167,768 (1) The number of options exercised includes early exercises related to the Executive grants noted below. | Stock option activity for the Plans in the years ended December 31, 2019 and 2018 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2017 32,119,990 39,849,830 $ 0.03 8.27 $ 3,068 Shares canceled due to plan termination (27,584,900) — — Additional shares authorized 16,371,625 — — Options granted (13,265,217) 13,265,217 0.17 Options exercised — (5,402,490) 0.03 Options canceled 3,731,288 (6,337,656) 0.07 Balance at December 31, 2018 11,372,786 41,374,901 0.07 8.14 9,812 Additional shares authorized 8,000,000 — — Options granted (22,851,434) 22,851,434 0.33 Options exercised(1) — (16,772,359) 0.25 Options canceled 7,334,033 (8,659,669) 0.12 Balance at December 31, 2019 3,855,385 38,794,307 0.14 7.67 13,056 Exercisable at December 31, 2018 18,177,953 0.04 7.21 5,093 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Unvested at December 31, 2018 23,196,948 0.12 8.86 4,719 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 (1) The number of options exercised includes early exercises related to the Executive grants noted below. |
Summary of assumptions used to estimate the fair value of stock options granted and the resulting fair values | September 30, 2020 Expected volatility 47.24% – 48.93 % Risk-free interest rate 0.35% – 1.44 % Expected term (in years) 5.95 – 6.25 Expected dividend yield — Weighted average estimated fair value of stock options granted during the period $ 2.22 | The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected volatility 47.17% – 55.47 % 47.69% – 49.17 % Risk-free interest rate 1.57% – 2.64 % 2.60% – 3.06 % Expected term (in years) 5.00 – 6.86 5.49 – 6.13 Expected dividend yield — — Weighted average estimated fair value of stock options granted during the year $ 0.16 $ 0.08 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes | |
Schedule of reconciliation of the effective tax rate to the statutory U.S. federal rate | A reconciliation of the Company’s effective tax rate to the statutory U.S. federal rate of 21% is as follows: Year Ended December 31, 2019 2018 U.S. Federal provision (benefit) At Statutory Rate $ (5,956) $ Valuation Allowance 6,320 5,671 Stock Based Compensation (182) Permanent Differences (182) 78 Total $ — $ — |
Schedule of significant components of the deferred tax assets and liabilities for federal and state income taxes | As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 21,309 $ 14,956 Stock-based compensation 1,646 1,512 Reserves and accruals 513 228 Other 2 15 Total deferred tax assets 23,470 16,711 Less: valuation allowance (23,455) (16,710) Deferred tax assets, net of valuation allowance $ 15 $ 1 Deferred tax liabilities: Other (15) (1) Total deferred tax liabilities (15) (1) Net deferred tax assets $ — $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Schedule of computation of basic and diluted loss per Share of Common Stock | The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (in thousands, except for share and per share data): Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (78,530) $ (14,919) Remeasurement of redeemable convertible preferred stock (865,952) (62,519) Deemed dividend related to repurchase of preferred stock dividends (1,153) — Net loss attributable to common stockholders – Basic and diluted (945,635) (77,438) Denominator: Weighted average common shares outstanding – Basic and diluted 142,475,767 134,316,073 Net loss per share attributable to common stockholders – Basic and diluted $ (6.64) $ (0.58) | The following table sets forth the computation of basic and diluted loss per Share of Common Stock (in thousands, except for share and per share data): Year Ended December 31, 2019 2018 Numerator: Net loss $ (23,605) $ (27,780) Remeasurement of redeemable convertible preferred stock (62,519) (18,798) Net loss attributable to common stockholders – Basic and diluted (86,124) (46,578) Denominator: Weighted average common shares outstanding – Basic and diluted 135,124,756 129,930,282 Net loss per share attributable to common stockholders – Basic and diluted $ (0.64) $ (0.36) |
Schedule of outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders | The following common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at September 30, 2020 2019 Redeemable convertible preferred stock 122,023,200 98,155,890 Convertible preferred stock 134,820,840 135,218,020 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 65,145,619 50,266,634 Total 326,855,381 287,772,934 | The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at December 31, 2019 2018 Redeemable convertible preferred stock 98,155,890 66,408,620 Convertible preferred stock 135,218,020 136,218,020 Convertible promissory notes — 16,194,780 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 49,800,829 41,374,901 Total 288,040,461 264,328,711 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($)item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Concentration Risk [Line Items] | |||||
Number of developer partners | item | 2 | 2 | 2 | ||
Marketing promotions and discounts , as a reduction of revenue | $ 36,577 | $ 19,316 | $ 27,700 | $ 11,600 | |
Marketing promotions and discounts , as sales and marketing expense | $ 61,351 | $ 32,189 | 45,200 | 18,700 | |
Advertising expenses | $ 53,500 | $ 25,300 | |||
Stock split | 10 | 10 | 10 | ||
Revenue | Developer partner one | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue | 83.00% | 70.00% | |||
Revenue | Developer partner two | |||||
Concentration Risk [Line Items] | |||||
Percentage of revenue | 7.00% | 16.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Property, Plant and Equipment [Line Items] | |
Impairment to long-lived assets | $ 0 |
Estimated useful life of intangible assets | 20 years |
Computer equipment and servers | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | P3Y |
Capitalized internal-use software | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | P3Y |
Office equipment and other | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | P5Y |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components | |||
Restricted Cash | $ 2,920 | $ 2,920 | |
Credit card processing deposit | 5,007 | 2,650 | $ 981 |
Prepaid expenses | 1,260 | 2,460 | 448 |
Other current assets | 765 | 1,434 | 808 |
Prepaid expenses and other current assets | $ 9,952 | $ 9,464 | $ 2,237 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and equipment, net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total property and equipment | $ 7,896 | $ 4,912 | $ 1,727 | |
Accumulated depreciation and amortization | (2,327) | (1,264) | (554) | |
Property and equipment, net | 5,569 | 3,648 | 1,173 | |
Depreciation and amortization expense | 1,092 | $ 455 | 711 | 404 |
Capitalized internal-use software | ||||
Total property and equipment | 6,591 | 3,554 | 1,407 | |
Computer equipment and servers | ||||
Total property and equipment | 539 | 458 | 220 | |
Leasehold Improvements [Member] | ||||
Total property and equipment | 114 | 143 | 60 | |
Furniture and Fixtures [Member] | ||||
Total property and equipment | 184 | 238 | $ 40 | |
Construction in Progress [Member] | ||||
Total property and equipment | $ 468 | $ 519 |
Balance Sheet Components - Othe
Balance Sheet Components - Other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components | |||
Accrued compensation | $ 3,419 | $ 2,532 | $ 928 |
End-user liability, net | 2,896 | 1,431 | 633 |
Accrued sales and marketing expenses | 13,111 | 1,542 | |
Other accrued expenses | 3,603 | 2,032 | 1,129 |
Derivative liability (Note 4 and Note 5) | 3,649 | ||
Other current liabilities | $ 23,029 | $ 7,537 | $ 6,339 |
Fair Value Measurements - Deriv
Fair Value Measurements - Derivative Liability (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Liabilities | ||
Forward contract liability | $ 0 | $ 3,649 |
Level 3 | ||
Liabilities | ||
Forward contract liability | 3,649 | |
Recurring | Level 1 | ||
Liabilities | ||
Forward contract liability | $ 0 |
Fair Value Measurements - Recon
Fair Value Measurements - Reconciliation of unobservable inputs (Level 3) (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Changes in Level 3 liabilities measured at fair value | |||
Fair value at the beginning of the year | $ 0 | $ 3,649 | |
Issuance of 2018 Convertible Promissory Notes | 0 | $ 3,604 | |
Change in fair value | 21,688 | (3,649) | 45 |
Fair value at the end of the year | $ 0 | $ 0 | $ 3,649 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | |||
Cash and cash equivalents | $ 56,861 | $ 25,628 | $ 22,540 |
Forward contract liability | 0 | 3,649 | |
Level 1 | |||
Fair Value | |||
Cash and cash equivalents | $ 56,900 | 25,600 | $ 22,500 |
Level 1 | Recurring | |||
Fair Value | |||
Forward contract liability | $ 0 |
Long-Term Debt (Details)
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Long-Term Debt | |||
Unamortized debt discount | $ 0 | $ (372) | |
Net carrying amount | 0 | 9,628 | $ 15,616 |
Secured Debt [Member] | |||
Long-Term Debt | |||
Principal amount of debt | 0 | 3,500 | |
Unamortized debt discount | 0 | (55) | |
Net carrying amount | 0 | 3,445 | |
Mezzanine Term Loan [Member] | |||
Long-Term Debt | |||
Principal amount of debt | $ 0 | 10,000 | 0 |
Unamortized debt discount | (372) | 0 | |
Net carrying amount | 9,628 | 0 | |
Convertible Notes Payable [Member] | |||
Long-Term Debt | |||
Principal amount of debt | 0 | 14,750 | |
Unamortized debt discount | 0 | (2,579) | |
Net carrying amount | $ 0 | $ 12,171 |
Long-Term Debt - 2018 Secured T
Long-Term Debt - 2018 Secured Term Loan (Details) $ in Millions | 1 Months Ended | ||
Feb. 28, 2019USD ($)installment | May 31, 2018USD ($)installment | Dec. 31, 2019USD ($) | |
Long-Term Debt | |||
Number of monthly installments | installment | 18 | ||
Revolving Credit Facility [Member] | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 30 | ||
Secured Debt [Member] | |||
Long-Term Debt | |||
Spread on variable rate | 0.50% | ||
Secured Debt [Member] | Prime Rate [Member] | |||
Long-Term Debt | |||
Interest rate | 5.25% | ||
Growth Capital Term Loan Secured Debt [Member] | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 6 | $ 8 | |
Number of monthly installments | installment | 24 | 24 | |
User Acquisition Term Loan Secured Debt [Member] | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 10 | ||
User Acquisition Term Loan Secured Debt [Member] | Revolving Credit Facility [Member] | |||
Long-Term Debt | |||
Maximum borrowing capacity | $ 25 | $ 25 |
Long-Term Debt - 2019 Mezzanine
Long-Term Debt - 2019 Mezzanine Term Loan (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Long-Term Debt | ||
Proceeds from issuance of debt | $ 9,563 | $ 19,920 |
Mezzanine Term Loan [Member] | ||
Long-Term Debt | ||
Maximum borrowing capacity | 40,000 | |
Available borrowing capacity | 30,000 | |
Borrowing capacity on achievement of certain performance milestones | $ 10,000 | |
Spread on variable rate | 5.00% | |
Proceeds from issuance of debt | $ 10,000 | |
Mezzanine Term Loan [Member] | Prime Rate [Member] | ||
Long-Term Debt | ||
Interest rate | 9.75% |
Long-Term Debt - 2018 Convertib
Long-Term Debt - 2018 Convertible Promissory Notes (Details) $ in Thousands | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($)shares | Mar. 31, 2019USD ($)shares | Jun. 30, 2018USD ($)item | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Long-Term Debt | |||||||
Issuance costs | $ 653 | ||||||
Original amount of debt converted | $ 14,105 | $ 14,852 | |||||
Convertible Notes Payable [Member] | |||||||
Long-Term Debt | |||||||
Number of investors | item | 2 | ||||||
Proceeds from issuance of convertible notes, net | $ 14,800 | ||||||
Issuance costs | $ 300 | ||||||
Interest rate (as a percent) | 8.00% | ||||||
Increase in interest rate at the three-month anniversary of closing | 2.00% | ||||||
Increase in interest rate at the one year anniversary of closing | 2.00% | ||||||
Fair value of the bifurcated derivatives | $ 3,600 | ||||||
Original amount of debt converted | $ 9,800 | $ 5,000 | |||||
Gain from remeasurement of bifurcated derivatives recognized upon issuance to fair value | $ 3,700 | ||||||
Convertible Notes Payable [Member] | Series D preferred stock | |||||||
Long-Term Debt | |||||||
Shares issued upon conversion of debt | shares | 993,209 | 626,269 |
Commitments and Contingencies -
Commitments and Contingencies - Future minimum lease payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Year ended December 31, | |
2020 | $ 5,634 |
2021 | 7,924 |
2022 | 2,487 |
2023 | 2,368 |
2024 | 2,439 |
Thereafter | 16,498 |
Future minimum lease payments | $ 37,350 |
Commitments and Contingencies_4
Commitments and Contingencies - Additional information (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
May 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Future minimum lease payments | $ 37,350 | |||
Tenant improvement allowance | $ 2,500 | |||
Rent expense | 1,900 | $ 1,200 | ||
Additional Office Space In Current San Francisco Headquarters [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Future minimum lease payments | $ 1,500 | |||
New Headquarters In San Franciso [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Future minimum lease payments | $ 25,600 | |||
Additional Office Space In San Francisco [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Future minimum lease payments | $ 8,800 |
Preferred Stock (Details)
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Class of Stock | ||||
Shares Authorized | 35,305,078 | 32,155,078 | 29,155,078 | |
Shares Outstanding | 25,684,404 | 23,337,391 | 20,262,664 | |
Aggregate Liquidation Preference | $ 184,512 | $ 107,698 | $ 61,778 | |
Series A preferred stock | ||||
Class of Stock | ||||
Shares Authorized | 5,929,441 | 6,000,000 | 6,000,000 | |
Shares Outstanding | 5,520,423 | 5,560,141 | 5,660,141 | |
Per Share Price at Issuance | $ 1.4700 | $ 1.4700 | $ 1.4700 | |
Per Share Conversion Price | 1.47% | 1.47% | ||
Aggregate Liquidation Preference | $ 8,115 | $ 8,173 | $ 8,320 | |
Series One Preferred Stock [Member] | ||||
Class of Stock | ||||
Shares Authorized | 2,021,522 | 2,021,522 | 2,021,522 | |
Shares Outstanding | 1,986,754 | 1,986,754 | 1,986,754 | |
Per Share Price at Issuance | $ 1.5100 | $ 1.5100 | $ 1.5100 | |
Per Share Conversion Price | 1.51% | 1.51% | ||
Aggregate Liquidation Preference | $ 3,000 | $ 3,000 | $ 3,000 | |
Series B preferred stock | ||||
Class of Stock | ||||
Shares Authorized | 6,053,784 | 6,053,784 | 6,053,784 | |
Shares Outstanding | 5,974,907 | 5,974,907 | 5,974,907 | |
Per Share Price at Issuance | $ 2.5356 | $ 2.5356 | $ 2.5356 | |
Per Share Conversion Price | 2.5356% | 2.5356% | ||
Aggregate Liquidation Preference | $ 15,150 | $ 15,150 | $ 15,150 | |
Series C preferred stock | ||||
Class of Stock | ||||
Shares Authorized | 10,837,944 | 10,837,944 | 10,837,944 | |
Shares Outstanding | 4,404,840 | 4,404,840 | 4,404,840 | |
Per Share Price at Issuance | $ 3.8798 | $ 3.8798 | $ 3.8798 | |
Per Share Conversion Price | 3.8798% | 3.8798% | ||
Aggregate Liquidation Preference | $ 17,090 | $ 17,090 | $ 17,090 | |
Series D preferred stock | ||||
Class of Stock | ||||
Shares Authorized | 4,312,387 | 4,312,387 | 4,312,387 | |
Shares Outstanding | 2,862,291 | 2,862,291 | 2,236,022 | |
Per Share Price at Issuance | $ 8.1474 | $ 8.1474 | $ 8.1474 | |
Per Share Conversion Price | 8.1474% | 8.1474% | ||
Aggregate Liquidation Preference | $ 23,320 | $ 23,320 | $ 18,218 | |
Series D One Preferred Stock [Member] | ||||
Class of Stock | ||||
Shares Authorized | 3,000,000 | 3,000,000 | ||
Shares Outstanding | 2,548,458 | 2,548,458 | ||
Per Share Price at Issuance | $ 16.0746 | $ 16.0746 | $ 16.0746 | |
Per Share Conversion Price | 16.0746% | |||
Aggregate Liquidation Preference | $ 40,965 | $ 40,965 |
Preferred Stock - Additional In
Preferred Stock - Additional Information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019USD ($)$ / shares | Jun. 30, 2018 | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) | |
Class of Stock | ||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 76,617,000 | $ 24,908,000 | $ 24,908,000 | $ 18,218,000 | ||
Dividends, Preferred Stock, Cash | $ 0 | $ 0 | ||||
Stock split | 10 | 10 | 10 | |||
Number of Shares of Class B Common Stock Converted for Each Preferred Stock Shares | shares | 10 | |||||
Remeasurement of Redeemable Convertible Preferred Stock to Fair Value, Adjustments | $ 62,500,000 | $ 866,000,000 | 62,500,000 | $ 62,500,000 | 18,800,000 | |
Mandatorily Redeemable Preferred Stock, Fair Value Disclosure | 156,300,000 | $ 1,100,000,000 | $ 156,300,000 | $ 156,300,000 | $ 54,100,000 | |
Series D One Preferred Stock [Member] | ||||||
Class of Stock | ||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 25,000,000 | |||||
Shares Issued, Price Per Share | $ / shares | $ 16.0746 | $ 16.0746 | $ 16.0746 | $ 16.0746 | ||
Series D One Preferred Stock [Member] | 2018 Convertible Promissory Notes | ||||||
Class of Stock | ||||||
Conversion of Stock, Amount Converted | $ 9,800,000 |
Retirement Plans (Details)
Retirement Plans (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Retirement Plans | |
Contributions for eligible employees made | $ 0 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($)item$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock | |||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Dividend declared | $ | $ 0 | $ 0 | |
Class A common stock | |||
Class of Stock | |||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued | 109,885,079 | 99,014,030 | 99,000,000 |
Common stock outstanding | 109,885,079 | 99,014,030 | 87,669,412 |
Number of votes per share | item | 10 | 10 | |
Class B common stock | |||
Class of Stock | |||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common stock issued | 61,345,161 | 50,525,891 | 44,197,558 |
Common stock outstanding | 61,345,161 | 50,525,891 | 44,197,558 |
Number of votes per share | item | 1 | 1 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-based Compensation Expense Recognized (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Based Compensation | ||||
Compensation expense recognized | $ 1,237 | $ 6,680 | ||
Research and Development Expense [Member] | ||||
Stock Based Compensation | ||||
Compensation expense recognized | $ 400 | 181 | 361 | |
Selling and Marketing Expense [Member] | ||||
Stock Based Compensation | ||||
Compensation expense recognized | 700 | 111 | 114 | |
General and Administrative Expense [Member] | ||||
Stock Based Compensation | ||||
Compensation expense recognized | $ 2,300 | $ 500 | $ 945 | $ 6,205 |
Stock Based Compensation - Equi
Stock Based Compensation - Equity Incentive Plans (Details) - shares | 1 Months Ended | 9 Months Ended | ||
May 31, 2017 | Nov. 30, 2015 | May 31, 2012 | Sep. 30, 2020 | |
Equity Incentive Plan 2012 [Member] | ||||
Stock Based Compensation | ||||
Number of shares authorized | 41,442,480 | |||
Exercise price of option as a percentage of fair market value of underlying common stock at the time of grant | 100.00% | |||
Vesting percentage | 25.00% | |||
Vesting period | 36 years | |||
Term of option granted | 10 years | |||
Equity Incentive Plan 2015 [Member] | ||||
Stock Based Compensation | ||||
Number of shares authorized | 41,442,480 | |||
Vesting percentage | 25.00% | |||
Vesting period | 36 months | |||
Equity Incentive Plan 2017 [Member] | ||||
Stock Based Compensation | ||||
Number of shares authorized | 26,572,800 | 42,303,790 | ||
Exercise price of option as a percentage of fair market value of underlying common stock at the time of grant | 100.00% | 100.00% | ||
Vesting percentage | 25.00% | 25.00% | ||
Vesting period | 36 months | 36 months |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares Available for Issuance Under the Plan | |||||
Balance at the beginning (in shares) | 3,855,385 | ||||
Additional shares authorized (in shares) | 42,303,790 | ||||
Options canceled (in shares) | (7,053,029) | ||||
Balance at the end (in shares) | 21,583,149 | 3,855,385 | |||
Number of Shares Outstanding Under the Plan | |||||
Balance at the beginning (in shares) | 38,794,307 | ||||
Options granted (in shares) | 31,629,055 | ||||
Options exercised (in shares) | (22,257,454) | ||||
Options canceled (in shares) | (7,357,510) | ||||
Balance at the end (in shares) | 40,808,398 | 38,794,307 | |||
Exercisable at the end (in shares) | 20,890,313 | 20,379,015 | |||
Unvested at the end (in shares) | 19,918,085 | 18,415,292 | |||
Weighted-Average Exercise Price | |||||
Balance at the beginning (in dollars per shares) | $ 0.14 | ||||
Options granted (in dollars per shares) | 0.82 | ||||
Options exercised (in dollars per shares) | 0.68 | ||||
Options canceled (in dollars per shares) | 0.39 | ||||
Balance at the end (in dollars per shares) | 0.33 | $ 0.14 | |||
Exercisable at the end (in dollars per shares) | 0.08 | 0.06 | |||
Unvested at the end (in dollars per shares) | $ 0.59 | $ 0.23 | |||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||||
Weighted average remaining contractual life, outstanding | 7 years 7 months 10 days | 7 years 8 months 1 day | |||
Exercisable at the end (in years) | 6 years 4 months 21 days | 6 years 10 months 6 days | |||
Unvested at the end (in years) | 8 years 10 months 21 days | 8 years 6 months 29 days | |||
Aggregate intrinsic value outstanding | $ 354,489 | $ 13,056 | |||
Exercisable at the end (in dollars) | $ 186,721 | $ 8,492 | |||
Share-based Payment Arrangement, Option [Member] | |||||
Number of Shares Available for Issuance Under the Plan | |||||
Balance at the beginning (in shares) | 3,855,385 | 11,372,786 | 11,372,786 | 32,119,990 | |
Shares canceled due to plan termination (in shares) | (27,584,900) | ||||
Additional shares authorized (in shares) | 8,000,000 | 16,371,625 | |||
Options granted (in shares) | (22,851,434) | (13,265,217) | |||
Options exercised (in shares) | 0 | ||||
Options canceled (in shares) | 7,334,033 | 3,731,288 | |||
Balance at the end (in shares) | 3,855,385 | 11,372,786 | 32,119,990 | ||
Number of Shares Outstanding Under the Plan | |||||
Balance at the beginning (in shares) | 38,794,307 | 41,374,901 | 41,374,901 | 39,849,830 | |
Options granted (in shares) | 22,851,434 | 13,265,217 | |||
Options exercised (in shares) | (16,772,359) | (5,402,490) | |||
Options canceled (in shares) | (8,659,669) | (6,337,656) | |||
Balance at the end (in shares) | 38,794,307 | 41,374,901 | 39,849,830 | ||
Exercisable at the end (in shares) | 20,379,015 | 18,177,953 | |||
Unvested at the end (in shares) | 18,415,292 | 23,196,948 | |||
Weighted-Average Exercise Price | |||||
Balance at the beginning (in dollars per shares) | $ 0.14 | $ 0.07 | $ 0.07 | $ 0.03 | |
Options granted (in dollars per shares) | 0.33 | 0.17 | |||
Options exercised (in dollars per shares) | 0.25 | 0.03 | |||
Options canceled (in dollars per shares) | 0.12 | 0.07 | |||
Balance at the end (in dollars per shares) | 0.14 | 0.07 | $ 0.03 | ||
Exercisable at the end (in dollars per shares) | 0.06 | 0.04 | |||
Unvested at the end (in dollars per shares) | $ 0.23 | $ 0.12 | |||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||||
Weighted average remaining contractual life, outstanding | 7 years 8 months 1 day | 8 years 1 month 21 days | 8 years 3 months 7 days | ||
Exercisable at the end (in years) | 6 years 10 months 6 days | 7 years 2 months 16 days | |||
Unvested at the end (in years) | 8 years 6 months 29 days | 8 years 10 months 10 days | |||
Aggregate intrinsic value outstanding | $ 13,056 | $ 9,812 | $ 3,068 | ||
Exercisable at the end (in dollars) | 8,492 | 5,093 | |||
Unvested at the end (in dollars) | $ 4,564 | 4,719 | |||
Shares of restricted common stock issued upon the early exercise of the Executive grants | 24,300,000 | 11,000,000 | |||
Unrecognized stock-based compensation expense | $ 68,600 | $ 3,000 | |||
Unrecognized stock-based compensation expense, weighted-average period of recognition | 2 years | 2 years | |||
Aggregate intrinsic value of options exercised | $ 47,800 | $ 1,000 | $ 1,400 | $ 500 |
Stock Based Compensation - Assu
Stock Based Compensation - Assumptions estimate the fair value of stock options (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Stock Based Compensation | |||
Expected volatility, minimum | 47.17% | 47.69% | |
Expected volatility, maximum | 55.47% | 49.17% | |
Risk-free interest rate, minimum | 1.57% | 2.60% | |
Risk-free interest rate, maximum | 2.64% | 3.06% | |
Expected dividend yield | 0.00% | 0.00% | |
Weighted average estimated fair value of stock options granted during the year | $ 2.22 | $ 0.16 | $ 0.08 |
Minimum | |||
Stock Based Compensation | |||
Expected volatility, minimum | 47.24% | ||
Risk-free interest rate, minimum | 0.35% | ||
Expected term (in years) | 5 years 11 months 12 days | 5 years | 5 years 5 months 27 days |
Maximum [Member] | |||
Stock Based Compensation | |||
Expected volatility, maximum | 48.93% | ||
Risk-free interest rate, maximum | 1.44% | ||
Expected term (in years) | 6 years 3 months | 6 years 10 months 10 days | 6 years 1 month 17 days |
Stock Based Compensation - Exec
Stock Based Compensation - Executive grants (Details) $ / shares in Units, $ in Thousands | Apr. 30, 2019Option | Apr. 29, 2019Option$ / shares | Sep. 30, 2020$ / shares | Dec. 31, 2019USD ($)itemshares | Dec. 31, 2018USD ($) | Aug. 31, 2020USD ($) | May 14, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ / shares | $ 0.82 | ||||||
Compensation expense that will be recognized over the requisite service period | $ 23,500 | ||||||
Total stock-based compensation expense | $ 1,237 | $ 6,680 | |||||
Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Interest rate | 0.58% | ||||||
Executive Grants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of separate options to purchase shares of Class A common stock | Option | 2 | 2 | |||||
Executive Grants [Member] | Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding principal of promissory note | $ 3,800 | ||||||
Interest rate | 2.55% | ||||||
Maximum term of promissory note | 9 years | ||||||
Executive Grants [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ / shares | $ 0.32 | ||||||
Executive Grants [Member] | Class A common stock | Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | shares | 12,007,118 | ||||||
Scenario One [Member] | Executive Grants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense that will be recognized over the requisite service period | $ 1,700 | ||||||
Total stock-based compensation expense | $ 200 | ||||||
Scenario One [Member] | Executive Grants [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | shares | 4,002,373 | ||||||
Vesting period | P4Y | ||||||
Vesting percentage | 0.021% | ||||||
Scenario One [Member] | Executive Grants [Member] | Class A common stock | Share-based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Scenario One [Member] | Executive Grants [Member] | Class A common stock | Share-based Payment Arrangement, Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 100.00% | ||||||
Scenario Two [Member] | Executive Grants [Member] | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | $ 600,000 | ||||||
Scenario Two [Member] | Executive Grants [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | shares | 8,004,745 | ||||||
Number of market condition targets related to the valuation of the Company | item | 8 | ||||||
Compensation expense that will be recognized over the requisite service period | $ 900 | ||||||
Scenario Two [Member] | Executive Grants [Member] | Class A common stock | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | $ 2,700,000 |
Stock Based Compensation - Othe
Stock Based Compensation - Other Stock-Based Compensation (Details) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 1,237 | $ 6,680 | ||
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 2,300 | $ 500 | 945 | 6,205 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 400 | 181 | 361 | |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 700 | 111 | 114 | |
Class B common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 6,300 | |||
Class B common stock | General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 500 | 6,000 | ||
Class B common stock | Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | 200 | |||
Class B common stock | Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Compensation expense recognized | $ 100 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Effective Tax Rate To Statutory U.S. Federal Rate (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes | ||||
Statutory U.S. federal rate | 21.00% | |||
U.S. Federal provision (benefit) | ||||
At Statutory Rate | $ (5,956) | $ (5,608) | ||
Valuation Allowance | 6,320 | 5,671 | ||
Stock Based Compensation | (182) | (141) | ||
Permanent Differences | (182) | $ 78 | ||
Total | $ (100) | $ 0 | $ 0 |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities for Federal and State Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 21,309 | $ 14,956 |
Stock-based compensation | 1,646 | 1,512 |
Reserves and accruals | 513 | 228 |
Other | 2 | 15 |
Total deferred tax assets | 23,470 | 16,711 |
Less: valuation allowance | (23,455) | (16,710) |
Deferred tax assets, net of valuation allowance | 15 | 1 |
Deferred tax liabilities: | ||
Other | (15) | (1) |
Total deferred tax liabilities | (15) | $ (1) |
Net deferred tax assets | 0 | |
Change in total valuation allowance | $ 6,700 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | Dec. 31, 2019USD ($) |
Foreign Tax Authority [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 84.3 |
Net operating loss carryforwards are not subject to expiration | 48.3 |
State and Local Jurisdiction [Member] | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 41.9 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Loss Per Share of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] | ||||
Net loss | $ 78,530 | $ 14,919 | $ (23,605) | $ (27,780) |
Remeasurement of redeemable convertible preferred stock | (865,952) | (62,519) | (62,519) | (18,798) |
Net loss attributable to common stockholders - Basic and diluted | $ (945,635) | $ (77,438) | $ (86,124) | $ (46,578) |
Weighted Average Number of Shares Outstanding, Diluted [Abstract] | ||||
Weighted average common shares outstanding - Basic and diluted | 142,475,767 | 134,316,073 | 135,124,756 | 129,930,282 |
Net loss per share attributable to common stockholders - Basic and diluted | $ (6.64) | $ (0.58) | $ (0.64) | $ (0.36) |
Net Loss Per Share - Outstandin
Net Loss Per Share - Outstanding Common Stock Equivalents Considered Antidilutive Excluded From Computation of Diluted Net Loss Per Share Attributable to Common Stockholders (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 326,855,381 | 287,772,934 | 288,040,461 | 264,328,711 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 122,023,200 | 98,155,890 | 98,155,890 | 66,408,620 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 134,820,840 | 135,218,020 | 135,218,020 | 136,218,020 |
Convertible Debt Securities [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 0 | 16,194,780 | ||
Preferred Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,893,880 | 3,893,880 | 3,893,880 | 3,893,880 |
Private placement warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 971,842 | 238,510 | 971,842 | 238,510 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 65,145,619 | 50,266,634 | 49,800,829 | 41,374,901 |
Subsequent Events (Details)_2
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2020 | Apr. 30, 2020 | May 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Subsequent Events | |||||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 76,617 | $ 24,908 | $ 24,908 | $ 18,218 | |||||
Total stock-based compensation expense | 1,237 | 6,680 | |||||||
Principal amount paid | 10,000 | $ 3,500 | $ 5,000 | ||||||
Series E Preferred Stock [Member] | |||||||||
Subsequent Events | |||||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 65,000 | $ 65,000 | $ 11,700 | ||||||
Subsequent event | |||||||||
Subsequent Events | |||||||||
Shares acquired | 10 | ||||||||
Total stock-based compensation expense | $ 3,400 | ||||||||
Outstanding shares (in percent) | 100.00% | ||||||||
Subsequent event | 2019 Mezzanine Loan | |||||||||
Subsequent Events | |||||||||
Principal amount paid | $ 10,000 | ||||||||
Subsequent event | Series E Preferred Stock [Member] | |||||||||
Subsequent Events | |||||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 65,000 | ||||||||
Price per share | $ 32.208 | $ 32.208 |
BALANCE SHEETS_2
BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and Cash Equivalents, at Carrying Value | $ 56,861 | $ 25,628 |
Prepaid expenses and other current assets | 9,952 | 9,464 |
Total current assets | 66,813 | 35,092 |
Property and equipment, net | 5,569 | 3,648 |
Deferred offering costs | 13,507 | |
Other long-term assets | 992 | 116 |
Total assets | 86,881 | 38,856 |
Current liabilities: | ||
Accounts payable | 5,369 | 2,944 |
Accrued professional fees related to deferred offering costs | 12,199 | |
Other current liabilities | 23,029 | 7,537 |
Total current liabilities | 40,597 | 10,481 |
Long-term debt, non-current | 9,628 | |
Other long-term liabilities | 56 | 82 |
Total liabilities | 40,653 | 20,191 |
Redeemable convertible preferred stock: | ||
Redeemable convertible preferred stock | 1,120,724 | 156,335 |
Stockholders' deficit: | ||
Convertible preferred stock $0.0001 par value; 14 million shares authorized; Series A - 6 million shares authorized, issued and outstanding as of September 30, 2020 and December 31, 2019; Series A-1 - 2 million shares authorized, issued and outstanding as of September 30, 2020 and December 31, 2019; Series B - 6 million shares authorized, issued and outstanding as of September 30, 2020 and December 31, 2019 | 25,354 | 25,413 |
Common stock $0.0001 par value; 615 million shares authorized; Class A common stock - 110 million shares authorized; 110 million and 99 million shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively; Class B common stock - 505 million shares authorized; 61 million and 51 million shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively | 17 | 1 |
Accumulated deficit | (1,099,867) | (163,084) |
Total stockholders' deficit | (1,074,496) | (137,670) |
Total liabilities, redeemable convertible preferred stock and stockholders' deficit | $ 86,881 | $ 38,856 |
BALANCE SHEETS (Parenthetical_2
BALANCE SHEETS (Parenthetical) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Redeemable convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Redeemable convertible preferred stock, shares authorized | 21,000,000 | 21,000,000 | 21,000,000 |
Convertible preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, shares authorized | 35,305,078 | 32,155,078 | 29,155,078 |
Convertible preferred stock, shares outstanding | 25,684,404 | 23,337,391 | 20,262,664 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 615,000,000 | 615,000,000 | 615,000,000 |
Series A preferred stock | |||
Convertible preferred stock, shares authorized | 5,929,441 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares issued | 6,000,000 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares outstanding | 5,520,423 | 5,560,141 | 5,660,141 |
Series A-1 preferred stock | |||
Convertible preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares issued | 2,000,000 | 2,000,000 | 2,000,000 |
Convertible preferred stock, shares outstanding | 2,000,000 | 2,000,000 | 2,000,000 |
Series B preferred stock | |||
Convertible preferred stock, shares authorized | 6,053,784 | 6,053,784 | 6,053,784 |
Convertible preferred stock, shares issued | 6,000,000 | 6,000,000 | 6,000,000 |
Convertible preferred stock, shares outstanding | 5,974,907 | 5,974,907 | 5,974,907 |
Series C preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 11,000,000 | 11,000,000 | 11,000,000 |
Redeemable convertible preferred stock, shares issued | 4,000,000 | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 |
Convertible preferred stock, shares authorized | 10,837,944 | 10,837,944 | 10,837,944 |
Convertible preferred stock, shares outstanding | 4,404,840 | 4,404,840 | 4,404,840 |
Series D preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 4,000,000 | 4,000,000 | 4,000,000 |
Redeemable convertible preferred stock, shares issued | 3,000,000 | 3,000,000 | 2,000,000 |
Redeemable convertible preferred stock, shares outstanding | 3,000,000 | 3,000,000 | 2,000,000 |
Convertible preferred stock, shares authorized | 4,312,387 | 4,312,387 | 4,312,387 |
Convertible preferred stock, shares outstanding | 2,862,291 | 2,862,291 | 2,236,022 |
Series D-1 preferred stock | |||
Redeemable convertible preferred stock, shares authorized | 3,000,000 | 3,000,000 | |
Redeemable convertible preferred stock, shares issued | 3,000,000 | 3,000,000 | |
Redeemable convertible preferred stock, shares outstanding | 3,000,000 | 3,000,000 | |
Class A common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 |
Common stock, shares issued | 109,885,079 | 99,014,030 | 99,000,000 |
Common stock, shares outstanding | 109,885,079 | 99,014,030 | 87,669,412 |
Class B common stock | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares authorized | 505,000,000 | 505,000,000 | 505,000,000 |
Common stock, shares issued | 61,345,161 | 50,525,891 | 44,197,558 |
Common stock, shares outstanding | 61,345,161 | 50,525,891 | 44,197,558 |
Series E Preferred Stock [Member] | |||
Redeemable convertible preferred stock, shares authorized | 3,000,000 | 3,000,000 | |
Redeemable convertible preferred stock, shares issued | 2,000,000 | 2,000,000 | |
Redeemable convertible preferred stock, shares outstanding | 2,000,000 | 2,000,000 | |
Convertible preferred stock, shares authorized | 3,150,000 | ||
Convertible preferred stock, shares outstanding | 2,386,731 |
STATEMENTS OF OPERATIONS_2
STATEMENTS OF OPERATIONS $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
STATEMENTS OF OPERATIONS | |
Revenue | $ 162,392 |
Costs and expenses | |
Cost of revenue | 8,806 |
Research and development | 13,253 |
Sales and marketing | 172,381 |
General and administrative | 24,336 |
Total costs and expenses | 218,776 |
Loss from operations | (56,384) |
Interest expense, net | (1,297) |
Other income (expense), net | (20,749) |
Loss before income taxes | (78,430) |
Provision for income taxes | 100 |
Net loss | 78,530 |
Remeasurement of redeemable convertible preferred stock | (865,952) |
Deemed dividend related to repurchase of preferred stock | (1,153) |
Net loss attributable to common stockholders - Basic and diluted | $ (945,635) |
Net loss per common share | |
Net loss per share attributable to common stockholders - basic and diluted | $ / shares | $ (6.64) |
Weighted average shares outstanding | |
Weighted average common shares outstanding - basic and diluted | shares | 142,475,767 |
STATEMENTS OF REDEEMABLE CONV_2
STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' DEFICIT - USD ($) | Class B common stockClass A and Class B common stock | Class B common stockAdditional paid-in capital | Class B common stockAccumulated deficit | Class B common stock | Series A preferred stockPreferred stock | Series A preferred stockAccumulated deficit | Series A preferred stock | Series D preferred stockPreferred stock | Series D preferred stock | Series D-1 preferred stockPreferred stock | Series D-1 preferred stock | Series E Preferred Stock [Member]Preferred stock | Series E Preferred Stock [Member] | Preferred stock | Class A and Class B common stock | Additional paid-in capital | Accumulated deficit | Total |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Remeasurement of redeemable convertible preferred stock | $ 6,908,000 | $ 11,890,000 | $ 18,798,000 | |||||||||||||||
Balance at the end at Dec. 31, 2018 | $ 54,056,000 | 54,056,000 | ||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2018 | 2,000,000 | 6,640,862 | ||||||||||||||||
Balance at the beginning at Dec. 31, 2017 | $ 25,560,000 | $ 1,000 | 36,000 | (38,871,000) | (13,274,000) | |||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2017 | 13,621,802 | 126,464,480 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 192,000 | 192,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,402,490 | |||||||||||||||||
Stock-based compensation | 6,680,000 | 6,680,000 | ||||||||||||||||
Remeasurement of redeemable convertible preferred stock | (6,908,000) | (11,890,000) | (18,798,000) | |||||||||||||||
Net loss | 27,780,000 | 27,780,000 | ||||||||||||||||
Balance at the end at Dec. 31, 2018 | $ 25,560,000 | $ 1,000 | (78,541,000) | (52,980,000) | ||||||||||||||
Balance at the end (in shares) at Dec. 31, 2018 | 13,621,802 | 131,866,970 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 4,323,000 | $ 35,437,000 | ||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 626,269 | 2,548,458 | ||||||||||||||||
Remeasurement of redeemable convertible preferred stock | $ (62,519,000) | 1,251,000 | 61,268,000 | 62,519,000 | ||||||||||||||
Balance at the end at Sep. 30, 2019 | $ 156,335,000 | |||||||||||||||||
Balance at the end (in shares) at Sep. 30, 2019 | 9,815,589 | |||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 135,000 | $ 135,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,669,056 | |||||||||||||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 12,007,118 | |||||||||||||||||
Issuance of Common Stock from the conversion of preferred stock | $ (147,000) | 147,000 | ||||||||||||||||
Issuance of Common Stock from the conversion of preferred stock (in shares) | (100,000) | 1,000,000 | ||||||||||||||||
Stock-based compensation | 969,000 | 969,000 | ||||||||||||||||
Remeasurement of redeemable convertible preferred stock | $ 62,519,000 | (1,251,000) | (61,268,000) | (62,519,000) | ||||||||||||||
Net loss | (14,919,000) | (14,919,000) | ||||||||||||||||
Balance at the end at Sep. 30, 2019 | $ 25,413,000 | $ 1,000 | (156,728,000) | (129,314,000) | ||||||||||||||
Balance at the end (in shares) at Sep. 30, 2019 | 13,521,802 | 148,543,144 | ||||||||||||||||
Balance at the beginning at Dec. 31, 2018 | $ 54,056,000 | 54,056,000 | ||||||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 2,000,000 | 6,640,862 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Remeasurement of redeemable convertible preferred stock | 1,581,000 | 60,938,000 | 62,519,000 | |||||||||||||||
Balance at the end at Dec. 31, 2019 | $ 156,335,000 | 156,335,000 | ||||||||||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 3,000,000 | 3,000,000 | 2,000,000 | 9,815,589 | ||||||||||||||
Balance at the beginning at Dec. 31, 2018 | $ 25,560,000 | $ 1,000 | (78,541,000) | (52,980,000) | ||||||||||||||
Balance at the beginning (in shares) at Dec. 31, 2018 | 13,621,802 | 131,866,970 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | 197,000 | 197,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 4,665,833 | |||||||||||||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 12,007,118 | |||||||||||||||||
Issuance of Common Stock from the conversion of preferred stock | $ (147,000) | 147,000 | ||||||||||||||||
Issuance of Common Stock from the conversion of preferred stock (in shares) | (100,000) | 1,000,000 | ||||||||||||||||
Stock-based compensation | 1,237,000 | 1,237,000 | ||||||||||||||||
Remeasurement of redeemable convertible preferred stock | (1,581,000) | (60,938,000) | (62,519,000) | |||||||||||||||
Net loss | 23,605,000 | 23,605,000 | ||||||||||||||||
Balance at the end at Dec. 31, 2019 | $ 25,413,000 | $ 1,000 | (163,084,000) | (137,670,000) | ||||||||||||||
Balance at the end (in shares) at Dec. 31, 2019 | 13,521,802 | 149,539,921 | ||||||||||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 98,305,000 | $ 865,952,000 | ||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 2,382,660 | |||||||||||||||||
Remeasurement of redeemable convertible preferred stock | 10,106,000 | $ 855,846,000 | 865,952,000 | |||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | $ 1,120,724,000 | ||||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 3,000,000 | 3,000,000 | 2,000,000 | 12,202,320 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Issuance of common stock upon exercise of stock options | $ 673,000 | 673,000 | ||||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,302,977 | 16,000 | (16,000) | 22,257,454 | ||||||||||||||
Issuance of common stock upon early exercise of stock options with promissory note | $ 16,999,542 | |||||||||||||||||
Repurchase of stock | $ (1,238,000) | $ (1,238,000) | $ (59,000) | $ (1,153,000) | $ (1,212,000) | |||||||||||||
Repurchase of stock (in shares) | (612,200) | (39,718) | ||||||||||||||||
Stock-based compensation | $ 132,000 | 9,433,000 | $ 9,433,000 | |||||||||||||||
Stock-based compensation (in shares) | 4,071 | |||||||||||||||||
Remeasurement of redeemable convertible preferred stock | $ (10,106,000) | $ (855,846,000) | (865,952,000) | |||||||||||||||
Net loss | (78,530,000) | (78,530,000) | ||||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | ||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 | ||||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | 1,120,724,000 | ||||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 3,000,000 | 3,000,000 | 2,000,000 | 12,202,320 | ||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | (1,099,867,000) | (1,074,496,000) | ||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 | ||||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 1,120,724,000 | 1,120,724,000 | ||||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 3,000,000 | 3,000,000 | 2,000,000 | 12,202,320 | ||||||||||||||
Balance at the end at Sep. 30, 2020 | $ 25,354,000 | $ 17,000 | $ (1,099,867,000) | $ (1,074,496,000) | ||||||||||||||
Balance at the end (in shares) at Sep. 30, 2020 | 13,482,084 | 171,230,240 |
STATEMENTS OF CASH FLOWS_2
STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Activities | ||
Net loss | $ (78,530) | $ (14,919) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,092 | 455 |
Stock-based compensation | 9,565 | 969 |
Accretion of unamortized discount and amortization of issuance costs | 548 | 2,106 |
Fair value adjustment of financial instruments | 20,808 | (3,688) |
Impairment charges | 3,395 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (3,858) | (1,674) |
Deferred offering costs | (13,507) | |
Accounts payable | 3,078 | (349) |
Accrued professional fees related to deferred offering costs | 12,199 | |
Other liabilities | 15,466 | 5,779 |
Net cash used in operating activities | (29,744) | (11,321) |
Investing Activities | ||
Purchases of property and equipment, including internal-use software | (3,009) | (2,134) |
Net cash used in investing activities | (3,009) | (2,134) |
Financing Activities | ||
Payments for debt issuance costs | (201) | (80) |
Payments under debt agreements | (10,000) | |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 76,617 | 24,908 |
Proceeds from exercise of stock options and issuance of common stock | 673 | 135 |
Payments made to repurchase common and preferred stock | (2,450) | |
Payments made towards deferred offering costs | (653) | |
Net cash provided by financing activities | 63,986 | 24,963 |
Net change in cash, cash equivalents and restricted cash | 31,233 | 11,508 |
Cash, cash equivalents and restricted cash - beginning of year | 28,548 | 22,540 |
Cash, cash equivalents and restricted cash - end of year | 59,781 | 34,048 |
Cash paid during the period for: | ||
Interest | 800 | 196 |
Noncash investing and financing activities: | ||
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock | 14,105 | |
Remeasurement of redeemable convertible preferred stock | 865,952 | $ 62,519 |
Settlement of the Redeemable convertible Series E preferred stock forward contract liability | 21,688 | |
Deferred offering costs in accounts payable and accrued liabilities | $ 12,795 |
Description of the Business a_2
Description of the Business and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Description of the Business and Summary of Significant Accounting Policies | |
Description of the Business and Summary of Significant Accounting Policies | 1. Description of the Business and Summary of Significant Accounting Policies Business Skillz Inc. (“Skillz” or “the Company”), originally formed as Professional Gaming, LLC on March 28, 2012, changed its name to Lookout Gaming, LLC on May 18, 2012, and to Skillz LLC on January 31, 2013, before finally converting to a Delaware corporation with the name Skillz Inc. on April 29, 2013. Skillz is a mobile eSports platform, driving the future of entertainment by accelerating the convergence of sports, video games, media and network effects. The Company’s principal activities are to develop and support a proprietary online-hosted technology platform that enables independent game developers to host tournaments and provide competitive gaming activity (“Competitions”) to end-users worldwide. Unaudited Interim Financial Information These unaudited financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, the unaudited financial statements should be read in connection with the Company’s audited financial statements and related notes as of December 31, 2019 and for the two years ended December 31, 2019 and 2018. The accompanying interim financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented. The accompanying unaudited financial statements include the accounts and operations of the Company. Comprehensive Loss Comprehensive loss includes all changes in equity during a period from non-owner sources. Through September 30, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. Deferred Offering Costs The Company has capitalized qualified legal, accounting and other direct costs related to its proposed merger with Flying Eagle Acquisition Corp., a Delaware corporation (“FEAC”). Deferred offering costs are included in other assets on the balance sheets and will be deferred until the completion of the merger with FEAC, at which time they will be deducted from the combined companies’ additional paid-in capital. If the Company terminates its planned merger or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of September 30, 2020, $13.5 million of deferred offering costs were capitalized. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and the redemption value of redeemable convertible preferred stock. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. |
End-user Incentive Programs
End-user Incentive Programs | 9 Months Ended |
Sep. 30, 2020 | |
End-user Incentive Programs | |
End-user Incentive Programs | 2. End-user Incentive Programs End-user incentive program costs consisted of the following for the nine months ended September 30, 2020 and September 30, 2019: Nine Months Ended September 30, 2020 2019 Marketing promotions and discounts accounted for as a reduction of revenue $ 36,577 $ 19,316 Marketing promotions accounted for as sales and marketing expense 61,351 32,189 Total cost of end-user incentive programs $ 97,928 $ 51,505 For the nine months ended September 30, 2020, games provided by two developer partners accounted for 63% and 25% of the Company’s revenue. For the nine months ended September 30, 2019, games provided by two developer partners accounted for 83% and 7% of the Company’s revenue. The developer partner that accounted for the largest percentage of revenue for the nine months ended September 30, 2020 and 2019, was consistent for both periods, while the other two developer partners were not. |
Balance Sheet Components_2
Balance Sheet Components | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Balance Sheet Components | ||
Balance Sheet Components | 3. Balance Sheet Components Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Credit card processing reserve $ 5,007 $ 2,650 Restricted cash 2,920 2,920 Prepaid expenses 1,260 2,460 Other current assets 765 1,434 Prepaid expenses and other current assets $ 9,952 $ 9,464 Restricted cash consisted of cash pledged as collateral for a letter of credit for the Company’s new headquarters in San Francisco. The Company recorded an impairment charge of $3.4 million related to prepaid expenses and other current assets for the nine months ended September 30, 2020, in connection with a lease agreement for corporate facilities. Property and Equipment, Net Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Capitalized internal-use software $ 6,591 $ 3,554 Computer equipment and servers 539 458 Leasehold improvements 114 143 Furniture and fixtures 184 238 Construction in progress 468 519 Total property and equipment 7,896 4,912 Accumulated depreciation and amortization (2,327) (1,264) Property and equipment, net $ 5,569 $ 3,648 Depreciation and amortization expense related to property and equipment was $1.1 million and $0.5 million during the nine months ended September 30, 2020 and 2019, respectively. Other Current Liabilities Other current liabilities consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Accrued sales and marketing expenses $ 13,111 $ 1,542 Other accrued expenses 3,603 2,032 Accrued compensation 3,419 2,532 End-user liability, net 2,896 1,431 Other current liabilities $ 23,029 $ 7,537 | 3. Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Restricted Cash $ 2,920 $ — Credit card processing deposit 2,650 981 Prepaid expenses 2,460 448 Other current assets 1,434 808 Prepaid expenses and other current assets $ 9,464 $ 2,237 Restricted cash consisted of cash pledged as collateral for a letter of credit for the Company’s new headquarters in San Francisco. Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Capitalized internal-use software $ 3,554 $ 1,407 Computer equipment and servers 458 220 Leasehold improvements 143 60 Furniture and fixtures 238 40 Construction in progress 519 — Total property and equipment 4,912 1,727 Accumulated depreciation and amortization (1,264) (554) Property and equipment, net $ 3,648 $ 1,173 Depreciation and amortization expense related to property and equipment was $0.7 million and $0.4 million in 2019 and 2018, respectively. Other Current Liabilities Other current liabilities consisted of the following as of December 31, 2019 and 2018: December 31, 2019 2018 Accrued compensation $ 2,532 $ 928 End-user liability, net 1,431 633 Accrued sales and marketing expenses 1,542 — Other accrued expenses 2,032 1,129 Derivative liability (Note 4 and Note 5) — 3,649 Other current liabilities $ 7,537 $ 6,339 |
Fair Value
Fair Value | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Fair Value | ||
Fair Value | 4. Fair Value As of September 30, 2020 and December 31, 2019, the recorded values of cash and cash equivalents, restricted cash and accounts payable approximate their respective fair values due to the short-term nature of the instruments. Cash and cash equivalents held by the Company as of September 30, 2020 and December 31, 2019 were $56.9 million and $25.6 million, respectively, and were comprised of cash on hand and money market funds classified within Level 1 of the fair value hierarchy. As of September 30, 2020, the Company held a warrant to purchase preferred stock of a privately held company, which is recorded as a derivative asset within other long-term assets on the Company’s Balance Sheet. The derivative asset is subject to fair value measurement on a recurring basis. The Company measures the fair value of the warrant using a Black-Scholes option pricing model based on significant inputs not observable in the market, which causes the warrant to be classified as Level 3 within the fair value hierarchy. Changes in the fair value of the derivative asset are recognized within Other income (expense), net in the Statements of Operations. The Company determined the fair value of this warrant to be immaterial as of September 30, 2020. Forward Contract Liability The Company had no outstanding forward contract liability as it was settled during the nine months ended September 30, 2020. The Company measured the Redeemable convertible Series E preferred stock forward contract liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. Refer to Note 7 for more information about the Redeemable convertible Series E preferred stock forward contract liability. The valuation of the Redeemable convertible Series E preferred stock forward contract liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assessed these assumptions and estimates on an on-going basis during the nine months ended September 30, 2020 until settlement of the contract as additional data impacting the assumptions and estimates was obtained. Changes in the fair value of the Redeemable convertible Series E preferred stock forward contract liability related to updated assumptions and estimates are recognized within Other income (expense), net in the Statements of Operations. The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs as of September 10, 2020, the date in which the Redeemable convertible Series E preferred forward contract liability was settled: Fair Value as of September 10, Valuation Unobservable Input 2020 Technique Description Input Redeemable convertible Series E preferred stock forward contract liability $ 21,688 Discounted cash flow Fair value of redeemable convertible Series E preferred stock $ 9.17 The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2020: Series E forward contract liability Fair value as of December 31, 2019 $ — Issuance of the Redeemable convertible Series E preferred stock forward contract liability — Change in fair value 21,688 Settlement of the Redeemable convertible Series E preferred stock forward contract liability (21,688) Fair value as of September 30, 2020 $ — The fair value of the redeemable convertible Series E preferred stock forward contract liability as of the September 10, 2020 settlement date was determined by multiplying the number of additional shares issued by the Company by the difference between the issuance price in accordance with the forward contract agreement and the estimated fair value of the redeemable convertible Series E preferred stock. Redeemable Convertible Preferred Stock The Company’s recurring Level 3 fair value measurements include the redeemable convertible preferred stock. The redeemable convertible Series C, Series D, Series D‑1, and Series E preferred stock is probable of becoming redeemable in the future and is recorded at its maximum redemption amount, which is the greater of the original issue price or the then-current fair value, at each balance sheet date. The fair value of the redeemable convertible preferred stock was estimated based on the Company’s enterprise value contemplated in the business combination agreement with Flying Eagle Acquisition Corp. divided by the number of outstanding shares of the Company on a fully diluted basis. | 4. Fair Value Measurements The carrying amounts of certain financial instruments, including cash and cash equivalents, restricted cash and accounts payable approximate their respective fair values due to the short-term nature of the instruments. Cash and cash equivalents held by the Company as of December 31, 2019 and 2018 were $25.6 million and $22.5 million, respectively, and were comprised of cash on hand and money market funds classified within Level 1 of the fair value hierarchy. Derivative Liability The Company’s derivative liability subject to fair value measurements on a recurring basis and the level of inputs used for such measurements were as follows: Fair Value Measurements as of December 31, 2018 (Level 1) (Level 2) (Level 3) Total Liabilities Derivative liability $ — — 3,649 $ 3,649 The derivative liability represents embedded share-settled redemption features bifurcated from the Company’s 2018 Convertible Promissory Notes, as further discussed in Note 5. The Company had no derivative liability with significant fair value subject to fair value measurement on a recurring basis as of December 31, 2019. The Company measures the derivative liability at fair value based on significant inputs not observable in the market, which causes it to be classified as a Level 3 measurement within the fair value hierarchy. The valuation of the derivative liability uses assumptions and estimates the Company believes would be made by a market participant in making the same valuation. The Company assesses these assumptions and estimates on an on-going basis as additional data impacting the assumptions and estimates are obtained. Changes in the fair value of the derivative liability related to updated assumptions and estimates are recognized within Other income (expense), net in the Statements of Operations. The derivative liability may change significantly as additional data is obtained, impacting the Company’s assumptions regarding probabilities of outcomes used to estimate the fair value of the derivative liability. In evaluating this information, considerable judgment is required to interpret the data used to develop the assumptions and estimates. The estimates of fair value may not be indicative of the amounts that could be realized in a current market exchange. Accordingly, the use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts, and such changes could materially impact the Company’s results of operations in future periods. The fair value of the share-settled redemption derivative liability was estimated based on the present value of the redemption discount applied to the principal amount of the Convertible Promissory Notes, adjusted to reflect the weighted probability of exercise. The discount rate was based on the risk-free interest rate. The following table presents changes in Level 3 liabilities measured at fair value for the year ended December 31, 2019 and 2018. Derivative Liability Fair value as of December 31, 2017 $ — Issuance of 2018 Convertible Promissory Notes 3,604 Change in fair value 45 Fair value as of December 31, 2018 3,649 Change in fair value (3,649) Fair value as of December 31, 2019 $ — Redeemable Convertible Preferred Stock The Company’s recurring Level 3 fair value measurements include the redeemable convertible preferred stock. The redeemable convertible Series C, Series D and Series D‑1 preferred stock is probable of becoming redeemable in the future and is recorded at its maximum redemption amount, which is the greater of the original issue price or the then-current fair value, at each balance sheet date. The fair value of the redeemable convertible preferred stock as of December 31, 2019 and 2018 was estimated primarily based on valuation methodologies which utilize certain assumptions, including probability weighting of events, recent sales of stock to external investors, volatility, time to liquidity, a risk-free interest rate, and an assumption for a discount for lack of marketability, where applicable. |
Long-Term Debt_2
Long-Term Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-Term Debt | ||
Long-Term Debt | 5. Long-Term Debt Components of long-term debt were as follows: September 30, December 31, 2020 2019 2019 Mezzanine Term Loan $ — $ 10,000 Unamortized debt discount — (372) Net carrying amount $ — $ 9,628 2019 Mezzanine Term Loan In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. The Company recognized a loss on extinguishment of $0.4 million related to unamortized issuance costs within Interest expense in the Statements of Operations. | 5. Long-Term Debt Components of long-term debt were as follows as of December 31, 2019 and 2018: 2019 2018 2018 Secured Term Loan – principal $ — $ 3,500 Unamortized debt discount — (55) 2018 Secured Term Loan, net — 3,445 2019 Mezzanine Term Loan – principal 10,000 — Unamortized debt discount (372) — 2019 Mezzanine Term Loan, net 9,628 — Convertible Promissory Notes – principal — 14,750 Unamortized debt discount — (2,579) Convertible Promissory Notes, net — 12,171 Net carrying amount $ 9,628 $ 15,616 The aggregate principal amount of these loans is recorded in long-term debt on the Balance Sheets, net of the unamortized discount and issuance costs. 2018 Secured Term Loan In May 2018, the Company entered into a dual facility loan agreement (2018 Secured Term Loan). The first facility provides up to an $8.0 million growth capital term loan. Principal payments on the growth capital term loan facility shall be payable in twenty-four equal monthly installments, plus accrued interest beginning on June 30, 2019, through maturity in June 2021. The second facility provides up to a $10.0 million user acquisition term loan. Principal payments on the user acquisition term loan shall be payable in eighteen equal installments of principal and interest following each advance. Both facilities bear interest on the outstanding daily balance at a rate equal to the greater of one half of one percentage point (0.50%) above the prime rate or 5.25%. The Company used the proceeds from the 2018 Secured Term Loan to pay off a prior loan with the same financial institution. The 2018 Secured Term Loan agreement contains customary covenants restricting the Company to incur debt, liens and undergo certain fundamental changes, as well as certain financial covenants specified in the contractual agreement. The credit agreement also contains customary events of default. The 2018 Secured Term Loan also contains restrictions on the payment of dividends. In February 2019, the Company entered into the first amendment of the 2018 Secured Term Loan to decrease the growth capital term loan capacity to $6.0 million and replace its user acquisition term loan with a revolving credit facility of $25.0 million. Principal payments on the growth capital term loan facility shall be payable in twenty-four equal monthly installments, plus accrued interest, beginning on March 1, 2019, through maturity in February 2021. Principal payments plus accrued interest on advances made from the revolving credit facility shall be payable upon maturity in February 2021. In December 2019, the Company entered into the second amendment of its 2018 Secured Term Loan agreement to increase the revolving credit facility from $25.0 million to $30.0 million upon the achievement of certain performance milestones. These amendments were accounted for as debt modifications in accordance with ASC 470‑50, Debt — Modifications and Extinguishments, resulting in the amortization of both the previously deferred and incremental issuance costs as an adjustment to interest expense over the remaining term. 2019 Mezzanine Term Loan In December 2019, the Company entered into a mezzanine term loan for up to $40.0 million; $30.0 million of which is immediately available and an additional $10.0 million available upon the achievement of certain performance milestones (“2019 Mezzanine Term Loan”). No payments are due until the loan maturity date of December 2023. The facility shall bear interest on the outstanding daily balance for each 2019 Mezzanine Term Loan advance at a floating per annum rate equal to the greater of five percentage points (5.0%) above the prime rate or 9.75%. The Company drew $10.0 million of the $30 million immediately available from the 2019 Mezzanine Term Loan and used the proceeds to pay off the outstanding balance and interest of the 2018 Secured Term Loan. There are no financial covenants associated with the 2019 Mezzanine Term Loan. 2018 Convertible Promissory Notes In May and June 2018, the Company entered into subordinated note purchase agreements with two investors (the “2018 Convertible Promissory Notes”), whereby the Company received proceeds of $14.8 million, offset by $0.3 million of issuance costs. The maturity date of the principal and interest was November 2019 and interest accrues at a rate of 8% per annum, increasing by 2% at the three-month anniversary of closing, and increasing by another 2% at the one year anniversary of closing. Upon issuance of the Convertible Promissory Notes, the Company bifurcated and valued embedded share-settled redemption features from the host debt instrument. The fair value of the bifurcated derivatives was $3.6 million as of December 31, 2018 and was recorded within Other current liabilities. The resulting unamortized debt discount on the Convertible Promissory Notes was recognized to interest expense based on the effective interest rate method over the contractual terms of the Convertible Promissory Notes. In March 2019, $5.0 million of the 2018 Convertible Promissory Notes plus accrued interest were converted into 626,269 shares of redeemable convertible Series D preferred stock at the election of the holder based on the following provision: Conversion at a Non-Qualified Financing — If the Notes have not been previously paid in full or converted prior to a financing that does not constitute a Qualified Equity Financing (Non-Qualified Equity Financing), then upon the written election of holder of the Notes, the outstanding principal amount of this Note, plus all accrued and unpaid interest, shall be converted into such number of fully paid and nonassessable shares of the same class and series issued in such Non-Qualified Equity Financing, as shall be equal to the number obtained by dividing (i) the outstanding principal amount of this Note, plus all accrued and unpaid interest by (ii) the Conversion Price. In September 2019, the remaining $9.8 million of the 2018 Convertible Promissory Notes plus accrued interest were converted into 993,209 shares of redeemable convertible Series D‑1 preferred stock as a result of a qualified financing event, based on the following provision: Conversion Upon a Qualified Financing — In the event of a qualified equity financing after March 31, 2019, and prior to the maturity date or a change of control, then the outstanding principal amount of and all accrued and unpaid interest on the 2018 Notes shall automatically convert into such number of fully paid and nonassessable shares of the Company’s capital stock, consisting of the Preferred Stock of the same series issued in such qualified equity financing, as shall be equal to the number obtained by dividing (i) the outstanding principal amount of the 2018 Notes plus all accrued and unpaid interest and (ii) the Conversion Price. In connection with the conversions of the 2018 Convertible Promissory Notes, the carrying amount of principal and accrued and unpaid interest was derecognized from Long-term debt and recorded to Redeemable convertible preferred stock. The bifurcated derivatives recognized upon issuance were remeasured to fair value as of the respective dates of conversion, resulting in gain of $3.7 million recorded within Other income (expense), net. |
Commitments and Contingencies_5
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies | ||
Commitments and Contingencies | 6. Commitments and Contingencies Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of September 30, 2020. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. | 6. Commitments and Contingencies Operating Leases The Company’s primary operating lease commitment relates to its headquarters in San Francisco, California, which requires monthly lease payments through March 31, 2020. In November 2018, the Company entered into an operating lease agreement related to its office in Portland, Oregon, which requires monthly lease payments through May 2022. In March 2019, the Company entered into a lease agreement for additional office space in its current San Francisco headquarters. The amended lease is through March 31, 2020 and will result in a total amount of $1.5 million in future minimum lease payments. In May 2019, the Company entered into an operating lease related to its new headquarters in San Francisco. The lease is through July 2029 and will result in a total of $25.6 million in future minimum lease payments, which exclude a tenant improvement allowance from the landlord of up to $2.5 million. In December 2019, the Company entered into an operating lease related to additional office space in San Francisco. The lease is through March 31, 2021 and will result in a total of $8.8 million in future minimum lease payments. The Company recognizes rent expense on a straight-line basis over the lease period and accounts for the difference between straight-line rent and actual lease payments as deferred rent. Rent expense for all facility leases was $1.9 million and $1.2 million for the years ended December 31, 2019 and 2018, respectively. Future minimum payments under the Company’s non-cancelable leases as of December 31, 2019, are as follows: Operating Lease Commitments Year ended December 31, 2020 $ 5,634 2021 7,924 2022 2,487 2023 2,368 2024 2,439 Thereafter 16,498 Future minimum lease payments $ 37,350 Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of December 31, 2019. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. |
Preferred Stock_2
Preferred Stock | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock | ||
Preferred Stock | 7. Preferred Stock The authorized, issued and outstanding shares, issue price, conversion price, and liquidation preference of the Company’s preferred stock, including convertible preferred stock (Series A, Series A‑1 and Series B) and redeemable convertible preferred stock (Series C, Series D, Series D‑1, and Series E), as of the dates indicated were as follows (in thousands, except for share and per share data): September 30, 2020 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,520,423 $ 1.4700 $ 1.4700 $ 8,115 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 Series E 3,150,000 2,386,731 32.2080 32.2080 76,872 35,305,078 25,684,404 $ 184,512 December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 Issuance costs related to the convertible preferred stock are presented net against the proceeds within equity. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. Terms of the redeemable convertible Series E preferred stock are consistent with those of the redeemable convertible Series D‑1 preferred stock, except that the redeemable convertible Series E preferred stock includes multiple issuances. The Series E Stock Purchase Agreement required the Company to issue and sell, and the Series E investors to purchase, additional shares of redeemable convertible Series E preferred stock subsequent to the initial closing (the “redeemable convertible Series E preferred stock forward contract liability”). The Company concluded that the redeemable convertible Series E preferred stock forward contract liability met the definition of a freestanding financial instrument, as it was legally detachable and separately exercisable from the initial closing of the redeemable convertible Series E preferred stock. The forward contract liability had an immaterial value at the issue date. In September 2020, the Company received $11.7 million in cash proceeds as settlement for the outstanding redeemable convertible Series E preferred stock forward contract liability and issuance of the underlying redeemable convertible Series E preferred stock to a private investor at a price per share of $32.208. Upon settlement and issuance, the cash proceeds of $11.7 million and the fair value of the redeemable convertible Series E preferred stock forward contract liability of $21.7 million was recorded as Redeemable convertible preferred stock on the Company’s Balance Sheet. During the nine-months ended September 30, 2020, the Company recognized a non-cash charge of $21.7 million related to changes in the fair value of the redeemable convertible Series E preferred stock forward contract liability, which was included in Other income (expense), net in the Statement of Operations. In September 2020, the Company repurchased 39,718 convertible Series A preferred shares from an external investor for $30.50 per share. The difference between the repurchase price and the original issuance price of the shares was recorded as an increase to accumulated deficit and to the net loss attributable to common stockholders. Significant terms of the convertible Series A, Series A‑1, and Series B, and redeemable convertible Series C, Series D, Series D‑1, and Series E preferred stock (collectively, the “Preferred Stock”) are as follows: Liquidation Preference In the event of a liquidation event, such as a merger or consolidation, or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets, either voluntary or involuntary, the holders of preferred stock are entitled to receive out of the available assets of the Company, prior and in preference to any distribution to the holders of common stock, an amount per share equal to the greater of (i) one (1) time the original issue price of the Preferred Stock plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of such preferred stock been converted into Class B common stock immediately prior to such liquidation, dissolution, winding up or Liquidation Event. Payment out of available assets will first be distributed to holders of the Series E preferred, Series D‑1 preferred, and Series D preferred as a group, then Series C, B, and A‑1 preferred as group, and last Series A preferred. Dividends The holders of shares of the preferred stock shall be entitled to receive dividends when and if declared by the board of directors, in preference of any dividend on the Company’s common stock. Such dividends shall not be cumulative or mandatory. No dividends have been declared in any period presented. Voting The holder of each share of the preferred stock shall be entitled to the number of votes equal to the number of Class B common stock into which such the preferred stock held by such holder are convertible. Conversion Each share of preferred stock shall be convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into a number of fully paid and nonassessable shares of Class B common stock that results from dividing the applicable original issue price for such series by the applicable conversion price in effect on the date of conversion (the “Conversion Rate”). Each share of the preferred shares shall automatically be converted into fully paid and nonassessable shares of Class B common stock at the Conversion Rate immediately upon the closing of an Initial Public Offering. Based on the conversion price set forth in the Company’s certificate of incorporation, amended in June 2018 to effect for a 10‑for‑1 stock split of its common stock, the Conversion Rate in effect as of and for the periods presented was ten shares of Class B common stock for each share of preferred stock. Redemption There are no redemption rights for the Series A, A‑1, or B convertible preferred stock and the holders of these preferred shares cannot unilaterally force a liquidation of the Company. The Series C and D redeemable convertible preferred stock are redeemable at the holder’s option at any time after September 25, 2025, in three annual installments at the greater of the original issue price or then-current fair value. The Series D‑1 redeemable convertible preferred stock are redeemable at the holder’s option at any time after August 29, 2026, in three annual installments at the greater of the original issue price or then-current fair value. The Series E redeemable convertible preferred stock are redeemable at the holder’s option at any time after April 15, 2027, in three annual installments at the greater of the original issue price or then-current fair value. As a result, the Series C, Series D, Series D‑1, and Series E redeemable convertible preferred stock are redeemable and classified outside of permanent equity. The Company recorded adjustments of $866.0 million for the nine-month period ending September 30, 2020 to remeasure its redeemable convertible preferred stock to its fair value of $1.1 billion as of September 30, 2020. The Company recorded adjustments of $62.5 million for the nine-month period ending September 30, 2019 to remeasure its redeemable convertible preferred stock to its fair value of $156.3 million as of September 30, 2019. | 7. Preferred Stock The authorized, issued and outstanding shares, issue price, conversion price, and liquidation preference of the Company’s preferred stock, including convertible preferred stock (Series A, Series A‑1 and Series B) and redeemable convertible preferred stock (Series C, Series D, Series D‑1), as of the dates indicated were as follows (in thousands, except for share and per share data): December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 December 31, 2018 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,660,141 $ 1.4700 $ 1.4700 $ 8,320 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,236,022 8.1474 8.1474 18,218 29,155,078 20,262,664 $ 61,778 Issuance costs related to the convertible preferred stock are presented net against the proceeds. In September 2019, the Company received $25.0 million in cash proceeds from the issuance of redeemable convertible Series D‑1 preferred stock to a private investor at a price per share of $16.0746. In conjunction with the issuance of the redeemable convertible Series D‑1 preferred stock, $9.8 million of the 2018 Convertible Promissory Notes, plus accrued interest, were converted into shares of redeemable convertible Series D‑1 preferred stock. Significant terms of the convertible Series A, Series A‑1, Series B, and redeemable convertible Series C, Series D and Series D‑1 preferred stock (collectively, the “Preferred Stock”) are as follows: Liquidation Preference In the event of a liquidation event, such as a merger or consolidation, or sale, lease, transfer, exclusive license or other disposition of all or substantially all of the Company’s assets, either voluntary or involuntary, the holders of preferred stock are entitled to receive out of the available assets of the Company, prior and in preference to any distribution to the holders of common stock, an amount per share equal to the greater of (i) one (1) time the original issue price of the Preferred Stock plus any dividends declared but unpaid, or (ii) such amount per share as would have been payable had all shares of such preferred stock been converted into Class B common stock immediately prior to such liquidation, dissolution, winding up or Liquidation Event. Payment out of available assets will first be distributed to holders of the Series D‑1 preferred, then Series D, C, B, and A‑1 preferred as group, and last Series A preferred. Dividends The holders of shares of the preferred stock shall be entitled to receive dividends when and if declared by the Board of Directors, in preference of any dividend on the Company’s common stock. Such dividends shall not be cumulative or mandatory. No dividends have been declared in any period presented. Voting The holder of each share of the preferred stock shall be entitled to the number of votes equal to the number of Class B common stock into which such the preferred stock held by such holder are convertible. Conversion Each share of preferred stock shall be convertible, at the option of the holder, at any time, and without the payment of additional consideration by the holder, into a number of fully paid and nonassessable shares of Class B common stock that results from dividing the applicable original issue price for such series by the applicable conversion price in effect on the date of conversion (the “Conversion Rate”). Each share of the preferred shares shall automatically be converted into fully paid and nonassessable shares of Class B common stock at the Conversion Rate immediately upon the closing of an Initial Public Offering. Based on the conversion price set forth in the Company’s certificate of incorporation, amended in June 2018 to effect for a 10‑for‑1 stock split of its common stock, the Conversion Rate in effect as of and for the periods presented was ten shares of Class B common stock for each of share of preferred stock. Redemption There are no redemption rights for the convertible Series A, A‑1, or B preferred stock and the holders of these convertible preferred shares cannot unilaterally force a liquidation of the Company. The convertible Series C and D preferred stock are redeemable at the holder’s option at any time after September 25, 2025, in three annual installments at the greater of the original issue price or then-current fair value. The convertible Series D‑1 preferred stock are redeemable at the holder’s option at any time after August 29, 2026, in three annual installments at the greater of the original issue price or then-current fair value. As a result, the convertible Series C, Series D, and Series D‑1 preferred stock are deemed redeemable and classified outside of permanent equity. The Company recorded adjustments of $62.5 million and $18.8 million to remeasure its redeemable convertible preferred stock to its fair value of $156.3 million and $54.1 million as of December 31, 2019 and 2018, respectively. |
Stockholders' Deficit_2
Stockholders' Deficit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stockholders' Deficit | ||
Stockholders' Deficit | 8. Stockholders’ Deficit Common Stock As of September 30, 2020, the Board of Directors has authorized the Company to issue 110 million shares of Class A common stock and 505 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of September 30, 2020, no dividends have been declared. Class A Common Stock As of September 30, 2020, there were 109,885,079 shares of Class A common stock issued and outstanding. As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of September 30, 2020, there were 61,345,161 shares of Class B common stock issued and outstanding. As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. | 9. Stockholders’ Deficit Common Stock As of December 31, 2019, the Board of Directors has authorized the Company to issue 105 million shares of Class A common stock and 500 million shares of Class B common stock, each with a par value of $0.0001 per share. Holders of common stock are entitled to dividends when and if declared by the Board of Directors, subject to the rights of the holders of all classes of stock outstanding having priority rights to dividends. As of December 31, 2019, no dividends have been declared. Class A Common Stock As of December 31, 2019, there were 99,014,030 shares of Class A common stock issued and outstanding. As of December 31, 2018, there were 87,669,412 shares of Class A common stock issued and outstanding. Each holder of Class A common stock shall have ten votes per share of Class A common stock. Class A common stock converts to Class B common stock upon transfer or election of the stockholder. Class B Common Stock As of December 31, 2019, there were 50,525,891 shares of Class B common stock issued and outstanding. As of December 31, 2018, there were 44,197,558 shares of Class B common stock issued and outstanding. Each holder of Class B common stock shall have the right to one vote per share of Class B common stock. Convertible Preferred Stock The Company’s Series A, Series A‑1, and Series B convertible preferred stock are classified within Stockholders’ deficit. Refer to Note 7 for further description of the Company’s preferred stock issuances. |
Stock Based Compensation_2
Stock Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | ||
Stock Based Compensation | 9. Stock Based Compensation The following table summarizes stock-based compensation expense recognized for the nine months ended September 30, 2020 and 2019, as follows: Nine Months Ended September 30, 2020 2019 Research and development $ 1,544 $ 124 Sales and marketing 1,542 95 General and administrative 6,479 750 Total stock-based compensation expense $ 9,565 $ 969 Equity Incentive Plans 2017 Equity Incentive Plan During the nine months ended September 30, 2020, the Board of Directors reserved an additional 42,303,790 shares of the Company’s common stock for issuance under the 2017 Plan. Under the 2017 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period. Stock Options Stock option activity for the Plans in the nine months ended September 30, 2020 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2019 3,855,385 38,794,307 $ 0.14 7.67 $ 13,056 Additional shares authorized 42,303,790 — — Options granted (31,629,055) 31,629,055 0.82 Options exercised(1) — (22,257,454) 0.68 Options canceled 7,053,029 (7,357,510) 0.39 Balance at September 30, 2020 21,583,149 40,808,398 0.33 7.61 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Exercisable at September 30, 2020 20,890,313 0.08 6.39 186,721 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 Unvested at September 30, 2020 19,918,085 0.59 8.89 167,768 (1) The number of options exercised includes early exercises related to the Executive grants noted below. The number of unvested stock options as of September 30, 2020 and December 31, 2019 does not include 24.3 million and 11.0 million shares of restricted common stock issued upon the early exercise of certain Executive grants described below. As of September 30, 2020, unrecognized stock-based compensation expense related to unvested stock options and restricted common stock was approximately $68.6 million. The weighted-average period over which such compensation expense will be recognized is approximately 2 years. The aggregate intrinsic value of options exercised was $47.8 million and $1.0 million during the nine months ended September 30, 2020 and 2019, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the nine months ended September 30, 2020 were as follows: September 30, 2020 Expected volatility 47.24% – 48.93 % Risk-free interest rate 0.35% – 1.44 % Expected term (in years) 5.95 – 6.25 Expected dividend yield — Weighted average estimated fair value of stock options granted during the period $ 2.22 Executive grants 2020 CEO Executive Grant On April 15, 2020, the Board of Directors approved a grant to the Company’s co-founder and Chief Executive Officer of options to purchase shares of Class A common stock at an exercise price of $0.86 per share. The option was to purchase 13,279,768 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the Black-Scholes Model (“BSM”) pricing model, and the total compensation expense that will be recognized over the requisite service period is $21.5 million. As of September 30, 2020, the Company recognized $2.5 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CEO elected to waive the right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. On May 14, 2020, the option to purchase shares of Class A common stock was early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $11.4 million and bears interest at a rate of 0.58%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantee’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse. Accordingly, the promissory note was recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The 13,279,768 shares issued related to the 2020 CEO Executive grants are included in Class A common stock issued and outstanding within these financial statements as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class A common stock and a right to cumulative declared dividends. 2020 CRO Executive Grant On April 15, 2020, the Board of Directors approved a grant to the Company’s co-founder and Chief Revenue Officer of two separate options to purchase shares of Class B common stock at an exercise price of $0.86 per share. The first option was to purchase 2,479,849 shares of Class B common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $3.5 million. As of September 30, 2020, the Company recognized $0.4 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CRO elected to waive his right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. The second option was to purchase 1,239,925 shares of Class B common stock, which vest subject to continuous service and the achievement of five market condition targets related to the valuation of the Company, ranging from $1.5 billion to $2.7 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before April 15, 2024 (“CRO Market Condition Grant”). The CRO Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of September 30, 2020, all compensation expense related to the Market Condition Grant remained unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $2.0 million grant date fair value of the CRO Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. On May 14, 2020, the two separate options to purchase shares of Class B common stock were early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $3.2 million and bears interest at a rate of 0.58%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantee’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse and recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The total 3,719,774 shares issued related to the co-founder grants are included in Class B common stock issued and outstanding within these financial statements as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class B common stock and a right to cumulative declared dividends. 2020 CTO Executive Grant On June 8, 2020, the Board of Directors approved a grant to the Company’s Chief Technology Officer of two separate options to purchase shares of Class A common stock at an exercise price of $0.99 per share. The first option was to purchase 2,035,520 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 25% of the shares shall vest on the one year anniversary of the grant date and 6.25% of the shares vest quarterly thereafter. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company for cause (as defined by the plan), subject to continuous services through the consummation of such event. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $9.0 million. As of September 30, 2020, the Company recognized $0.4 million in compensation expense related to this grant. In connection with the merger agreement with Flying Eagle Acquisition Corp., the CTO elected to waive the right to vest as to 100% of the then-outstanding shares upon the consummation of an Exit Transaction. The second option was to purchase 1,231,244 shares of Class A common stock, which vest subject to continuous service and the achievement of five market condition targets related to the valuation of the Company, ranging from $1.8 billion to $3.0 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before June 8, 2024 (“CTO Market Condition Grant”). The CTO Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of September 30, 2020, all compensation expense related to the CTO Market Condition Grant remained unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $3.7 million grant date fair value of the CTO Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. Other Stock-Based Compensation During the nine months ended September 30, 2019, certain existing and new investors acquired $0.7 million of outstanding Class B common stock from a current employee at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $0.5 million in general and administrative expense. In April and May 2020, certain existing and new investors acquired $11.0 million of outstanding Class B common stock from employees. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transaction of $2.3 million in general and administrative, $0.7 million in sales and marketing, and $0.4 million in research and development. In August 2020, the Company’s board of directors granted an executive officer 3,691,455 non-qualified stock options, which vest 25% on the one year anniversary of the start of the vesting period, and 6.25% after each three months of continuous service subsequent to the first year. The grant date fair value of this option was estimated based on the BSM pricing model, and the total compensation expense that will be recognized over the requisite service period is $23.5 million. As of September 30, 2020, the Company recognized $0.9 million in compensation expense related to this grant. | 10. Stock Based Compensation The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2019 and 2018, as follows: 2019 2018 Research and development $ 181 $ 361 Sales and marketing 111 114 General and administrative 945 6,205 Total stock-based compensation expense $ 1,237 $ 6,680 Equity Incentive Plans 2012 Equity Incentive Plan In May 2012, the Board of Directors of the Company adopted the 2012 Equity Incentive Plan (the “2012 Plan”). Under the 2012 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Options are granted at a price per share equal to the fair market value common stock at the date of grant. The Board of Directors approved the reserve of 41,442,480 shares of the Company’s Class B common stock for issuance under the 2012 Plan. In November 2015, this plan was superseded by the 2015 Equity Incentive Plan (the “2015 Plan”) and all reserved shares under the 2012 Plan were transferred to the 2015 Plan. Under the 2012 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36 month period. The maximum term for stock options granted under the 2012 Plan may not exceed ten years from date of grant. 2015 Equity Incentive Plan In November 2015, the Board of Directors of the Company adopted the 2015 Plan, which serves as a successor to the 2012 Plan and provides for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. A total of 41,442,480 shares of the Company’s common stock was reserved for issuance under the 2012 Plan, which also includes any shares subject to stock options granted under its 2012 Plan that, after the date the Company’s Board of Directors initially approved its 2015 plan, expire or otherwise terminate without having been exercised in full, are tendered to or withheld by the Company for payment of an exercise price or for satisfying tax withholding obligations or are forfeited to or repurchased by the Company due to failure to vest. Under the 2015 Plan, options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period for the purposes of the service condition. 2017 Equity Incentive Plan In May 2017, the Board of Directors of the Company adopted the 2017 Equity Incentive Plan (the “2017 Plan”). The Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Upon approval, the Board of Directors reserved 26,572,800 shares of the Company’s common stock for issuance under the 2017 Plan. Under the 2017 Plan, stock options are to be granted at a price that is not less than 100% of the fair market value of the underlying common stock at the time of grant. Options granted to newly hired employees typically vest 25% on the first anniversary date of hire and ratably each quarter over the ensuing 36‑month period. Stock Options Stock option activity for the Plans in the years ended December 31, 2019 and 2018 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2017 32,119,990 39,849,830 $ 0.03 8.27 $ 3,068 Shares canceled due to plan termination (27,584,900) — — Additional shares authorized 16,371,625 — — Options granted (13,265,217) 13,265,217 0.17 Options exercised — (5,402,490) 0.03 Options canceled 3,731,288 (6,337,656) 0.07 Balance at December 31, 2018 11,372,786 41,374,901 0.07 8.14 9,812 Additional shares authorized 8,000,000 — — Options granted (22,851,434) 22,851,434 0.33 Options exercised(1) — (16,772,359) 0.25 Options canceled 7,334,033 (8,659,669) 0.12 Balance at December 31, 2019 3,855,385 38,794,307 0.14 7.67 13,056 Exercisable at December 31, 2018 18,177,953 0.04 7.21 5,093 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Unvested at December 31, 2018 23,196,948 0.12 8.86 4,719 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 (1) The number of options exercised includes early exercises related to the Executive grants noted below. The number of unvested stock options as of December 31, 2019 does not include 11.0 million shares of restricted common stock issued upon the early exercise of the Executive grants described below. As of December 31, 2019, unrecognized stock-based compensation expense related to unvested stock options and restricted common stock was approximately $3.0 million. The weighted-average period over which such compensation expense will be recognized is approximately 2 years. The aggregate intrinsic value of options exercised was $1.4 million and $0.5 million during the years ended December 31, 2019 and 2018, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected volatility 47.17% – 55.47 % 47.69% – 49.17 % Risk-free interest rate 1.57% – 2.64 % 2.60% – 3.06 % Expected term (in years) 5.00 – 6.86 5.49 – 6.13 Expected dividend yield — — Weighted average estimated fair value of stock options granted during the year $ 0.16 $ 0.08 Executive grants On April 29, 2019, the Board of Directors approved a grant to the Company’s co-founder and Chief Executive Officer of two separate options to purchase shares of Class A common stock at an exercise price of $0.32 per share. The first option was to purchase 4,002,373 shares of Class A common stock, which vest subject to continuous service over a four-year period, whereby 1/48th of the shares vest each month. Vesting will accelerate and (i) vest as to 50% of the then-outstanding shares upon the consummation of an IPO; and (ii) vest as to 100% of the then-outstanding shares upon the earlier of (A) the consummation of an Exit Transaction and (B) termination of service by the Company other than for cause (as defined by the plan), subject to continuous services through the consummation of such event. The $1.7 million grant date fair value of this option, estimated based on the BSM pricing model, will be recognized as compensation expense over the requisite service period. As of December 31, 2019, the Company recognized $0.2 million in compensation expense related to this grant. The second option was to purchase 8,004,745 shares of Class A common stock, which vest subject to continuous service and the achievement of eight market condition targets related to the valuation of the Company, ranging from $600 million to $2.7 billion, upon closing of either an Exit Transaction, Financing Event, or Initial Public Offering, on or before April 29, 2023 (“Market Condition Grant”). The Market Condition Grant has implied performance-based vesting conditions because no shares will vest unless the Exit Transaction, Financing Event, or Initial Public Offering occur. Accordingly, as of December 31, 2019, all compensation expense related to the Market Condition Grant remains unrecognized because the performance-based vesting condition was not deemed probable of being achieved. The $0.9 million grant date fair value of the Market Condition Grant, estimated using a model based on multiple stock price paths developed through the use of a Monte Carlo simulation that incorporates into the valuation the possibility that the market condition targets may not be satisfied, will be recognized as compensation expense when the performance conditions are met. On April 30, 2019, the two separate options to purchase shares of Class A common stock were early exercised by entering into a promissory note and security agreement with the Company. The promissory note includes outstanding principal of $3.8 million and bears interest at a rate of 2.55%, compounded annually. The principal amount of the promissory note, together with all accrued but unpaid interest, shall become due upon the first to occur of (i) immediately prior to the closing of a deemed liquidation event or Exit Transaction, (ii) termination of the grantees’s employment, (iii) immediately prior to the filing of a registration statement under the Securities Act of 1933, (iv) immediately prior to this note becoming prohibited under Section 13(k) of the Securities Exchange Act of 1934, and (v) nine years. The promissory note is deemed to be non-recourse. Accordingly, the promissory note was recorded as a reduction to Additional paid-in capital, offsetting the proceeds from the early exercise, rather than as a note receivable on the Company’s Balance Sheet. The total 12,007,118 shares issued related to the executive grants are included in Class A common stock issued and outstanding within these financial statements, as they provide the holder with stockholder rights, such as the right to vote the shares with the other holders of Class A common stock and a right to cumulative declared dividends. Other Stock-Based Compensation During the year ended December 31, 2018, certain external investors acquired outstanding Class B common stock from current employees at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $6.3 million. The Company recorded $6.0 million of this expense in general and administrative expense, $0.2 million in research and development expense, and $0.1 million in sales and marketing expense. During the year ended December 31, 2019, certain external investors acquired outstanding Class B common stock from a current employee at a purchase price greater than the estimated fair value at the time of the transactions. The Company recorded stock-based compensation expense for the difference between the price paid and the estimated fair value on the date of the transactions of $0.5 million in general and administrative expense. |
Income Taxes_2
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Income Taxes | ||
Income Taxes | 10. Income Taxes The Company’s income tax provision was $0.1 million and $0 for the nine months ended September 30, 2020 and 2019, respectively. The income tax expense for the nine months ended September 30, 2020 was attributable to state income taxes. For the periods presented, the difference between the U.S. statutory rate and the Company’s effective tax rate is primarily due to the full valuation allowance on its deferred tax assets. The Company periodically evaluates the realizability of its net deferred tax assets based on all available evidence, both positive and negative. The realization of net deferred tax assets is dependent on the Company’s ability to generate sufficient future taxable income during periods prior to the expiration of tax attributes to fully utilize these assets. As of September 30, 2020, the Company continues to maintain a full valuation allowance on its deferred tax assets. | 11. Income Taxes The Company has historically generated net operating losses in each of the tax jurisdictions in which it operates and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. As a result, the Company has not recorded an income tax provision. A reconciliation of the Company’s effective tax rate to the statutory U.S. federal rate of 21% is as follows: Year Ended December 31, 2019 2018 U.S. Federal provision (benefit) At Statutory Rate $ (5,956) $ Valuation Allowance 6,320 5,671 Stock Based Compensation (182) Permanent Differences (182) 78 Total $ — $ — Deferred Tax Assets and Liabilities Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities for federal and state income taxes are as follows: As of December 31, 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 21,309 $ 14,956 Stock-based compensation 1,646 1,512 Reserves and accruals 513 228 Other 2 15 Total deferred tax assets 23,470 16,711 Less: valuation allowance (23,455) (16,710) Deferred tax assets, net of valuation allowance $ 15 $ 1 Deferred tax liabilities: Other (15) (1) Total deferred tax liabilities (15) (1) Net deferred tax assets $ — $ — A valuation allowance is required to be established when it is more likely than not that all or a portion of a deferred tax asset will not be realized. Realization of deferred tax assets is dependent upon future earnings, the timing and amount of which are uncertain. A full review of all positive and negative evidence needs to be considered. As of December 31, 2019 and 2018, the Company has provided a full valuation allowance against all its deferred tax assets. The change in total valuation allowance from 2018 to 2019 was an increase of $6.7 million. The Company has net operating loss carryforwards for federal and state income tax purposes of approximately $84.3 million and $41.9 million, respectively, as of December 31, 2019. The federal and state net operating loss carryforwards, if not utilized, will expire beginning in 2033. $48.3 million of the federal net operating loss carryforwards are not subject to expiration as a result of the Tax Cuts and Jobs Act (TCJA) which was enacted in December 2017. Utilization of some of the federal and state net operating loss and credit carryforwards may be subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. The Company has not performed a Section 382 study as of December 31, 2019. The Company files tax returns in the U.S., California, Massachusetts, and Oregon. The Company is not currently under examination in any of these jurisdictions and all its tax years remain open to examination due to net operating loss carryforwards. The Company does not have any reserves for uncertain tax positions. |
Related-Party Transactions_2
Related-Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related-Party Transactions | ||
Related-Party Transactions | 11. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 9, the Company did not have any other significant related party transactions for the nine months ended September 30, 2020 and 2019. | 12. Related-Party Transactions Aside from preferred financing equity transactions discussed in Note 7 and Executive grants discussed in Note 10, the Company did not have any other significant related party transactions in the years ended December 31, 2019 and 2018. |
Net Loss Per Share_2
Net Loss Per Share | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Net Loss Per Share | 12. Net Loss Per Share The Company computes net loss per share of the Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been antidilutive. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (in thousands, except for share and per share data): Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (78,530) $ (14,919) Remeasurement of redeemable convertible preferred stock (865,952) (62,519) Deemed dividend related to repurchase of preferred stock dividends (1,153) — Net loss attributable to common stockholders – Basic and diluted (945,635) (77,438) Denominator: Weighted average common shares outstanding – Basic and diluted 142,475,767 134,316,073 Net loss per share attributable to common stockholders – Basic and diluted $ (6.64) $ (0.58) The following common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at September 30, 2020 2019 Redeemable convertible preferred stock 122,023,200 98,155,890 Convertible preferred stock 134,820,840 135,218,020 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 65,145,619 50,266,634 Total 326,855,381 287,772,934 | 13. Net Loss Per Share The Company computes net loss per share of the Class A Common Stock and Class B Common Stock using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been antidilutive. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The following table sets forth the computation of basic and diluted loss per Share of Common Stock (in thousands, except for share and per share data): Year Ended December 31, 2019 2018 Numerator: Net loss $ (23,605) $ (27,780) Remeasurement of redeemable convertible preferred stock (62,519) (18,798) Net loss attributable to common stockholders – Basic and diluted (86,124) (46,578) Denominator: Weighted average common shares outstanding – Basic and diluted 135,124,756 129,930,282 Net loss per share attributable to common stockholders – Basic and diluted $ (0.64) $ (0.36) The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at December 31, 2019 2018 Redeemable convertible preferred stock 98,155,890 66,408,620 Convertible preferred stock 135,218,020 136,218,020 Convertible promissory notes — 16,194,780 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 49,800,829 41,374,901 Total 288,040,461 264,328,711 |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Segment Information | |
Segment Information | 13. Segment Information The Company operates in a single segment. As of and for the nine months ended September 30, 2020 and 2019, the Company did not have material revenue earned or assets located outside of the United States. |
Subsequent Events_2_3_4
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events | ||
Subsequent Events | 14. Subsequent Events For its unaudited interim financial statements as of September 30, 2020 and the nine-month period then ended, the Company has evaluated the effects of subsequent events through November 17, 2020, which is the date that these unaudited interim financial statements were available to be issued. In October 2020, the Company amended its certificate of incorporation to increase the number of Class A shares authorized for issuance from 110 million to 125 million shares. Events subsequent to the original issuance of unaudited interim financial statements On December 16, 2020, FEAC consummated the previously announced business combination pursuant to the terms of the merger agreement dated as of September 1, 2020. In connection with the closing of the business combination, the Company granted to the Company's Chief Executive Officer options to purchase 9,960,000 shares of New Skillz Class B common stock and to the Chief Revenue Officer options to purchase 2,040,000 shares of New Skillz Class A common stock. The options shall vest and become exercisable based on the attainment of certain stock price targets of the New Skillz Class A common stock following the grant date. The exercise price of such options is $17.68, the closing price of the New Skillz Class A common stock on December 16, 2020. | 14. Subsequent Events The Company evaluated subsequent events through September 4, 2020, which is the date these financial statements were available to be issued. In April and May 2020, the Company received $65.0 million in cash proceeds from the issuance of redeemable convertible Series E preferred stock to private investors at a price per share of $32.208. A subsequent closing of Series E preferred financing is scheduled to take place in September 2020. Terms of the redeemable convertible Series E preferred financing are consistent with those of the redeemable convertible Series D‑1 preferred stock. In May 2020, certain existing and new investors acquired $10.0 million of outstanding Class B common stock from employees. The Company will recognize $3.4 million in stock-based compensation expense. In June 2020, the Company paid the $10.0 million outstanding principal amount related to the 2019 Mezzanine Loan, plus all accrued and unpaid interest. In September 2020, the Company entered into a merger agreement (“Merger”) with Flying Eagle Acquisition Corp., a special purpose acquisition company (“FEAC”), whereby the Company will merge with a subsidiary of FEAC, with Skillz surviving the merger as a wholly-owned subsidiary of FEAC. In connection with the Merger, the Chief Executive Officer chose to waive his Executive grant acceleration rights that permits 100% of his then-outstanding shares to vest upon the consummation of an Exit Transaction. |
Description of the Business a_3
Description of the Business and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Description of the Business and Summary of Significant Accounting Policies | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information These unaudited financial statements have been prepared in accordance with the generally accepted accounting principles in the United States (“U.S. GAAP”) for interim reporting. Accordingly, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited financial statements. Accordingly, the unaudited financial statements should be read in connection with the Company’s audited financial statements and related notes as of December 31, 2019 and for the two years ended December 31, 2019 and 2018. The accompanying interim financial statements are unaudited; however, in the opinion of management they include all normal and recurring adjustments necessary for a fair presentation of the Company’s unaudited financial statements for the periods presented. The accompanying unaudited financial statements include the accounts and operations of the Company. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes all changes in equity during a period from non-owner sources. Through September 30, 2020, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented. |
Deferred Offering Costs | Deferred Offering Costs The Company has capitalized qualified legal, accounting and other direct costs related to its proposed merger with Flying Eagle Acquisition Corp., a Delaware corporation (“FEAC”). Deferred offering costs are included in other assets on the balance sheets and will be deferred until the completion of the merger with FEAC, at which time they will be deducted from the combined companies’ additional paid-in capital. If the Company terminates its planned merger or there is a significant delay, all of the deferred offering costs will be immediately written off to operating expenses. As of September 30, 2020, $13.5 million of deferred offering costs were capitalized. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and the redemption value of redeemable convertible preferred stock. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. |
End-user Incentive Programs (Ta
End-user Incentive Programs (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
End-user Incentive Programs | |
Schedule of end-user incentive program costs | End-user incentive program costs consisted of the following for the nine months ended September 30, 2020 and September 30, 2019: Nine Months Ended September 30, 2020 2019 Marketing promotions and discounts accounted for as a reduction of revenue $ 36,577 $ 19,316 Marketing promotions accounted for as sales and marketing expense 61,351 32,189 Total cost of end-user incentive programs $ 97,928 $ 51,505 |
Balance Sheet Components (Tab_2
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Balance Sheet Components | |
Schedule of Balance Sheet Components | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Credit card processing reserve $ 5,007 $ 2,650 Restricted cash 2,920 2,920 Prepaid expenses 1,260 2,460 Other current assets 765 1,434 Prepaid expenses and other current assets $ 9,952 $ 9,464 Property and Equipment, Net Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Capitalized internal-use software $ 6,591 $ 3,554 Computer equipment and servers 539 458 Leasehold improvements 114 143 Furniture and fixtures 184 238 Construction in progress 468 519 Total property and equipment 7,896 4,912 Accumulated depreciation and amortization (2,327) (1,264) Property and equipment, net $ 5,569 $ 3,648 Other Current Liabilities Other current liabilities consisted of the following as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Accrued sales and marketing expenses $ 13,111 $ 1,542 Other accrued expenses 3,603 2,032 Accrued compensation 3,419 2,532 End-user liability, net 2,896 1,431 Other current liabilities $ 23,029 $ 7,537 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value | |
Schedule of quantitative information associated with the fair value measurement of the Company's Level 3 inputs, the date in which the Redeemable convertible Series E preferred forward contract liability was settled | The following table provides quantitative information associated with the fair value measurement of the Company’s Level 3 inputs as of September 10, 2020, the date in which the Redeemable convertible Series E preferred forward contract liability was settled: Fair Value as of September 10, Valuation Unobservable Input 2020 Technique Description Input Redeemable convertible Series E preferred stock forward contract liability $ 21,688 Discounted cash flow Fair value of redeemable convertible Series E preferred stock $ 9.17 |
Schedule of changes in Level 3 liabilities measured at fair value | The following table presents changes in Level 3 liabilities measured at fair value for the nine months ended September 30, 2020: Series E forward contract liability Fair value as of December 31, 2019 $ — Issuance of the Redeemable convertible Series E preferred stock forward contract liability — Change in fair value 21,688 Settlement of the Redeemable convertible Series E preferred stock forward contract liability (21,688) Fair value as of September 30, 2020 $ — |
Long-Term Debt (Table)
Long-Term Debt (Table) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Long-Term Debt | ||
Summary of components of long-term debt | Components of long-term debt were as follows: September 30, December 31, 2020 2019 2019 Mezzanine Term Loan $ — $ 10,000 Unamortized debt discount — (372) Net carrying amount $ — $ 9,628 | 2019 2018 2018 Secured Term Loan – principal $ — $ 3,500 Unamortized debt discount — (55) 2018 Secured Term Loan, net — 3,445 2019 Mezzanine Term Loan – principal 10,000 — Unamortized debt discount (372) — 2019 Mezzanine Term Loan, net 9,628 — Convertible Promissory Notes – principal — 14,750 Unamortized debt discount — (2,579) Convertible Promissory Notes, net — 12,171 Net carrying amount $ 9,628 $ 15,616 |
Preferred Stock (Tables)_2
Preferred Stock (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Preferred Stock | ||
Schedule of preferred stock | September 30, 2020 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,520,423 $ 1.4700 $ 1.4700 $ 8,115 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 Series E 3,150,000 2,386,731 32.2080 32.2080 76,872 35,305,078 25,684,404 $ 184,512 December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 | December 31, 2019 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,560,141 $ 1.4700 $ 1.4700 $ 8,173 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,862,291 8.1474 8.1474 23,320 Series D-1 3,000,000 2,548,458 16.0746 16.0746 40,965 32,155,078 23,337,391 $ 107,698 December 31, 2018 Per Share Per Share Aggregate Shares Price at Conversion Liquidation Authorized Outstanding Issuance Price Preference Series A 5,929,441 5,660,141 $ 1.4700 $ 1.4700 $ 8,320 Series A-1 2,021,522 1,986,754 1.5100 1.5100 3,000 Series B 6,053,784 5,974,907 2.5356 2.5356 15,150 Series C 10,837,944 4,404,840 3.8798 3.8798 17,090 Series D 4,312,387 2,236,022 8.1474 8.1474 18,218 29,155,078 20,262,664 $ 61,778 |
Stock Based Compensation (Tab_2
Stock Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Stock Based Compensation | ||
Summary of stock-based compensation expense | Nine Months Ended September 30, 2020 2019 Research and development $ 1,544 $ 124 Sales and marketing 1,542 95 General and administrative 6,479 750 Total stock-based compensation expense $ 9,565 $ 969 | The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2019 and 2018, as follows: 2019 2018 Research and development $ 181 $ 361 Sales and marketing 111 114 General and administrative 945 6,205 Total stock-based compensation expense $ 1,237 $ 6,680 |
Summary of stock option activity | Stock option activity for the Plans in the nine months ended September 30, 2020 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2019 3,855,385 38,794,307 $ 0.14 7.67 $ 13,056 Additional shares authorized 42,303,790 — — Options granted (31,629,055) 31,629,055 0.82 Options exercised(1) — (22,257,454) 0.68 Options canceled 7,053,029 (7,357,510) 0.39 Balance at September 30, 2020 21,583,149 40,808,398 0.33 7.61 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Exercisable at September 30, 2020 20,890,313 0.08 6.39 186,721 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 Unvested at September 30, 2020 19,918,085 0.59 8.89 167,768 (1) The number of options exercised includes early exercises related to the Executive grants noted below. | Stock option activity for the Plans in the years ended December 31, 2019 and 2018 is as follows (in thousands, except for share and per share data): Options Outstanding Weighted- Average Number of Number of Weighted- Remaining Shares Available Shares Average Contractual Aggregate for Issuance Outstanding Exercise Term Intrinsic Under the Plan Under the Plan Price (Years) Value Balance at December 31, 2017 32,119,990 39,849,830 $ 0.03 8.27 $ 3,068 Shares canceled due to plan termination (27,584,900) — — Additional shares authorized 16,371,625 — — Options granted (13,265,217) 13,265,217 0.17 Options exercised — (5,402,490) 0.03 Options canceled 3,731,288 (6,337,656) 0.07 Balance at December 31, 2018 11,372,786 41,374,901 0.07 8.14 9,812 Additional shares authorized 8,000,000 — — Options granted (22,851,434) 22,851,434 0.33 Options exercised(1) — (16,772,359) 0.25 Options canceled 7,334,033 (8,659,669) 0.12 Balance at December 31, 2019 3,855,385 38,794,307 0.14 7.67 13,056 Exercisable at December 31, 2018 18,177,953 0.04 7.21 5,093 Exercisable at December 31, 2019 20,379,015 0.06 6.85 8,492 Unvested at December 31, 2018 23,196,948 0.12 8.86 4,719 Unvested at December 31, 2019 18,415,292 0.23 8.58 4,564 (1) The number of options exercised includes early exercises related to the Executive grants noted below. |
Summary of assumptions used to estimate the fair value of stock options granted and the resulting fair values | September 30, 2020 Expected volatility 47.24% – 48.93 % Risk-free interest rate 0.35% – 1.44 % Expected term (in years) 5.95 – 6.25 Expected dividend yield — Weighted average estimated fair value of stock options granted during the period $ 2.22 | The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2019 and 2018 were as follows: 2019 2018 Expected volatility 47.17% – 55.47 % 47.69% – 49.17 % Risk-free interest rate 1.57% – 2.64 % 2.60% – 3.06 % Expected term (in years) 5.00 – 6.86 5.49 – 6.13 Expected dividend yield — — Weighted average estimated fair value of stock options granted during the year $ 0.16 $ 0.08 |
Net Loss Per Share (Tables)_2
Net Loss Per Share (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Net Loss Per Share | ||
Schedule of basic and diluted loss per Class A Common Stock and Class B Common Stock | The following table sets forth the computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (in thousands, except for share and per share data): Nine Months Ended September 30, 2020 2019 Numerator: Net loss $ (78,530) $ (14,919) Remeasurement of redeemable convertible preferred stock (865,952) (62,519) Deemed dividend related to repurchase of preferred stock dividends (1,153) — Net loss attributable to common stockholders – Basic and diluted (945,635) (77,438) Denominator: Weighted average common shares outstanding – Basic and diluted 142,475,767 134,316,073 Net loss per share attributable to common stockholders – Basic and diluted $ (6.64) $ (0.58) | The following table sets forth the computation of basic and diluted loss per Share of Common Stock (in thousands, except for share and per share data): Year Ended December 31, 2019 2018 Numerator: Net loss $ (23,605) $ (27,780) Remeasurement of redeemable convertible preferred stock (62,519) (18,798) Net loss attributable to common stockholders – Basic and diluted (86,124) (46,578) Denominator: Weighted average common shares outstanding – Basic and diluted 135,124,756 129,930,282 Net loss per share attributable to common stockholders – Basic and diluted $ (0.64) $ (0.36) |
Schedule of common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders | The following common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at September 30, 2020 2019 Redeemable convertible preferred stock 122,023,200 98,155,890 Convertible preferred stock 134,820,840 135,218,020 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 65,145,619 50,266,634 Total 326,855,381 287,772,934 | The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands): Number of Securities Outstanding at December 31, 2019 2018 Redeemable convertible preferred stock 98,155,890 66,408,620 Convertible preferred stock 135,218,020 136,218,020 Convertible promissory notes — 16,194,780 Preferred stock warrants 3,893,880 3,893,880 Common stock warrants 971,842 238,510 Common stock options 49,800,829 41,374,901 Total 288,040,461 264,328,711 |
End-user Incentive Programs (De
End-user Incentive Programs (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020USD ($)item | Sep. 30, 2019USD ($)item | Dec. 31, 2019USD ($)item | Dec. 31, 2018USD ($) | |
Concentration Risk [Line Items] | ||||
Marketing promotions and discounts accounted for as a reduction of revenue | $ 36,577 | $ 19,316 | $ 27,700 | $ 11,600 |
Marketing promotions accounted for as sales and marketing expense | 61,351 | 32,189 | $ 45,200 | $ 18,700 |
Total cost of end-user incentive programs | $ 97,928 | $ 51,505 | ||
Number of developer partners | item | 2 | 2 | 2 | |
Supplier Concentration Risk Member One [Member] | Revenue | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenue | 63.00% | 83.00% | ||
Supplier Concentration Risk Member Two [Member] | Revenue | ||||
Concentration Risk [Line Items] | ||||
Percentage of revenue | 25.00% | 7.00% |
Balance Sheet Components - Pr_2
Balance Sheet Components - Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance Sheet Components | |||
Credit card processing reserve | $ 5,007 | $ 2,650 | $ 981 |
Restricted cash | 2,920 | 2,920 | |
Prepaid expenses | 1,260 | 2,460 | 448 |
Other current assets | 765 | 1,434 | 808 |
Prepaid expenses and other current assets | 9,952 | $ 9,464 | $ 2,237 |
Impairment charge on corporate facilities lease | $ 3,400 |
Balance Sheet Components - Pr_3
Balance Sheet Components - Property and equipment, net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total property and equipment | $ 7,896 | $ 4,912 | $ 1,727 | |
Accumulated depreciation and amortization | (2,327) | (1,264) | (554) | |
Property and equipment, net | 5,569 | 3,648 | 1,173 | |
Depreciation and amortization expense | 1,092 | $ 455 | 711 | 404 |
Capitalized internal-use software | ||||
Total property and equipment | 6,591 | 3,554 | 1,407 | |
Computer equipment and servers | ||||
Total property and equipment | 539 | 458 | 220 | |
Leasehold Improvements [Member] | ||||
Total property and equipment | 114 | 143 | 60 | |
Furniture and Fixtures [Member] | ||||
Total property and equipment | 184 | 238 | $ 40 | |
Construction in Progress [Member] | ||||
Total property and equipment | $ 468 | $ 519 |
Balance Sheet Components - Ot_2
Balance Sheet Components - Other current liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Components | |||
Accrued sales and marketing expenses | $ 13,111 | $ 1,542 | |
Other accrued expenses | 3,603 | 2,032 | $ 1,129 |
Accrued compensation | 3,419 | 2,532 | 928 |
End-user liability, net | 2,896 | 1,431 | 633 |
Other current liabilities | $ 23,029 | $ 7,537 | $ 6,339 |
Fair Value - Quantitative infor
Fair Value - Quantitative information (Details) $ in Thousands | Sep. 30, 2020USD ($) | Sep. 10, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative fair value | $ 0 | $ 3,649 | |
Redeemable Convertible Series E Preferred Stock Forward Contract Liability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative, Measurement input | $ / shares | 9.17 | ||
Level 3 | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative fair value | $ 3,649 | ||
Level 3 | Redeemable Convertible Series E Preferred Stock Forward Contract Liability [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative fair value | $ 21,688 |
Fair Value - Reconciliation of
Fair Value - Reconciliation of unobservable inputs (Level 3) (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||
Fair value as of December 31, 2019 | $ 0 | $ 0 | $ 3,649 |
Issuance of the Redeemable convertible Series E preferred stock forward contract liability | 0 | 3,604 | |
Change in fair value | 21,688 | (3,649) | 45 |
Settlement of the Redeemable convertible Series E preferred stock forward contract liability | (21,688) | ||
Fair value as of September 30, 2020 | $ 0 | $ 0 | $ 3,649 |
Fair Value - Additional informa
Fair Value - Additional information (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Fair Value | |||
Cash and cash equivalents | $ 56,861 | $ 25,628 | $ 22,540 |
Forward contract liability | 0 | 3,649 | |
Level 1 | |||
Fair Value | |||
Cash and cash equivalents | $ 56,900 | $ 25,600 | $ 22,500 |
Long-Term Debt (Details)_2
Long-Term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | |||
Unamortized debt discount | $ 0 | $ (372) | |
Net carrying amount | 0 | 9,628 | $ 15,616 |
Mezzanine Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Principal amount of debt | $ 0 | 10,000 | 0 |
Unamortized debt discount | (372) | 0 | |
Net carrying amount | $ 9,628 | $ 0 |
Long-Term Debt - 2019 Mezzani_2
Long-Term Debt - 2019 Mezzanine Term Loan (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jun. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||
Payments under debt agreements | $ 10,000 | $ 3,500 | $ 5,000 | |
Mezzanine Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Payments under debt agreements | $ 10,000 | |||
Loss on extinguishment of debt | $ 400 |
Preferred Stock (Details)_2
Preferred Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | ||||
Shares Authorized | 35,305,078 | 32,155,078 | 29,155,078 | |
Shares Outstanding | 25,684,404 | 23,337,391 | 20,262,664 | |
Aggregate Liquidation Preference | $ 184,512 | $ 107,698 | $ 61,778 | |
Series A preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 5,929,441 | 6,000,000 | 6,000,000 | |
Shares Outstanding | 5,520,423 | 5,560,141 | 5,660,141 | |
Per Share Price at Issuance | $ 1.4700 | $ 1.4700 | $ 1.4700 | |
Per Share Conversion Price | $ 1.4700 | $ 1.4700 | ||
Aggregate Liquidation Preference | $ 8,115 | $ 8,173 | $ 8,320 | |
Series One Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 2,021,522 | 2,021,522 | 2,021,522 | |
Shares Outstanding | 1,986,754 | 1,986,754 | 1,986,754 | |
Per Share Price at Issuance | $ 1.5100 | $ 1.5100 | $ 1.5100 | |
Per Share Conversion Price | $ 1.5100 | $ 1.5100 | ||
Aggregate Liquidation Preference | $ 3,000 | $ 3,000 | $ 3,000 | |
Series B preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 6,053,784 | 6,053,784 | 6,053,784 | |
Shares Outstanding | 5,974,907 | 5,974,907 | 5,974,907 | |
Per Share Price at Issuance | $ 2.5356 | $ 2.5356 | $ 2.5356 | |
Per Share Conversion Price | $ 2.5356 | $ 2.5356 | ||
Aggregate Liquidation Preference | $ 15,150 | $ 15,150 | $ 15,150 | |
Series C preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 10,837,944 | 10,837,944 | 10,837,944 | |
Shares Outstanding | 4,404,840 | 4,404,840 | 4,404,840 | |
Per Share Price at Issuance | $ 3.8798 | $ 3.8798 | $ 3.8798 | |
Per Share Conversion Price | $ 3.8798 | $ 3.8798 | ||
Aggregate Liquidation Preference | $ 17,090 | $ 17,090 | $ 17,090 | |
Series D preferred stock | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 4,312,387 | 4,312,387 | 4,312,387 | |
Shares Outstanding | 2,862,291 | 2,862,291 | 2,236,022 | |
Per Share Price at Issuance | $ 8.1474 | $ 8.1474 | $ 8.1474 | |
Per Share Conversion Price | $ 8.1474 | $ 8.1474 | ||
Aggregate Liquidation Preference | $ 23,320 | $ 23,320 | $ 18,218 | |
Series D One Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 3,000,000 | 3,000,000 | ||
Shares Outstanding | 2,548,458 | 2,548,458 | ||
Per Share Price at Issuance | $ 16.0746 | $ 16.0746 | $ 16.0746 | |
Per Share Conversion Price | $ 16.0746 | $ 16.0746 | ||
Aggregate Liquidation Preference | $ 40,965 | $ 40,965 | ||
Series E Preferred Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Shares Authorized | 3,150,000 | |||
Shares Outstanding | 2,386,731 | |||
Per Share Price at Issuance | $ 32.2080 | |||
Per Share Conversion Price | $ 32.2080 | |||
Aggregate Liquidation Preference | $ 76,872 |
Preferred Stock - Additional _2
Preferred Stock - Additional information (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
May 31, 2020USD ($)$ / shares | Apr. 30, 2020USD ($)$ / shares | Jun. 30, 2018 | Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Class of Stock [Line Items] | |||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 76,617,000 | $ 24,908,000 | $ 24,908,000 | $ 18,218,000 | |||
Dividend declared | $ 0 | $ 0 | |||||
Convertible stock split ratio | 10 | 10 | 10 | ||||
Remeasurement of redeemable convertible Preferred stock , fair value adjustments | $ 866,000,000 | 62,500,000 | $ 62,500,000 | 18,800,000 | |||
Fair value of redeemable preferred stock | $ 1,100,000,000 | $ 156,300,000 | $ 156,300,000 | $ 54,100,000 | |||
Series A preferred stock | |||||||
Class of Stock [Line Items] | |||||||
Redeemable convertible preferred stock price per share | $ / shares | $ 30.50 | ||||||
Repurchase of convertible preferred stock | shares | 39,718 | ||||||
Series E Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Proceeds from the issuance of redeemable convertible preferred stock | $ 65,000,000 | $ 65,000,000 | $ 11,700,000 | ||||
Redeemable convertible preferred stock price per share | $ / shares | $ 32.208 | $ 32.208 | $ 32.208 | ||||
Fair value of redeemable contract liability | $ 21,700,000 |
Stockholders' Deficit (Detail_2
Stockholders' Deficit (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020USD ($)item$ / sharesshares | Dec. 31, 2019USD ($)item$ / sharesshares | Dec. 31, 2018$ / sharesshares | |
Class of Stock [Line Items] | |||
Shares authorized to issue | 615,000,000 | 615,000,000 | 615,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Dividend declared | $ | $ 0 | $ 0 | |
Class A common stock | |||
Class of Stock [Line Items] | |||
Shares authorized to issue | 110,000,000 | 110,000,000 | 110,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 109,885,079 | 99,014,030 | 99,000,000 |
Common Stock, Shares, Outstanding | 109,885,079 | 99,014,030 | 87,669,412 |
Number of votes per share | item | 10 | 10 | |
Class B common stock | |||
Class of Stock [Line Items] | |||
Shares authorized to issue | 505,000,000 | 505,000,000 | 505,000,000 |
Par value per share | $ / shares | $ 0.0001 | $ 0.0001 | |
Common Stock, Shares, Issued | 61,345,161 | 50,525,891 | 44,197,558 |
Common Stock, Shares, Outstanding | 61,345,161 | 50,525,891 | 44,197,558 |
Number of votes per share | item | 1 | 1 |
Stock Based Compensation - Expe
Stock Based Compensation - Expense (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 9,565 | $ 969 | $ 1,237 | $ 6,680 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | 1,544 | 124 | ||
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | 1,542 | 95 | ||
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Share-based Payment Arrangement, Noncash Expense | $ 6,479 | $ 750 |
Stock Based Compensation - Eq_2
Stock Based Compensation - Equity Incentive Plans (Details) - Equity Incentive Plan 2017 [Member] - shares | 1 Months Ended | 9 Months Ended |
May 31, 2017 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized | 26,572,800 | 42,303,790 |
Exercise price of option as a percentage of fair market value of underlying common stock at the time of grant | 100.00% | 100.00% |
Vesting percentage | 25.00% | 25.00% |
Vesting period | 36 months | 36 months |
Stock Based Compensation - St_3
Stock Based Compensation - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares Available for Issuance Under the Plan | |||||
Balance at the beginning (in shares) | 3,855,385 | ||||
Additional shares authorized (in shares) | 42,303,790 | ||||
Options granted (in shares) | (31,629,055) | ||||
Options canceled (in shares) | 7,053,029 | ||||
Balance at the end (in shares) | 21,583,149 | 3,855,385 | |||
Number of Shares Outstanding Under the Plan | |||||
Balance at the beginning (in shares) | 38,794,307 | ||||
Options granted (in shares) | 31,629,055 | ||||
Options exercised (in shares) | (22,257,454) | ||||
Options canceled (in shares) | (7,357,510) | ||||
Balance at the end (in shares) | 40,808,398 | 38,794,307 | |||
Exercisable at the end (in shares) | 20,890,313 | 20,379,015 | |||
Unvested at the end (in shares) | 19,918,085 | 18,415,292 | |||
Weighted-Average Exercise Price | |||||
Balance at the beginning (in dollars per shares) | $ 0.14 | ||||
Options granted (in dollars per shares) | 0.82 | ||||
Options exercised (in dollars per shares) | 0.68 | ||||
Options canceled (in dollars per shares) | 0.39 | ||||
Balance at the end (in dollars per shares) | 0.33 | $ 0.14 | |||
Exercisable at the end (in dollars per shares) | 0.08 | 0.06 | |||
Unvested at the end (in dollars per shares) | $ 0.59 | $ 0.23 | |||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||||
Weighted Average Remaining Contractual Term (in years) | 7 years 7 months 10 days | 7 years 8 months 1 day | |||
Exercisable at the end (in years) | 6 years 4 months 21 days | 6 years 10 months 6 days | |||
Unvested at the end (in years) | 8 years 10 months 21 days | 8 years 6 months 29 days | |||
Balance at the beginning (in dollars) | $ 13,056 | ||||
Balance at the end (in dollars) | 354,489 | $ 13,056 | |||
Exercisable at the end (in dollars) | 186,721 | 8,492 | |||
Unvested at the end (in dollars) | $ 167,768 | $ 4,564 | |||
Share-based Payment Arrangement, Option [Member] | |||||
Number of Shares Available for Issuance Under the Plan | |||||
Balance at the beginning (in shares) | 3,855,385 | 11,372,786 | 11,372,786 | 32,119,990 | |
Additional shares authorized (in shares) | 8,000,000 | 16,371,625 | |||
Options granted (in shares) | (22,851,434) | (13,265,217) | |||
Options canceled (in shares) | (7,334,033) | (3,731,288) | |||
Balance at the end (in shares) | 3,855,385 | 11,372,786 | 32,119,990 | ||
Number of Shares Outstanding Under the Plan | |||||
Balance at the beginning (in shares) | 38,794,307 | 41,374,901 | 41,374,901 | 39,849,830 | |
Options granted (in shares) | 22,851,434 | 13,265,217 | |||
Options exercised (in shares) | (16,772,359) | (5,402,490) | |||
Options canceled (in shares) | (8,659,669) | (6,337,656) | |||
Balance at the end (in shares) | 38,794,307 | 41,374,901 | 39,849,830 | ||
Exercisable at the end (in shares) | 20,379,015 | 18,177,953 | |||
Unvested at the end (in shares) | 18,415,292 | 23,196,948 | |||
Weighted-Average Exercise Price | |||||
Balance at the beginning (in dollars per shares) | $ 0.14 | $ 0.07 | $ 0.07 | $ 0.03 | |
Options granted (in dollars per shares) | 0.33 | 0.17 | |||
Options exercised (in dollars per shares) | 0.25 | 0.03 | |||
Options canceled (in dollars per shares) | 0.12 | 0.07 | |||
Balance at the end (in dollars per shares) | 0.14 | 0.07 | $ 0.03 | ||
Exercisable at the end (in dollars per shares) | 0.06 | 0.04 | |||
Unvested at the end (in dollars per shares) | $ 0.23 | $ 0.12 | |||
Weighted-Average Remaining Contractual Term (Years) and Aggregate Intrinsic Value | |||||
Weighted Average Remaining Contractual Term (in years) | 7 years 8 months 1 day | 8 years 1 month 21 days | 8 years 3 months 7 days | ||
Exercisable at the end (in years) | 6 years 10 months 6 days | 7 years 2 months 16 days | |||
Unvested at the end (in years) | 8 years 6 months 29 days | 8 years 10 months 10 days | |||
Balance at the beginning (in dollars) | $ 13,056 | $ 9,812 | $ 9,812 | $ 3,068 | |
Balance at the end (in dollars) | 13,056 | 9,812 | $ 3,068 | ||
Exercisable at the end (in dollars) | $ 8,492 | 5,093 | |||
Shares of restricted common stock issued upon the early exercise of the Executive grants | 24,300,000 | 11,000,000 | |||
Unrecognized stock-based compensation expense | $ 68,600 | $ 3,000 | |||
Unrecognized stock-based compensation expense, weighted-average period of recognition | 2 years | 2 years | |||
Aggregate intrinsic value of options exercised | $ 47,800 | $ 1,000 | $ 1,400 | $ 500 |
Stock Based Compensation - Fair
Stock Based Compensation - Fair value of stock options (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 47.17% | 47.69% | |
Expected volatility, maximum | 55.47% | 49.17% | |
Risk-free interest rate, minimum | 1.57% | 2.60% | |
Risk-free interest rate, maximum | 2.64% | 3.06% | |
Expected dividend yield | 0.00% | 0.00% | |
Weighted average estimated fair value of stock options granted during the year | $ 2.22 | $ 0.16 | $ 0.08 |
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, minimum | 47.24% | ||
Risk-free interest rate, minimum | 0.35% | ||
Expected term (in years) | 5 years 11 months 12 days | 5 years | 5 years 5 months 27 days |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility, maximum | 48.93% | ||
Risk-free interest rate, maximum | 1.44% | ||
Expected term (in years) | 6 years 3 months | 6 years 10 months 10 days | 6 years 1 month 17 days |
Stock Based Compensation - Ex_2
Stock Based Compensation - Executive grants (Details) (Imported) - USD ($) $ / shares in Units, $ in Thousands | Jun. 08, 2020 | May 14, 2020 | Apr. 15, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ 0.82 | ||||||
Compensation expense that will be recognized over the requisite service period | $ 23,500 | ||||||
Compensation expense recognized | $ 1,237 | $ 6,680 | |||||
Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Interest rate | 0.58% | ||||||
Class B common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense recognized | $ 6,300 | ||||||
Ceo Executive Grant 2020 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 6.25% | ||||||
Compensation expense that will be recognized over the requisite service period | $ 21,500 | ||||||
Compensation expense recognized | $ 2,500 | ||||||
Ceo Executive Grant 2020 [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25.00% | ||||||
Ceo Executive Grant 2020 [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Ceo Executive Grant 2020 [Member] | Share Based Payment Arrangement Tranche Four [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 100.00% | ||||||
Percentage of right to vest waived on the outstanding shares upon the consummation of an Exit Transaction | 100.00% | ||||||
Ceo Executive Grant 2020 [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ 0.86 | ||||||
Number of shares issued | 13,279,768 | ||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 13,279,768 | ||||||
Ceo Executive Grant 2020 [Member] | Class A common stock | Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding principal of promissory note | $ 11,400 | ||||||
Cro Executive Grant 2020 [Member] | Promissory Note [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Outstanding principal of promissory note | $ 3,200 | ||||||
Interest rate | 0.58% | ||||||
Cro Executive Grant 2020 [Member] | Class B common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ 0.86 | ||||||
Issuance of common stock upon early exercise of stock options with promissory note (in shares) | 3,719,774 | ||||||
Cro Executive Grant 2020 [Member] | Scenario One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 6.25% | ||||||
Compensation expense that will be recognized over the requisite service period | $ 3,500 | ||||||
Compensation expense recognized | $ 400 | ||||||
Percentage of right to vest waived on the outstanding shares upon the consummation of an Exit Transaction | 100.00% | ||||||
Cro Executive Grant 2020 [Member] | Scenario One [Member] | Share-based Payment Arrangement, Tranche Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Cro Executive Grant 2020 [Member] | Scenario One [Member] | Share Based Payment Arrangement Tranche Four [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 100.00% | ||||||
Cro Executive Grant 2020 [Member] | Scenario One [Member] | Class B common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 2,479,849 | ||||||
Cro Executive Grant 2020 [Member] | Scenario One [Member] | Class B common stock | Share-based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25.00% | ||||||
Cro Executive Grant 2020 [Member] | Scenario Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense that will be recognized over the requisite service period | $ 2,000 | ||||||
Cro Executive Grant 2020 [Member] | Scenario Two [Member] | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | $ 1,500,000 | ||||||
Cro Executive Grant 2020 [Member] | Scenario Two [Member] | Share Based Payment Arrangement Tranche Four [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | $ 2,700,000 | ||||||
Cro Executive Grant 2020 [Member] | Scenario Two [Member] | Class B common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 1,239,925 | ||||||
Cto Executive Grant 2020 [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercise price of options | $ 0.99 | ||||||
Cto Executive Grant 2020 [Member] | Scenario One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 6.25% | ||||||
Compensation expense that will be recognized over the requisite service period | $ 9,000 | ||||||
Compensation expense recognized | $ 400 | ||||||
Percentage of right to vest waived on the outstanding shares upon the consummation of an Exit Transaction | 100.00% | ||||||
Cto Executive Grant 2020 [Member] | Scenario One [Member] | Share Based Payment Arrangement Tranche Four [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 50.00% | ||||||
Cto Executive Grant 2020 [Member] | Scenario One [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 2,035,520 | ||||||
Cto Executive Grant 2020 [Member] | Scenario One [Member] | Class A common stock | Share-based Payment Arrangement, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage | 25.00% | ||||||
Cto Executive Grant 2020 [Member] | Scenario Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Compensation expense that will be recognized over the requisite service period | $ 3,700 | ||||||
Cto Executive Grant 2020 [Member] | Scenario Two [Member] | Share Based Payment Arrangement Tranche Four [Member] | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | 1,800,000 | ||||||
Cto Executive Grant 2020 [Member] | Scenario Two [Member] | Share Based Payment Arrangement Tranche Four [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Market condition targets | $ 3,000,000 | ||||||
Cto Executive Grant 2020 [Member] | Scenario Two [Member] | Class A common stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares issued | 1,231,244 |
Stock Based Compensation - Ot_2
Stock Based Compensation - Other stock based compensation (Details) (Imported) - USD ($) $ in Thousands | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
May 31, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,237 | $ 6,680 | ||
Class B common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Value of shares acquired by investors at a purchase price greater than the estimated fair value | $ 11,000 | $ 700 | ||
Total stock-based compensation expense | 6,300 | |||
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 2,300 | $ 500 | 945 | 6,205 |
General and Administrative Expense [Member] | Class B common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 500 | 6,000 | ||
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 400 | 181 | 361 | |
Research and Development Expense [Member] | Class B common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 200 | |||
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 700 | $ 111 | 114 | |
Selling and Marketing Expense [Member] | Class B common stock | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 100 |
Stock Based Compensation (Detai
Stock Based Compensation (Details) (Imported) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Grant date fair value of option recognized as compensation expense over the requisite service period | $ 23,500 | |||
Compensation expense recognized | $ 1,237 | $ 6,680 | ||
Non Qualified Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares issued | 3,691,455 | |||
Compensation expense recognized | $ 900 | |||
Non Qualified Stock Options [Member] | Share-based Payment Arrangement, Tranche One [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 25.00% | |||
Non Qualified Stock Options [Member] | Share-based Payment Arrangement, Tranche Two [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting percentage | 6.25% |
Income Taxes (Details)_2
Income Taxes (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Taxes | |||
Provision for income taxes | $ (100) | $ 0 | $ 0 |
Net Loss Per Share - Computat_2
Net Loss Per Share - Computation of basic and diluted loss per Class A Common Stock and Class B Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator: | ||||
Net loss | $ (78,530) | $ (14,919) | $ 23,605 | $ 27,780 |
Remeasurement of redeemable convertible preferred stock | (865,952) | (62,519) | (62,519) | (18,798) |
Deemed dividend related to repurchase of preferred stock dividends | (1,153) | |||
Net loss attributable to common stockholders - Basic and diluted | $ (945,635) | $ (77,438) | $ (86,124) | $ (46,578) |
Denominator: | ||||
Weighted average common shares outstanding - Basic and diluted | 142,475,767 | 134,316,073 | 135,124,756 | 129,930,282 |
Net loss per share attributable to common stockholders - Basic and diluted | $ (6.64) | $ (0.58) | $ (0.64) | $ (0.36) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive securities excluded from computation of diluted net loss per share attributable to common stockholders (Details) - shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 326,855,381 | 287,772,934 | 288,040,461 | 264,328,711 |
Redeemable Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 122,023,200 | 98,155,890 | 98,155,890 | 66,408,620 |
Convertible Preferred Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 134,820,840 | 135,218,020 | 135,218,020 | 136,218,020 |
Preferred Stock Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 3,893,880 | 3,893,880 | 3,893,880 | 3,893,880 |
Private placement warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 971,842 | 238,510 | 971,842 | 238,510 |
Share-based Payment Arrangement, Option [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 65,145,619 | 50,266,634 | 49,800,829 | 41,374,901 |
Subsequent Events (Details)_2_3
Subsequent Events (Details) - $ / shares | Dec. 16, 2020 | Sep. 30, 2020 | Oct. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 615,000,000 | 615,000,000 | 615,000,000 | ||
Exercise price of options | $ 0.82 | ||||
Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 110,000,000 | 110,000,000 | 110,000,000 | ||
Class B common stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 505,000,000 | 505,000,000 | 505,000,000 | ||
Subsequent event | Class A common stock | |||||
Subsequent Event [Line Items] | |||||
Common stock, shares authorized | 125,000,000 | ||||
Exercise price of options | $ 17.68 | ||||
Subsequent event | Class A common stock | Chief Revenue Officer | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 2,040,000 | ||||
Subsequent event | Class B common stock | Chief Executive Officer | |||||
Subsequent Event [Line Items] | |||||
Number of shares issued | 9,960,000 |