Cover
Cover - USD ($) $ in Billions | 12 Months Ended | |
Dec. 31, 2021 | Feb. 24, 2022 | |
Entity Listings [Line Items] | ||
Document Type | 10-K | |
Document Annual Report | true | |
Document Period End Date | Dec. 31, 2021 | |
Current Fiscal Year End Date | --12-31 | |
Document Transition Report | false | |
Entity File Number | 001-39243 | |
Entity Registrant Name | SKILLZ INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 84-4478274 | |
Entity Address, Address Line One | PO Box 445 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94104 | |
City Area Code | 415 | |
Local Phone Number | 762-0511 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
ICFR Auditor Attestation Flag | true | |
Entity Shell Company | false | |
Entity Public Float | $ 1 | |
Documents Incorporated by Reference | Portions of Skillz Inc.'s definitive Proxy Statement, to be filed with the Securities and Exchange Commission within 120 days of December 31, 2021 and delivered to stockholders in connection with the 2022 Annual Meeting of Stockholders, are incorporated by reference into Part III of this Form 10-K. | |
Amendment Flag | false | |
Entity Central Index Key | 0001801661 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | FY | |
Class A common stock, par value $0.0001 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 per share | |
Trading Symbol | SKLZ | |
Security Exchange Name | NYSE | |
Entity Common Stock, Shares Outstanding | 341,113,867 | |
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | ||
Entity Listings [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share | |
Trading Symbol | SKLZ.WS | |
Security Exchange Name | NYSE | |
Class B Common Stock | ||
Entity Listings [Line Items] | ||
Entity Common Stock, Shares Outstanding | 68,601,268 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Firm ID | 42 |
Auditor Location | Redwood City, California |
Auditor Name | Ernst & Young LLP |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 241,332 | $ 262,728 |
Marketable securities, current | 319,055 | 0 |
Accounts receivable, net | 13,497 | 0 |
Prepaid expenses and other current assets | 16,704 | 10,491 |
Total current assets | 590,588 | 273,219 |
Property and equipment, net | 9,988 | 5,292 |
Operating lease right-of-use assets, net | 14,511 | |
Marketable securities, non-current | 182,629 | 0 |
Non-marketable equity securities | 55,649 | 0 |
Intangible assets, net | 79,137 | 0 |
Goodwill | 86,845 | 0 |
Other long-term assets | 3,478 | 3,910 |
Total assets | 1,022,825 | 282,421 |
Current liabilities: | ||
Accounts payable | 19,753 | 22,039 |
Accrued professional fees | 250 | 5,699 |
Operating lease liabilities, current | 2,110 | |
Other current liabilities | 64,719 | 19,618 |
Total current liabilities | 86,832 | 47,356 |
Operating lease liabilities, non-current | 13,567 | |
Common Stock Warrants | 6,293 | 178,232 |
Long-term debt, non-current | 278,889 | 0 |
Other long-term liabilities | 13,544 | 46 |
Total liabilities | 399,125 | 225,634 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock $0.0001 par value; 10 million shares authorized — 0 issued and outstanding as of December 31, 2021 and 2020 | 0 | 0 |
Common stock $0.0001 par value; 625 million shares authorized; Class A common stock – 500 million shares authorized; 340 million and 292 million shares issued and outstanding as of December 31, 2021 and 2020, respectively; Class B common stock – 125 million shares authorized; 69 million and 78 million shares issued and outstanding as of December 31, 2021 and 2020, respectively | 40 | 37 |
Additional paid-in capital | 1,043,600 | 295,065 |
Accumulated other comprehensive income (loss) | (248) | 0 |
Accumulated deficit | (419,692) | (238,315) |
Total stockholders’ equity | 623,700 | 56,787 |
Total liabilities and stockholders’ equity | $ 1,022,825 | $ 282,421 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 |
Class A Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 340,000,000 | 292,000,000 |
Common stock, shares outstanding (in shares) | 340,000,000 | 292,000,000 |
Class B Common Stock | ||
Common stock, par value (in dollars per share) | $ 0.0001 | |
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
Common stock, shares issued (in shares) | 69,000,000 | 78,000,000 |
Common stock, shares outstanding (in shares) | 69,000,000 | 78,000,000 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 384,089 | $ 230,115 | $ 119,872 |
Costs and expenses: | |||
Cost of revenue | 24,711 | 12,281 | 5,713 |
Research and development | 46,017 | 23,225 | 11,241 |
Sales and marketing | 465,457 | 251,941 | 111,370 |
General and administrative | 135,026 | 42,289 | 16,376 |
Total costs and expenses | 671,211 | 329,736 | 144,700 |
Loss from operations | (287,122) | (99,621) | (24,828) |
Interest expense, net | (1,222) | (1,325) | (2,497) |
Change in fair value of common stock warrant liabilities | 87,922 | (23,049) | 0 |
Other income (expense), net | 49 | (21,400) | 3,720 |
Loss before income taxes | (200,373) | (145,395) | (23,605) |
(Benefit) provision for income taxes | (18,996) | 115 | 0 |
Net loss | $ (181,377) | $ (145,510) | $ (23,605) |
Net loss per share attributable to common stockholders: | |||
Basic (in dollars per share) | $ (0.47) | $ (0.49) | $ (0.09) |
Diluted (in dollars per share) | $ (0.69) | $ (0.49) | $ (0.09) |
Weighted average shares outstanding: | |||
Basic (in shares) | 384,625,249 | 294,549,146 | 261,228,108 |
Diluted (in shares) | 388,549,673 | 294,549,146 | 261,228,108 |
Other comprehensive loss: | |||
Change in unrealized loss on available-for-sale investments, net of tax | $ (248) | $ 0 | $ 0 |
Total other comprehensive loss: | (248) | 0 | 0 |
Comprehensive loss: | $ (181,625) | $ (145,510) | $ (23,605) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Old Skillz Common Stock | Old Skillz Preferred Stock | Preferred Stock Warrants | Common Stock Warrants | Common stock | Common stockOld Skillz Common Stock | Common stockOld Skillz Preferred Stock | Common stockPreferred Stock Warrants | Common stockCommon Stock Warrants | Additional paid-in capital | Additional paid-in capitalPreferred Stock Warrants | Additional paid-in capitalCommon Stock Warrants | Accumulated Other Comprehensive Income (Loss) | Accumulated deficit | Accumulated deficitOld Skillz Common Stock | Accumulated deficitOld Skillz Preferred Stock |
Shares, beginning balance (in shares) at Dec. 31, 2018 | 249,900,176 | ||||||||||||||||
Beginning balance at Dec. 31, 2018 | $ 1,076 | $ 25 | $ 67,702 | $ 0 | $ (66,651) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 23,718,385 | ||||||||||||||||
Issuance of redeemable convertible preferred stock | 39,760 | $ 3 | 39,757 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,485,844 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 197 | 197 | |||||||||||||||
Issuance of Old Skillz common stock upon early exercise of stock options with promissory note (in shares) | 8,970,518 | ||||||||||||||||
Issuance of Old Skillz common stock upon early exercise of stock options with promissory note | 0 | $ 1 | (1) | ||||||||||||||
Stock-based compensation | 1,237 | 1,237 | |||||||||||||||
Net loss | (23,605) | (23,605) | |||||||||||||||
Other comprehensive loss | 0 | ||||||||||||||||
Shares, ending balance (in shares) at Dec. 31, 2019 | 286,074,923 | ||||||||||||||||
Ending balance at Dec. 31, 2019 | 18,665 | $ 29 | 108,892 | 0 | (90,256) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 17,834,808 | ||||||||||||||||
Issuance of redeemable convertible preferred stock | 98,305 | $ 2 | 98,303 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 7,642,110 | ||||||||||||||||
Issuance of common stock upon exercise of stock options | 1,243 | $ 1 | 1,242 | ||||||||||||||
Issuance of Old Skillz common stock upon early exercise of stock options with promissory note (in shares) | 12,700,358 | ||||||||||||||||
Issuance of Old Skillz common stock upon early exercise of stock options with promissory note | 0 | $ 1 | (1) | ||||||||||||||
Stock-based compensation | 23,757 | 23,757 | |||||||||||||||
Net loss | (145,510) | (145,510) | |||||||||||||||
Conversion of Old Skillz preferred stock warrants | 654 | 654 | |||||||||||||||
Surrender of common stock upon net settlement of promissory note (in shares) | (1,037,535) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards (in shares) | (1,102,746) | ||||||||||||||||
Taxes paid related to net share settlement of equity awards | (13,404) | (13,404) | |||||||||||||||
Issuance of stock upon exercise of warrants (in shares) | 2,860,974 | 726,063 | |||||||||||||||
Issuance of stock upon exercise of warrants | $ 2 | $ 382 | $ 1 | $ 1 | $ 382 | ||||||||||||
Repurchase of Old Skillz stock (in shares) | (468,270) | (13,739) | |||||||||||||||
Repurchase of Old Skillz stock | $ (1,339) | $ (1,211) | $ (1) | $ (1,339) | $ (1,210) | ||||||||||||
Net Business Combination and PIPE financing (Restated) (in shares) | 44,580,578 | ||||||||||||||||
Net Business Combination and PIPE financing | 75,243 | $ 4 | 75,239 | ||||||||||||||
Other comprehensive loss | 0 | ||||||||||||||||
Shares, ending balance (in shares) at Dec. 31, 2020 | 369,797,524 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | 56,787 | $ 37 | 295,065 | 0 | (238,315) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||
Issuance of redeemable convertible preferred stock (in shares) | 17,000,000 | ||||||||||||||||
Issuance of redeemable convertible preferred stock | $ 402,041 | $ 3 | 402,038 | ||||||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,850,228 | 5,968,161 | |||||||||||||||
Issuance of common stock upon exercise of stock options | $ 3,883 | 3,883 | |||||||||||||||
Stock-based compensation | 60,331 | 60,331 | |||||||||||||||
Net loss | (181,377) | (181,377) | |||||||||||||||
Issuance of stock upon exercise of warrants (in shares) | 11,586,519 | ||||||||||||||||
Issuance of stock upon exercise of warrants | 215,311 | 215,311 | |||||||||||||||
Issuance of common stock for business combination (in shares) | 4,401,633 | ||||||||||||||||
Issuance of common stock for business combination | 66,972 | 66,972 | |||||||||||||||
Other comprehensive loss | (248) | (248) | |||||||||||||||
Shares, ending balance (in shares) at Dec. 31, 2021 | 408,754,000 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | $ 623,700 | $ 40 | $ 1,043,600 | $ (248) | $ (419,692) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Activities | |||
Net loss | $ (181,377) | $ (145,510) | $ (23,605) |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 11,133 | 1,609 | 711 |
Stock-based compensation | 60,331 | 23,757 | 1,237 |
Accretion of unamortized debt discount and amortization of debt issuance costs | 149 | 558 | 2,139 |
Change in fair value | 0 | 21,463 | (3,649) |
Impairment charges | 634 | 3,573 | 0 |
Deferred income taxes | (19,233) | 0 | 0 |
Change in fair value of common stock warrant liabilities | (87,922) | 23,049 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable, net | 203 | 0 | 0 |
Prepaid expenses and other assets | (6,284) | (7,505) | (4,307) |
Operating lease right-of-use assets | (14,511) | ||
Accounts payable | 6,261 | 10,729 | (54) |
Accrued professional fees | (3,739) | 0 | 0 |
Loss contingency accrual | 11,557 | 0 | 0 |
Operating lease liabilities | 15,677 | ||
Other accruals and liabilities | 26,967 | 12,045 | 5,591 |
Net cash used in operating activities | (180,154) | (56,232) | (21,937) |
Investing Activities | |||
Purchases of property and equipment, including internal-use software | (3,236) | (3,246) | (3,223) |
Investment in non-marketable equity securities | (54,769) | 0 | 0 |
Purchases of marketable securities | (504,032) | 0 | 0 |
Proceeds from sales of marketable securities | 2,100 | 0 | 0 |
Cash paid for business acquisition, net of cash acquired | (83,987) | 0 | 0 |
Net cash used in investing activities | (643,924) | (3,246) | (3,223) |
Financing Activities | |||
Principal payments on finance leases obligations | (1,582) | ||
Borrowings under debt agreements, net of issuance costs | 280,897 | 0 | 9,563 |
Payments for debt issuance costs | (3) | (201) | 0 |
Payments under debt agreements | 0 | (10,000) | (3,500) |
Proceeds from issuance of common stock in follow-on offering, net of underwriting commissions, and offering costs | 402,138 | 0 | 0 |
Net cash contributions from Business Combination and PIPE Financing | 0 | 246,484 | 0 |
Payments made towards offering costs | (13,222) | (1,993) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 76,617 | 24,908 |
Net proceeds from exercise of stock options and issuance of common stock | 3,883 | 1,243 | 197 |
Proceeds from exercise of common stock warrants, net of redemptions | 130,571 | 382 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | (13,404) | 0 |
Payments made to repurchase common stock | 0 | (1,339) | 0 |
Payments for redemption of preferred stock | 0 | (1,211) | 0 |
Net cash provided by financing activities | 802,682 | 296,578 | 31,168 |
Net change in cash, cash equivalents and restricted cash | (21,396) | 237,100 | 6,008 |
Cash, cash equivalents and restricted cash – beginning of year | 265,648 | 28,548 | 22,540 |
Cash, cash equivalents and restricted cash – end of year | 244,252 | 265,648 | 28,548 |
Cash paid during the period for: | |||
Interest | 180 | 815 | 269 |
Noncash investing and financing activities: | |||
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock | 0 | 0 | 14,852 |
Settlement of the Redeemable convertible Series E preferred stock forward contract liability | 0 | 21,688 | 0 |
Deferred offering costs and issuance costs in accounts payable and accrued liabilities | 2,004 | 14,065 | 0 |
Issuance of common stock for business combination | 67,051 | 0 | 0 |
Warrant liability reclassified to additional paid-in capital | 84,016 | 0 | 0 |
Payment of promissory notes through surrender of shares | $ 0 | $ 18,673 | $ 0 |
Description of the Business and
Description of the Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation Business 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. The Company was originally incorporated in Delaware on March 2, 2020 as a special purpose acquisition company under the name Flying Eagle Acquisition Corp. (“FEAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving FEAC and one or more operating businesses. On December 16, 2020 (the “Closing”), the Company consummated the merger agreement (the “Merger Agreement”) dated September 1, 2020, by and among, FEAC, Merger Sub Inc., a Delaware corporation (“Merger Sub”), Skillz Inc., a Delaware corporation (“Old Skillz”) and Andrew Paradise (the “Founder”), solely in his capacity as the representative of the stockholders of Old Skillz. Pursuant to the terms of the Merger Agreement, a business combination between FEAC and Old Skillz was effected through the merger of Merger Sub with and into Old Skillz, with Old Skillz surviving as the surviving company and a wholly-owned subsidiary of FEAC (the “Merger” and collectively with the other transaction described in the Merger Agreement, the “FEAC Business Combination”). On the closing date of the business combination, FEAC changed its name to Skillz Inc. (the “Company” or “Skillz”) and Old Skillz changed its name to Skillz Platform Inc. The Company’s common stock is now listed on the NYSE under the symbol “SKLZ” and warrants to purchase the common stock at an exercise price of $11.50 per share were listed on the NYSE under the symbol “SKLZ.WS.” Skillz Platform Inc. was 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 converting to a Delaware corporation with the name Skillz Inc. on April 29, 2013. Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Old Skillz was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old Skillz was determined to be the accounting acquirer based on the following predominant factors: • Old Skillz’s existing stockholders have the greatest voting interest in the Company; • The largest individual minority stockholder in the Company is an existing stockholder of Old Skillz; • Old Skillz’s directors represented the majority of the new board of directors of the Company; • Old Skillz’s senior management is the senior management of the Company; and • Old Skillz is the larger entity based on historical revenue and has the larger employee base. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated 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 consolidated 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, valuation of Public and Private Common Stock Warrants, the fair values of goodwill and intangible assets and the useful lives of the Company’s intangible assets. 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. 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 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 programming 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 the Company’s 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 did not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2021, 2020 and 2019. Games provided by two developer partners (A and B) accounted for approximately 42% and 39% of the Company’s revenue and approximately 59% and 28% of the Company’s revenue in the years ended December 31, 2021 and December 31, 2020, respectively. Games provided by two developer partners (A and C) accounted for approximately 83% and 7% of the Company’s revenue in the year ended December 31, 2019. 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 virtual currency earned for every Competition played based on the amount of the entry fee (“Ticketz”). Ticketz can be redeemed for prizes, including bonus cash prizes, a promotional incentive that cannot be withdrawn and can only be used by end-users to enter into paid entry fee contests (“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, 2021, 2020, and 2019, the Company recognized a reduction of revenue of $74.1 million, $51.3 million, and $27.7 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, 2021, 2020, and 2019, the Company recognized sales and marketing expense of $176.1 million, $91.5 million, and $45.2 million, respectively, related to these end-user incentives. 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. Total marketing promotions accounted for as sales and marketing expense recognized in the years ended December 31, 2021, 2020, and 2019 were $187.6 million, $99.8 million, and $50.7 million, respectively. Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, direct software costs, amortization of internal use software, hosting expenses, allocation of shared facility and other costs, server costs, personnel expenses, and amortization of developed technology. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash, money market funds and commercial paper with maturities of three months or less when purchased. Restricted cash maintained under an agreement that legally restricts the use of such funds is not included within cash and cash equivalents and is reported within other long-term assets and other current assets as of December 31, 2021. Restricted cash is comprised of $2.9 million which is pledged in the form of a letter of credit for the Company’s San Francisco office lease. A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Cash and cash equivalents $ 241,332 $ 262,728 Restricted cash included in other long-term assets of December 31, 2021 and 2020, respectively 2,920 2,920 Cash, cash equivalents and restricted cash $ 244,252 $ 265,648 Concentrations of Credit Risk Financial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash, and marketable securities. 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. Marketable securities are primarily consisted of U.S government, corporate debt securities, asset backed securities, commercial paper, and debt instruments issued by foreign governments. The Company limits the amount of credit exposure to any one issuer. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. Accounts Receivable, Net Accounts receivable, net, is comprised of trade accounts receivable recorded at the invoiced amounts for programmatic media campaigns, net of an allowance for credit losses. The allowance for credit losses is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when there are specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. At December 31, 2021, the Company’s allowance for credit losses on accounts receivable was not significant to the consolidated financial statements. Fair Value Measurement The Company applies fair value accounting for financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated 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. Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated balance sheets. The fair value of debt was estimated using primarily level 2 inputs including quoted market prices or present value of future payments discounted by the market interest rates or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities. Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash consideration, to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level, which is the same or one level below the operating segment. The Company has one operating segment. The Company identifies its reporting unit by assessing whether there are components of its operating segment which constitute businesses for which discrete financial information is available and reviewed regularly by the segment manager. The Company tests goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations. When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss. Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. Impairment of Long-Lived Assets Long-lived assets consist of property, plant equipment and intangible assets with estimable useful lives subject to depreciation and amortization. Intangible assets consist of purchased intangible assets including developed technology, customer relationships, trademarks and tradenames and are amortized over their useful lives ranging from one Investments The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are classified as non-current marketable securities. Marketable securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income (loss). Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, the Company employs a systematic methodology that considers available quantitative and qualitative evidence. In addition, the Company considers specific adverse conditions related to the financial health of, and business outlook for, the investee. If the Company plans to sell the security or it is more likely than not that the Company will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company has elected to measure its existing investments in non-marketable equity securities at cost, less impairments, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer (“measurement alternative”). This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election and would be measured at fair value. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities. If an impairment exists, a loss is recognized in the consolidated statements of operations and comprehensive loss for the amount by which the carrying value exceeds the fair value of the investment. Gains and losses resulting from the remeasurement of non-marketable equity securities, including impairment, are recorded through other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company separately presents investments in non-marketable equity securities within long-term assets on the consolidated balance sheets. Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and comprehensive loss and are expensed when incurred. For the years ended December 31, 2021, 2020, and 2019, advertising expenses, not including marketing promotions related to the Company’s end-user incentive programs, were $242.2 million, $136.8 million, and $53.5 million, respectively. Public and Private Common Stock Warrant Liabilities As part of FEAC’s initial public offering, FEAC issued to third party investors 69.0 million units, consisting of one share of Class A common stock of FEAC and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of FEAC’s initial public offering, FEAC completed the private sale of 10,033,333 warrants to FEAC’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). In connection with the FEAC Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 Private Warrants. Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the FEAC Business Combination, 17,249,977 Public Warrants and 5,016,666 Private Warrants remained outstanding as of December 31, 2020. Zero Public warrants and 4,535,728 Private Warrants remained outstanding as of December 31, 2021. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. Because the Public Warrants were publicly traded and thus had an observable market price in an active market, they were valued based on their trading price as of each reporting date. The Private Warrants were valued using the Black-Scholes-Merton Option (“BSM”) pricing model that is based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. 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 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 derivative financial instruments that are classified as assets or liabilities are recognized at fair value with changes in fair value recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. 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. The compensation expense related to awards with performance conditions is recognized over the requisite service period when the performance conditions are probable of being achieved. The compensation expense related to awards with market conditions is recognized on an accelerated attribution basis over the requisite service period identified as the derived service period over which the market conditions are expected to be achieved, and is not reversed if the market condition is not satisfied. See Note 13 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options and restricted stock units. The fair value of stock options that vest solely based on a service condition is determined by the 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 —Subsequent to the FEAC Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the FEAC Business Combination, the absence of an active market for the Company’s common stock required 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 prior to the FEAC Business |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combinations | Business Combinations Reverse Recapitalization with Flying Eagle Acquisition Corp. As discussed in Note 1, on December 16, 2020, the Company consummated the Merger Agreement dated September 1, 2020, with Old Skillz surviving the merger as a wholly owned subsidiary of the Company. Shares of Old Skillz common stock issued and outstanding were canceled and converted into the right to receive 0.7471 shares of common stock. Unless otherwise stated, the Exchange Ratio was applied to the number of shares and share prices of Old Skillz throughout these consolidated financial statements. At the effective time of the FEAC Business Combination (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, holders of 359,518,849 shares of Old Skillz (“Stock Election Shares”) received merger consideration in the form of 191,932,860 shares of the Company’s Class A common stock and 76,663,551 shares of the Company’s Class B common stock, and holders of 75,786,931 shares of Old Skillz (“Cash Election Shares”) received cash consideration of $566,204,152. Pursuant to the Merger Agreement, Eagle Equity Partners II, LLC (the “Sponsor”) delivered 10,000,000 of its shares of FEAC Class B common stock into escrow that were subject to forfeiture if certain earnout conditions described more fully in the Merger Agreement were not satisfied. The earnout conditions have been fully satisfied and, in March 2021, the Earnout Shares (as defined below) were released from escrow in accordance with the terms of the Merger Agreement. When the earnout conditions were fully satisfied, 5,000,000 of such shares were released to the Sponsor in the form of shares of the Company’s Class A common stock (the “Sponsor Earnout Shares”), and the other 5,000,000 shares were released to the Old Skillz stockholders (the “Skillz Earnout Shares”, and collectively with the Sponsor Earnout Shares, the “Earnout Shares”), who received shares of the Company’s common stock as a result of the FEAC Business Combination in the form of shares of Class A common stock of the Company (other than the Founder and a trust for the benefit of his family members, who received shares of Class B common stock of the Company). The Earnout Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and recorded in additional paid-in capital. Upon the closing of the FEAC Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 635,000,000 shares, $0.0001 par value per share, of which, 500,000,000 shares are designated as Class A common stock, 125,000,000 shares are designated as Class B common stock, and 10,000,000 shares are designated as preferred stock. In connection with the FEAC Business Combination, certain institutional investors (the “Investors”) purchased from the Company an aggregate of 15,853,052 shares of Class A common stock (the “Private Placement”), for a purchase price of $10.00 per share and an aggregate purchase price of $158.5 million (the “Private Placement Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of September 1, 2020. The FEAC Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the FEAC Business Combination was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC were stated at historical cost, with no goodwill or other intangible assets recorded. The following table reconciles the elements of the FEAC Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2020: Recapitalization Cash - FEAC trust and cash, net of redemptions $ 689,979 Cash - Private Placement Financing 158,531 Non-cash net assets assumed from FEAC — Less: cash consideration paid to Old Skillz stockholders (566,204) Less: transaction costs and advisory fees incurred by FEAC (35,822) Net cash contributions from FEAC Business Combination and PIPE Financing 246,484 Less: non-cash fair value of Public and Private Common Stock Warrants (1) (155,183) Less: non-cash net assets assumed from FEAC — Less: accrued transaction costs and advisor fees incurred by Skillz (16,058) Net FEAC Business Combination and PIPE financing $ 75,243 (1) Net of $1.0 million of transaction costs and advisor fees incurred by Skillz attributable to the Public and Private Common Stock Warrants. The number of shares of common stock issued immediately following the consummation of the Business Combination (share numbers are not in thousands): Recapitalization Common stock, outstanding prior to FEAC Business Combination 69,000,000 Less: redemption of FEAC shares (2,140) Common stock of FEAC 68,997,860 FEAC sponsor shares 6,350,200 Earnout shares 10,000,000 Shares issued in Private Placement Financing 15,853,052 FEAC Business Combination and Private Placement Financing shares - Class A common stock 101,201,112 Old Skillz shares converted to New Skillz Class A common stock (1) 191,932,861 Old Skillz shares converted to New Skillz Class B common stock (2) 76,663,551 Total shares of common stock immediately after FEAC Business Combination 369,797,524 (1) The number of Old Skillz shares converted to Class A common stock was determined from 332,690,933 shares of Old Skillz Class B common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of redeemable convertible preferred stock, converted at the Exchange Ratio, less 56,620,419 shares of New Skillz stock which were repurchased from Old Skillz stockholders as part of the FEAC Business Combination. All fractional shares were rounded down. (2) The number of Old Skillz shares converted to Class B common stock was determined from the 102,614,847 shares of Old Skillz Class A common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of convertible preferred stock, converted at the Exchange Ratio. All fractional shares were rounded down. Acquisition of Aarki, Inc. On July 16, 2021, the Company completed the acquisition of Aarki, Inc. (“Aarki”) and acquired 100% of the outstanding equity and voting interest of Aarki under the terms of the Agreement and Plan of Merger. The Company transferred $162.3 million in consideration comprised of $95.3 million in cash and the remaining $67.1 million comprised of 4.4 million of Skillz Class A common stock to the existing Aarki stockholders. The addition of Aarki’s technology-driven marketing platform is expected to result in significant efficiencies in user-acquisition costs, which can be reinvested to acquire more users to accelerate growth and provide a broader product offering, including media buying capabilities to better serve game developers. The financial results of Aarki have been included in the Company’s consolidated financial statements since the date of the acquisition. The Company has included the financial results of Aarki in the consolidated financial statements from the date of acquisition. During the year ended December 31, 2021, Aarki contributed revenue of $11.9 million and a net loss of $5.6 million. The following table summarizes the fair value of the purchase price to acquire Aarki: Description Amount Cash $ 95,296 Common stock issued (1) 67,051 Total purchase price $ 162,347 _______________ (1) The fair value of the Skillz Class A Common Stock issued in the merger is based on 4,401,663 shares issued on the July 16, 2021 acquisition date at the closing price of the Company’s common stock on such date of $15.23 per share. The following is an allocation of the purchase price as of July 16, 2021, the acquisition closing date, based on an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 11,309 Accounts receivable, net 13,700 Prepaid expenses and other current assets 356 Property, plant and equipment, net 5,075 Intangible assets, net 86,800 Other long-term assets 91 Accounts payable (445) Accrued professional fees (3,145) Other current liabilities (16,471) Deferred tax liabilities (20,075) Other long-term liabilities (1,693) Identifiable net assets acquired 75,502 Goodwill 86,845 Total purchase price $ 162,347 Subsequent to the closing of the acquisition of Aarki, there was a measurement period adjustment to reduce the deferred tax liabilities by $0.4 million. The following is a summary of identifiable intangible assets acquired and their expected lives: Type Weighted-average useful life (in years) Fair Value Developed technology 8 $ 60,400 Customer relationships 3 26,200 Trademark and trade name 0.3 200 Total identifiable intangible assets acquired $ 86,800 Assumptions in the Allocation of Purchase Price The Company prepared the purchase price allocation for Aarki and engaged a third party valuation expert to calculate the fair value of identifiable intangible assets. Estimates of fair value require management to make significant estimates and assumptions. The goodwill recognized is attributable primarily to the acquired workforce, expected cost-saving synergies and other benefits that the Company believes will result from use of the Aarki technology-driven marketing platform with the operations of Skillz. The goodwill recorded in connection with the Aarki acquisition is not expected to be deductible for tax purposes. Certain liabilities included in the purchase price allocation are based on management’s best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. Updates to the valuations of certain assets acquired and liabilities assumed and including our evaluation of certain tax positions may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill amounts in subsequent periods. The Company expects to complete the purchase price allocations within 12 months of the acquisition date. The fair value of the identified intangible assets acquired from the Aarki acquisition was estimated using income approaches. Under the income approach, an intangible asset’s fair value is equal to the present value of future economic benefits to be derived from ownership of the asset. Indications of value are developed by discounting future net cash flows to their present value at market-based rates of return. More specifically, the fair value of the developed technology was determined using the multi-period excess earnings method (“MPEEM”). MPEEM is an income approach to the fair value measurement attributable to a specific intangible asset being valued from the asset grouping’s overall cash-flow stream. MPEEM isolates the expected future discounted cash-flow stream to its net present value. Significant factors considered in the calculation of the developed technology intangible asset were the projected revenue, gross margins, operating expenses, technology migration curve and research and development costs attributed to maintenance of the acquired technology, along with the discount rate used to derive the estimated present value of future cash flows. The fair value of customer relationships was estimated using the "with and without" income approach, which measures the difference between cash flows generated assuming the existence of the current customer relationships and the cash flows assuming those relationships do not exist and are replaced over time. Estimated costs on projected revenues, excluding acquired contract backlog, were made using historical data pertaining to sales to new and existing customers. The Company valued the finite-lived trademark and trade name using the relief-from-royalty method income approach. The Company applied judgment which involved the use of significant assumptions with respect to its income forecast such as the level and timing of future cash flows. We believe the level and timing of expected future cash flows appropriately reflects market participant assumptions. Transaction Costs The Company incurred transaction costs of approximately $8.0 million for the year ended December 31, 2021 in connection with the business combination for legal, accounting and other professional services fees. These costs are included in the general and administrative expenses on the consolidated statement of operations and comprehensive loss. Direct and incremental transaction costs related to equity offerings that would not otherwise have been incurred are treated as a reduction of the cash proceeds and are deducted from the Company’s additional paid-in capital. Accordingly, $0.1 million was incurred related to equity issuance costs for the year ended December 31, 2021 in connection with the issuance of Skillz Class A shares to the Aarki stockholders. Pro-Forma Financial Information The financial information in the table below summarizes the combined results of operations of the Company and Aarki, on a pro forma basis, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place on January 1, 2020 or of results that may occur in the future. The table below presents the pro forma revenue and net loss of the Company for the year ended December 31, 2021 and 2020. These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. The pro forma results include adjustments primarily related to purchase accounting adjustments, acquisition costs and other non-recurring charges incurred which are included in the earliest period presented. The table below presents the unaudited pro forma revenue and net loss for the years ended December 31, 2021 and 2020. Year Ended December 31, 2021 2020 Revenue $ 398,923 $ 258,654 Net loss $ (193,755) $ (149,107) |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Balance Sheet Components | Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Credit card processing reserve $ 9,527 $ 5,854 Prepaid expenses 5,681 3,772 Other current assets 1,496 865 Prepaid expenses and other current assets $ 16,704 $ 10,491 The Company recorded an impairment charge of $3.4 million related to prepaid expenses and other current assets for the year ended December 31, 2020, in connection with a lease agreement for corporate facilities. There was no impairment charge for the year ended December 31, 2021. Property and Equipment, Net Property and equipment consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Capitalized internal-use software $ 6,569 $ 6,167 Computer equipment and servers 2,267 631 Furniture and fixtures 400 184 Leasehold improvements 114 114 Construction in progress 2,544 1,037 Finance lease right-of-use assets 5,226 — Total property and equipment 17,120 8,133 Accumulated depreciation and amortization (7,132) (2,841) Property and equipment, net $ 9,988 $ 5,292 Depreciation and amortization expense related to property and equipment was $3.5 million, $1.6 million, and $0.7 million in 2021, 2020, and 2019, respectively. Intangible Assets, Net The components of intangible assets consisted of the following as of December 31, 2021: Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 7.58 $ 60,400 $ (3,460) $ 56,940 Customer relationships 2.58 26,200 (4,003) 22,197 Trademark and trade name — 200 (200) — Intangible assets, net $ 86,800 $ (7,663) $ 79,137 The following table sets forth the activity related to finite-lived intangible assets: Year Ended December 31, 2021 Beginning balance at December 31, 2020 $ — Additions 86,800 Amortization (7,663) Ending balance at December 31, 2021 $ 79,137 The following table summarizes amortization expense associated with finite-lived intangible assets recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 as follows: Year Ended December 31, 2021 Cost of revenue $ 3,460 Sales and marketing 4,003 General and administrative 200 Total amortization expense $ 7,663 The following table outlines the estimated future amortization expense related to finite intangible assets as of December 31, 2021: Amount 2022 $ 16,283 2023 16,283 2024 12,281 2025 7,550 2026 7,550 Thereafter 19,190 Total $ 79,137 Goodwill The following table presents details of the Company’s goodwill for the year ended December 31, 2021: Goodwill Balance as of December 31, 2020 $ — Goodwill acquired 87,230 Goodwill measurement period adjustment (Note 3) (385) Balance as of December 31, 2021 $ 86,845 Other Current Liabilities Other current liabilities consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Accrued sales and marketing expenses $ 28,895 $ 7,204 Accrued compensation 12,108 3,825 Accrued publisher fees 3,912 — End-user liability, net 4,118 2,789 Accrued developer revenue share 1,655 907 Finance lease obligations, current 2,447 — Other accrued expenses 11,584 4,893 Other current liabilities $ 64,719 $ 19,618 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements As of December 31, 2021 and 2020, the recorded values of cash and cash equivalents, restricted cash and accounts receivable 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, 2021 and 2020 were $241.3 million and $262.7 million, respectively, and were comprised of cash on hand, money market funds, and highly liquid investments with original contractual maturity dates of three months or less. Cash and money market funds are classified within Level 1 of the fair value hierarchy. Highly liquid investments such as commercial papers and corporate bonds are classified within Level 2 of the fair value hierarchy. The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Available-for-Sale Investments Asset backed securities $ — $ 111,552 $ — $ 111,552 Certificates of deposits — 6,002 — 6,002 Corporate notes and bonds — 206,989 — 206,989 Commercial paper — 109,391 — 109,391 Foreign government securities — 8,181 — 8,181 US Government Securities 86,787 — — 86,787 Total assets $ 86,787 $ 442,114 $ — $ 528,902 Liabilities: Common Stock Warrants Public Common Stock Warrants $ — $ — $ — $ — Private Common Stock Warrants — — 6,293 6,293 Total liabilities $ — $ — $ 6,293 $ 6,293 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common Stock Warrants Public Common Stock Warrants $ 124,545 $ — $ — $ 124,545 Private Common Stock Warrants — — 53,687 53,687 Total liabilities $ 124,545 $ — $ 53,687 $ 178,232 Available-for-Sale Investments Available-for-sale investments were classified within Level 1 or Level 2 because the Company’s use quoted market prices or alternative pricing sources and models utilizing market observable inputs to determine their fair value. The market values of Level 2 investments are determined based on observable inputs for the securities other than quoted prices, such as interest rates, yield curves, and credit spreads, or quoted prices for identical or similar securities in markets that are not considered active. There were no transfers between levels during the periods presented. Public and Private Common Stock Warrants The Public Warrants were classified within Level 1 as they are publicly traded and had an observable market price in an active market, and were fully redeemed as of December 31, 2021. The Private Warrants were classified within Level 3 as they were valued based on a BSM pricing model, which involved the use of certain unobservable inputs, such as expected volatility estimated based on the average historical stock price volatility of comparable companies. As of December 31, 2021 and 2020, the fair value of the Private Warrants liability was $6.2 million and $53.7 million, respectively. The following is a rollforward of balances for Private Warrants: Private Warrants Balance at December 31, 2020 $ 53,687 Private warrant shares exercised (3,706) Fair market value adjustment (43,688) Balance as of December 31, 2021 $ 6,293 Forward Contract Liability The Company had no outstanding forward contract liability as it was settled during the year ended December 31, 2020. Prior to the FEAC Business Combination, 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. 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 in 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 consolidated statements of operations and comprehensive loss. The table below reflects the fair value measurement of the Company’s Level 3 inputs as of September 10, 2020, the date on which the Redeemable Convertible Series E preferred forward contract liability was settled, prior to giving effect to the FEAC Business Combination: Fair Value as of September 10, 2020 Valuation Technique Unobservable Input 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 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. Earnout Shares Pursuant to the Merger Agreement, FEAC delivered 10,000,000 of its shares of FEAC Class B common stock into escrow that are subject to forfeiture if certain earnout conditions described more fully in the Merger Agreement are not satisfied. If the earnout conditions are fully satisfied, 5,000,000 of such shares will be released to the Sponsor in the form of shares of Class A common stock of New Skillz, and the other 5,000,000 shares will be released to the Old Skillz stockholders, who will receive shares of New Skillz common stock as a result of the FEAC Business Combination in the form of shares of Class A common stock of New Skillz (other than the Founder and a trust for the benefit of his family members, who will receive shares of Class B common stock of New Skillz), in each case as further described in the Merger Agreement. The fair value of the Earnout Shares of $172.3 million was 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. The Earnout Shares were included in the net consideration from the FEAC Business Combination and recorded in Additional paid-in capital with a corresponding offset to Additional paid-in capital. In January 2021, the conditions for the release of the Earnout Shares were satisfied. The Sponsor released 10,000,000 of its shares of FEAC Class B common stock from escrow as certain earnout conditions were satisfied. 5,000,000 of such shares were released to the Sponsor in the form of shares of the Company’s Class A common stock and the other 5,000,000 shares were released to the Old Skillz stockholders, who received shares of the Company’s common stock as a result of the FEAC Business Combination in the form of shares of Class A common stock of the Company (other than the Founder and a trust for the benefit of his family members, who received shares of Class B common stock of the Company). |
Investments
Investments | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Investments Investment Components The components of investments were as follows: Adjusted Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities - Marketable Securities - December 31, 2021 Changes in Fair Value Recorded in Other Comprehensive Loss Asset backed securities $ 111,619 $ 1 $ (68) $ 111,552 $ — $ 5,372 $ 106,180 Certificates of deposits 6,002 — — 6,002 — 6,002 — Corporate notes and bonds 207,169 21 (201) 206,990 3,026 132,688 71,276 Commercial paper 109,391 — — 109,391 24,193 85,198 — Money market funds 51,768 — — 51,768 51,768 — Foreign government securities 8,186 — (5) 8,181 — 3,008 5,173 US government securities 86,783 4 — 86,787 — 86,787 — Total investments $ 580,918 $ 26 $ (274) $ 580,671 $ 78,987 $ 319,055 $ 182,629 The Company did not have marketable securities during the year ended December 31, 2020. Non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of the Company’s investments without readily determinable fair values was $55.6 million as of December 31, 2021 and is classified within “Investments in non-marketable equity securities” in our consolidated balance sheets. The Company did not have any investments without readily determinable fair values as of December 31, 2020. The Company did not record any adjustments to the carrying value of its non-marketable equity securities accounted for under the measurement alternative, and did not recognize any gains or losses related to the sale of non-marketable equity securities in the year ended December 31, 2021. Unrealized Losses on Marketable Securities The Company did not have any marketable securities with unrealized losses for more than 12 months. Unrealized losses from fixed-income securities are primarily attributable to changes in interest rates. Marketable Securities Maturities Adjusted Estimated Cost Basis Fair Value December 31, 2021 Due in one year or less $ 319,137 $ 319,053 Due after one year through five years 182,793 182,631 Due after five years through 10 years — — Total $ 501,930 $ 501,684 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Long-Term Debt Components of long-term debt were as follows as of December 31, 2021: December 31, 2021 2021 Senior Secured Notes $ 300,000 Unamortized discount and issuance costs (21,111) Net carrying amount $ 278,889 Current portion of long-term debt $ — Non-current portion of Long-term debt $ 278,889 There was no long-term debt outstanding as of December 31, 2020. 2021 Senior Secured Notes In December 2021, the Company entered into a $300 million 10.25% secured notes in a private placement to certain institutional buyers. The interest is payable semiannually on June 15 and December 15 of each year, beginning on June 15, 2022. The effective interest rate on the notes is 12.14%. The notes will mature on December 15, 2026 unless repurchased or redeemed earlier. The secured notes contain customary covenants restricting the Company’s ability to incur debt, incur liens, make distributions to stockholders, make certain transactions with our affiliates, as well as certain other financial covenants. The Company was in compliance with all covenants as of December 31, 2021. In accounting for the senior secured notes, discount and issuance costs of $21.1 million were deducted from the carrying value in the consolidated balance sheet. Issuance costs will be recognized as interest expense over the five-year term of the senior secured notes. The senior secured notes are classified as Level 2 financial instruments, and its fair value is presented for disclosure purposes only. As the senior secured notes were issued close to year end on December 20, 2021, the Company determined the fair value of the notes approximates the principal amounts as of December 31, 2021. Interest is paid semi-annually. No cash has been paid for interest for the year of 2021. The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2021: Amount 2022 $ — 2023 — 2024 — 2025 — 2026 300,000 Total $ 300,000 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The Company is a party to various non-cancelable operating lease agreements for certain of its offices. The Company is a party to various non-cancelable finance lease agreements for certain network equipment. The leases have original lease periods expiring between 2022 to 2030. Some leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, lease term and discount rate for the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Finance leases Amortization of assets under finance leases $ 1,144 Interest 237 Total finance lease costs $ 1,381 Operating lease cost $ 3,309 Variable lease cost $ 241 Short-term lease rent expense $ 388 Weighted-average remaining lease term Operating leases 7.4 years Finance leases 1.9 years Weighted-average discount rate Operating leases 11.3 % Finance leases 10.4 % Operating lease expense was $6.5 million and $1.9 million for the years ended December 31, 2020 and 2019, respectively, under ASC 840. The following table outlines future minimum lease payments under the Company’s non-cancellable leases as of December 31, 2021: Operating Leases Finance Leases 2022 $ 3,788 $ 2,703 2023 3,070 1,138 2024 2,691 64 2025 2,513 — 2026 2,588 — Thereafter 9,204 — Total undiscounted cash flows 23,854 3,905 Less: Imputed interest (8,177) (313) Present value of lease liabilities $ 15,677 $ 3,592 Lease liabilities, current 2,110 2,447 Lease liabilities, non-current 13,567 1,145 Present value of lease liabilities $ 15,677 $ 3,592 As of December 31, 2021, the Company does not have additional operating and finance leases not yet commenced. Supplemental cash flow information related to leases for the year ended December 31, 2021 are as follows: Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases included in cash from operating activities $ 3,027 Payments for finance leases included in cash from operating activities $ 237 Payments for finance leases included in cash from financing activities $ 1,582 Assets obtained in exchange for lease obligations : Operating leases $ 16,075 Finance leases $ 5,266 |
Leases | Leases The Company is a party to various non-cancelable operating lease agreements for certain of its offices. The Company is a party to various non-cancelable finance lease agreements for certain network equipment. The leases have original lease periods expiring between 2022 to 2030. Some leases include one or more options to renew. The Company does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. The lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. The components of lease costs, lease term and discount rate for the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Finance leases Amortization of assets under finance leases $ 1,144 Interest 237 Total finance lease costs $ 1,381 Operating lease cost $ 3,309 Variable lease cost $ 241 Short-term lease rent expense $ 388 Weighted-average remaining lease term Operating leases 7.4 years Finance leases 1.9 years Weighted-average discount rate Operating leases 11.3 % Finance leases 10.4 % Operating lease expense was $6.5 million and $1.9 million for the years ended December 31, 2020 and 2019, respectively, under ASC 840. The following table outlines future minimum lease payments under the Company’s non-cancellable leases as of December 31, 2021: Operating Leases Finance Leases 2022 $ 3,788 $ 2,703 2023 3,070 1,138 2024 2,691 64 2025 2,513 — 2026 2,588 — Thereafter 9,204 — Total undiscounted cash flows 23,854 3,905 Less: Imputed interest (8,177) (313) Present value of lease liabilities $ 15,677 $ 3,592 Lease liabilities, current 2,110 2,447 Lease liabilities, non-current 13,567 1,145 Present value of lease liabilities $ 15,677 $ 3,592 As of December 31, 2021, the Company does not have additional operating and finance leases not yet commenced. Supplemental cash flow information related to leases for the year ended December 31, 2021 are as follows: Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases included in cash from operating activities $ 3,027 Payments for finance leases included in cash from operating activities $ 237 Payments for finance leases included in cash from financing activities $ 1,582 Assets obtained in exchange for lease obligations : Operating leases $ 16,075 Finance leases $ 5,266 |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course and conduct of our business and has certain unresolved claims pending, the outcomes of which are not determinable at this time. 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, 2021. 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, except as set forth herein, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss. On May 15, 2019, a former employee of the Company filed a suit against the Company in the San Francisco Superior Court in California for claims including breach of contract, retaliation and wrongful termination. The case was tried in September 2021 and the jury ruled in favor of the former employee and rendered a verdict against the Company for $11.6 million in compensatory damages. Accordingly, the Company has recorded a loss contingency accrual and corresponding general and administrative expense for this amount. The Company believes that the jury verdict is the result of significant trial error and seeks to overturn the verdict in post-trial motions before the court and, if necessary, appeal the matter. |
Retirement Plans
Retirement Plans | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Retirement Plans | 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 years ended December 31, 2021 and December 31, 2020 were $0.3 million and $0.1 million, respectively. No contributions for eligible employees were made for the year ended December 31, 2019. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Common Stock Warrants | Common Stock Warrants As of December 31, 2021, the Company had zero Public Warrants and 4,535,728 Private Warrants outstanding. As of December 31, 2020, the Company had 17,249,977 Public Warrants and 5,016,666 Private Warrants outstanding. During the year ended December 31, 2021, 11,361,683 and 480,938 of Public Warrants and Private Warrants, respectively, were exercised for total proceeds of $130,658 and zero, respectively. As part of FEAC’s initial public offering, 17,250,000 Public Warrants were sold. The Public Warrants entitled the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants were only exercisable for a whole number of shares of Class A common stock. No fractional shares were issued upon exercise of the warrants. The Public Warrants had an expiration date of 5:00 p.m. New York City time on December 16, 2025, or earlier upon redemption or liquidation. The Public Warrants were listed on the NYSE under the symbol “SKLZ.WS.” The Company was permitted to call the Public Warrants for redemption starting anytime, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of Class A common stock equaled or exceeded $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 the Company sent the notice of redemption to the warrant holders, provided there was an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants at such time. On July 16, 2021, the Company announced the redemption of all Public Warrants that remained outstanding on August 16, 2021. On August 16, 2021, 5,888,294 Public Warrants remained unexercised at 5pm New York City time, and such warrants expired and were no longer exercisable, and the holders of those Public Warrants were entitled to receive only the redemption price of $0.01 per warrant. Simultaneously with FEAC’s initial public offering, FEAC consummated a private placement of 10,033,333 Private Placement Warrants with FEAC’s sponsor. In connection with the FEAC Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 private placement warrants. Each outstanding Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, expect with respect to voting and conversion. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share. Shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon transfer. Any dividends paid to the holders of Class A common stock and Class B common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock and Class B common stock. As of December 31, 2021 and December 31, 2020, the Company has authorized a total of 635 million shares, consisting of 500 million shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), 125 million shares of Class B Common Stock, par value $0.0001 per share (“Class B Common Stock”), and 10 million shares of Preferred Stock, par value $0.0001 per share (“preferred stock”). In March 2021, the Company completed an underwritten public offering of its Class A common stock and issued 17,000,000 shares of Class A common stock, for an aggregate purchase price of $408.0 million, before issuance costs of $5.9 million. In connection with the public offering, certain stockholders of the Company sold an aggregate of 19.8 million shares, including the full exercise of the underwriters’ option to purchase an additional 4.8 million additional shares. The purchase price per share, net of the underwriter discount, was $23.34. The Company incurred transaction costs of $6.8 million in connection with this sale of shares by certain stockholders, which was recorded as a General and administrative expense. Old Skillz Redeemable Convertible Preferred Stock 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 $21.516. In conjunction with the issuance of the redeemable convertible Series D-1 preferred stock, $9.8 million of the convertible promissory notes issued in 2018, plus accrued interest, were converted into shares of redeemable convertible Series D-1 preferred stock. In March 2019, $5.0 million of the convertible promissory notes issued in 2018 plus accrued interest were converted into shares of redeemable convertible Series D preferred stock. In April and May 2020, Old Skillz 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 $43.11. The Series E Stock Purchase Agreement required the Old Skillz 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, Old Skillz 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 $43.11. During the year ended December 31, 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 consolidated statements of operations. Immediately prior to the completion of the FEAC Business Combination on December 16, 2020, all outstanding shares of the Company’s redeemable convertible preferred stock converted into shares of common stock. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Stock Based Compensation The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2021, 2020 and 2019, as follows: 2021 2020 2019 Research and development $ 7,416 $ 6,110 $ 181 Sales and marketing 8,770 4,505 111 General and administrative 44,145 13,142 945 Total stock-based compensation expense $ 60,331 $ 23,757 $ 1,237 Equity Incentive Plans 2012, 2015, and 2017 Equity Incentive Plans Prior to the FEAC Business Combination, the Company maintained a stock based compensation plan. Old Skillz’s 2012, 2015, and 2017 Equity Incentive Plans (the “Legacy Equity Incentive Plans”) provided for the grant of stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Options were granted at a price per share equal to the fair market value of the underlying common stock at the date 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 Legacy Equity Incentive Plans may not exceed ten years from date of grant. Each Old Skillz option from the Legacy Equity Incentive Plans that was outstanding immediately prior to the FEAC Business Combination, whether vested or unvested, was converted into an option to acquire a number of shares of Class A Common Stock (other than in the case of the Founder, who received options exercisable for Class B common stock of the Company) (each such option, an "Exchanged Option") equal to the product (rounded down to the nearest whole number) of (i) the number of shares of Old Skillz common stock subject to such Old Skillz option immediately prior to the FEAC Business Combination and (ii) the Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Old Skillz option immediately prior to the consummation of the FEAC Business Combination, divided by (B) the Exchange Ratio. Except as specifically provided in the FEAC Business Combination Agreement, following the FEAC Business Combination, each Exchanged Option will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Old Skillz option immediately prior to the consummation of the FEAC Business Combination. All stock option activity was retroactively restated to reflect the Exchanged Options. Skillz Inc. 2020 Omnibus Incentive Plan In December 2020, the Board of Directors of the Company adopted the Skillz Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the FEAC Business Combination and succeeds the Company’s legacy equity incentive plans. Under the 2020 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 of the underlying common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant. Restricted stock units (“RSUs”) are also granted under the 2020 Plan. These awards typically have a cliff vesting period of one year and continue to vest quarterly thereafter. The 2020 Plan also permits the Company to grant stock-based awards with performance or market conditions. In connection with the closing of the FEAC Business Combination, the Company entered into certain option agreements that include vesting conditions contingent upon the attainment of volume weighted average price targets related to the Company’s Class A common stock on the NYSE. The 2020 Plan permits the Company to deliver up to 47,841,859 shares of common stock pursuant to awards issued under the 2020 Plan, consisting of 15,000,000 shares which may be of Class A and/or Class B common stock, 24,669,278 shares of Class A common stock and 8,172,581 shares of Class B common stock. The total number of shares of Class A common stock and Class B common stock that will be reserved and that may be issued under the 2020 Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2021, by a number of shares equal to five percent 5% of the total number of shares of Class A common stock and Class B common stock, respectively, outstanding on the last day of the prior calendar year. Stock Options and Restricted Stock Units Stock option and RSU activity during the year ended December 31, 2021 is as follows (in thousands, except for share, per share, and contractual term data): Options Outstanding Restricted Stock Units Number of Number of Weighted- Weighted- Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Balance at December 31, 2020 35,500,603 38,404,493 $ 5.89 8.27 $ 542,074 341,256 $ 17.68 Options and restricted stock units granted (8,494,636) 64,839 12.58 8,424,462 14.32 Options exercised and restricted stock units released — (5,850,228) 0.66 (117,933) 17.40 Options and restricted stock units canceled 5,939,704 (4,892,016) 1.17 (1,047,688) 23.37 Balance at December 31, 2021 32,945,671 27,727,088 $ 7.79 7.04 $ 113,110 7,600,097 $ 13.17 Exercisable at December 31, 2020 14,248,234 $ 0.18 6.45 $ 282,364 Exercisable at December 31, 2021 13,157,036 $ 0.15 5.17 $ 95,946 Unvested at December 31, 2020 24,156,259 $ 9.25 9.34 $ 259,710 Unvested at December 31, 2021 14,570,052 $ 14.69 8.72 $ 17,164 The number of unvested stock options as of December 31, 2021 and December 31, 2020 does not include 8.2 million and 13.3 million shares of restricted common stock, respectively, previously issued upon the early exercise of grants by certain executives. The number of RSUs granted does not include 0.9 million performance based RSUs which the Company issued in 2021 and 2020, as the performance-based RSUs are not deemed granted for accounting purposes. The number of RSUs granted excludes 16.1 million of performance stock units granted in September 2021 to the Chief Executive Officer. Refer to the 2021 CEO Performance Award disclosure below for further details. As of December 31, 2021, unrecognized stock-based compensation expense related to unvested stock options, restricted common stock, RSUs, performance-based RSUs and performance stock units was $245.7 million. The weighted-average period over which such compensation expense will be recognized is 3.41 years. The aggregate intrinsic value of options exercised was $69.8 million, $89.9 million and $0.5 million during the years ended December 31, 2021, 2020 and 2019, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Expected volatility 48.71% 45% – 50% 47.17% – 55.47% Risk-free interest rate 0.02% 0.27% – 1.44% 1.57% – 2.64% Expected term (in years) 0.25 4.14-6.25 5.00 – 6.86 Expected dividend yield — — — Weighted average estimated fair value of stock options granted during the year $15.63 $5.06 $0.21 For the year ended December 31, 2021, the above assumptions were used to estimate the fair value of certain stock options previously granted to the CFO, that were modified as part of the transition and release agreement. 2021 CEO Performance Award In September 2021, the Company granted the Company’s Chief Executive Officer (“CEO”), an award of up to 16.1 million performance stock units (the “CEO Performance Award”) under the Company’s 2020 Plan, pursuant to which the CEO may earn one share of the Company’s Class A Common Stock for each performance stock unit that vests based on the achievement of certain Market Capitalization Milestones (as defined in the award agreement for the CEO Performance Award, the “Award Agreement”). The performance stock units are divided into four tranches, with each tranche corresponding to a Market Capitalization Milestone ranging from two to five times the Company’s market capitalization baseline. Each tranche will vest if and when the Company’s market capitalization equals or exceeds the corresponding Market Capitalization Milestone at any point during the seven-year performance period following the grant date (the “Performance Period”). For purposes of determining achievement of the Market Capitalization Milestones, the Company’s market capitalization is calculated based on the trailing 60-trading day volume weighted average price per share (“VWAP”) of the Company’s Class A common stock and the average number of outstanding shares during such period. At the end of the Performance Period, a tranche may vest pro-rata using straight-line interpolation. The Company’s market capitalization baseline is calculated using the trailing 30-trading day VWAP of the Company’s Class A common stock on the grant date and the average number of outstanding shares during such period. In the event of the termination of the CEO’s service as Chief Executive Officer (or Chairman and Chief Product Officer) of the Company other than (i) by the Company for Cause (as defined in the Award Agreement) or (ii) by the CEO without Good Reason (as defined in the Award Agreement), any unvested tranche will remain outstanding until the earlier of nine months following such termination of service and the end of the Performance Period and will vest if and when the Market Capitalization Milestones are achieved. Any unvested performance stock units will be forfeited automatically upon any other termination of the CEO’s service as Chief Executive Officer (or Chairman and Chief Product Officer) of the Company. If a Change in Control occurs during the Performance Period, any unvested tranche shall vest as of the effective time of such Change in Control to the extent that the Market Capitalization Milestones are achieved, using the higher of (1) the Company’s 60-trading day VWAP prior to the effective time of the Change in Control and (2) the price per share received by the Company’s stockholders in the Change in Control. The $70.8 million grant date fair value of the CEO Performance Award was 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. During the year ended December 31, 2021, the Company recognized $5.6 million in compensation expense related to this grant. As of December 31, 2021, the unrecognized stock-based compensation cost related to non-vested CEO Performance Award was $65.1 million. The Company expects this cost to be recognized over a remaining weighted-average period of approximately 3.89 years. Employee Stock Purchase Plan In June 2021, the Company commenced its first offering period under the Skillz, Inc. Employee Stock Purchase Plan (the employee Stock Purchase Plan), which assists employees in acquiring a stock ownership interest in the Company and encourages them to remain in the employment of the Company. The Employee Stock Purchase Plan is intended to qualify under Section 423 of the Internal Revenue Code. The employee Stock Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during specified offering periods. No employee may purchase more than $25 thousand worth of stock in any calendar year. The price of shares purchased under the Employee Stock Purchase Plan is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. The total Employee Stock Purchase plan expense for the year ended December 31, 2021 was immaterial. Founders’ Option Agreements In December 2020, in connection with the closing of the FEAC Business Combination, the Company entered into option agreements with each of the CEO and CRO (the “Option Agreements”) awarding options to purchase (i) 9,960,000 shares of New Skillz Class B common stock to the CEO and (ii) 2,040,000 shares of New Skillz Class A common stock to the CRO. The options will vest in three equal increments as follows (i) one-third (1/3) of the options shall vest and become exercisable as of the date, following the grant date, that the volume weighted average price on the NYSE over a ten (10) trading day period of underlying New Skillz Class A common stock (“VWAP”) equals or exceeds 3.0x the VWAP of the shares as of the Closing Date, (ii) one-third (1/3) of the options shall vest and become exercisable as of the date, following the grant date, that the VWAP of the shares equals or exceeds 4.0x the VWAP of the shares as of the Closing Date; and (iii) one-third (1/3) of the options shall vest and become exercisable as of the date, following the grant date, that the VWAP of the shares equals or exceeds 5.0x the VWAP of the shares as of the Closing Date. The $93.4 million grant date fair value of the Founders’ Options was 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. The significant inputs to the valuation included the Company’s Class A stock price and the risk-free interest rate as of the grant date, as well as the estimated volatility of the Company’s Class A common stock. For the year ended December 31, 2021, the Company recognized $19.4 million in compensation expense related to these grants. As of December 31, 2021, the unrecognized stock-based compensation cost related to non-vested Founders’ Option Agreements was $73.2 million. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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. For financial reporting purposes, Loss before (benefits) provision for income taxes, includes the following components: Year Ended December 31, 2021 2020 2019 Domestic $ (200,485) $ (145,395) $ (23,605) Foreign 112 — — Total $ (200,373) $ (145,395) $ (23,605) The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 214 115 — Foreign 23 — — Total Current 237 115 — Deferred: Federal (17,182) — — State (2,051) — — Foreign — — — Total Deferred (19,233) — — Provision for income taxes $ (18,996) $ 115 $ — 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, 2021 2020 2019 U.S. Federal provision (benefit) At statutory rate $ (42,125) $ (30,533) $ (5,956) State taxes (1,481) 90 — Valuation allowance 38,456 26,245 6,320 Stock based compensation (1,834) (7,257) (182) Permanent differences related to fair value adjustments (18,464) 8,573 — Other permanent differences 6,452 2,997 (182) Total $ (18,996) $ 115 $ — 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: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 105,317 $ 47,864 Stock-based compensation 2,682 2,492 Reserves and accruals 5,154 1,239 Lease liabilities 3,750 — Other 632 291 Total deferred tax assets $ 117,535 $ 51,886 Less: valuation allowance (95,857) (51,859) Deferred tax assets, net of valuation allowance $ 21,678 $ 27 Deferred tax liabilities: Intangibles (18,930) — Property and Equipment (120) (27) Right of use assets (3,471) — Total deferred tax liabilities (22,521) (27) Net deferred tax assets $ (843) $ — 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, 2021 and 2020, the Company has provided a full valuation allowance on its net deferred tax assets. The change in total valuation allowance from 2020 to 2021 was an increase of $44.0 million. The purchase accounting for the Aarki acquisition gave rise to a deferred tax liability during the year ended December 31, 2021; this resulted in a partial release of prior valuation allowance and a discrete benefit of $18.6 million was recorded. The Company has net operating loss carryforwards for federal and state income tax purposes of approximately $442.3 million and $151.9 million, respectively, as of December 31, 2021. The federal and state net operating loss carryforwards, if not utilized, will expire beginning in 2033 and 2032, respectively. $406.3 million of the federal net operating loss carryforwards are not subject to expiration. 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 performed a Section 382 study as of December 31, 2021 and does not expect any net operating losses to expire unused due to Section 382 limitations. 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 material reserves for uncertain tax positions. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related-Party TransactionsAside from Executive grants discussed in Note 13, the Company did not have any other significant related party transactions in the years ended December 31, 2021, 2020, and 2019. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Net loss per share calculations for all periods prior to the FEAC Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the FEAC Business Combination to effect the reverse recapitalization. Subsequent to the FEAC Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding. 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 are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The effect of potentially dilutive common shares is reflected in diluted loss per share by application of the treasury stock method. 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): Year Ended December 31, 2021 2020 2019 Numerator: Net loss – basic $ (181,377) $ (145,510) $ (23,605) Denominator: Weighted average common shares outstanding – basic 384,625,249 294,549,146 261,228,108 Net loss per share attributable to common stockholders – basic $ (0.47) $ (0.49) $ (0.09) Numerator: Net loss – basic $ (181,377) $ (145,510) $ (23,605) Decrease in fair value of public and private common stock warrant liabilities (87,922) — — Net loss – diluted (269,299) (145,510) (23,605) Denominator: Weighted average common shares outstanding – basic 384,625,249 294,549,146 261,228,108 Incremental common shares from assumed exercise of public and private common stock warrants 3,924,424 — — Weighted average common shares outstanding – diluted 388,549,673 294,549,146 261,228,108 Net loss per share attributable to common stockholders – diluted $ (0.69) $ (0.49) $ (0.09) 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): December 31, Number of Securities Outstanding 2021 2020 2019 Common and preferred stock warrants — 22,314,778 3,635,180 Common stock options 35,895,960 51,735,883 37,206,199 Performance stock units 16,146,630 — — Restricted stock units 7,600,097 341,256 — Earnout shares — 10,000,000 — Total 59,642,687 84,391,917 40,841,379 |
Geographical Information
Geographical Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Information | Geographical Information No sales to a country other than the United States accounted for more than 10% of revenue for fiscal years 2021, 2020, or 2019. Revenue, classified by the major geographic areas where the end users were located when they entered paid competitions, was as follows: Year Ended December 31, 2021 2020 2019 United States $ 320,111 $ 202,887 $ 111,066 Other countries 63,978 27,228 8,806 Total $ 384,089 $ 230,115 $ 119,872 Property and equipment, net and operating lease right-of-use assets by geography is as follows: Year Ended December 31, 2021 2020 United States $ 20,997 $ 5,292 Other countries 3,502 — Total $ 24,499 $ 5,292 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Old Skillz was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz was treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old Skillz was determined to be the accounting acquirer based on the following predominant factors: • Old Skillz’s existing stockholders have the greatest voting interest in the Company; • The largest individual minority stockholder in the Company is an existing stockholder of Old Skillz; • Old Skillz’s directors represented the majority of the new board of directors of the Company; • Old Skillz’s senior management is the senior management of the Company; and • Old Skillz is the larger entity based on historical revenue and has the larger employee base. |
Use of Estimates | Use of Estimates The preparation of consolidated 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 consolidated 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, valuation of Public and Private Common Stock Warrants, the fair values of goodwill and intangible assets and the useful lives of the Company’s intangible assets. 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. |
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 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 programming 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 the Company’s 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 did not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of December 31, 2021, 2020 and 2019. Games provided by two developer partners (A and B) accounted for approximately 42% and 39% of the Company’s revenue and approximately 59% and 28% of the Company’s revenue in the years ended December 31, 2021 and December 31, 2020, respectively. Games provided by two developer partners (A and C) accounted for approximately 83% and 7% of the Company’s revenue in the year ended December 31, 2019. 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 virtual currency earned for every Competition played based on the amount of the entry fee (“Ticketz”). Ticketz can be redeemed for prizes, including bonus cash prizes, a promotional incentive that cannot be withdrawn and can only be used by end-users to enter into paid entry fee contests (“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, 2021, 2020, and 2019, the Company recognized a reduction of revenue of $74.1 million, $51.3 million, and $27.7 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 |
Cost of Revenue | Cost of Revenue Cost of revenue primarily comprises of third-party payment processing fees, direct software costs, amortization of internal use software, hosting expenses, allocation of shared facility and other costs, server costs, personnel expenses, and amortization of developed technology. |
Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents consist of cash, money market funds and commercial paper with maturities of three months or less when purchased. |
Concentrations of Credit Risk | Concentrations of Credit RiskFinancial instruments that potentially subject the Company to significant concentrations of credit risk consist of cash, cash equivalents, restricted cash, and marketable securities. 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. Marketable securities are primarily consisted of U.S government, corporate debt securities, asset backed securities, commercial paper, and debt instruments issued by foreign governments. The Company limits the amount of credit exposure to any one issuer. Management believes that the institutions are financially stable and, accordingly, minimal credit risk exists. |
Accounts Receivable, Net | Accounts Receivable, NetAccounts receivable, net, is comprised of trade accounts receivable recorded at the invoiced amounts for programmatic media campaigns, net of an allowance for credit losses. The allowance for credit losses is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the consolidated statements of operations and comprehensive loss. The Company assesses collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on an individual basis when there are specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. |
Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated 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. Certain financial instruments, including debt, are not measured at fair value on a recurring basis in the consolidated balance sheets. The fair value of debt was estimated using primarily level 2 inputs including quoted market prices or present value of future payments discounted by the market interest rates or the fixed rates based on current rates offered to the Company for debt with similar terms and maturities. |
Business Combinations | Business Combinations The results of businesses acquired in a business combination are included in our consolidated financial statements from the date of the acquisition. The Company uses the acquisition method of accounting and allocates the purchase price, including the fair value of any non-cash consideration, to the identifiable assets and liabilities of the relevant acquired business at their acquisition date fair values. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. While the Company uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, its estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations and comprehensive loss. Determining the fair value of assets acquired and liabilities assumed requires the Company to perform valuations with significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Transaction costs associated with business combinations are expensed as incurred, and are included in general and administrative expense in the consolidated statements of operations and comprehensive loss. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price over the fair value of net assets acquired in a business combination. Goodwill is tested for impairment at the reporting unit level, which is the same or one level below the operating segment. The Company has one operating segment. The Company identifies its reporting unit by assessing whether there are components of its operating segment which constitute businesses for which discrete financial information is available and reviewed regularly by the segment manager. The Company tests goodwill for impairment at least annually during the fourth fiscal quarter, or more frequently if indicators of impairment exist during the fiscal year. Events or circumstances which could trigger an impairment review include a significant adverse change in legal factors or in the business climate, loss of key customers, an adverse action or assessment by a regulator, unanticipated competition, a loss of key personnel, significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends or significant underperformance relative to expected historical or projected future results of operations. When testing goodwill for impairment, the Company first performs a qualitative assessment. If the Company determines it is not more likely than not a reporting unit’s fair value is less than its carrying amount, then no further analysis is necessary. If the Company determines it is more likely than not that a reporting unit’s fair value is less than its carrying amount, then the Company compares the estimated fair value of the reporting unit with its carrying amount, including goodwill. If the estimated fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired. If, however, the fair value of the reporting unit is less than its carrying amount, then such balance would be recorded as an impairment loss. Any impairment loss is limited to the carrying amount of goodwill allocated to the reporting unit. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist of property, plant equipment and intangible assets with estimable useful lives subject to depreciation and amortization. Intangible assets consist of purchased intangible assets including developed technology, customer relationships, trademarks and tradenames and are amortized over their useful lives ranging from one |
Investments | Investments The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash equivalents. The fair values of these investments approximate their carrying values. In general, investments with original maturities of greater than three months and remaining maturities of less than one year are classified as short-term investments. Investments with maturities beyond one year are classified as non-current marketable securities. Marketable securities are classified as available-for-sale and realized gains and losses are recorded using the specific identification method. Changes in fair value, excluding credit losses and impairments, are recorded in other comprehensive income (loss). Fair value is calculated based on publicly available market information or other estimates determined by management. If the cost of an investment exceeds its fair value, the Company evaluates, among other factors, general market conditions, credit quality of debt instrument issuers, and the extent to which the fair value is less than cost. To determine credit losses, the Company employs a systematic methodology that considers available quantitative and qualitative evidence. In addition, the Company considers specific adverse conditions related to the financial health of, and business outlook for, the investee. If the Company plans to sell the security or it is more likely than not that the Company will be required to sell the security before recovery, then a decline in fair value below cost is recorded as an impairment charge in other income (expense), net and a new cost basis in the investment is established. If market, industry, and/or investee conditions deteriorate, the Company may incur future impairments. The Company has elected to measure its existing investments in non-marketable equity securities at cost, less impairments, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer (“measurement alternative”). This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election and would be measured at fair value. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities. If an impairment exists, a loss is recognized in the consolidated statements of operations and comprehensive loss for the amount by which the carrying value exceeds the fair value of the investment. Gains and losses resulting from the remeasurement of non-marketable equity securities, including impairment, are recorded through other income (expense), net in the consolidated statement of operations and comprehensive loss. The Company separately presents investments in non-marketable equity securities within long-term assets on the consolidated balance sheets. |
Advertising and Promotional Expense | Advertising and Promotional ExpenseAdvertising and promotional expenses are included in sales and marketing expenses within the statements of operations and comprehensive loss and are expensed when incurred. |
Private and Public Common Stock warrant Liabilities; Derivative Financial Instruments | Public and Private Common Stock Warrant Liabilities As part of FEAC’s initial public offering, FEAC issued to third party investors 69.0 million units, consisting of one share of Class A common stock of FEAC and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of FEAC’s initial public offering, FEAC completed the private sale of 10,033,333 warrants to FEAC’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). In connection with the FEAC Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 Private Warrants. Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the FEAC Business Combination, 17,249,977 Public Warrants and 5,016,666 Private Warrants remained outstanding as of December 31, 2020. Zero Public warrants and 4,535,728 Private Warrants remained outstanding as of December 31, 2021. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations and comprehensive loss at each reporting date. Because the Public Warrants were publicly traded and thus had an observable market price in an active market, they were valued based on their trading price as of each reporting date. The Private Warrants were valued using the Black-Scholes-Merton Option (“BSM”) pricing model that is based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. 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 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 derivative financial instruments that are classified as assets or liabilities are recognized at fair value with changes in fair value recognized as a component of other income (expense), net in the consolidated statements of operations and comprehensive loss. |
Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. 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. The compensation expense related to awards with performance conditions is recognized over the requisite service period when the performance conditions are probable of being achieved. The compensation expense related to awards with market conditions is recognized on an accelerated attribution basis over the requisite service period identified as the derived service period over which the market conditions are expected to be achieved, and is not reversed if the market condition is not satisfied. See Note 13 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options and restricted stock units. The fair value of stock options that vest solely based on a service condition is determined by the 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 —Subsequent to the FEAC Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the FEAC Business Combination, the absence of an active market for the Company’s common stock required 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 prior to the FEAC Business Combination, 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 — Given the limited market trading history prior to the FEAC Business Combination and no public market for the Company’s shares prior to the FEAC Business Combination, the expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group. • 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, expected capital raise percentage and market capitalization milestones. Given the limited market trading history subsequent to the FEAC Business Combination and no public market for the Company’s shares prior to the FEAC Business Combination, 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, the expected capital raise percentage and the expected achievement date of market capitalization milestones based on management’s expectations at the time of measurement of the award’s value. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred 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 its net 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 positions 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 positions 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 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 |
Leases | Leases The Company has adopted Accounting Standards Update No. 2016-02, Leases (Topic 842) (ASU 2016-02) retroactively as of January 1, 2021, using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application. Results and disclosure requirements for reporting periods beginning after January 1, 2021 are presented under Topic 842, while prior period amounts have not been adjusted and continue to be reported in accordance with our historical accounting under Topic 840. The Company elected the package of practical expedients permitted under the transition guidance, which allowed it to carry forward our historical lease classification, our assessment on whether a contract was or contains a lease, and our assessment of initial direct costs for any leases that existed prior to January 1, 2021. The Company also elected to combine its lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of income on a straight-line basis over the lease term. Additionally, the Company applies a portfolio approach to effectively account for the operating and finance lease right-of-use (ROU) assets and lease liabilities. As of the adoption date, the Company recognized total ROU assets of $13.7 million, with corresponding lease liabilities of $14.6 million on the consolidated balance sheets. The ROU assets include adjustments for prepayments and accrued lease payments. The adoption did not impact our beginning accumulated deficit, or our prior year consolidated statements of operations and comprehensive loss and statements of cash flows. Under Topic 842, the Company determines if an arrangement is a lease at inception. ROU assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement. As most of the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The determination of an appropriate incremental borrowing rate requires judgment. The Company determines its incremental borrowing rate based on publicly available data for instruments with similar characteristics, including recently issued debt, as well as other factors. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that it will exercise such options. When determining the probability of exercising such options, the Company considers contract-based, asset-based, entity-based, and market-based factors. The Company’s lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations and comprehensive loss. The Company’s lease agreements generally do not contain any residual value guarantees or restrictive covenants. ROU assets related to the Company’s operating leases are included in operating lease ROU assets, while the corresponding lease liabilities are included in current and non-current operating lease liabilities on our consolidated balance sheets. ROU assets related to the Company’s finance leases are included in property and equipment, while the corresponding lease liabilities are included in other current liabilities other non-current long-term liabilities |
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 stock options, warrants, restricted stock, and contingently issuable earnout shares. The Company considers 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. Net loss per share calculations for all periods prior to the FEAC Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the FEAC Business Combination to effect the reverse recapitalization. Subsequent to the FEAC Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding. |
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. During the year ended December 31, 2021, the Company continued to operate as a single operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for the purposes of making operating decisions, allocation of resources, and evaluating financial performance. |
Recently Issued Accounting Pronouncements Not Yet Adopted; Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements Not Yet Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and subsequent amendment to the initial guidance: ASU 2021-01, Reference Rate Reform (Topic 848): Scope (collectively, “Topic 848”). The guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. The guidance generally can be applied from March 12, 2020 through December 31, 2022. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. Recently Adopted Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) 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 Company adopted this standard as of January 1, 2021, with no material impact on the Company’s consolidated 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 and comprehensive loss as the costs related to the hosting fees. The Company adopted this standard as of January 1, 2021, with no material impact on the Company’s consolidated 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 previous credit loss standard generally required that a loss actually be incurred before it is recognized, while the new standard requires recognition of full lifetime expected losses upon initial recognition of the financial instrument. The Company adopted this standard as of January 1, 2021, with no material impact on the Company’s consolidated financial statements. 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 also requires new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. Prior to December 31, 2020, the Company qualified as an emerging growth company (“EGC”) as defined by the SEC. However, this ASU instead became effective for the Company in this Annual Report on Form 10-K for the fiscal year ended December 31, 2021, with an effective date of January 1, 2021, as it no longer qualifies as an emerging growth company as of December 31, 2021. The Company adopted this standard as of January 1, 2021 using the modified retrospective transition approach by applying the new standard to all leases existing at the date of initial application and not restating comparative periods. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the Company’s accounting for finance leases remained substantially unchanged. For information regarding the impact of ASC 842 adoption, see Significant Accounting Policies- Leases above and Note 8 - Leases. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Cash and cash equivalents $ 241,332 $ 262,728 Restricted cash included in other long-term assets of December 31, 2021 and 2020, respectively 2,920 2,920 Cash, cash equivalents and restricted cash $ 244,252 $ 265,648 |
Schedule of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the Company’s cash and cash equivalents in the consolidated balance sheets to cash, cash equivalents and restricted cash in the consolidated statement of cash flows as of December 31, 2021 and 2020 is as follows: December 31, 2021 2020 Cash and cash equivalents $ 241,332 $ 262,728 Restricted cash included in other long-term assets of December 31, 2021 and 2020, respectively 2,920 2,920 Cash, cash equivalents and restricted cash $ 244,252 $ 265,648 |
Summary of Useful Lives | 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 Property and equipment consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Capitalized internal-use software $ 6,569 $ 6,167 Computer equipment and servers 2,267 631 Furniture and fixtures 400 184 Leasehold improvements 114 114 Construction in progress 2,544 1,037 Finance lease right-of-use assets 5,226 — Total property and equipment 17,120 8,133 Accumulated depreciation and amortization (7,132) (2,841) Property and equipment, net $ 9,988 $ 5,292 |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Reconciliation of Business Combination to Cash Flows and Statement of Equity | The following table reconciles the elements of the FEAC Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2020: Recapitalization Cash - FEAC trust and cash, net of redemptions $ 689,979 Cash - Private Placement Financing 158,531 Non-cash net assets assumed from FEAC — Less: cash consideration paid to Old Skillz stockholders (566,204) Less: transaction costs and advisory fees incurred by FEAC (35,822) Net cash contributions from FEAC Business Combination and PIPE Financing 246,484 Less: non-cash fair value of Public and Private Common Stock Warrants (1) (155,183) Less: non-cash net assets assumed from FEAC — Less: accrued transaction costs and advisor fees incurred by Skillz (16,058) Net FEAC Business Combination and PIPE financing $ 75,243 (1) Net of $1.0 million of transaction costs and advisor fees incurred by Skillz attributable to the Public and Private Common Stock Warrants. The number of shares of common stock issued immediately following the consummation of the Business Combination (share numbers are not in thousands): Recapitalization Common stock, outstanding prior to FEAC Business Combination 69,000,000 Less: redemption of FEAC shares (2,140) Common stock of FEAC 68,997,860 FEAC sponsor shares 6,350,200 Earnout shares 10,000,000 Shares issued in Private Placement Financing 15,853,052 FEAC Business Combination and Private Placement Financing shares - Class A common stock 101,201,112 Old Skillz shares converted to New Skillz Class A common stock (1) 191,932,861 Old Skillz shares converted to New Skillz Class B common stock (2) 76,663,551 Total shares of common stock immediately after FEAC Business Combination 369,797,524 (1) The number of Old Skillz shares converted to Class A common stock was determined from 332,690,933 shares of Old Skillz Class B common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of redeemable convertible preferred stock, converted at the Exchange Ratio, less 56,620,419 shares of New Skillz stock which were repurchased from Old Skillz stockholders as part of the FEAC Business Combination. All fractional shares were rounded down. (2) The number of Old Skillz shares converted to Class B common stock was determined from the 102,614,847 shares of Old Skillz Class A common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of convertible preferred stock, converted at the Exchange Ratio. All fractional shares were rounded down. |
Schedule of Business Combination | The following table summarizes the fair value of the purchase price to acquire Aarki: Description Amount Cash $ 95,296 Common stock issued (1) 67,051 Total purchase price $ 162,347 _______________ (1) The fair value of the Skillz Class A Common Stock issued in the merger is based on 4,401,663 shares issued on the July 16, 2021 acquisition date at the closing price of the Company’s common stock on such date of $15.23 per share. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is an allocation of the purchase price as of July 16, 2021, the acquisition closing date, based on an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition: Description Amount Cash and cash equivalents $ 11,309 Accounts receivable, net 13,700 Prepaid expenses and other current assets 356 Property, plant and equipment, net 5,075 Intangible assets, net 86,800 Other long-term assets 91 Accounts payable (445) Accrued professional fees (3,145) Other current liabilities (16,471) Deferred tax liabilities (20,075) Other long-term liabilities (1,693) Identifiable net assets acquired 75,502 Goodwill 86,845 Total purchase price $ 162,347 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following is a summary of identifiable intangible assets acquired and their expected lives: Type Weighted-average useful life (in years) Fair Value Developed technology 8 $ 60,400 Customer relationships 3 26,200 Trademark and trade name 0.3 200 Total identifiable intangible assets acquired $ 86,800 |
Schedule of Pro-Forma Financial Information | The table below presents the pro forma revenue and net loss of the Company for the year ended December 31, 2021 and 2020. These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. The pro forma results include adjustments primarily related to purchase accounting adjustments, acquisition costs and other non-recurring charges incurred which are included in the earliest period presented. The table below presents the unaudited pro forma revenue and net loss for the years ended December 31, 2021 and 2020. Year Ended December 31, 2021 2020 Revenue $ 398,923 $ 258,654 Net loss $ (193,755) $ (149,107) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Credit card processing reserve $ 9,527 $ 5,854 Prepaid expenses 5,681 3,772 Other current assets 1,496 865 Prepaid expenses and other current assets $ 16,704 $ 10,491 |
Schedule of Property and Equipment | 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 Property and equipment consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Capitalized internal-use software $ 6,569 $ 6,167 Computer equipment and servers 2,267 631 Furniture and fixtures 400 184 Leasehold improvements 114 114 Construction in progress 2,544 1,037 Finance lease right-of-use assets 5,226 — Total property and equipment 17,120 8,133 Accumulated depreciation and amortization (7,132) (2,841) Property and equipment, net $ 9,988 $ 5,292 |
Schedule of Finite-Lived Intangible Assets | The components of intangible assets consisted of the following as of December 31, 2021: Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Developed technology 7.58 $ 60,400 $ (3,460) $ 56,940 Customer relationships 2.58 26,200 (4,003) 22,197 Trademark and trade name — 200 (200) — Intangible assets, net $ 86,800 $ (7,663) $ 79,137 The following table sets forth the activity related to finite-lived intangible assets: Year Ended December 31, 2021 Beginning balance at December 31, 2020 $ — Additions 86,800 Amortization (7,663) Ending balance at December 31, 2021 $ 79,137 |
Schedule of Amortization Expense | The following table summarizes amortization expense associated with finite-lived intangible assets recognized in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021 as follows: Year Ended December 31, 2021 Cost of revenue $ 3,460 Sales and marketing 4,003 General and administrative 200 Total amortization expense $ 7,663 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table outlines the estimated future amortization expense related to finite intangible assets as of December 31, 2021: Amount 2022 $ 16,283 2023 16,283 2024 12,281 2025 7,550 2026 7,550 Thereafter 19,190 Total $ 79,137 |
Schedule of Goodwill | The following table presents details of the Company’s goodwill for the year ended December 31, 2021: Goodwill Balance as of December 31, 2020 $ — Goodwill acquired 87,230 Goodwill measurement period adjustment (Note 3) (385) Balance as of December 31, 2021 $ 86,845 |
Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Accrued sales and marketing expenses $ 28,895 $ 7,204 Accrued compensation 12,108 3,825 Accrued publisher fees 3,912 — End-user liability, net 4,118 2,789 Accrued developer revenue share 1,655 907 Finance lease obligations, current 2,447 — Other accrued expenses 11,584 4,893 Other current liabilities $ 64,719 $ 19,618 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents the Company’s assets and liabilities that are measured at fair value on a recurring basis: Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Available-for-Sale Investments Asset backed securities $ — $ 111,552 $ — $ 111,552 Certificates of deposits — 6,002 — 6,002 Corporate notes and bonds — 206,989 — 206,989 Commercial paper — 109,391 — 109,391 Foreign government securities — 8,181 — 8,181 US Government Securities 86,787 — — 86,787 Total assets $ 86,787 $ 442,114 $ — $ 528,902 Liabilities: Common Stock Warrants Public Common Stock Warrants $ — $ — $ — $ — Private Common Stock Warrants — — 6,293 6,293 Total liabilities $ — $ — $ 6,293 $ 6,293 Fair Value Measurements as of December 31, 2020 Level 1 Level 2 Level 3 Total Liabilities: Common Stock Warrants Public Common Stock Warrants $ 124,545 $ — $ — $ 124,545 Private Common Stock Warrants — — 53,687 53,687 Total liabilities $ 124,545 $ — $ 53,687 $ 178,232 |
Reconciliation of Level 3 Liabilities | The following is a rollforward of balances for Private Warrants: Private Warrants Balance at December 31, 2020 $ 53,687 Private warrant shares exercised (3,706) Fair market value adjustment (43,688) Balance as of December 31, 2021 $ 6,293 |
Summary of Level 3 Inputs and Valuation Techniques | The table below reflects the fair value measurement of the Company’s Level 3 inputs as of September 10, 2020, the date on which the Redeemable Convertible Series E preferred forward contract liability was settled, prior to giving effect to the FEAC Business Combination: Fair Value as of September 10, 2020 Valuation Technique Unobservable Input 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 |
Investments (Tables)
Investments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Components of Investments | The components of investments were as follows: Adjusted Cost Basis Unrealized Gains Unrealized Losses Fair Value Cash and Cash Equivalents Marketable Securities - Marketable Securities - December 31, 2021 Changes in Fair Value Recorded in Other Comprehensive Loss Asset backed securities $ 111,619 $ 1 $ (68) $ 111,552 $ — $ 5,372 $ 106,180 Certificates of deposits 6,002 — — 6,002 — 6,002 — Corporate notes and bonds 207,169 21 (201) 206,990 3,026 132,688 71,276 Commercial paper 109,391 — — 109,391 24,193 85,198 — Money market funds 51,768 — — 51,768 51,768 — Foreign government securities 8,186 — (5) 8,181 — 3,008 5,173 US government securities 86,783 4 — 86,787 — 86,787 — Total investments $ 580,918 $ 26 $ (274) $ 580,671 $ 78,987 $ 319,055 $ 182,629 |
Schedule of Debt Investment Maturities | Marketable Securities Maturities Adjusted Estimated Cost Basis Fair Value December 31, 2021 Due in one year or less $ 319,137 $ 319,053 Due after one year through five years 182,793 182,631 Due after five years through 10 years — — Total $ 501,930 $ 501,684 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Components of long-term debt were as follows as of December 31, 2021: December 31, 2021 2021 Senior Secured Notes $ 300,000 Unamortized discount and issuance costs (21,111) Net carrying amount $ 278,889 Current portion of long-term debt $ — Non-current portion of Long-term debt $ 278,889 |
Schedule of Maturities | The following table outlines maturities of our long-term debt, including the current portion, as of December 31, 2021: Amount 2022 $ — 2023 — 2024 — 2025 — 2026 300,000 Total $ 300,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Lease Costs, Lease Term, Discount Rate and Supplemental Cash Flow Information | The components of lease costs, lease term and discount rate for the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Finance leases Amortization of assets under finance leases $ 1,144 Interest 237 Total finance lease costs $ 1,381 Operating lease cost $ 3,309 Variable lease cost $ 241 Short-term lease rent expense $ 388 Weighted-average remaining lease term Operating leases 7.4 years Finance leases 1.9 years Weighted-average discount rate Operating leases 11.3 % Finance leases 10.4 % Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases included in cash from operating activities $ 3,027 Payments for finance leases included in cash from operating activities $ 237 Payments for finance leases included in cash from financing activities $ 1,582 Assets obtained in exchange for lease obligations : Operating leases $ 16,075 Finance leases $ 5,266 |
Schedule of Maturities of Finance Lease Liabilities | The following table outlines future minimum lease payments under the Company’s non-cancellable leases as of December 31, 2021: Operating Leases Finance Leases 2022 $ 3,788 $ 2,703 2023 3,070 1,138 2024 2,691 64 2025 2,513 — 2026 2,588 — Thereafter 9,204 — Total undiscounted cash flows 23,854 3,905 Less: Imputed interest (8,177) (313) Present value of lease liabilities $ 15,677 $ 3,592 Lease liabilities, current 2,110 2,447 Lease liabilities, non-current 13,567 1,145 Present value of lease liabilities $ 15,677 $ 3,592 |
Schedule of Maturities of Operating Lease Liabilities | The following table outlines future minimum lease payments under the Company’s non-cancellable leases as of December 31, 2021: Operating Leases Finance Leases 2022 $ 3,788 $ 2,703 2023 3,070 1,138 2024 2,691 64 2025 2,513 — 2026 2,588 — Thereafter 9,204 — Total undiscounted cash flows 23,854 3,905 Less: Imputed interest (8,177) (313) Present value of lease liabilities $ 15,677 $ 3,592 Lease liabilities, current 2,110 2,447 Lease liabilities, non-current 13,567 1,145 Present value of lease liabilities $ 15,677 $ 3,592 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense recognized for the years ended December 31, 2021, 2020 and 2019, as follows: 2021 2020 2019 Research and development $ 7,416 $ 6,110 $ 181 Sales and marketing 8,770 4,505 111 General and administrative 44,145 13,142 945 Total stock-based compensation expense $ 60,331 $ 23,757 $ 1,237 |
Summary of Stock Option and RSU Activity | Stock option and RSU activity during the year ended December 31, 2021 is as follows (in thousands, except for share, per share, and contractual term data): Options Outstanding Restricted Stock Units Number of Number of Weighted- Weighted- Aggregate Number of Plan shares outstanding Weighted-Average Grant Date Fair Value per share Balance at December 31, 2020 35,500,603 38,404,493 $ 5.89 8.27 $ 542,074 341,256 $ 17.68 Options and restricted stock units granted (8,494,636) 64,839 12.58 8,424,462 14.32 Options exercised and restricted stock units released — (5,850,228) 0.66 (117,933) 17.40 Options and restricted stock units canceled 5,939,704 (4,892,016) 1.17 (1,047,688) 23.37 Balance at December 31, 2021 32,945,671 27,727,088 $ 7.79 7.04 $ 113,110 7,600,097 $ 13.17 Exercisable at December 31, 2020 14,248,234 $ 0.18 6.45 $ 282,364 Exercisable at December 31, 2021 13,157,036 $ 0.15 5.17 $ 95,946 Unvested at December 31, 2020 24,156,259 $ 9.25 9.34 $ 259,710 Unvested at December 31, 2021 14,570,052 $ 14.69 8.72 $ 17,164 |
Summary of Stock Option Valuation Assumptions | The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the year ended December 31, 2021, 2020 and 2019 were as follows: 2021 2020 2019 Expected volatility 48.71% 45% – 50% 47.17% – 55.47% Risk-free interest rate 0.02% 0.27% – 1.44% 1.57% – 2.64% Expected term (in years) 0.25 4.14-6.25 5.00 – 6.86 Expected dividend yield — — — Weighted average estimated fair value of stock options granted during the year $15.63 $5.06 $0.21 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax | For financial reporting purposes, Loss before (benefits) provision for income taxes, includes the following components: Year Ended December 31, 2021 2020 2019 Domestic $ (200,485) $ (145,395) $ (23,605) Foreign 112 — — Total $ (200,373) $ (145,395) $ (23,605) |
Schedule of Components of Income Tax Expense (Benefit) | The provision for income taxes consists of the following: Year Ended December 31, 2021 2020 2019 Current: Federal $ — $ — $ — State 214 115 — Foreign 23 — — Total Current 237 115 — Deferred: Federal (17,182) — — State (2,051) — — Foreign — — — Total Deferred (19,233) — — Provision for income taxes $ (18,996) $ 115 $ — |
Schedule of Effective Income Tax Rate Reconciliation | 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, 2021 2020 2019 U.S. Federal provision (benefit) At statutory rate $ (42,125) $ (30,533) $ (5,956) State taxes (1,481) 90 — Valuation allowance 38,456 26,245 6,320 Stock based compensation (1,834) (7,257) (182) Permanent differences related to fair value adjustments (18,464) 8,573 — Other permanent differences 6,452 2,997 (182) Total $ (18,996) $ 115 $ — |
Schedule of 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: December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 105,317 $ 47,864 Stock-based compensation 2,682 2,492 Reserves and accruals 5,154 1,239 Lease liabilities 3,750 — Other 632 291 Total deferred tax assets $ 117,535 $ 51,886 Less: valuation allowance (95,857) (51,859) Deferred tax assets, net of valuation allowance $ 21,678 $ 27 Deferred tax liabilities: Intangibles (18,930) — Property and Equipment (120) (27) Right of use assets (3,471) — Total deferred tax liabilities (22,521) (27) Net deferred tax assets $ (843) $ — |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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): Year Ended December 31, 2021 2020 2019 Numerator: Net loss – basic $ (181,377) $ (145,510) $ (23,605) Denominator: Weighted average common shares outstanding – basic 384,625,249 294,549,146 261,228,108 Net loss per share attributable to common stockholders – basic $ (0.47) $ (0.49) $ (0.09) Numerator: Net loss – basic $ (181,377) $ (145,510) $ (23,605) Decrease in fair value of public and private common stock warrant liabilities (87,922) — — Net loss – diluted (269,299) (145,510) (23,605) Denominator: Weighted average common shares outstanding – basic 384,625,249 294,549,146 261,228,108 Incremental common shares from assumed exercise of public and private common stock warrants 3,924,424 — — Weighted average common shares outstanding – diluted 388,549,673 294,549,146 261,228,108 Net loss per share attributable to common stockholders – diluted $ (0.69) $ (0.49) $ (0.09) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | 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): December 31, Number of Securities Outstanding 2021 2020 2019 Common and preferred stock warrants — 22,314,778 3,635,180 Common stock options 35,895,960 51,735,883 37,206,199 Performance stock units 16,146,630 — — Restricted stock units 7,600,097 341,256 — Earnout shares — 10,000,000 — Total 59,642,687 84,391,917 40,841,379 |
Geographical Information (Table
Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Areas | Revenue, classified by the major geographic areas where the end users were located when they entered paid competitions, was as follows: Year Ended December 31, 2021 2020 2019 United States $ 320,111 $ 202,887 $ 111,066 Other countries 63,978 27,228 8,806 Total $ 384,089 $ 230,115 $ 119,872 |
Schedule of Property and Equipment, Net and Operating Lease Right-Of-Use Assets by Geographic Area | Property and equipment, net and operating lease right-of-use assets by geography is as follows: Year Ended December 31, 2021 2020 United States $ 20,997 $ 5,292 Other countries 3,502 — Total $ 24,499 $ 5,292 |
Description of the Business a_2
Description of the Business and Basis of Presentation (Details) - $ / shares | Dec. 31, 2021 | Dec. 16, 2020 | Mar. 02, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Warrant exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |
Recapitalization exchange ratio | 74.71% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2020$ / sharesshares | Mar. 02, 2020$ / sharesshares | Dec. 31, 2021USD ($)segement$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Mar. 31, 2021$ / shares | Jan. 01, 2021USD ($) | Sep. 30, 2020$ / shares |
Concentration Risk [Line Items] | ||||||||
Reduction to revenue, end-user incentives | $ | $ 74,100 | $ 51,300 | $ 27,700 | |||||
Sales and marketing expense, end-user incentive | $ | 176,100 | 91,500 | 45,200 | |||||
Engagement marketing | $ | 187,600 | 99,800 | 50,700 | |||||
Restricted cash included in other long-term assets of December 31, 2021 and 2020, respectively | $ | $ 2,920 | 2,920 | ||||||
Number of operating segments | segement | 1 | |||||||
Advertising costs | $ | $ 242,200 | $ 136,800 | $ 53,500 | |||||
Number of shares issued (in shares) | 15,853,052 | 69,000,000 | 10,033,333 | |||||
Number of warrants per unit (in shares) | 0.25 | |||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 23.34 | $ 43.11 | ||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||||
Warrants forfeited (in shares) | 5,016,666 | |||||||
Expected dividend yield | 0.00% | |||||||
Right-of-use asset | $ | $ 13,700 | |||||||
Lease liabilities | $ | $ 14,600 | |||||||
Current finance lease liability, extensible enumeration | Other current liabilities | |||||||
Noncurrent finance lease liability, extensible enumeration | Other long-term liabilities | |||||||
Sponsor | ||||||||
Concentration Risk [Line Items] | ||||||||
Warrants forfeited (in shares) | 5,016,666 | |||||||
Public Common Stock Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of shares issued (in shares) | 17,250,000 | |||||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||||
Warrants outstanding (in shares) | 0 | 17,249,977 | ||||||
Private Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of shares issued (in shares) | 10,033,333 | |||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 1.50 | |||||||
Warrants outstanding (in shares) | 4,535,728 | 5,016,666 | ||||||
Class A Common Stock | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of shares per unit (in shares) | 1 | |||||||
Number of shares called by each warrant (in shares) | 1 | 1 | ||||||
Class A Common Stock | Public Common Stock Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of shares called by each warrant (in shares) | 1 | |||||||
Class A Common Stock | Private Warrants | ||||||||
Concentration Risk [Line Items] | ||||||||
Number of shares called by each warrant (in shares) | 1 | |||||||
Minimum | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset, useful life | 1 year | |||||||
Useful life | 3 years | |||||||
Maximum | ||||||||
Concentration Risk [Line Items] | ||||||||
Intangible asset, useful life | 8 years | |||||||
Useful life | 5 years | |||||||
Revenue | Customer Concentration Risk | Game Developer A | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 42.00% | 59.00% | 83.00% | |||||
Revenue | Customer Concentration Risk | Game Developer B | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 39.00% | 28.00% | ||||||
Revenue | Customer Concentration Risk | Game Developer C | ||||||||
Concentration Risk [Line Items] | ||||||||
Concentration risk, percentage | 7.00% |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 241,332 | $ 262,728 | ||
Restricted cash included in other long-term assets of December 31, 2021 and 2020, respectively | 2,920 | 2,920 | ||
Cash, cash equivalents and restricted cash | $ 244,252 | $ 265,648 | $ 28,548 | $ 22,540 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Computer equipment and servers | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Capitalized internal-use software | |
Property, Plant and Equipment [Line Items] | |
Useful life | 3 years |
Office equipment and other | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Business Combinations - Narrati
Business Combinations - Narrative (Details) - USD ($) | Jul. 16, 2021 | Dec. 16, 2020 | Mar. 02, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2020 |
Business Acquisition [Line Items] | ||||||||||
Recapitalization exchange ratio | 74.71% | |||||||||
Common stock, shares outstanding (in shares) | 369,797,524 | |||||||||
Cash consideration | $ 566,204,152 | |||||||||
Shares in escrow (in shares) | 10,000,000 | |||||||||
Number of shares issued in private placement (in shares) | 15,853,052 | 69,000,000 | 10,033,333 | |||||||
Stock sold, price per share (in dollars per share) | $ 10 | $ 10 | $ 23.34 | $ 43.11 | $ 23.34 | |||||
Aggregate consideration | $ 158,500,000 | $ 408,000,000 | $ 11,700,000 | |||||||
Shares authorized (in shares) | 635,000,000 | 635,000,000 | 635,000,000 | |||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 | 625,000,000 | |||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||
Issuance costs | $ 5,900,000 | $ 6,800,000 | ||||||||
Aarki | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Percentage of voting interest acquired | 100.00% | |||||||||
Total purchase price | $ 162,347,000 | |||||||||
Cash | 95,296,000 | |||||||||
Common stock issued | $ 67,051,000 | |||||||||
Number of shares issued (in shares) | 4,401,663 | |||||||||
Revenue since acquisition date | $ 11,900,000 | |||||||||
Net loss since acquisition date | 5,600,000 | |||||||||
Deferred tax liability adjustment | $ (400,000) | |||||||||
Transaction costs | 8,000,000 | |||||||||
Issuance costs | $ 100,000 | |||||||||
Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 340,000,000 | 340,000,000 | 292,000,000 | 332,690,933 | ||||||
Merger consideration (in shares) | 191,932,861 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | ||||||
Class B Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 69,000,000 | 69,000,000 | 78,000,000 | 102,614,847 | ||||||
Merger consideration (in shares) | 76,663,551 | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | 125,000,000 | ||||||
Stock Election Shareholders | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 359,518,849 | |||||||||
Stock Election Shareholders | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Merger consideration (in shares) | 191,932,860 | |||||||||
Stock Election Shareholders | Class B Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Merger consideration (in shares) | 76,663,551 | |||||||||
Cash Election Shareholders | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock, shares outstanding (in shares) | 75,786,931 | |||||||||
FEAC sponsor shares | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares in escrow (in shares) | 5,000,000 | |||||||||
FEAC sponsor shares | Class B Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Shares in escrow (in shares) | 10,000,000 | |||||||||
Sponsor Earnout Shares | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued in private placement (in shares) | 5,000,000 | |||||||||
Skillz Earnout Shares | Class A Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of shares issued in private placement (in shares) | 5,000,000 |
Business Combinations - Reconci
Business Combinations - Reconciliation to Statement of Cash Flows and Statement of Equity (Details) | Dec. 16, 2020USD ($) |
Business Combinations [Abstract] | |
Cash - FEAC trust and cash, net of redemptions | $ 689,979,000 |
Cash - Private Placement Financing | 158,531,000 |
Non-cash net assets assumed from FEAC | 0 |
Less: cash consideration paid to Old Skillz stockholders | (566,204,152) |
Less: transaction costs and advisory fees incurred by FEAC | (35,822,000) |
Net cash contributions from FEAC Business Combination and PIPE Financing | 246,484,000 |
Less: non-cash fair value of Public and Private Common Stock Warrants | (155,183,000) |
Less: accrued transaction costs and advisor fees incurred by Skillz | (16,058,000) |
Net FEAC Business Combination and PIPE financing | 75,243,000 |
Transaction costs and advisor fees | $ 1,000,000 |
Business Combinations - Schedul
Business Combinations - Schedule of Shares Issued (Details) - shares | Dec. 16, 2020 | Dec. 15, 2020 | Dec. 31, 2021 |
Business Combination, Shares Outstanding [Roll Forward] | |||
Earnout shares (in shares) | 10,000,000 | ||
Shares issued in Private Placement Financing (in shares) | 15,853,052 | ||
FEAC Business Combination and Private Placement Financing shares - Class A common stock (in shares) | 101,201,112 | ||
Total shares of common stock immediately after Business Combination (in shares) | 369,797,524 | ||
Class A Common Stock | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Common stock, outstanding prior to Business Combination (in shares) | 332,690,933 | 292,000,000 | |
Less: redemption of FEAC shares (in shares) | (56,620,419) | ||
Old Skillz shares converted to New Skillz common stock (in shares) | 191,932,861 | ||
Total shares of common stock immediately after Business Combination (in shares) | 332,690,933 | 340,000,000 | |
Class B Common Stock | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Common stock, outstanding prior to Business Combination (in shares) | 102,614,847 | 78,000,000 | |
Old Skillz shares converted to New Skillz common stock (in shares) | 76,663,551 | ||
Total shares of common stock immediately after Business Combination (in shares) | 102,614,847 | 69,000,000 | |
Common stock of FEAC | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Common stock (in shares) | 68,997,860 | ||
Earnout shares (in shares) | 5,000,000 | ||
FEAC sponsor shares | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Common stock (in shares) | 6,350,200 | ||
Earnout shares (in shares) | 5,000,000 | ||
FEAC sponsor shares | Class B Common Stock | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Earnout shares (in shares) | 10,000,000 | ||
FEAC | |||
Business Combination, Shares Outstanding [Roll Forward] | |||
Common stock, outstanding prior to Business Combination (in shares) | 69,000,000 | ||
Less: redemption of FEAC shares (in shares) | (2,140) | ||
Total shares of common stock immediately after Business Combination (in shares) | 69,000,000 |
Business Combinations - Acquisi
Business Combinations - Acquisition of Aarki, Inc (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 16, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Goodwill | $ 86,845 | $ 0 | |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 86,800 | ||
Aarki | |||
Business Combination, Consideration Transferred [Abstract] | |||
Cash | $ 95,296 | ||
Common stock issued | 67,051 | ||
Total purchase price | $ 162,347 | ||
Number of shares issued (in shares) | 4,401,663 | ||
Share price (in dollars per share) | $ 15.23 | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Cash and cash equivalents | $ 11,309 | ||
Accounts receivable, net | 13,700 | ||
Prepaid expenses and other current assets | 356 | ||
Property, plant and equipment, net | 5,075 | ||
Intangible assets, net | 86,800 | ||
Other long-term assets | 91 | ||
Accounts payable | (445) | ||
Accrued professional fees | (3,145) | ||
Other current liabilities | (16,471) | ||
Deferred tax liabilities | (20,075) | ||
Other long-term liabilities | (1,693) | ||
Identifiable net assets acquired | 75,502 | ||
Goodwill | 86,845 | ||
Total purchase price | 162,347 | ||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Fair Value | $ 86,800 | ||
Aarki | Developed technology | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average useful life (in years) | 8 years | ||
Fair Value | $ 60,400 | ||
Aarki | Customer relationships | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average useful life (in years) | 3 years | ||
Fair Value | $ 26,200 | ||
Aarki | Trademark and trade name | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Weighted-average useful life (in years) | 3 months 18 days | ||
Fair Value | $ 200 |
Business Combinations - Pro-For
Business Combinations - Pro-Forma Information (Details) - Aarki - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Revenue | $ 398,923 | $ 258,654 |
Net loss | $ (193,755) | $ (149,107) |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Credit card processing reserve | $ 9,527 | $ 5,854 |
Prepaid expenses | 5,681 | 3,772 |
Other current assets | 1,496 | 865 |
Prepaid expenses and other current assets | $ 16,704 | $ 10,491 |
Balance Sheet Components - Narr
Balance Sheet Components - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||
Lease impairment charges | $ 0 | $ 3,400,000 | |
Depreciation | $ 3,500,000 | $ 1,600,000 | $ 700,000 |
Balance Sheet Components - Prop
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 5,226 | |
Total property and equipment | 17,120 | $ 8,133 |
Accumulated depreciation and amortization | (7,132) | (2,841) |
Property and equipment, net | 9,988 | 5,292 |
Capitalized internal-use software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,569 | 6,167 |
Computer equipment and servers | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,267 | 631 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 400 | 184 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 114 | 114 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,544 | $ 1,037 |
Balance Sheet Components - Inta
Balance Sheet Components - Intangible Assets, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 86,800 | |
Accumulated Amortization | (7,663) | |
Net Carrying Amount | 79,137 | $ 0 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 60,400 | |
Accumulated Amortization | (3,460) | |
Net Carrying Amount | $ 56,940 | |
Developed technology | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life | 7 years 6 months 29 days | |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 26,200 | |
Accumulated Amortization | (4,003) | |
Net Carrying Amount | $ 22,197 | |
Customer relationships | Weighted Average | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, useful life | 2 years 6 months 29 days | |
Trademark and trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 200 | |
Accumulated Amortization | (200) | |
Net Carrying Amount | $ 0 |
Balance Sheet Components - Fini
Balance Sheet Components - Finite-Lived Intangible Assets Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-lived Intangible Assets [Roll Forward] | |
Beginning balance at December 31, 2020 | $ 0 |
Additions | 86,800 |
Amortization | (7,663) |
Ending balance at December 31, 2021 | $ 79,137 |
Balance Sheet Components - Amor
Balance Sheet Components - Amortization Expense (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Total amortization expense | $ 7,663 |
Cost of revenue | |
Finite-Lived Intangible Assets [Line Items] | |
Total amortization expense | 3,460 |
Sales and marketing | |
Finite-Lived Intangible Assets [Line Items] | |
Total amortization expense | 4,003 |
General and administrative | |
Finite-Lived Intangible Assets [Line Items] | |
Total amortization expense | $ 200 |
Balance Sheet Components - Futu
Balance Sheet Components - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
2022 | $ 16,283 | |
2023 | 16,283 | |
2024 | 12,281 | |
2025 | 7,550 | |
2026 | 7,550 | |
Thereafter | 19,190 | |
Net Carrying Amount | $ 79,137 | $ 0 |
Balance Sheet Components - Good
Balance Sheet Components - Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Balance as of December 31, 2020 | $ 0 |
Goodwill acquired | 87,230 |
Goodwill measurement period adjustment (Note 3) | (385) |
Balance as of December 31, 2021 | $ 86,845 |
Balance Sheet Components - Othe
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Accrued sales and marketing expenses | $ 28,895 | $ 7,204 |
Accrued compensation | 12,108 | 3,825 |
Accrued publisher fees | 3,912 | 0 |
End-user liability, net | 4,118 | 2,789 |
Accrued developer revenue share | 1,655 | 907 |
Finance lease obligations, current | 2,447 | 0 |
Other accrued expenses | 11,584 | 4,893 |
Other current liabilities | $ 64,719 | $ 19,618 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | Dec. 16, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 31, 2021 |
Class of Stock [Line Items] | |||||
Cash and cash equivalents | $ 241,332 | $ 262,728 | |||
Change in fair value of common stock warrant liabilities | (87,922) | 23,049 | $ 0 | ||
Shares in escrow (in shares) | 10,000,000 | ||||
Fair value | $ 172,300 | ||||
Shares to be released from escrow (in shares) | 10,000,000 | ||||
FEAC sponsor shares | |||||
Class of Stock [Line Items] | |||||
Shares in escrow (in shares) | 5,000,000 | ||||
Shares to be released from escrow (in shares) | 5,000,000 | ||||
Common stock of FEAC | |||||
Class of Stock [Line Items] | |||||
Shares in escrow (in shares) | 5,000,000 | ||||
Shares to be released from escrow (in shares) | 5,000,000 | ||||
Private Warrants | |||||
Class of Stock [Line Items] | |||||
Change in fair value of common stock warrant liabilities | $ 6,200 | $ 53,700 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Values (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Available-for-Sale Investments | $ 0 | |
Liabilities: | ||
Common Stock Warrants | $ 6,293,000 | 178,232,000 |
Fair Value, Recurring | ||
Assets: | ||
Available-for-Sale Investments | 528,902,000 | |
Liabilities: | ||
Total liabilities | 6,293,000 | 178,232,000 |
Fair Value, Recurring | Asset backed securities | ||
Assets: | ||
Available-for-Sale Investments | 111,552,000 | |
Fair Value, Recurring | Certificates of deposits | ||
Assets: | ||
Available-for-Sale Investments | 6,002,000 | |
Fair Value, Recurring | Corporate notes and bonds | ||
Assets: | ||
Available-for-Sale Investments | 206,989,000 | |
Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Available-for-Sale Investments | 109,391,000 | |
Fair Value, Recurring | Foreign government securities | ||
Assets: | ||
Available-for-Sale Investments | 8,181,000 | |
Fair Value, Recurring | US Government Securities | ||
Assets: | ||
Available-for-Sale Investments | 86,787,000 | |
Level 1 | Fair Value, Recurring | ||
Assets: | ||
Available-for-Sale Investments | 86,787,000 | |
Liabilities: | ||
Total liabilities | 0 | 124,545,000 |
Level 1 | Fair Value, Recurring | Asset backed securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 1 | Fair Value, Recurring | Certificates of deposits | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 1 | Fair Value, Recurring | Corporate notes and bonds | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 1 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 1 | Fair Value, Recurring | Foreign government securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 1 | Fair Value, Recurring | US Government Securities | ||
Assets: | ||
Available-for-Sale Investments | 86,787,000 | |
Level 2 | Fair Value, Recurring | ||
Assets: | ||
Available-for-Sale Investments | 442,114,000 | |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | Fair Value, Recurring | Asset backed securities | ||
Assets: | ||
Available-for-Sale Investments | 111,552,000 | |
Level 2 | Fair Value, Recurring | Certificates of deposits | ||
Assets: | ||
Available-for-Sale Investments | 6,002,000 | |
Level 2 | Fair Value, Recurring | Corporate notes and bonds | ||
Assets: | ||
Available-for-Sale Investments | 206,989,000 | |
Level 2 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Available-for-Sale Investments | 109,391,000 | |
Level 2 | Fair Value, Recurring | Foreign government securities | ||
Assets: | ||
Available-for-Sale Investments | 8,181,000 | |
Level 2 | Fair Value, Recurring | US Government Securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Liabilities: | ||
Total liabilities | 6,293,000 | 53,687,000 |
Level 3 | Fair Value, Recurring | Asset backed securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | Certificates of deposits | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | Corporate notes and bonds | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | Commercial paper | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | Foreign government securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Level 3 | Fair Value, Recurring | US Government Securities | ||
Assets: | ||
Available-for-Sale Investments | 0 | |
Public Common Stock Warrants | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 124,545,000 |
Public Common Stock Warrants | Level 1 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 124,545,000 |
Public Common Stock Warrants | Level 2 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 0 |
Public Common Stock Warrants | Level 3 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 0 |
Private Common Stock Warrants | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 6,293,000 | 53,687,000 |
Private Common Stock Warrants | Level 1 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 0 |
Private Common Stock Warrants | Level 2 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | 0 | 0 |
Private Common Stock Warrants | Level 3 | Fair Value, Recurring | ||
Liabilities: | ||
Common Stock Warrants | $ 6,293,000 | $ 53,687,000 |
Fair Value Measurements - Unobs
Fair Value Measurements - Unobservable Input Reconciliation (Details) - Private Warrants $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2020 | $ 53,687 |
Private warrant shares exercised | (3,706) |
Fair market value adjustment | (43,688) |
Balance as of December 31, 2021 | $ 6,293 |
Fair Value Measurements- Unobse
Fair Value Measurements- Unobservable Inputs (Details) $ in Thousands | Sep. 10, 2020USD ($) |
Fair Value Disclosures [Abstract] | |
Redeemable Convertible Series E preferred stock forward contract liability | $ 21,688 |
Input | 9.17 |
Investments - Components of Inv
Investments - Components of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | $ 580,918 | |
Unrealized Gains | 26 | |
Unrealized Losses | (274) | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 580,671 | |
Cash and Cash Equivalents | 78,987 | |
Marketable securities, current | 319,055 | $ 0 |
Marketable securities, non-current | 182,629 | 0 |
Equity Investments | 55,649 | $ 0 |
Asset backed securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 111,619 | |
Unrealized Gains | 1 | |
Unrealized Losses | (68) | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 111,552 | |
Cash and Cash Equivalents | 0 | |
Marketable securities, current | 5,372 | |
Marketable securities, non-current | 106,180 | |
Certificates of deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 6,002 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 6,002 | |
Cash and Cash Equivalents | 0 | |
Marketable securities, current | 6,002 | |
Marketable securities, non-current | 0 | |
Corporate notes and bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 207,169 | |
Unrealized Gains | 21 | |
Unrealized Losses | (201) | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 206,990 | |
Cash and Cash Equivalents | 3,026 | |
Marketable securities, current | 132,688 | |
Marketable securities, non-current | 71,276 | |
Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 109,391 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 109,391 | |
Cash and Cash Equivalents | 24,193 | |
Marketable securities, current | 85,198 | |
Marketable securities, non-current | 0 | |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 51,768 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 51,768 | |
Cash and Cash Equivalents | 51,768 | |
Marketable securities, current | 0 | |
Marketable securities, non-current | ||
Foreign government securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 8,186 | |
Unrealized Gains | 0 | |
Unrealized Losses | (5) | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 8,181 | |
Cash and Cash Equivalents | 0 | |
Marketable securities, current | 3,008 | |
Marketable securities, non-current | 5,173 | |
US Government Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Adjusted Cost Basis | 86,783 | |
Unrealized Gains | 4 | |
Unrealized Losses | 0 | |
Cash, Cash Equivalents And Available-For-Sale Debt Securities | 86,787 | |
Cash and Cash Equivalents | 0 | |
Marketable securities, current | 86,787 | |
Marketable securities, non-current | $ 0 |
Investments - Additional Inform
Investments - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Investments, Debt and Equity Securities [Abstract] | ||
Marketable securities | $ 0 | |
Non-marketable equity securities | $ 55,649,000 | $ 0 |
Investments - Maturities (Detai
Investments - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Adjusted Cost Basis | |
Due in one year or less | $ 319,137 |
Due after one year through five years | 182,793 |
Due after five years through 10 years | 0 |
Total | 501,930 |
Estimated Fair Value | |
Due in one year or less | 319,053 |
Due after one year through five years | 182,631 |
Due after five years through 10 years | 0 |
Total | $ 501,684 |
Long-Term Debt - Summary of Deb
Long-Term Debt - Summary of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Debt, gross | $ 300,000,000 | |
Unamortized discount and issuance costs | (21,111,000) | |
Net carrying amount | 278,889,000 | $ 0 |
Current portion of long-term debt | 0 | |
Non-current portion of Long-term debt | 278,889,000 | $ 0 |
2021 Senior Secured Notes | Senior Notes | ||
Debt Instrument [Line Items] | ||
Debt, gross | 300,000,000 | |
Unamortized discount and issuance costs | $ (21,100,000) |
Long-Term Debt - Narrative (Det
Long-Term Debt - Narrative (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Amount drawn | $ 278,889,000 | $ 0 |
Discount and issuance costs | 21,111,000 | |
Interest paid | 0 | |
Senior Notes | 2021 Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Face amount | $ 300,000,000 | |
Interest rate | 10.25% | |
Effective interest rate | 12.14% | |
Discount and issuance costs | $ 21,100,000 | |
Debt term | 5 years |
Long-Term Debt - Maturities (De
Long-Term Debt - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2022 | $ 0 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 300,000 |
Net carrying amount | $ 300,000 |
Leases - Lease Costs, Terms and
Leases - Lease Costs, Terms and Discount Rates (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Finance leases | |
Amortization of assets under finance leases | $ 1,144 |
Interest | 237 |
Total finance lease costs | 1,381 |
Operating lease cost | 3,309 |
Variable lease cost | 241 |
Short-term lease rent expense | $ 388 |
Weighted-average remaining lease term | |
Operating leases | 7 years 4 months 24 days |
Finance leases | 1 year 10 months 24 days |
Weighted-average discount rate | |
Operating leases | 11.30% |
Finance leases | 10.40% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Leases [Abstract] | ||
Operating lease expense | $ 6.5 | $ 1.9 |
Leases - Maturities (Details)
Leases - Maturities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Operating Leases | |
2022 | $ 3,788 |
2023 | 3,070 |
2024 | 2,691 |
2025 | 2,513 |
2026 | 2,588 |
Thereafter | 9,204 |
Total undiscounted cash flows | 23,854 |
Less: Imputed interest | (8,177) |
Present value of lease liabilities | 15,677 |
Lease liabilities, current | 2,110 |
Lease liabilities, non-current | 13,567 |
Present value of lease liabilities | 15,677 |
Finance Leases | |
2022 | 2,703 |
2023 | 1,138 |
2024 | 64 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total undiscounted cash flows | 3,905 |
Less: Imputed interest | (313) |
Present value of lease liabilities | 3,592 |
Lease liabilities, current | 2,447 |
Lease liabilities, non-current | 1,145 |
Present value of lease liabilities | $ 3,592 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Payments for operating leases included in cash from operating activities | $ 3,027 |
Payments for finance leases included in cash from operating activities | 237 |
Payments for finance leases included in cash from financing activities | 1,582 |
Assets obtained in exchange for lease obligations: | |
Operating leases | 16,075 |
Finance leases | $ 5,266 |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended |
Sep. 30, 2021USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Damages awarded | $ 11.6 |
Retirement Plans (Details)
Retirement Plans (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Contributions | $ 300,000 | $ 100,000 | $ 0 |
Common Stock Warrants (Details)
Common Stock Warrants (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2020shares | Mar. 02, 2020$ / sharesshares | Dec. 31, 2021USD ($)trading_dayday$ / sharesshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Aug. 16, 2021shares |
Class of Warrant or Right [Line Items] | ||||||
Proceeds from exercise of common stock warrants, net of redemptions | $ | $ 130,571 | $ 382 | $ 0 | |||
Number of shares issued (in shares) | 15,853,052 | 69,000,000 | 10,033,333 | |||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | $ 11.50 | ||||
Redemption price (in dollars per share) | $ / shares | $ 0.01 | |||||
Minimum number of days for written notice of redemption | trading_day | 30 | |||||
Warrant redemption, sale price of common stock for warrants to be redeemed (in dollars per share) | $ / shares | $ 18 | |||||
Warrant redemption, number of trading days | trading_day | 20 | |||||
Warrant redemption, number of consecutive trading days | trading_day | 30 | |||||
Warrants forfeited (in shares) | 5,016,666 | |||||
Sponsor | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants forfeited (in shares) | 5,016,666 | |||||
Public Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 0 | 17,249,977 | ||||
Warrants exercised (in shares) | 11,361,683 | |||||
Proceeds from exercise of common stock warrants, net of redemptions | $ | $ 130,658 | |||||
Number of shares issued (in shares) | 17,250,000 | |||||
Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | |||||
Number of warrants expired (in shares) | 5,888,294 | |||||
Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Warrants outstanding (in shares) | 4,535,728 | 5,016,666 | ||||
Warrants exercised (in shares) | 480,938 | |||||
Proceeds from exercise of common stock warrants, net of redemptions | $ | $ 0 | |||||
Number of shares issued (in shares) | 10,033,333 | |||||
Number of days to become transferable, assignable or saleable | day | 30 | |||||
Class A Common Stock | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares called by each warrant (in shares) | 1 | 1 | ||||
Class A Common Stock | Public Warrant | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares called by each warrant (in shares) | 1 | |||||
Class A Common Stock | Private Warrants | ||||||
Class of Warrant or Right [Line Items] | ||||||
Number of shares called by each warrant (in shares) | 1 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) $ / shares in Units, $ in Thousands | Dec. 16, 2020USD ($)$ / sharesshares | Mar. 02, 2020$ / sharesshares | Mar. 31, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2019USD ($)$ / shares | Mar. 31, 2019USD ($) | May 31, 2020USD ($)$ / shares | Mar. 31, 2021USD ($)$ / shares | Dec. 31, 2021USD ($)vote$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($) |
Class of Stock [Line Items] | |||||||||||
Shares authorized (in shares) | 635,000,000 | 635,000,000 | |||||||||
Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 | |||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Number of shares issued (in shares) | 15,853,052 | 69,000,000 | 10,033,333 | ||||||||
Aggregate consideration | $ | $ 158,500 | $ 408,000 | $ 11,700 | ||||||||
Issuance costs | $ | $ 5,900 | $ 6,800 | |||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 10 | $ 10 | $ 23.34 | $ 43.11 | $ 23.34 | ||||||
Carrying value of long-term debt and accrued interest converted to redeemable convertible preferred stock | $ | $ 9,800 | $ 5,000 | $ 0 | $ 0 | $ 14,852 | ||||||
Change in fair value | $ | $ 21,700 | ||||||||||
Underwritten Public Offering | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued (in shares) | 17,000,000 | ||||||||||
Number of shares available at election (in shares) | 19,800,000 | ||||||||||
Over-Allotment Option | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares available at election (in shares) | 4,800,000 | ||||||||||
Class A Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, votes per share | vote | 1 | ||||||||||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Class B Common Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, votes per share | vote | 20 | ||||||||||
Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | ||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||||||||
Series D-1 Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate consideration | $ | $ 25,000 | ||||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 21.516 | ||||||||||
Series E Preferred Stock | |||||||||||
Class of Stock [Line Items] | |||||||||||
Aggregate consideration | $ | $ 65,000 | ||||||||||
Stock sold, price per share (in dollars per share) | $ / shares | $ 43.11 |
Stock Based Compensation - Stoc
Stock Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 60,331 | $ 23,757 | $ 1,237 |
Research and development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 7,416 | 6,110 | 181 |
Sales and marketing | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | 8,770 | 4,505 | 111 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Total stock-based compensation expense | $ 44,145 | $ 13,142 | $ 945 |
Stock Based Compensation - Narr
Stock Based Compensation - Narrative (Details) $ in Thousands | Dec. 16, 2020USD ($)installmentshares | Sep. 30, 2021USD ($)multipliershares | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) | Dec. 15, 2020shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Percentage of stock outstanding | 5.00% | |||||||
Unrecognized stock-based compensation expense | $ 245,700 | |||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 4 months 28 days | |||||||
Aggregate intrinsic value | $ 69,800 | $ 89,900 | $ 500 | |||||
Options, grant date fair value | $ 172,300 | |||||||
Total stock-based compensation expense | $ 60,331 | $ 23,757 | $ 1,237 | |||||
Restricted stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | shares | 8,200,000 | 13,300,000 | ||||||
Performance stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares issued (in shares) | shares | 900,000 | |||||||
Employee Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Purchase price of common stock, percentage of fair market value | 85.00% | |||||||
Legacy Equity Incentive Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 36 months | |||||||
Expiration period | 10 years | |||||||
2020 Omnibus Incentive Plan | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 1 year | |||||||
Expiration period | 10 years | |||||||
Shares authorized (in shares) | shares | 47,841,859 | |||||||
2020 Omnibus Incentive Plan | Chief Executive Officer | Performance stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting period | 7 years | |||||||
Restricted stock units granted (in shares) | shares | 16,100,000 | |||||||
Unrecognized stock-based compensation expense | $ 65,100 | |||||||
Unrecognized stock-based compensation expense, period for recognition | 3 years 10 months 20 days | |||||||
Market capitalization milestone, trading days | 60 days | |||||||
Trading days | 30 days | |||||||
Change in control, trading days | 60 days | |||||||
Options, grant date fair value | $ 70,800 | |||||||
Total stock-based compensation expense | $ 5,600 | |||||||
2020 Omnibus Incentive Plan | Common Class A and B | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized (in shares) | shares | 15,000,000 | |||||||
2020 Omnibus Incentive Plan | Class A Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized (in shares) | shares | 24,669,278 | |||||||
2020 Omnibus Incentive Plan | Class B Common Stock | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized (in shares) | shares | 8,172,581 | |||||||
2020 Omnibus Incentive Plan | Minimum | Chief Executive Officer | Performance stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market capitalization baseline multiplier | multiplier | 2 | |||||||
2020 Omnibus Incentive Plan | Maximum | Chief Executive Officer | Performance stock units | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Market capitalization baseline multiplier | multiplier | 5 | |||||||
Option Agreements | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Unrecognized stock-based compensation expense | 73,200 | |||||||
Options, grant date fair value | $ 93,400 | |||||||
Total stock-based compensation expense | $ 19,400 | |||||||
Number of installments | installment | 3 | |||||||
Option Agreements | Class A Common Stock | Chief Revenue Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized (in shares) | shares | 2,040,000 | |||||||
Option Agreements | Class B Common Stock | Chief Executive Officer | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Shares authorized (in shares) | shares | 9,960,000 | |||||||
Tranche one | Legacy Equity Incentive Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Tranche one | Option Agreements | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
Trading days | 10 days | |||||||
Multiplier on volume weighted-average price on closing date | 300.00% | |||||||
Tranche two | Legacy Equity Incentive Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Tranche two | Option Agreements | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
Multiplier on volume weighted-average price on closing date | 400.00% | |||||||
Tranche three | Legacy Equity Incentive Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% | |||||||
Tranche three | Option Agreements | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 33.33% | |||||||
Multiplier on volume weighted-average price on closing date | 500.00% | |||||||
Tranche four | Legacy Equity Incentive Plans | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Vesting percentage | 25.00% |
Stock Based Compensation - St_2
Stock Based Compensation - Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares Available for Issuance Under the Plan | ||
Beginning balance (in shares) | 35,500,603 | |
Options and restricted stock units granted (in shares) | (8,494,636) | |
Options canceled (in shares) | 5,939,704 | |
Ending balance (in shares) | 32,945,671 | 35,500,603 |
Number of Shares Outstanding Under the Plan | ||
Beginning balance (in shares) | 38,404,493 | |
Options granted (in shares) | 64,839 | |
Options exercised (in shares) | (5,850,228) | |
Options canceled (in shares) | (4,892,016) | |
Ending balance (in shares) | 27,727,088 | 38,404,493 |
Exercisable (in shares) | 13,157,036 | 14,248,234 |
Unvested (in shares) | 14,570,052 | 24,156,259 |
Weighted- Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 5.89 | |
Options granted (in dollars per share) | 12.58 | |
Options exercised (in dollars per share) | 0.66 | |
Options canceled (in dollars per share) | 1.17 | |
Ending balance (in dollars per share) | 7.79 | $ 5.89 |
Exercisable, weighted-average exercise price (in dollars per share) | 0.15 | 0.18 |
Unvested, weighted-average exercise price (in dollars per share) | $ 14.69 | $ 9.25 |
Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
Options outstanding, weighted-average remaining contractual term | 7 years 14 days | 8 years 3 months 7 days |
Exercisable, weighted-average remaining contractual term | 5 years 2 months 1 day | 6 years 5 months 12 days |
Unvested, weighted-average remaining contractual term | 8 years 8 months 19 days | 9 years 4 months 2 days |
Options outstanding, aggregate intrinsic value | $ 113,110 | $ 542,074 |
Exercisable, aggregate intrinsic value | 95,946 | 282,364 |
Unvested, aggregate intrinsic value | $ 17,164 | $ 259,710 |
Restricted stock units | ||
Number of Plan shares outstanding | ||
Beginning balance (in shares) | 341,256 | |
Restricted stock units granted (in shares) | 8,424,462 | |
Restricted stock units released (in shares) | (117,933) | |
Restricted stock units canceled (in shares) | (1,047,688) | |
Ending balance (in shares) | 7,600,097 | 341,256 |
Weighted-Average Grant Date Fair Value per share | ||
Beginning balance (in dollars per share) | $ 17.68 | |
Granted (in dollars per share) | $ 14.32 | |
Vested (in dollars per share) | 17.40 | |
Forfeited (in dollars per share) | 23.37 | |
Ending balance (in dollars per share) | $ 13.17 | $ 17.68 |
Stock Based Compensation - Valu
Stock Based Compensation - Valuation Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 48.71% | ||
Risk-free interest rate | 0.02% | ||
Expected volatility, minimum | 45.00% | 47.17% | |
Expected volatility, maximum | 50.00% | 55.47% | |
Risk-free interest rate, minimum | 0.27% | 1.57% | |
Risk-free interest rate, maximum | 1.44% | 2.64% | |
Expected term (in years) | 3 months | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average estimated fair value of stock options granted during the year (in dollars per share) | $ 15.63 | $ 5.06 | $ 0.21 |
Minimum | Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 4 years 1 month 20 days | 5 years | |
Maximum | Common stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (in years) | 6 years 3 months | 6 years 10 months 9 days |
Income Taxes - Income (Loss) Be
Income Taxes - Income (Loss) Before Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (200,485) | $ (145,395) | $ (23,605) |
Foreign | 112 | 0 | 0 |
Loss before income taxes | $ (200,373) | $ (145,395) | $ (23,605) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 214 | 115 | 0 |
Foreign | 23 | 0 | 0 |
Total Current | 237 | 115 | 0 |
Deferred: | |||
Federal | (17,182) | 0 | 0 |
State | (2,051) | 0 | 0 |
Foreign | 0 | 0 | 0 |
Total Deferred | (19,233) | 0 | 0 |
Provision for income taxes | $ (18,996) | $ 115 | $ 0 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
At statutory rate | $ (42,125) | $ (30,533) | $ (5,956) |
State taxes | (1,481) | 90 | 0 |
Valuation allowance | 38,456 | 26,245 | 6,320 |
Stock based compensation | (1,834) | (7,257) | (182) |
Permanent differences related to fair value adjustments | (18,464) | 8,573 | 0 |
Other permanent differences | 6,452 | 2,997 | (182) |
Provision for income taxes | $ (18,996) | $ 115 | $ 0 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 105,317 | $ 47,864 |
Stock-based compensation | 2,682 | 2,492 |
Reserves and accruals | 5,154 | 1,239 |
Lease liabilities | 3,750 | |
Other | 632 | 291 |
Total deferred tax assets | 117,535 | 51,886 |
Less: valuation allowance | (95,857) | (51,859) |
Deferred tax assets, net of valuation allowance | 21,678 | 27 |
Deferred tax liabilities: | ||
Intangibles | (18,930) | 0 |
Property and Equipment | (120) | (27) |
Right of use assets | (3,471) | |
Total deferred tax liabilities | (22,521) | (27) |
Net deferred tax assets | $ (843) | $ 0 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Increase in valuation allowance | $ 44 |
Discrete benefit | 18.6 |
Federal | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | 442.3 |
Operating loss carryforwards not subject to expiration | 406.3 |
State | |
Operating Loss Carryforwards [Line Items] | |
Net operating loss carryforwards | $ 151.9 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Numerator: | |||
Net loss – basic | $ (181,377) | $ (145,510) | $ (23,605) |
Decrease in fair value of public and private common stock warrant liabilities | (87,922) | 0 | 0 |
Net loss – diluted | $ (269,299) | $ (145,510) | $ (23,605) |
Denominator: | |||
Weighted average common shares outstanding - basic (in shares) | 384,625,249 | 294,549,146 | 261,228,108 |
Incremental common shares from assumed exercise of public and private common stock warrants (in shares) | 3,924,424 | 0 | 0 |
Weighted average common shares outstanding - diluted (in shares) | 388,549,673 | 294,549,146 | 261,228,108 |
Net loss per share attributable to common stockholders - basic (in dollars per share) | $ (0.47) | $ (0.49) | $ (0.09) |
Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.69) | $ (0.49) | $ (0.09) |
Net Loss Per Share - Antidiluti
Net Loss Per Share - Antidilutive Shares (Details) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 59,642,687 | 84,391,917 | 40,841,379 |
Common and preferred stock warrants | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 0 | 22,314,778 | 3,635,180 |
Common stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 35,895,960 | 51,735,883 | 37,206,199 |
Performance stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 16,146,630 | 0 | 0 |
Restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 7,600,097 | 341,256 | 0 |
Earnout shares | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total (in shares) | 0 | 10,000,000 | 0 |
Geographical Information - Reve
Geographical Information - Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 384,089 | $ 230,115 | $ 119,872 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | 320,111 | 202,887 | 111,066 |
Other countries | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenue | $ 63,978 | $ 27,228 | $ 8,806 |
Geographical Information - Prop
Geographical Information - Property and Equipment, Net and Operating Lease Right-of-Use Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | $ 24,499 | $ 5,292 |
United States | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | 20,997 | 5,292 |
Other countries | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net and operating lease right-of-use assets | $ 3,502 | $ 0 |