Cover Page
Cover Page | 12 Months Ended |
Dec. 31, 2021 | |
Document Information [Line Items] | |
Document Type | POS AM |
Amendment Flag | false |
Entity Registrant Name | Genius Sports Limited |
Entity Central Index Key | 0001834489 |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 222,378 | $ 11,781 |
Accounts receivable, net | 48,819 | 24,776 |
Contract assets | 21,753 | 10,088 |
Prepaid expenses | 24,436 | 4,107 |
Other current assets | 7,297 | 10,584 |
Total current assets | 324,683 | 61,336 |
Property and equipment, net | 14,445 | 5,002 |
Intangible assets, net | 191,219 | 114,542 |
Goodwill | 346,418 | 200,624 |
Deferred tax asset | 0 | 5 |
Other assets | 10,319 | 9,496 |
Total assets | 887,084 | 391,005 |
Current liabilities: | ||
Accounts payable | 19,881 | 10,106 |
Accrued expenses | 55,889 | 35,220 |
Deferred revenue | 29,871 | 26,036 |
Current debt | 23 | 10,272 |
Derivative warrant liabilities | 16,794 | 0 |
Other current liabilities | 30,354 | 3,714 |
Total current liabilities | 152,812 | 85,348 |
Long-term debt – less current portion | 65 | 82,723 |
Deferred tax liability | 16,902 | 8,097 |
Other liabilities | 11,127 | 3,589 |
Total liabilities | 180,906 | 179,757 |
Temporary equity: | ||
Preference shares, value | 0 | 350,675 |
Total temporary equity | 0 | 350,675 |
Shareholders' deficit | ||
Additional paid-in capital | 1,461,730 | 1,717 |
Accumulated deficit | (757,317) | (153,237) |
Accumulated other comprehensive income (loss) | (173) | 11,393 |
Total shareholders' equity (deficit) | 706,178 | (139,427) |
Total liabilities, temporary equity and shareholders' equity (deficit) | 887,084 | 391,005 |
Common Class B [Member] | ||
Shareholders' deficit | ||
Common shares, Value | 2 | 0 |
Common Stock Other Than B Shares [Member] | ||
Shareholders' deficit | ||
Common shares, Value | $ 1,936 | $ 700 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Temporary equity par or stated value per share | $ 0.0001 | |
Temporary equity shares authorized | 0 | 218,561,319 |
Temporary equity shares issued | 0 | 218,561,319 |
Temporary Equity, Shares Outstanding | 0 | 218,561,319 |
Common Class B [Member] | ||
Common stock par or stated value per share | $ 0.0001 | |
Common stock shares authorized | 22,500,000 | 0 |
Common stock shares issued | 18,500,000 | 0 |
Common stock shares outstanding | 18,500,000 | 0 |
Common Stock Other Than B Shares [Member] | ||
Common stock par or stated value per share | $ 0.01 | |
Common Stock, Shares Authorized, Unlimited [Fixed List] | Unlimited | |
Common stock shares authorized | 70,040,242 | |
Common stock shares issued | 193,585,625 | 70,040,242 |
Common stock shares outstanding | 193,585,625 | 70,040,242 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Revenue | $ 262,735 | $ 149,739 | $ 114,620 |
Cost of revenue | 476,168 | 114,066 | 89,311 |
Gross (loss) profit | (213,433) | 35,673 | 25,309 |
Operating expenses: | |||
Sales and marketing | 27,292 | 13,176 | 17,711 |
Research and development | 26,513 | 11,240 | 13,290 |
General and administrative | 293,168 | 31,623 | 29,492 |
Transaction expenses | 12,886 | 672 | 1,005 |
Total operating expense | 359,859 | 56,711 | 61,498 |
Loss from operations | (573,292) | (21,038) | (36,189) |
Interest expense, net | (3,331) | (7,874) | (6,840) |
Loss on disposal of assets | (46) | (8) | (7) |
Gain (loss) on fair value remeasurement of contingent consideration | (19,405) | 271 | 0 |
Change in fair value of derivative warrant liabilities | (11,412) | 0 | 0 |
Gain (loss) on foreign currency | 3,032 | 114 | (2,537) |
Total other income (expenses) | (31,162) | (7,497) | (9,384) |
Loss before income taxes | (604,454) | (28,535) | (45,573) |
Income tax benefit (expense) | 11,701 | (1,813) | 5,366 |
Net loss | $ (592,753) | $ (30,348) | $ (40,207) |
Net loss per common share: | |||
Basic and diluted | $ (3.93) | $ (0.43) | $ (0.59) |
Weighted average common shares outstanding: | |||
Basic and diluted | 150,912,333 | 70,040,242 | 68,414,830 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (592,753) | $ (30,348) | $ (40,207) |
Other comprehensive loss: | |||
Foreign currency translation adjustments | (11,566) | 4,153 | 10,351 |
Comprehensive loss | $ (604,319) | $ (26,195) | $ (29,856) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Temporary Equity and Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Total | PIPE [Member] | Additional Equity Offering [Member] | Reverse Capitalization [Member] | Preference Shares [member] | Preference Shares [member]Reverse Capitalization [Member] | Common shares [member] | Common shares [member]Common Class B [Member] | Common shares [member]Common Stock Other Than B Shares [Member] | Common shares [member]Common Stock Other Than B Shares [Member]PIPE [Member] | Common shares [member]Common Stock Other Than B Shares [Member]Additional Equity Offering [Member] | Common shares [member]Common Stock Other Than B Shares [Member]Reverse Recapitalization [Member] | Common shares [member]Common Stock Other Than B Shares [Member]Reverse Capitalization [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]PIPE [Member] | Additional Paid-in Capital [Member]Additional Equity Offering [Member] | Additional Paid-in Capital [Member]Reverse Recapitalization [Member] | Additional Paid-in Capital [Member]Reverse Capitalization [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Reverse Capitalization [Member] | Accumulated Other Comprehensive Income [member] | Accumulated Other Comprehensive Income [member]Reverse Capitalization [Member] |
Beginning Balance, Temporary Equity at Dec. 31, 2018 | $ 284,403 | $ 284,403 | ||||||||||||||||||||
Beginning Balance, Temporary Equity (Shares) at Dec. 31, 2018 | 213,657,244 | 213,657,244 | ||||||||||||||||||||
Beginning Balance, Permanent Equity at Dec. 31, 2018 | $ (23,263) | $ (23,263) | $ 23 | $ 654 | $ 677 | $ 2,315 | $ (654) | $ 1,661 | $ (22,490) | $ (22,490) | $ (3,111) | $ (3,111) | ||||||||||
Beginning Balance, Permanent Equity (Shares) at Dec. 31, 2018 | 1,812,601 | 65,953,736 | 67,766,337 | |||||||||||||||||||
Net loss | (40,207) | (40,207) | ||||||||||||||||||||
Foreign currency translation adjustment | 10,351 | 10,351 | ||||||||||||||||||||
Issuance of preference shares, Temporary Equity | $ 6,080 | |||||||||||||||||||||
Issuance of preference shares, Temporary Equity (Shares) | 4,904,075 | |||||||||||||||||||||
Preferred share accretion, Temporary Equity | $ 28,322 | |||||||||||||||||||||
Preferred share accretion, Permanent Equity | (28,322) | (28,322) | ||||||||||||||||||||
Issuance of shares | 79 | $ 23 | 56 | |||||||||||||||||||
Issuance of shares (Shares) | 2,273,905 | |||||||||||||||||||||
Ending Balance, Temporary Equity at Dec. 31, 2019 | $ 318,805 | |||||||||||||||||||||
Ending Balance, Temporary Equity (Shares) at Dec. 31, 2019 | 218,561,319 | |||||||||||||||||||||
Ending Balance, Permanent Equity at Dec. 31, 2019 | (81,362) | $ 700 | 1,717 | (91,019) | 7,240 | |||||||||||||||||
Ending Balance, Permanent Equity (Shares) at Dec. 31, 2019 | 70,040,242 | |||||||||||||||||||||
Net loss | (30,348) | (30,348) | ||||||||||||||||||||
Foreign currency translation adjustment | 4,153 | 4,153 | ||||||||||||||||||||
Preferred share accretion, Temporary Equity | $ 31,870 | |||||||||||||||||||||
Preferred share accretion, Permanent Equity | (31,870) | (31,870) | ||||||||||||||||||||
Ending Balance, Temporary Equity at Dec. 31, 2020 | $ 350,675 | $ 350,675 | ||||||||||||||||||||
Ending Balance, Temporary Equity (Shares) at Dec. 31, 2020 | 218,561,319 | 218,561,319 | ||||||||||||||||||||
Ending Balance, Permanent Equity at Dec. 31, 2020 | $ (139,427) | $ 700 | 1,717 | (153,237) | 11,393 | |||||||||||||||||
Ending Balance, Permanent Equity (Shares) at Dec. 31, 2020 | 70,040,242 | |||||||||||||||||||||
Net loss | (592,753) | (592,753) | ||||||||||||||||||||
Foreign currency translation adjustment | (11,566) | (11,566) | ||||||||||||||||||||
Preferred share accretion, Temporary Equity | $ 11,327 | |||||||||||||||||||||
Preferred share accretion, Permanent Equity | (11,327) | (11,327) | ||||||||||||||||||||
Merger recapitalization | 49,938 | $ (362,002) | $ 96 | 49,842 | ||||||||||||||||||
Merger recapitalization (Shares) | (218,561,319) | 9,547,104 | ||||||||||||||||||||
Merger and PIPE financing, net of equity issuance costs of $38,215 | $ 481,857 | $ 675 | $ 481,182 | |||||||||||||||||||
Merger and PIPE financing, net of equity issuance costs of $38,215 (Shares) | 67,498,704 | |||||||||||||||||||||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs of $9,293 | 237,707 | $ 17,067 | $ 130 | $ 9 | 237,577 | $ 17,058 | ||||||||||||||||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs of $9,293 (Shares) | 13,000,000 | 928,447 | ||||||||||||||||||||
Issuance of common stock in connection with the business combinations | 110,491 | $ 61 | 110,430 | |||||||||||||||||||
Issuance of common stock in connection with the business combinations (Shares) | 6,106,232 | |||||||||||||||||||||
Stock-based compensation | 466,306 | 466,306 | ||||||||||||||||||||
Vesting of restricted shares | 1,467 | $ 227 | 1,240 | |||||||||||||||||||
Vesting of restricted shares (Shares) | 22,650,546 | |||||||||||||||||||||
Issuance of shares | 2 | $ 2 | ||||||||||||||||||||
Issuance of shares (Shares) | 7,668,381 | 18,500,000 | ||||||||||||||||||||
Issuance of common stock in connection with warrant redemptions (Shares) | 3,814,350 | |||||||||||||||||||||
Issuance of common stock in connection with warrant redemptions | 96,416 | $ 38 | 96,378 | |||||||||||||||||||
Ending Balance, Temporary Equity at Dec. 31, 2021 | $ 0 | |||||||||||||||||||||
Ending Balance, Temporary Equity (Shares) at Dec. 31, 2021 | 0 | |||||||||||||||||||||
Ending Balance, Permanent Equity at Dec. 31, 2021 | $ 706,178 | $ 2 | $ 1,936 | $ 1,461,730 | $ (757,317) | $ (173) | ||||||||||||||||
Ending Balance, Permanent Equity (Shares) at Dec. 31, 2021 | 18,500,000 | 193,585,625 |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Temporary Equity and Shareholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Adjustment to additional paid in capital stock issuance costs | $ 9,293 |
Merger And Pipe Financing [Member] | |
Adjustment to additional paid in capital stock issuance costs | 38,215 |
Additional Equity Offering [Member] | |
Adjustment to additional paid in capital stock issuance costs | $ 583 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | |||
Net loss | $ (592,753) | $ (30,348) | $ (40,207) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 59,351 | 35,043 | 27,974 |
Loss on disposal of assets | 46 | 8 | 7 |
(Gain) loss on fair value remeasurement of contingent consideration | 19,405 | (271) | 0 |
Stock-based compensation | 489,474 | ||
Change in fair value of derivative warrant liabilities | 11,412 | 0 | 0 |
Non-cash interest expense (income), net | 2,444 | 6,835 | 6,440 |
Amortization of contract cost | 808 | 538 | 231 |
Deferred income taxes | (13,409) | 1,304 | (5,480) |
Loss on foreign currency remeasurement | 192 | 464 | 2,023 |
Changes in assets and liabilities | |||
Effect of business combinations | (22,411) | ||
Accounts receivable, net | (24,306) | (5,046) | (7,408) |
Contract asset | (11,906) | (4,030) | (1,872) |
Prepaid expenses | (20,563) | (749) | (537) |
Other current assets | 3,350 | (6,682) | (1,728) |
Other assets | (1,702) | 2,321 | (4,413) |
Accounts payable | 9,577 | (3,384) | 7,136 |
Accrued expenses | 20,858 | 11,930 | 10,164 |
Deferred revenue | 4,050 | 9,021 | 8,598 |
Other current liabilities | 2,218 | 520 | 1,189 |
Other liabilities | 557 | (401) | 375 |
Net cash provided by (used in) operating activities | (63,308) | 17,073 | 2,492 |
Cash flows from investing activities: | |||
Purchases of property and equipment | (6,417) | (1,464) | (3,217) |
Capitalization of internally developed software costs | (26,920) | (15,920) | (20,756) |
Repayment of executive loan notes | 4,738 | ||
Purchases of intangible assets | (25) | (1,389) | (279) |
Acquisition of business, net of cash acquired | (103,871) | (3,934) | (470) |
Proceeds from disposal of assets | 176 | 51 | 99 |
Net cash used in investing activities | (132,319) | (22,656) | (24,623) |
Cash flows from financing activities: | |||
Proceeds from merger with dMY Technology Group, Inc. II | 276,341 | ||
Proceeds from issuance of common shares | 79 | ||
Proceeds from issuance of preference shares | 6,079 | ||
Payment of contingent consideration | (666) | ||
dMY Technology Group, Inc. II transaction costs | (24,828) | ||
Capitalization of Genius equity issuance costs | (20,217) | ||
PIPE financing, net of equity issuance costs | 316,800 | ||
Issuance of common stock in connection with additional equity offering, net of equity issuance costs | 254,774 | ||
Issuance of B shares | 2 | ||
Preference shares payout and Incentive Securities Catch-Up Payment | (313,162) | ||
Repayment of loans and mortgage | (96,959) | (21) | (21) |
Proceeds from borrowings | 10,024 | 1,394 | |
Proceeds from exercise of Public Warrants | 17,613 | ||
Proceeds from shareholder deposits | 93 | 66 | |
Net cash provided by financing activities | 410,364 | 10,096 | 6,931 |
Effect of exchange rate changes on cash | (4,140) | (960) | (408) |
Net increase (decrease) in cash | 210,597 | 3,553 | (15,608) |
Cash, beginning of period | 11,781 | 8,228 | 23,836 |
Cash, end of period | 222,378 | 11,781 | 8,228 |
Supplemental disclosure of cash activities: | |||
Cash paid during the period for interest | 887 | 1,039 | 400 |
Cash paid during the period for income taxes | 3,542 | 891 | 876 |
Supplemental disclosure of noncash investing and financing activities: | |||
Preference share accretion | 11,327 | 31,870 | 28,322 |
Deferred offering costs included in other current assets and accrued expenses | $ 2,093 | ||
Contingent consideration for acquisition of business included in other liabilities | $ 2,385 | ||
Conversion of preference shares to common stock | 69,272 | ||
Warrants acquired as part of merger with dMY Technology Group, Inc. II | (84,664) | ||
Exercise of Private Placement Warrants | $ 65,876 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies Description of Business Genius Sports Limited (the “Company” or “Genius”) is a non-cellular The Company is a provider of scalable, technology-led in-game end-users, Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in conformity with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company, inclusive of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. The Merger was accounted for as a reverse capitalization in accordance with accounting principles accepted in the United States of America (“US GAAP”). The Merger was first accounted for as a capital reorganization whereby the Company was the successor to its predecessor Maven Topco. As a result of the first step described above, the existing shareholders of Maven Topco continued to retain control through ownership of the Company. The capital reorganization was immediately followed by the acquisition of dMY, which was accounted for within the scope of Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Under this method of accounting, dMY was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on post-combination relative voting rights, composition of the governing board, relative size of the pre-combination Foreign Currency The accompanying consolidated financial statements are presented in United States Dollars (“USD”), which is the Company’s reporting currency. The Company’s functional currency is the Pound Sterling (“GBP”). For transactions entered into in a currency other than its functional currency, monetary assets and liabilities are re-measured non-monetary re-measured re-measured non-functional Comprehensive Loss Comprehensive loss consists of the Company’s net loss and foreign currency translation adjustments related to the effect of foreign exchange on the value of the Company’s assets and liabilities denominated in currencies other than USD. The cumulative net translation gain or loss is included in the Company’s consolidated statements of comprehensive loss. Business Combinations The Company allocates the fair value of consideration transferred to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The excess of the fair value of consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual values may differ from estimates. Allocation of consideration transferred to identifiable assets and liabilities affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their useful lives, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the valuation allowance for deferred tax assets, stock-based compensation including the fair value of equity awards, fair value of warrant liability, fair value estimates of derivatives, allowance for doubtful accounts, revenue recognition, fair value of contingent consideration, purchase price allocation including fair value estimates of intangible assets and goodwill, the estimated useful lives of property and equipment and intangible assets and capitalization of internally developed software costs. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated balance sheets, statements of operations and comprehensive loss. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging Liquidity and Capital Resources The Company experienced operating losses for the years ended December 31, 2021, 2020 and 2019. The Company expects to continue to incur operating losses due to the investments it intends to make to its business, including development of products. Based on anticipated spend, timing of expenditure assumptions, along with market conditions, the Company expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements for at least one year after issuance of the accompanying consolidated financial statements. The Company may seek to raise additional funds through either equity or debt issuances to continue its investment in new product launches and related marketing initiatives and make strategic acquisitions. If the Company is unable to raise additional capital when desired and on reasonable terms, the business, results of operations, and financial condition could be adversely affected. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. Significant Risks and Uncertainties The Company is subject to those risks common in the sports betting industry and also those risks common to highly regulated industries including, but not limited to, the possibility of not being able to successfully develop or market its products; foreign currency risk; technological obsolescence; competition; dependence on key personnel and key external alliances; the successful protection of its proprietary technologies data, and intellectual property rights; branding; compliance with government regulations and specifically with data protection and privacy laws; litigation; systems and infrastructure failure; interest rate risk; seasonal fluctuations; ability to grow via strategic acquisitions and successfully integrate the acquired businesses; fraud, corruption, or negligence related to sports events; and the possibility of not being able to obtain additional financing when needed. The outbreak of COVID-19 stay-at-home “shelter-in-place” The direct impact on the Company’s business and the business of the Company’s customers, including sports organizations and bookmakers, beyond disruptions in normal business operations in several of the Company’s and customers’ offices and business establishments, has been primarily through the suspension, postponement and cancellation of sports and sporting events primarily during 2020 and the start of 2021. The suspension, postponement and cancellation of sporting events affected by COVID-19 COVID-19, COVID-19 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains the majority of its cash balances in accounts held by major banks and financial institutions, which management believes to be of high credit quality, and generally located in regions where the Company operates. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2021, one customer accounted for 11% of the Company’s accounts receivable. No individual customer accounted for 10% or more of the Company’s accounts receivable as of December 31, 2020. As of December 31, 2021, one vendor accounted for 61% of the Company’s accounts payable. As of December 31, 2020, one vendor accounted for 17% of the Company’s accounts payable. Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), consisting of the Company’s chief executive officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, management has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no restricted cash amounts as of December 31, 2021 and 2020. Accounts Receivable Accounts receivable represent amounts billed to customers in accordance with contract terms for which payment has not yet been received. Receivables are not collateralized and do not bear interest. Receivables are presented net of the allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts to reduce the Company’s receivables to net realizable value. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. Financial Assets Notes receivables are measured at the fair value of consideration transferred, net of transaction costs, and are measured subsequently at amortized cost using the effective interest method. The Company extended a $4.1 million loan to one of its executives on September 7, 2018. The executive notes receivable carried a 2.5% annual interest rate and was a full-recourse loan. As of December 31, 2021 and 2020, the outstanding balance on the executive notes receivable, inclusive of interest, was zero and $4.7 million, respectively. See Note 9 – Other Assets Related Party Transactions Inventory Inventory mainly consists of video and other camera equipment for resale to customers. Inventory is stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out Deferred Offering Costs Deferred offering costs consist of direct legal, accounting and other fees related to the merger with dMY Technology Group, Inc. II (see Note 2 – Reverse Capitalization Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of respective assets. The estimated useful lives of the Company’s assets are as follows: Estimated Useful Lives (years) Buildings 50 IT equipment 3 Furniture and fixtures 4 Other equipment 10 For leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations. Internally Developed Software Software that is developed for internal use is accounted for pursuant to ASC 350-40 , Intangibles, Goodwill and Other — Internal- Software 350-40”). internal-use internal-use Intangible Assets Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Data rights Data rights are finite-lived intangible assets amortized on a straight-line basis over their estimated useful life of ten years. Data rights represent legally protected rights to collect sports data for use in the Company’s product offerings and are typically generated through business combinations. The related amortization expense is classified in cost of revenue in the consolidated statements of operations. Technology Technology is finite-lived intangible asset amortized on a straight-line basis over its estimated useful life of three years. Technology primarily represents Genius Sports proprietary sports management technology platform generated through business combinations. The related amortization expense is classified as cost of revenue in the consolidated statements of operations. Technology also includes other acquired third party software not acquired in business combinations. The related amortization expense for third-party software is generally classified as general and administrative and research and development expenses in the consolidated statements of operations. Marketing Products Marketing products are finite-lived intangible assets amortized on a straight-line basis over their estimated useful lives, ranging from three to fifteen years. Marketing products include customer contracts and trademarks generated through business combinations. The related amortization expense is classified as general and administrative expense in the consolidated statements of operations. Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized. The Company has a single reporting unit. The Company reviews goodwill for impairment annually on the first day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. Impairment of Long-Lived Assets Long-lived assets, except for goodwill, primarily consist of property and equipment and finite-lived intangible assets. Long-lived assets, except for goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset or asset group exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2021, 2020 and 2019. Leases An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Capital leases are recognized on the consolidated balance sheets, whereas operating leases are not. The Company did not have any capital leases in the years ended December 31, 2021, 2020 and 2019, respectively. For operating leases, the Company recognizes rent expense on a straight-line basis over respective lease terms. Investments The Company uses the equity method when it has the ability to exercise significant influence over operating and financial policies of an entity but does not have control of the entity. Under the equity method of accounting, an investment is initially recorded on the balance sheet at cost, representing the Company’s proportionate share of fair value. The investment is subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses recognized, distributions received, contributions made and certain other adjustments, as appropriate. The Company does not record losses of the equity method investee in excess of its investment balance unless the Company is liable for obligations of the equity method investee or is otherwise committed to provide financial support to the equity method investee. The Company held equity method or other investments as December 31, 2021 and 2020. Derivatives The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the consolidated financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of debt instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Public and Private Placement Warrants The Company accounts for Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). Specifically, the Public and Private Placement Warrants meet the definition of a derivative but do not qualify for an exception from derivative accounting since the warrants are not indexed to the Company’s stock and therefore, are precluded from equity classification. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidated statement of operations. See Note 11 – Derivative Warrant Liabilities Short-term and Long-term Borrowings The Company accounts for its loan instruments using an amortized cost model. Debt issuance costs, lender fees, and allocated proceeds to other financial instruments issued simultaneously to lenders reduce the initial carrying amount of the loan instruments. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of related debt. Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. 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. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis under ASC 820, Fair Value Measurements and Disclosures, include warrant liabilities and contingent consideration (see Note 16 – Fair Value Measurements Revenue Recognition Effective January 1, 2019, Genius Sports adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) and ASC 340-40, 340-40”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company determines revenue recognition through the following steps: • Identify the contract, or contracts, with the customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to performance obligations in the contract; and • Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company primarily recognizes revenue from the delivery of products and services to customers in connection with the major product groups described below. Nature of Products and Services Betting Technology, Content and Services The Company primarily provides official sports data for in-game pre-match In conjunction with the platform, the Company also provides customers with software updates to its sportsbook platform and technical support. These services are provided to customers on a continuous basis over the contract term, and therefore, revenue is recognized on a consistent basis with the platform hosting service. Customers contract for the platform either under fixed fee or profit share arrangements. In fixed fee arrangements customers generally pay a fixed price for access to the official data and services platform. The fixed fee covers a minimum number of sporting events, and customers pay overages for events above the minimum. Payments are generally made either quarterly or monthly in advance. For overages, the Company estimates these amounts as variable consideration and applies the constraint to the extent it is probable there will be a significant reversal of cumulative revenue. The Company uses a time-elapsed measure of progress to recognize revenue as the Company provides access to the platform over the contract term. In profit share arrangements, the Company generates revenues based on a percentage of sportsbook operator profits. These arrangements generally do not specify a minimum number of sporting events. The Company generally invoices for these arrangements monthly in arrears. Variable consideration is allocated to distinct time increments of the service and recognized over the contract term as the Company satisfies each time increment of the service. Certain profit share arrangements also contain fixed fees but no minimum number of sporting events. In these contracts, the Company recognizes the fixed fees as revenue using a time-elapsed measure of progress to recognize revenue as the Company provides access to the platform over the contract term. Media Technology, Content and Services Media Technology The Company primarily provides advertising services to sports leagues and federations, along with sportsbook operators, and other global brands in the sports ecosystem. These services generally include personalized online marketing campaigns in which the Company, through its cloud-based marketing platform, uses real-time sports data to identify target audiences, manages the acquisition of digital advertising space, and transmits advertisements on behalf of its customers. The services are generally provided over a contract term of one year or less. The arrangements contain fixed fees, which are generally prepaid by customers. Revenue is recognized over time as the services are performed using an input method based on costs to secure advertising space. The Company is the principal in these arrangements as it is primarily responsible for delivering the advertisements, and bears inventory risk; therefore, revenue is presented gross. Creative Video Marketing The Company provides customers with data driven video marketing capabilities through a creative performance platform. Customers generally access the Company’s SaaS creative performance platform through a fixed fee annual license model. Customers do not take possession of the platform’s underlying software. Revenue is recognized over time as the Company stands ready to provide access to the platform on a continuous basis over the contract term. Customers may also choose to engage the Company and leverage the creative performance platform to create bespoke, scalable video marketing assets for campaigns. Campaigns are short-term in nature, covering a period of one year or less. Customers do not receive access to the platform, instead, taking control of the video marketing assets created by the Company upon delivery and acceptance. The Company recognizes revenue at the point in time at which control of the video marketing assets transfers to the customer. Fan Engagement The Company provides customers with a suite of technology solutions for digital fan engagement products and free to play (“F2P”) games. Customers subscribe to the products through a fixed fee annual license model, subject to certain variable components. The Customers do not take possession of the products and F2P games as they are accessed through a hosted service over a specified number of events or defined sporting season. Revenue is recognized over-time on a straight-line basis as customers receive and consume benefit of the products and F2P over the course of the number of events or defined sporting season. Sports Technology and Services Sports Technology The Company provides technology that enables sports leagues and federations to capture, manage, and distribute their official sports data, along with other tools and services and updates and technical support. These software solutions are tailored for specific sports. Customers access the Company’s sports technology through the cloud in a hosting environment over the contract term. Customers typically do not have the ability take possession of the software. Depending on the service, the Company either stands ready to provide the hosting service on a continuous basis over the contract term or offers the hosting service for a specified number of events or defined sporting season. In connection with these hosting services, the Company primarily receives noncash consideration in the form of official sports data and streaming rights, along with other rights. Because there is not a readily determinable fair value for these unique data rights, the Company estimates the fair value of noncash consideration by reference to the estimated standalone selling price of the services promised to the customer maximizing the use of observable inputs. Revenue is recognized either ratably over the contract term or as the services are provided by event or season, depending on the nature of the performance obligation. In conjunction with the hosting service, the Company also provides customers with software updates and technical support. Revenue is recognized for the services on a consistent basis with the hosted service. The Company also provides sports leagues and federations with integrity services inclusive of active bet monitoring solutions that flag suspicious betting activity, along with educational and other consultancy services. These services are often bundled in arrangements for other Sports Technology and Services where the Company receives noncash consideration. However, integrity services are also sold on a standalone basis in fixed fee arrangements. Revenue is recognized either ratably over the contract term or as the services are provided, depending on the nature of the performance obligation. Tracking, Analytics and Video Augmentation The Company provides sports teams and leagues with player tracking systems that capture and produce fast and accurate location data used to power new ways to understand, evaluate, improve and create content their game. Customers generally contract for the combined output of the tracking service and the tracking data platform under a fixed fee arrangement. Customers access the Company’s tracking data platform through the cloud in a hosting service over the contract term. Customers do not take possession of the underlying software for the tracking data platform. The Company stands ready to provide tracking services and access to the tracking data platform on a continuous basis through the hosted service over the contract term. The tracking equipment is generally leased to customers in an operating lease arrangement |
Reverse Capitalization
Reverse Capitalization | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Capitalization [Abstract] | |
Reverse Capitalization | Note 2. Reverse Capitalization On April 20, 2021, the Merger was consummated. Pursuant to the Business Combination Agreement, at Closing, the Company underwent a pre-closing were redeemed and cancelled as part of the reorganization) were exchanged for newly issued ordinary shares of the Company (“Genius ordinary shares”). Additionally, solely with respect to the Incentive Securities (defined below in Note 15 – Stock-based Compensation Stock-based Compensation Pursuant to the Business Combination Agreement, subject to the satisfaction or waiver of certain conditions set forth therein, the following has occurred: (a) dMY’s issued and outstanding shares of Class B shares have converted automatically on a one-for-one one-third Concurrently with the execution of the Business Combination Agreement, a number of accredited and institutional investors (the “PIPE Investors”) subscribed to purchase an aggregate of 33,000,000 Genius ordinary shares, for a purchase price of $10.00 per share, for an aggregate purchase price of $330,000,000, to be issued immediately prior to or substantially concurrently with the Closing (the “PIPE Investment”). The PIPE Investment was also consummated on April 20, 2021. The Merger was accounted for as a reverse capitalization in accordance with US GAAP. Under this method of accounting, dMY was treated as the “acquired” company for financial reporting purposes and the Merger was treated as the equivalent of the Company issuing stock for the net assets of dMY, accompanied by a recapitalization. See “Basis of Presentation and Principles of Consolidation” in Note 1 — Description of Business and Summary of Significant Accounting Policies Pursuant to the Business Combination Agreement, with the proceeds raised, the Company paid for redemption of certain preference shares of Maven Topco of $292.7 million, repaid certain loans granted by Maven Topco of catch-up In connection with the Merger, the Company incurred direct and incremental transaction costs of approximately $20.2 million associated with equity issuance, consisting primarily of investment banking, legal, accounting and other professional fees, which were recorded to additional paid-in The number of Genius ordinary shares issued immediately following the consummation of the Merger was: dMY Class A common stock outstanding prior to the Merger 27,600,000 Less: redemption of dMY shares 1,296 Genius ordinary shares issued to dMY Class A common stockholders 27,598,704 Genius ordinary shares issued to dMY Class B common stockholders 6,900,000 Genius ordinary shares issued to PIPE Investors 33,000,000 Total Genius ordinary shares issued in connection with the Merger and PIPE Investment 67,498,704 Genius ordinary shares converted from legacy Maven Topco shares (1) 100,137,777 Total Genius ordinary shares issued immediately after the Merger 167,636,481 (1) Includes 79,587,346 Genius ordinary shares converted from existing classes of shares of Maven Topco and 20,550,431 Genius ordinary shares related to vested rollover Incentive Securities. See Note 15 – Stock-based Compensation fo |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | Note 3. Business Combinations Second Spectrum Acquisition On June 15, 2021, the Company acquired all outstanding equity interests in Consideration Transferred The summary computation of consideration transferred is presented as follows (in thousands): Consideration Cash for outstanding Second Spectrum capital stock (1) $ 111,535 Fair value of Genius Sports Limited common stock issued for outstanding Second Spectrum capital stock (2) 83,291 Cash for vested outstanding Second Spectrum equity awards (3) 3,490 Total consideration transferred $ 198,316 (1) Includes cash consideration paid to former Second Spectrum shareholders totaling $111.5 million. (2) Represents the issuance of 4.7 million shares of the Company’s common stock at June 15 , 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 16 – Fair Value Measurements for . (3) Includes $3.5 million cash settlement of Second Spectrum’s vested outstanding stock options as of June 15 , 2021 associated with the pre-acquisition Purchase Price Allocation Fair values are based on management’s analysis including work performed by third party valuation specialists. The following table summarizes the fair value of assets acquired and liabilities assumed on the acquisition date of June 15, 2021, with the excess recorded as goodwill (in thousands): Fair value of net assets acquired Cash and cash equivalents $ 43,865 Accounts receivables, net 1,126 Prepaid expenses 252 Other current assets 1 Property and equipment, net 5,187 Intangible assets, net 83,800 Other assets 167 Goodwill (1) 101,411 Total assets acquired $ 235,809 Accounts payable 273 Accrued expenses 13,961 Deferred revenue 6,670 Other current liabilities 454 Deferred tax liability 16,135 Total liabilities assumed $ 37,493 Total consideration transferred $ 198,316 (1) Reflects a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 The following table sets forth the components of identifiable intangible assets acquired and their weighted average useful lives by major class of intangible assets as of the acquisition date of June 15, 2021 (in thousands): Useful Lives As of June 15, 2021 (years) (in thousands) Technology 3 $ 50,000 Marketing products (1) 3 – 15 33,800 Total intangible assets acquired subject to amortization $ 83,800 (1) Includes customer relationships of $31.0 million with a useful life of 3 years and trademarks of $2.8 million with an useful life of 15 years Goodwill is primarily attributed to expected growth in new contracted customer contracts, new technologies anticipated from the acquisition and the assembled workforce of Second Spectrum. The goodwill acquired will not generate amortization deductions for income tax purposes. During the year ended December , , the Company incurred transaction costs of $ million in connection with the acquisition of Second Spectrum which was recorded in transaction expenses in the consolidated statements of operations. The Company’s consolidated statements of operations for the year ended December , included revenue of $ million and net loss of $ million from Second Spectrum since the acquisition date of June , . Unaudited Pro Forma Information The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Second Spectrum had occurred on January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 Pro forma revenue $ 272,281 $ 167,002 Pro forma net loss (588,284 ) (88,484 ) The unaudited pro forma financial information has been presented for illustrative purposes only and is not necessarily indicative of results of operations that would have been achieved had the acquisition taken place on the date indicated, or the future consolidated results of operations of the Company. The pro forma financial information presented above has been derived from the historical consolidated financial statements of the Company and from the historical accounting records of Second Spectrum. The unaudited pro forma results include certain pro forma adjustments to revenue and net loss that were directly attributable to the acquisition, assuming the acquisition had occurred on January 1, 2020, including the following: (1) Transaction costs of approximately $10.7 million are assumed to have occurred on January 1, 2020 and are recognized as if incurred in the first quarter of 2020. Of these transaction costs, $6.6 million are incurred by Second Spectrum and $4.1 million are incurred by the Company. (2) Payment of approximately $1.6 million related to the acceleration of Second Spectrum’s historical unvested stock options as a result of the acquisition is assumed to have occurred on January 1, 2020 and is recognized as if incurred in the first quarter of 2020. Oppia Acquisition On July 31, 2019, the Company acquired all outstanding equity interests in Oppia Performance BVBA (“Oppia”) for cash and contingent consideration of approximately $2.9 million. Oppia provides proprietary technology which delivers low cost automated streaming content. The Company included the financial results of Oppia in the consolidated financial statements from the date of the acquisition. The acquisition was not material to the Company’s consolidated financial statements. Also, transaction costs were not material to the Company’s consolidated financial statements. In allocating consideration transferred based on estimated fair values, the Company recorded $2.6 million of goodwill. The goodwill is not deductible for U.S. income tax purposes. In the year ended December 31, 2021 and 2020, the Company recorded $1.6 million and million income from gain on fair value remeasurement of contingent consideration, respectively. Sportzcast Acquisition On December 10, 2020, the Company acquired all outstanding equity interests in Sportzcast, Inc. (“Sportzcast”) for cash of approximately $4.4 million. Sportzcast focuses on providing devices and solutions to translate very low latency official sports data feeds directly from sporting arenas and stadiums into a standard data format. The Company included the financial results of Sportzcast in the consolidated financial statements from the date of the acquisition. The Company incurred transaction costs of $0.2 million in connection with the acquisition of Sportzcast which was recorded in transaction expenses in the consolidated statements of operations. In allocating consideration transferred based on estimated fair values, the Company recorded $1.8 million of newly acquired intangible assets including Technology and Marketing Products and $2.2 million of goodwill. The goodwill is not deductible for U.S. income tax purposes. The acquisition was not material to the Company’s consolidated financial statements. On June 9, 2021, the Company acquired all outstanding equity interests in Fan Hub Media Holdings Pty Limited (“FanHub”) for cash of approximately $13.2 million and equity of approximately $19.0 million. FanHub is a leading provider of free-to-play Spirable Acquisition On August 17, 2021, the Company acquired all outstanding equity interests in Photospire Limited (“Spirable”) for an aggregate consideration transferred of $43.5 million including cash, equity and contingent consideration of $27.2 million, $9.7 million and $6.6 million, respectively. Spirable, based in London, United Kingdom, is a leading creative performance platform that allows brands, agencies and rights holders to create, automate and optimize highly personalized content. The Company incurred transaction costs of $2.8 million in connection with the acquisition of Spirable which was recorded in transaction expenses in the consolidated statements of operations. In allocating consideration transferred based on estimated fair values, the Company recorded $13.8 million of newly acquired intangible assets including Technology and Marketing Products and $30.5 million of goodwill. The goodwill is not deductible for U.S. income tax purposes. The acquisition is not material to the Company’s consolidated financial statements. In the year ended December 31, 2021, the Company recorded $0.8 million expense from loss on fair value remeasurement of contingent consideration. |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 4. Revenue Disaggregation of Revenues Revenue by Major Product Group The Company’s product offerings primarily deliver a service to a customer satisfied over time, and not at a point in time. Point in time revenues were immaterial for all periods presented in the consolidated statements of operations. Revenue for the Company’s major product groups consists of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Revenue by Product Group Betting Technology, Content and Services $ 177,201 $ 110,618 $ 88,370 Media Technology, Content and Services 48,312 23,055 11,883 Sports Technology and Services 37,222 16,066 14,367 Total $ 262,735 $ 149,739 $ 114,620 Revenue by Geographic Market Geographical regions are determined based on the region in which the customer is headquartered or domiciled. Revenues by geographical market consists of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Revenue by geographical market: Europe $ 175,731 $ 119,393 $ 90,453 Americas 69,278 20,419 15,699 Rest of the world 17,726 9,927 8,468 Total $ 262,735 $ 149,739 $ 114,620 In the year ended December 31, 2021, the United States of America, Malta, Gibraltar and the United Kingdom represented 20%, 14%, 13% and 13% of total revenue, respectively. In the year ended December 31, 2020, Malta, Gibraltar and the United Kingdom represented 16%, 15% and 13% of total revenue, respectively. In the year ended December 31, 2019, Gibraltar and Malta represented 16% and 12% of total revenue, respectively. Revenues by Major Customers No customers accounted for 10% or more of revenue in the years ended December 31, 2021, 2020 and 2019 respectively. Revenue from other sources For the year ended December 31, 2021, revenue for the Sports Technology and Services product group includes an immaterial amount of revenue from other sources in relation to equipment rental income. Remaining Performance Obligations Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes unearned revenue and unbilled amounts that will be recognized as revenue in future periods and excludes constrained variable consideration. The Company has excluded contracts with an original expected term of one year or less and variable consideration allocated entirely to wholly unsatisfied promises that form part of a single performance obligation from the disclosure of remaining performance obligations. Revenue allocated to remaining performance obligations was $379.5 million as of December 31, 2021. The Company expects to recognize approximately 42% in revenue within one year, and the remainder in the next 13 –120 months. During the year-ended December , , the Company recognized revenue of $ million for variable consideration related to revenue share contracts for Betting Technology, Content and Services. Contract Balances The timing of revenue recognition may differ from the timing of invoicing to customers, and these timing differences result in receivables (see Note 5 – Accounts Receivable, Net) As of December 31, 2021, the Company had $21.8 million of contract assets and $29.9 million of contract liabilities, recognized as deferred revenue. As of December 31, 2020, the Company had $10.1 million of contract assets and $26.0 million of contract liabilities, recognized as deferred revenue. As of December 31, 2019, the Company had $5.7 million contract assets and $16.0 million of contract liabilities, recognized as deferred revenue. The $11.7 million increase in contract assets as compared to the balance of $10.1 million as of December 31, 2020 is due to the acquisition of Second Spectrum. The $3.9 million increase in deferred revenue as compared to the balance of $26.0 million as of December 31, 2020 is primarily due to cash payments received or due in advance of satisfying performance obligations, which were in the ordinary course of business. Substantially all of the deferred revenue beginning balance as of each period presented has been recognized in the years ended December 31, 2021 and 2020. COVID-19 Due to COVID-19, one-time COVID-19 COVID-19 |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |
Accounts Receivable, Net | Note 5. Accounts Receivable, Net As of December 31, 2021, accounts receivable, net consisted of accounts receivable of $50.1 million less allowance for doubtful accounts of $1.3 million. As of December 31, 2020, accounts receivable, net consisted of accounts receivable of $26.1 million less allowance for doubtful accounts of $1.3 million. Allowance for doubtful accounts is as follows (in thousands): As of December 31, As of December 31, Balance, beginning of period $ 1,270 $ 760 Increase (decrease) in provision 1,726 582 Write-offs, net of recoveries (1,672 ) (122 ) Foreign currency translation adjustments (12 ) 50 Balance, end of period $ 1,312 $ 1,270 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 6. Property and Equipment, Net Property and equipment, net consists of the following (in thousands): As of December 31, As of December 31, 2021 2020 Buildings $ 2,451 $ 2,434 IT Equipment 20,571 9,695 Furniture and fixtures 1,821 1,700 Other equipment 38 38 Total property and equipment $ 24,881 $ 13,867 Less: accumulated depreciation 10,436 8,865 Property and equipment, net $ 14,445 $ 5,002 Depreciation expense related to property and equipment was $3.0 million, $1.6 million, and $1.7 million for the years ended December 31, 2021, 2020 and 2019, respectively. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | Note 7. Goodwill Changes in the carrying amount of goodwill for the periods presented in accompanying consolidated financial statements are as follows (in thousands): Balance as of December 31, 2019 $ 192,980 Goodwill acquired 2,211 Effect of currency translation remeasurement 5,433 Balance as of December 31, 2020 $ 200,624 Goodwill acquired (1) 152,421 Effect of currency translation remeasurement (6,627 ) Balance as of December 31, 2021 $ 346,418 (1) Includes a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 for the Second Spectrum acquisition For the year ended December 31, 2021, the carrying amount of goodwill increased by $20.5 million due to the FanHub acquisition, $101.4 million due to the Second Spectrum acquisition, $30.5 million due to the Spirable acquisition. For the year ended December 31, 2020 the carrying amount of goodwill increased by $2.2 million due to the Sportzcast acquisition. (See Note 3 – Business Combinations. No impairment of goodwill was recognized for the years ended December 31, 2021, 2020 and 2019. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 8. Intangible Assets, Net Intangible assets subject to amortization as of December 31, 2021 consist of the following (in thousands, except years): Weighted Gross Carrying Accumulated Net Carrying (years) Data rights 7 $ 71,266 $ 23,625 $ 47,641 Marketing products 6 62,803 12,786 50,017 Technology 2 112,698 54,811 57,887 Capitalized software 2 70,494 34,820 35,674 Total intangible assets $ 317,261 $ 126,042 $ 191,219 Intangible assets subject to amortization as of December 31, 2020 consist of the following (in thousands, except years): Weighted Gross Carrying Accumulated Net Carrying (years) (in thousands) Data rights 8 $ 71,797 $ 16,621 $ 55,176 Marketing products 12 24,757 4,548 20,209 Technology 1 44,720 32,625 12,095 Capitalized software 2 44,374 17,312 27,062 Total intangible assets $ 185,648 $ 71,106 $ 114,542 Amortization expense was $56.3 million, $33.4 million, and $26.3 million for the years ended December 31, 2021, 2020 and 2019, respectively. As of December 31, 2021, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows: Fiscal Years (in thousands) 2022 $ 62,929 2023 55,558 2024 27,112 2025 8,859 2026 8,859 Thereafter 27,902 Total $ 191,219 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Other Assets | Note 9. Other Assets Other assets (current and long-term) as of December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Other current assets: Non-trade $ 6,767 $ 3,448 Deferred offering costs — 2,093 Executive note receivable — 4,659 Inventory 530 384 Total other current assets $ 7,297 $ 10,584 Other assets: Security deposit $ 4,059 $ 3,622 Corporate tax receivable 3,886 1,256 Sales tax receivable 623 3,042 Contract costs 1,751 1,576 Total other assets $ 10,319 $ 9,496 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10. Debt The following table summarizes outstanding debt balances as of December , and (in thousands): Instrument Date of Issuance Maturity Date Effective December 31, December 31, Investor Loan Notes September 2018 to December 2019 April 2021 10% $ — $ 82,631 Genius Sports Italy Srl Mortgage December 2010 December 2025 1% 88 116 Related party loan December 2020 April 2021 4% — 10,248 $ 88 $ 92,995 Less current portion of debt (23 ) (10,272 ) Non-current $ 65 $ 82,723 Investor Loan Notes On September 7, 2018, the Company issued to Maven TopHoldings SARL, a subsidiary of a fund advised by Apax and other shareholders $56.2 million aggregate principal amount of unsecured investor loan notes with interest of 10% per annum and $5.2 million aggregate principal amount of unsecured manager loan notes with interest at 10% per annum (collectively the “Investor Loan Notes”). During September and December 2019, supplemental deeds to the Investor Loan Notes were entered into by the Company, providing for the issuance of additional Investor Loan Notes with an aggregate principal amount of $1.4 million. See Note 20 – Related Party Transactions Genius Sports Italy Srl Mortgage On December 1, 2010, Genius Sports entered into a loan agreement in Euros for the equivalent of $0.3 million to be paid in accordance with the quarterly floating rate amortization schedule over the course of the loan. Related Party Loan On December 8, 2020, certain investment funds affiliated with Apax entered into a loan agreement with a subsidiary of the Company (the “Related Party Loan”) for an aggregate amount of $10.0 million in order to fund cash consideration payable with respect to acquisition of business, properties or assets, as well as to fund general corporate expenses, including working capital. The Related Party Loan carries an interest rate of 4.00% per annum. See Note 20 – Related Party Transactions Secured Overdraft Facility The Company has access to short-term borrowings and lines of credit. The Company’s main facility is a secured overdraft facility with Barclays Bank PLC, which incurs a variable interest rate of 4.00% over the Bank of England rate. As of December 31, 2021 and 2020, the Company had no outstanding borrowings under its lines of credit. As of December 31, 2021 and 2020, the Company was in compliance with all applicable covenants related to its indebtedness. Interest Expense Interest expense was $3.4 million, $8.0 million and $6.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. Debt Maturities Expected future payments for all borrowings as of December 31, 2021 are as follows: Fiscal Period: (in thousands) 2022 $ 23 2023 22 2024 23 2025 20 2026 — Thereafter — Total payment outstanding $ 88 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Derivative Warrant Liabilities [Abstract] | |
Derivative Warrant Liabilities | Note 11. Derivative Warrant Liabilities As part of dMY’s initial public offering (“IPO”) in 2020, dMY issued 9,200,000 warrants to third party investors, and each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, dMY completed the private sale of 5,013,333 warrants to dMY’s sponsor (“Private Placement Warrants”) and each Private Placement Warrant allows the sponsor to purchase one share of the Company’s Class A common stock at $11.50 per share. Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The Public Warrants have an exercise price of $11.50 per share, subject to adjustments and will expire five years In the year ended December 31, 2021, 1,531,591 Public Warrants were exercised at a price of $11.50 per share, resulting in proceeds of $17.6 million, and the issuance of 1,531,591 shares of Common Stock. As of December 31, 2021, 7,668,381 Public Warrants remained outstanding. The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of common stock issuable upon the exercise of the Private Placement Warrants are not transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants are non-redeemable The Company accounts for Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). Specifically, the Public and Private Placement Warrants meet the definition of a derivative but do not qualify for an exception from derivative accounting since the warrants are not indexed to the Company’s stock and therefore, are precluded from equity classification. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidated statement of operations. For the year ended December 31, 2021, a loss of $11.4 million was recognized from the change in fair value of the Public and Private Placement Warrants in the Company’s consolidated statements of operations. |
Other Liabilities
Other Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | Note 12. Other Liabilities Other liabilities (current and long-term) as of December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Other current liabilities: Other payables $ 2,839 $ 3,576 Deferred consideration 5,675 — Contingent consideration 21,840 138 Total other current liabilities $ 30,354 $ 3,714 Other liabilities: Deferred consideration $ 4,595 $ — Contingent consideration 6,532 2,164 Incentive securities — 1,425 Total other liabilities $ 11,127 $ 3,589 |
Common Shares
Common Shares | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Shares | Note 13. Common Shares Ordinary Shares Holders of Ordinary Shares are entitled to receive notice of, attend and speak at a general meeting of the Company and to vote on resolutions on a one vote per ordinary share basis, exercised by a show of hands, on a poll or on a written resolution. The holders of ordinary shares are entitled to such dividends as may be declared by the Genius Board, subject to all applicable laws, including but not limited to the Guernsey Companies Law and the Genius Governing Documents. Dividends and other distributions authorized by the Genius Board in respect of the issued and outstanding ordinary shares shall be paid in accordance with the Genius Governing Documents and shall be distributed among the holders of ordinary shares on a pro rata basis. As of December 31, 2021, the Company had unlimited Common Shares authorized and 193,585,625 shares issued and outstanding. As of December 31, 2020, the Company had 70,040,242 Common Shares authorized, issued and outstanding. B Shares Holders of B Shares are entitled to receive notice of, attend and speak at a general meeting of the Company and to vote on resolutions. On a show of hands, on a poll or on a written resolution each holder of B Shares is entitled to exercise one tenth of a vote per B Share held. The B shares do not entitle holders to dividends or distributions, or to participate in any other distribution of the assets of the Company whether on a winding up or otherwise. As of December 31, 2021, the Company had 22,500,000 B Shares authorized and 18,500,000 B Shares issued and outstanding. As of December 31, 2020, the Company had no B Shares authorized, issued and outstanding. |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Note 14. Loss Per Share The Company uses the two-class two-class if-converted non-participating The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands except share and per share data): Year ended December 31, 2021 2020 2019 Net loss attributable to common stockholders – basic and diluted $ (592,753 ) $ (30,348 ) $ (40,207 ) Basic and diluted weighted average common stock outstanding 150,912,333 70,040,242 68,414,830 Loss per share attributable to common stockholders – basic and $ (3.93 ) $ (0.43 ) $ (0.59 ) The shares and net loss per common share, prior to the Business Combination, have been retroactively restated as shares reflecting the Exchange Ratio of approximately shares of the Company per one share of Maven Topco as established in the Merger. The following table presents the potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year ended December 31, 2021 2020 2019 Stock options to purchase common stock 436,238 — — Unvested restricted shares 8,889,155 — — Public Warrants to purchase common stock 7,668,381 — — Warrants issued to NFL to purchase common stock 18,500,000 — — Preference shares — 218,561,319 218,561,319 Incentive Securities — 31,168,684 28,465,659 Total 35,493,774 249,730,003 247,026,978 |
Stock-based Compensation
Stock-based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-based Compensation | Note 15. Stock-based Compensation Restricted Shares 2021 Restricted Share Plan On October 27, 2020, in anticipation of the Merger, the Board of Directors approved a Management Equity Term Sheet (“Term Sheet”) which modified the terms of Maven Topco’s legacy Incentive Securities (defined below) and allowed for any unvested Incentive Securities at Closing to be converted to restricted shares under the 2021 Restricted Share Plan, using the Exchange Ratio established during the Merger. See Note 2 – Reverse Capitalization Specifically, historical unvested Class B and Class C Incentive Securities were converted to restricted shares subject only to service conditions (“Time-Vesting Restricted Shares”) and subject to graded vesting over four years. Historical Class D unvested Incentive Securities were converted to restricted shares with service and market conditions (“Performance-Vesting Restricted Shares”), subject to graded vesting over three years based on a market condition related to volume weighted average trading price performance of the Company’s common stock. The Company determined that a modification to the terms of Maven Topco’s legacy Incentive Securities occurred on October 27, 2020 (“October Modification”) because the Company removed the Bad Leaver provision (discussed below in “Incentive Securities” section) for vested awards, contingent upon the Closing, representing a change in vesting conditions. The Company further determined that another modification occurred on April 20, 2021 (“April Modification”) since the Incentive Securities, which are private company awards, were exchanged for restricted shares, which are public company awards, representing a change in vesting conditions. No compensation cost was recognized as a result of the October Modification because the awards were improbable of vesting both before and after the modification date as of October 27, 2020. Upon Closing, the Company recognized total compensation cost of $183.2 million to account for the vesting of the historical Incentive Securities upon removal of the Bad Leaver provision. The Company measured the awards based on their fair values as of October 27, 2020, which is considered to be the grant date fair value of the awards, adjusted for any incremental compensation cost resulting from the April Modification, which is determined to be immaterial. The estimated October Modification date fair values of the Company’s restricted shares under the 2021 Restricted Shares Plan were calculated based on the following assumptions: Common share and equivalents price - marketable (1) $ 10.26 Discount for lack of marketability (“DLOM”) (2) 16.0 % *Term (3) 4.5 years *Volatility (4) 83.3 % *Risk-free rate (5) 0.3 % (1) Represents the publicly traded common stock price of dMY as of the modification date on October 27, 2020 (2) Represents the discount for lack of marketability of the historical Incentive Securities as of the modification date on October 27, 2020 (subsequently converted to restricted shares upon Closing), calculated using the Finnerty Method (3) Represents the sum of the expected term from the modification date to Closing (6 months) and the vesting period of 4 years for Performance-Vesting Restricted Shares (4) Calculated based on comparable companies’ historical volatilities over a matching term of 4.5 years (5) Based on the U.S. Constant Maturity Treasury yield curve as of the modification date over a matching term of 4.5 years * Only used to estimate the modification date fair value of historical Class D Incentive Securities (subsequently converted to Performance-Vesting Restricted Shares) under Monte Carlo simulations Second Spectrum Restricted Shares On June 15, 2021, as part of the Company’s acquisition of Second Spectrum (See Note 3 – Business Combinations A summary of the Company’s overall restricted shares activities for the year ended December 31, 2021 is as follows: Number of Shares Weighted Unvested restricted shares as of December 31, 2020 — Granted 10,995,112 $ 8.70 Forfeited (5,842 ) $ 8.62 Vested (2,100,115 ) $ 9.76 Unvested restricted shares as of December 31, 2021 8,889,155 $ 8.44 The compensation cost recognized for the restricted shares during the year ended December 31, 2021 was $244.8 million, and zero for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2021, total unrecognized compensation cost related to the restricted shares was $ million and is expected to be recognized over a weighted-average service period of years. Stock Options 2021 Option Plan On April 20, 2021 (“Grant Date”), as part of the Merger, the Board of Directors adopted the 2021 Option Plan and granted employees options to purchase the Company’s common stock via an employee benefit trust including 1) options which shall immediately vest upon Closing (“Immediate-Vesting Options”), 2) options subject only to service conditions (“Time-Vesting Options”) and 3) options with service and market conditions (“Performance-Vesting Options”). Immediate-Vesting Options became fully vested and exercisable immediately following the Closing, which aligns with the Grant Date. Time-Vesting Options are subject to graded vesting over the four years following the Grant Date. Performance-Vesting Options are subject to graded vesting over the three years from the Grant Date, subject to a market condition related to volume weighted average trading price performance of the Company’s common stock. The estimated Grant Date fair value of the Company’s options under the 2021 Option Plan was calculated using a combination of the Black Scholes Option Pricing Model and Monte Carlo simulations based on the following assumptions: Time to maturity (1) 5.0 years Common stock price (2) $ 16.21 Volatility (3) 90.1 % Risk-free rate (4) 0.8 % Strike price (1) $ 10.00 Dividend yield (5) 0.0 % (1) Based on contractual terms (2) Represents the publicly traded common stock price as of the Grant Date (3) Calculated based on comparable companies’ historical volatilities over a matching term of 5 years (4) Based on the U.S. Constant Maturity Treasury yield curve as of the valuation date over a matching term over 5 years (5) Assumes a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future A summary of the Company’s options activity for the year ended December 31, 2021 is as follows: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2020 — Granted 445,868 $ 10.00 Forfeited (9,630 ) $ 10.00 Outstanding as of December 31, 2021 436,238 $ 10.00 4.30 $ — Exercisable as of December 31, 2021 58,053 Unvested as of December 31, 2021 378,185 The compensation cost recognized for options during the year ended December 31, 2021 was $1.4 million. The weighted-average grant date fair value per share of options granted during the year ended December 31, 2021 was $10.11. The total fair value of options that vested during the year ended December 31, 2021 was $0.5 million. A s of December 31, 2021, the Company had $ million of unrecognized stock-based compensation expense related to the stock options. This cost is expected to be recognized over a weighted-average period of years. NFL Warrants On April 1, 2021, the Company entered into a new multi-year strategic partnership with NFL Enterprises LLC (“NFL”) (the “License Agreement”). Under the terms of the License Agreement, the Company obtains the right to serve as the worldwide exclusive distributor of NFL official data to the global regulated sports betting market, the worldwide exclusive distributor of NFL official data to the global media market, the NFL’s exclusive international distributor of live digital video to the regulated sports betting market (outside of the United States of America where permitted), and the NFL’s exclusive sports betting and i-gaming six-year six-year The Company accounts for the License Agreement as an executory contract for the ongoing Data Feeds and the warrants will be accounted for as share-based payments to non-employees. The grant date fair value of the warrants is estimated to be equal to the closing price of dMY’s common stock of $15.63, as of the grant date on April, 1, 2021. The Company used dMY’s stock price to approximate the fair value of the Company as the grant date was before the Merger was consummated. A summary of the Company’s warrants activity for the year ended December 31, 2021 is as follows: Number of Weighted Outstanding as of December 31, 2020 — Issued 18,500,000 $ 0.01 Outstanding as of December 31, 2021 18,500,000 The cost recognized for the warrants during the year ended December 31, 2021 was $243.2 million, and zero for the years ended December 31, 2020 and 2019. As of December 31, 2021, the Company had $46.0 million of unrecognized stock-based compensation expense related to the warrants. The warrants vest over a three year period and the cost is expected to be recognized over a weighted-average period of 0.89 years. 11,250,000 warrants were vested in the year ended December 31, 2021. Incentive Securities Prior to the Merger, the Company maintained an equity incentive arrangement providing employees options to purchase historical Maven Topco’s common stock (the “Incentive Securities”) consisting of B Ordinary Shares (“Class B Incentive Securities”), C Ordinary Shares, C1 Ordinary Shares, C2 Ordinary Shares (collectively, “Class C Incentive Securities”), D1 Ordinary Shares, and D2 Ordinary Shares (collectively, “Class D Incentive Securities”), with each share having a par value of $0.01, except for the Class C Incentive Securities, which had a par value of $0.21. In connection with the Merger, any Incentive Securities that remained unvested immediately prior to the Closing were exchanged for restricted shares issued under the 2021 Restricted Share Plan (discussed above in “2021 Restricted Shares Plan” section). Pursuant to the Business Combination Agreement, a catch-up Catch-Up Catch-Up Based on the forfeiture provisions discussed below, although the Incentive Securities were legally issued, they were not considered outstanding from an accounting perspective. The Incentive Securities were subject to a repurchase feature, which in most instances was essentially a forfeiture provision. The Company had a call option to any or all of the Incentive Securities and the call option price depended on whether the Incentive Securities holder who left the Company was classified as a “Good Leaver” or a “Bad Leaver”. The repurchase price for a Good Leaver’s vested Incentive Securities was the fair value of the vested Incentive Securities. The repurchase price for any Bad Leaver’s Incentive Securities, and any Incentive Securities a Good Leaver held which remained unvested, was the lower of fair value or the original cost, akin to a forfeiture provision. Outside of retirement from the Company at the statutory retirement age and any other circumstance in which the Company’s remuneration committee exercised its discretion to deem an individual to be a Good Leaver, any voluntary termination by a holder of Incentive Securities would entitle the Company to require the forfeiture of the Incentive Securities. The Company determined that it was not probable that any participants would reach the statutory retirement age while employed by the Company. Due to the repurchase feature, the Company estimated that holders of Incentive Securities would forfeit all of their Incentive Securities. As such, the Company did not recognize any compensation cost for the Incentive Securities for the period from January 1, 2021 to the Closing on April 20, 2021 and for the year ended December 31, 2020. As the stated vesting provisions for the Incentive Securities were deemed non-substantive There were no Incentive Securities granted during the period from January 1, 2021 to April 20, 2021. On April 20, 2021, all Incentive Securities were converted to restricted shares pursuant to the Business Combination Agreement. There were no Incentive Securities outstanding as of December 31, 2021. A summary of the Company’s Incentive Securities activity for the year ended December , is as follows (awards outstanding are recalculated based on the Exchange Ratio established during the Merger as the result of the reverse capitalization. See Note – Reverse Capitalization for details): Awards Weighted Aggregate (in thousands) Unvested awards December 31, 2020 31,168,684 $ 1.60 $ 16,243 Converted (31,168,684 ) $ 1.39 Outstanding as of December 31, 2021 — $ — Stock-based Compensation Summary The Company’s total stock-based compensation expense was summarized as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 243,512 $ — $ — Sales and marketing 3,546 — — Research and development 4,670 — — General and administrative 237,746 — — Total $ 489,474 $ — $ — |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 16. Fair Value Measurements The Public Warrants are classified as Level 1 financial instruments. The fair value of Public Warrants has been measured based on the listed market price of such warrants. The Private Placement Warrants are classified as Level 3 financial instruments. The Company estimated the fair value of the Private Placement Warrants using a Black Scholes Pricing Model. Inherent in a Black Scholes Pricing Model are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December , (in thousands): Description Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 16,794 $ — $ — $ 16,794 Contingent Consideration — 20,532 7,840 28,372 Total liabilities $ 16,794 $ 20,532 $ 7,840 $ 45,166 The following assumptions were used for the valuation of the Private Placement Warrants as of September 15, 2021 (the exercise date) and April 20, 2021: As of September 15, 2021 As of April 20, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 20.05 $ 16.21 Volatility 65.90 % 26.60 % Term 4.60 years 5.00 years Risk-free rate 0.73 % 0.82 % Dividend yield 0.00 % 0.00 % The change in the fair value of the derivative warrant liabilities (Public Warrants and Private Placement Warrants) from April 20, 2021 to December 31, 2021 is summarized as follows (in thousands): Public Private Total Initial measurement at April 20, 2021 $ 52,638 $ 32,026 $ 84,664 Change in fair value (22,733 ) 34,145 11,412 Exercise of warrants (12,928 ) (65,876 ) (78,804 ) Foreign currency translation adjustments (183 ) (295 ) (478 ) Derivative warrant liabilities at December 31, 2021 $ 16,794 $ — $ 16,794 Contingent consideration is classified as Level 2 and Level 3 financial instruments. The fair value of the Level 2 contingent consideration has been measured based on the underlying stock price of the Company. The fair value of the Level 3 contingent consideration is determined based on significant unobservable inputs including discount rate, estimated revenue of the acquired business, and estimated probabilities of achieving specified technology development and operational milestones. Significant judgment is employed in determining the appropriateness of the inputs described above. Changes to the inputs could have a material impact on the company’s financial position and results of operations in any given period. The change in the fair value of the contingent consideration is summarized as follows (in thousands): 2021 2020 Beginning balance – January 1 $ 2,302 $ 2,520 Additions (1) 6,615 — (Gain) loss on fair value remeasurement of contingent consideration (2) 19,405 (271 ) Foreign currency translation adjustments 50 53 Ending balance – December 31 $ 28,372 $ 2,302 (1) Additions during the year ended December 31, 2021 represent contingent consideration liabilities arising from the Spirable acquisition (refer to Note 3 – Business Combinations ) in the third quarter of 2021. (2) (Gain) loss on fair value remeasurement of contingent consideration mainly consist of an increase in the obligation to the former management shareholders of Second Spectrum as the lock-up With the respect to the contingent consideration obligation arising from the Spirable acquisition, the Company estimates the fair value at each subsequent reporting period using a probability weighted discounted cash flow model for contingent milestone payments and Monte Carlo simulation for contingent revenue payments. As of December 31, 2021, the Company had no transfers between levels of the fair value hierarchy of its assets or liabilities measured at fair value. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 17. Income Taxes The U.K. and foreign components of the Company’s loss before provision for income taxes consisted of the following (in thousands): Year Ended Year Ended Year Ended U.K. $ (326,206 ) $ (26,846 ) $ (43,199 ) Foreign (278,248 ) (1,689 ) (2,374 ) Loss before income taxes $ (604,454 ) $ (28,535 ) $ (45,573 ) The components of the Company’s income tax (benefit) expense consisted of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Current: U.K. $ — $ — $ — Foreign 1,708 47 114 Current tax expense 1,708 47 114 Deferred: U.K. (13,618 ) 1,650 (5,374 ) Foreign 209 116 (106 ) Deferred tax expense (benefit) (13,409 ) 1,766 (5,480 ) Total $ (11,701 ) $ 1,813 $ (5,366 ) Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 19.0% is as follows: Year Ended Year Ended Year Ended 2021 2020 2019 U.K. provision at statutory rate 19.0 % 19.0 % 19.0 % Expenses not deductible for tax purposes (1.6 ) 0.9 (3.6 ) Return to provision (0.4 ) — — Non-deductible — (3.6 ) — Income not taxable — — 0.8 Stock based compensation (19.7 ) 2.6 1.5 Chargeable gains/(losses) — — — Remeasurement of warrant liability — — — Transaction cost adjustment — (1.4 ) — Tax rate change 0.3 — (0.4 ) Foreign rate difference 5.3 — (1.5 ) Change in valuation allowance (0.9 ) (21.6 ) (4.0 ) Effective tax rate 2.0 % (4.1 )% 11.8 % The Company’s effective tax rates differ from the U.K. statutory rate primarily due to the change in valuation allowance, and expenses not deductible for tax purpose. The Company’s deferred income tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): Year Ended Year Ended 2021 2020 Deferred tax assets: Net operating loss carry forward $ 48,031 $ 26,498 Property and equipment (78 ) 159 Other 180 187 Deferred tax assets before valuation allowance 48,133 26,844 Valuation allowance (19,059 ) (11,240 ) Deferred tax assets, net of valuation allowance 29,074 15,604 Deferred tax liabilities: Outside basis difference 2,034 1,913 Intangible assets 43,942 21,783 Deferred tax liabilities 45,976 23,696 Net deferred tax assets (liabilities) $ (16,902 ) $ (8,092 ) The Company assesses the realizability of deferred tax assets based on the available evidence, including a history of taxable income and estimates of future taxable income. In assessing the realizability of deferred tax assets, the Company considers whether it is more likely than not that all or some portion of deferred tax assets will not be realized. Due to the losses the Company generated in the current and prior years, the Company believes it is not more likely than not that all of the deferred tax assets can be realized in certain jurisdictions. Accordingly, the Company established and recorded a valuation allowance on its net deferred tax assets of $ million as of December , and a valuation allowance on its net deferred tax assets of $ million as of December , . As of December 31, 2021, the Company had $164.9 million of U.K. net operating loss carryforwards available to reduce future taxable income. All of the U.K. net operating losses will be carried forward indefinitely for U.K. tax purposes. The Company had no uncertain tax positions for the years ended December 31, 2021 and 2020. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 18. Commitments and Contingencies Leases The Company leases office space under various non-cancellable In September 2019, the Company legally assigned its rights and obligations in a London, England office lease to a third party. Historically, the Company accounted for the lease as an operating lease under US GAAP. In connection with the legal assignment to the third party, the Company was relieved of its primary obligation under the original lease, and the transaction was accounted for as a lease termination. In connection with the lease termination, the Company recognized a loss on termination of the original lease of $ million in the year ended December , inclusive of amounts paid to the third party to assume the original lease. The loss was recognized in general and administrative expense in the Company’s consolidated statement of operation. As of December 31, 2021, future minimum rental payments under noncancelable operating leases are as follows (in thousands): Years Ended December 31 (in thousands) 2022 $ 6,870 2023 5,757 2024 4,466 2025 1,366 2026 — Thereafter — Total $ 18,459 Sports Data License Agreements The Company enters into certain license agreements with sports federations and leagues primarily for the right to supply data and/or live video feeds to the betting industry. These license agreements may include rights to live and past game data, live videos and marketing rights. The license agreements entered into by the Company are complex and deviate in the specific rights granted, but are generally for a fixed period of time, with payments typically made in installments over the length of the contract. As of December 31, 2021, future minimum commitments under the Company’s data rights license agreements accounted for as executory contracts are as follows (in thousands): Years Ended December 31 (in thousands) 2022 $ 113,218 2023 133,439 2024 124,876 2025 38,050 2026 14,464 Thereafter 27,901 Total $ 451,948 Purchase Obligations The Company purchases goods and services from vendors in the ordinary course of business. Purchase obligations are defined as agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum quantities to be purchased, fixed, minimum, or variable price provisions, and the approximate timing of the transaction. The Company’s long-term purchase obligations primarily include service contracts related to cloud-based hosting arrangements. Total purchase obligations under these services contracts are $28.3 million as of December 31, 2021, with approximately $14.9 million due within one year and the remaining due by 2025. General Litigation From time to time, the Company is or may become subject to various legal proceedings arising in the ordinary course of business, including proceedings initiated by users, other entities, or regulatory bodies. Estimated liabilities are recorded when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. In many instances, the Company is unable to determine whether a loss is probable or to reasonably estimate the amount of such a loss and, therefore, the potential future losses arising from a matter may differ from the amount of estimated liabilities the Company has recorded in the audited consolidated financial statements covering these matters. The Company reviews its estimates periodically and makes adjustments to reflect negotiations, estimated settlements, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. Couchmans LLP Settlement An agreement was signed on February 25, 2014 with Couchmans LLP and Couchmans Data Services Limited (together “Claimants”) for the supply of basketball data to Betgenius, Ltd. (“Betgenius”) in exchange for revenue share payments. On February 9, 2017 Betgenius received notice from Travers Smith LLP, the legal counsel to the Claimants, regarding an alleged breach of contract. On April 30, 2019, a settlement agreement was signed with the Claimants in relation to the non-payment BetConstruct Litigation On September 6, 2019, the Company sent a letter to Soft Construct (Malta) Limited (d/b/a BetConstruct) (“BetConstruct”) stating that BetConstruct has infringed on the Company’s database rights by copying and using the contents of the Company’s databases. In March 2020, the Company filed a claim against BetConstruct and its affiliates, Royal Panda Limited and Vivaro Limited, in the High Court of England and Wales with respect to their infringement of the Company’s database rights. The Company is seeking injunctive and monetary relief against BetConstruct in connection with the alleged infringement. The claim has been amended to address the effects of Brexit. BetConstruct, having filed a defense, has now filed an amended defense and issued a counterclaim relating to competition law. Procedural steps in relation to the amended claim and amended defense and counterclaim on-going. on-going Sportradar Litigation On February 28, 2020, Sportradar AG and Sportradar UK Limited (collectively, “Sportradar”) filed a claim with the Registrar of the Competition Appeal Tribunal (“CAT”) against Football DataCo Limited (“Football DataCo”), Betgenius Limited (“Betgenius”), a subsidiary of the Company, and the Company. Sportradar is claiming that the Company has breached Article 101 of the Treaty on the Functioning of the European Union and Chapter I of the Competition Act 1998 in connection with the Company’s exclusive official live data agreement (the “Football DataCo Agreement”) with Football DataCo. Sportradar is seeking injunctive and monetary relief against the Company and Football DataCo in connection with the Football DataCo Agreement. The Company is currently defending the claim and Football DataCo (supported by the Company) made an application to transfer the claim from the Competition Appeal Tribunal to the U.K. High Court on June , . In addition, the Company and Football DataCo have issued claims against Sportradar for matters including conspiracy to injure by unlawful means and breach of confidence in relation to Sportradar’s unauthorized data collection activities at football club grounds where the Company has an exclusive right to collect official live data, which will be heard in the U.K. High Court (the foregoing litigation, the “Sportradar Litigation”), and seeks injunctive and monetary relief pursuant to such claims. A defense has been filed and served. Single trial listed to take place in autumn . The outcome of the litigation is uncertain, and therefore, the Company is unable to estimate the possible loss or range of loss that could result from an unfavorable outcome. This litigation is currently on-going and the Company can provide no assurances regarding the outcome of these proceedings and the impact that they may have on the Company’s business or reputation. Bank Letters of Credit In the normal course of business, the Company provides standby letters of credit or other guarantee instruments to certain parties initiated by either the Company or its subsidiaries. The Company has bank guarantees with Barclays Bank PLC totaling approximately $40.6 million outstanding as of December 31, 2021. The Company has not recorded any liability in connection with these bank guarantee arrangements. Based on historical experience and information currently available, the Company does not believe it will be required to make any payments under the bank guarantee arrangements. The Company has recorded $0.8 million, $0.8 million, and $0.7 million in interest expense in the years ended December 31, 2021, 2020, and 2019, respectively. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | Note 19. Employee Benefit Plan The Company operates a defined contribution plan for its employees. This plan is a qualified retirement savings plan under which the Company pays fixed contributions. The Company’s contributions were $1.2 million, $0.8 million, and $0.9 million in the years ended December 31, 2021, 2020 and 2019, respectively. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 20. Related Party Transactions The Company extended a $4.1 million loan to one of its executives on September 7, 2018. The executive notes receivable carried a 2.5% annual interest rate and was a full-recourse loan. As of December 31, 2020, the outstanding balance on the loan receivable, inclusive of interest, was $4.7 million. On April 20, 2021 upon the successful consummation of the Merger the Company made a catch-up On September 7, 2018, during September and December of 2019, the Company issued investor loan notes to Apax and other shareholders. On December 8, 2020, certain investment funds affiliated with Apax entered into a Related Party Loan agreement with a subsidiary of the Company. The Company repaid the investor loan notes and the Related Party Loan in full upon the consummation of the Merger. See Note 10 – Debt The Company made payments of $9.7 million and $2.0 million to Oakvale Capital in respect to success fees relating to the Merger and acquisition of Second Spectrum respectively for year ended December 31, 2021. A director of the Company is a founder and managing partner of Oakvale Capital. The Company made payments of $0.3 million, $0.2 million and $0.2 million to Carbon Group Limited in respect to consultancy services provided by a director and shareholder of the Company for the years ended December 31, 2021, 2020 and 2019, respectively. Certain investment funds affiliated with Apax have provided the Company with a commitment letter (approximately $ million as of December 31, 2021) (the “Commitment Letter”), upon the occurrence of certain events. See Note 18 – Commitments and Contingencies In the year ended December 31, 2021, the Company issued 42,242 restricted shares to two independent members of the board of directors, vesting between April 2022 and April 2024. Related to the issuance, the Company recognized compensation cost of $0.2 million during the years ended December 31, 2021, in general and administrative expense in the consolidated statements of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 21. Subsequent Events In preparing the consolidated financial statements as of December 31, 2021 and 2020, the Company has evaluated subsequent events through March 18, 2022, which is the date the consolidated financial statements were issued. Canadian Football League Partnership On December 10, 2021, the Company announced a landmark strategic partnership with the Canadian Football League (“CFL” or “the League”), the second largest football league globally with over 100 years of history. As part of the agreement, Genius Sports will have the exclusive rights to commercialize the CFL’s official data worldwide and video content with sportsbooks in international markets, replicating the global distribution and success of its official betting products for the EPL and NFL, among others. In connection with the partnership, in addition to the official data rights agreement, Genius Sports and the CFL have also agreed that Genius Sports will acquire a minority stake in CFL Ventures, the new commercial arm of the League, allowing the Company to benefit strategically and financially from the CFL’s growth. The transaction became effective in January 2022. Second Spectrum Additional Share Consideration On June 15, 2021, the Company acquired all outstanding equity interests in Second Spectrum for a total consideration of $198.3 million including $115.0 million in cash and $83.3 million in equity, reflecting a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021. On February 2, 2022, the Company issued 2,701,576 additional ordinary shares to the sellers that received equity consideration, pursuant to the terms and conditions of the business combination agreement. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements are presented in conformity with accounting principles accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts and operations of the Company, inclusive of its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain prior period amounts reported in our condensed consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. The Merger was accounted for as a reverse capitalization in accordance with accounting principles accepted in the United States of America (“US GAAP”). The Merger was first accounted for as a capital reorganization whereby the Company was the successor to its predecessor Maven Topco. As a result of the first step described above, the existing shareholders of Maven Topco continued to retain control through ownership of the Company. The capital reorganization was immediately followed by the acquisition of dMY, which was accounted for within the scope of Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). Under this method of accounting, dMY was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on post-combination relative voting rights, composition of the governing board, relative size of the pre-combination |
Foreign Currency | Foreign Currency The accompanying consolidated financial statements are presented in United States Dollars (“USD”), which is the Company’s reporting currency. The Company’s functional currency is the Pound Sterling (“GBP”). For transactions entered into in a currency other than its functional currency, monetary assets and liabilities are re-measured non-monetary re-measured re-measured non-functional |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of the Company’s net loss and foreign currency translation adjustments related to the effect of foreign exchange on the value of the Company’s assets and liabilities denominated in currencies other than USD. The cumulative net translation gain or loss is included in the Company’s consolidated statements of comprehensive loss. |
Business Combinations | Business Combinations The Company allocates the fair value of consideration transferred to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. The excess of the fair value of consideration transferred over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. The Company’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual values may differ from estimates. Allocation of consideration transferred to identifiable assets and liabilities affects the Company’s amortization expense, as acquired finite-lived intangible assets are amortized over their useful lives, whereas any indefinite lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions reflected in the financial statements include, but are not limited to, the valuation allowance for deferred tax assets, stock-based compensation including the fair value of equity awards, fair value of warrant liability, fair value estimates of derivatives, allowance for doubtful accounts, revenue recognition, fair value of contingent consideration, purchase price allocation including fair value estimates of intangible assets and goodwill, the estimated useful lives of property and equipment and intangible assets and capitalization of internally developed software costs. The Company bases its estimates on historical experience and also on assumptions that it believes are reasonable. Due to the inherent uncertainty involved in making assumptions and estimates, changes in circumstances could result in actual results differing from those estimates, and such differences could be material to the Company’s consolidated balance sheets, statements of operations and comprehensive loss. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging |
Liquidity and Capital Resources | Liquidity and Capital Resources The Company experienced operating losses for the years ended December 31, 2021, 2020 and 2019. The Company expects to continue to incur operating losses due to the investments it intends to make to its business, including development of products. Based on anticipated spend, timing of expenditure assumptions, along with market conditions, the Company expects that its cash will be sufficient to fund its operating expenses and capital expenditure requirements for at least one year after issuance of the accompanying consolidated financial statements. The Company may seek to raise additional funds through either equity or debt issuances to continue its investment in new product launches and related marketing initiatives and make strategic acquisitions. If the Company is unable to raise additional capital when desired and on reasonable terms, the business, results of operations, and financial condition could be adversely affected. The Company’s long-term success is dependent upon its ability to successfully market its products and services; generate revenue; maintain or reduce its operating costs and expenses; meet its obligations; obtain additional capital when needed; and, ultimately, achieve profitable operations. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties The Company is subject to those risks common in the sports betting industry and also those risks common to highly regulated industries including, but not limited to, the possibility of not being able to successfully develop or market its products; foreign currency risk; technological obsolescence; competition; dependence on key personnel and key external alliances; the successful protection of its proprietary technologies data, and intellectual property rights; branding; compliance with government regulations and specifically with data protection and privacy laws; litigation; systems and infrastructure failure; interest rate risk; seasonal fluctuations; ability to grow via strategic acquisitions and successfully integrate the acquired businesses; fraud, corruption, or negligence related to sports events; and the possibility of not being able to obtain additional financing when needed. The outbreak of COVID-19 stay-at-home “shelter-in-place” The direct impact on the Company’s business and the business of the Company’s customers, including sports organizations and bookmakers, beyond disruptions in normal business operations in several of the Company’s and customers’ offices and business establishments, has been primarily through the suspension, postponement and cancellation of sports and sporting events primarily during 2020 and the start of 2021. The suspension, postponement and cancellation of sporting events affected by COVID-19 COVID-19, COVID-19 |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and accounts receivable. The Company maintains the majority of its cash balances in accounts held by major banks and financial institutions, which management believes to be of high credit quality, and generally located in regions where the Company operates. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of December 31, 2021, one customer accounted for 11% of the Company’s accounts receivable. No individual customer accounted for 10% or more of the Company’s accounts receivable as of December 31, 2020. As of December 31, 2021, one vendor accounted for 61% of the Company’s accounts payable. As of December 31, 2020, one vendor accounted for 17% of the Company’s accounts payable. |
Segment Information | Segment Information The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker (“CODM”), consisting of the Company’s chief executive officer, in deciding how to allocate resources and assess the Company’s financial and operational performance. In addition, the Company’s CODM evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. As a result, management has determined that the Company’s business operates in a single operating segment. Since the Company operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no restricted cash amounts as of December 31, 2021 and 2020. |
Accounts Receivable | Accounts Receivable Accounts receivable represent amounts billed to customers in accordance with contract terms for which payment has not yet been received. Receivables are not collateralized and do not bear interest. Receivables are presented net of the allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts to reduce the Company’s receivables to net realizable value. The Company determines the allowance based on known troubled accounts, historical experience, and other currently available evidence. |
Financial Assets | Financial Assets Notes receivables are measured at the fair value of consideration transferred, net of transaction costs, and are measured subsequently at amortized cost using the effective interest method. The Company extended a $4.1 million loan to one of its executives on September 7, 2018. The executive notes receivable carried a 2.5% annual interest rate and was a full-recourse loan. As of December 31, 2021 and 2020, the outstanding balance on the executive notes receivable, inclusive of interest, was zero and $4.7 million, respectively. See Note 9 – Other Assets Related Party Transactions |
Inventory | Inventory Inventory mainly consists of video and other camera equipment for resale to customers. Inventory is stated at the lower of cost or net realizable value. Costs are computed under the standard cost method, which approximates actual costs determined on a first-in, first-out |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs consist of direct legal, accounting and other fees related to the merger with dMY Technology Group, Inc. II (see Note 2 – Reverse Capitalization |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of respective assets. The estimated useful lives of the Company’s assets are as follows: Estimated Useful Lives (years) Buildings 50 IT equipment 3 Furniture and fixtures 4 Other equipment 10 For leasehold improvements, the estimated useful lives are limited to the shorter of the useful life of the asset or the term of the lease. Expenditures for maintenance and repairs are charged to expense as incurred. When an asset is sold or otherwise disposed of, the cost and associated accumulated depreciation are removed from the accounts and the resulting gain or loss is recognized in the consolidated statements of operations. |
Internally Developed Software | Internally Developed Software Software that is developed for internal use is accounted for pursuant to ASC 350-40 , Intangibles, Goodwill and Other — Internal- Software 350-40”). internal-use internal-use |
Intangible Assets | Intangible Assets Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives. Data rights Data rights are finite-lived intangible assets amortized on a straight-line basis over their estimated useful life of ten years. Data rights represent legally protected rights to collect sports data for use in the Company’s product offerings and are typically generated through business combinations. The related amortization expense is classified in cost of revenue in the consolidated statements of operations. Technology Technology is finite-lived intangible asset amortized on a straight-line basis over its estimated useful life of three years. Technology primarily represents Genius Sports proprietary sports management technology platform generated through business combinations. The related amortization expense is classified as cost of revenue in the consolidated statements of operations. Technology also includes other acquired third party software not acquired in business combinations. The related amortization expense for third-party software is generally classified as general and administrative and research and development expenses in the consolidated statements of operations. Marketing Products Marketing products are finite-lived intangible assets amortized on a straight-line basis over their estimated useful lives, ranging from three to fifteen years. Marketing products include customer contracts and trademarks generated through business combinations. The related amortization expense is classified as general and administrative expense in the consolidated statements of operations. |
Goodwill | Goodwill Goodwill represents the difference between the purchase price and the fair value of assets and liabilities acquired in a business combination. Goodwill is not amortized. The Company has a single reporting unit. The Company reviews goodwill for impairment annually on the first day of its fourth quarter and also if events or changes in circumstances indicate the occurrence of a triggering event. The Company reviews goodwill for impairment by initially considering qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill, as a basis for determining whether it is necessary to perform a quantitative analysis. If it is determined that it is more likely than not that the fair value of reporting unit is less than its carrying amount, a quantitative analysis is performed to identify goodwill impairment. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, except for goodwill, primarily consist of property and equipment and finite-lived intangible assets. Long-lived assets, except for goodwill, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. If circumstances require a long-lived asset or asset group be tested for possible impairment, the Company first compares undiscounted cash flows expected to be generated by that asset or asset group to its carrying amount. If the carrying amount of the long-lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent the carrying amount of the underlying asset or asset group exceeds its fair value. No impairment loss was recognized for the years ended December 31, 2021, 2020 and 2019. |
Leases | Leases An arrangement is or contains a lease if there are specified assets and the right to control the use of a specified asset is conveyed for a period in exchange for consideration. Upon lease inception, the Company classifies leases as either operating or capital leases. Leases are classified as capital leases when the terms of the lease transfer substantially all of the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. Capital leases are recognized on the consolidated balance sheets, whereas operating leases are not. The Company did not have any capital leases in the years ended December 31, 2021, 2020 and 2019, respectively. For operating leases, the Company recognizes rent expense on a straight-line basis over respective lease terms. |
Investments | Investments The Company uses the equity method when it has the ability to exercise significant influence over operating and financial policies of an entity but does not have control of the entity. Under the equity method of accounting, an investment is initially recorded on the balance sheet at cost, representing the Company’s proportionate share of fair value. The investment is subsequently adjusted to reflect the Company’s proportionate share of net earnings or losses recognized, distributions received, contributions made and certain other adjustments, as appropriate. The Company does not record losses of the equity method investee in excess of its investment balance unless the Company is liable for obligations of the equity method investee or is otherwise committed to provide financial support to the equity method investee. The Company held equity method or other investments as December 31, 2021 and 2020. |
Derivatives | Derivatives The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging (“ASC 815”), which requires additional disclosures about the Company’s objectives and strategies for using derivative instruments, how the derivative instruments and related hedged items are accounted for, and how the derivative instruments and related hedging items affect the consolidated financial statements. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risk. Terms of debt instruments are reviewed to determine whether or not they contain embedded derivative instruments that are required under ASC 815 to be accounted for separately from the host contract and recorded on the consolidated balance sheets at fair value. An evaluation of specifically identified conditions is made to determine whether the fair value of warrants issued is required to be classified as equity or as a derivative liability. The fair value of derivative liabilities, if any, is required to be revalued at each reporting date, with corresponding changes in fair value recorded in current period operating results. Public and Private Placement Warrants The Company accounts for Public Warrants and Private Placement Warrants as liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (ASC 480) and ASC 815, Derivatives and Hedging (ASC 815). Specifically, the Public and Private Placement Warrants meet the definition of a derivative but do not qualify for an exception from derivative accounting since the warrants are not indexed to the Company’s stock and therefore, are precluded from equity classification. Since the Public and Private Placement Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value upon the closing of the Merger, with subsequent changes in their respective fair values recognized in the consolidated statement of operations. See Note 11 – Derivative Warrant Liabilities |
Short-term and Long-term Borrowings | Short-term and Long-term Borrowings The Company accounts for its loan instruments using an amortized cost model. Debt issuance costs, lender fees, and allocated proceeds to other financial instruments issued simultaneously to lenders reduce the initial carrying amount of the loan instruments. The carrying value is accreted to the stated principal amount at contractual maturity using the effective-interest method with a corresponding charge to interest expense. Debt discounts are presented on the consolidated balance sheets as a direct deduction from the carrying amount of related debt. |
Fair Value Measurement | Fair Value Measurement Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses valuation approaches that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company determines fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date. • Level 2 inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3 inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. 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. The Company’s financial assets and liabilities that are measured at fair value on a recurring basis under ASC 820, Fair Value Measurements and Disclosures, include warrant liabilities and contingent consideration (see Note 16 – Fair Value Measurements |
Revenue Recognition | Revenue Recognition Effective January 1, 2019, Genius Sports adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”) and ASC 340-40, 340-40”). ASC 606 requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires more detailed disclosures to enable readers of the financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company determines revenue recognition through the following steps: • Identify the contract, or contracts, with the customer; • Identify the performance obligations in the contract; • Determine the transaction price; • Allocate the transaction price to performance obligations in the contract; and • Recognize revenue when, or as, the Company satisfies performance obligations by transferring the promised good or services. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities. The Company primarily recognizes revenue from the delivery of products and services to customers in connection with the major product groups described below. Nature of Products and Services Betting Technology, Content and Services The Company primarily provides official sports data for in-game pre-match In conjunction with the platform, the Company also provides customers with software updates to its sportsbook platform and technical support. These services are provided to customers on a continuous basis over the contract term, and therefore, revenue is recognized on a consistent basis with the platform hosting service. Customers contract for the platform either under fixed fee or profit share arrangements. In fixed fee arrangements customers generally pay a fixed price for access to the official data and services platform. The fixed fee covers a minimum number of sporting events, and customers pay overages for events above the minimum. Payments are generally made either quarterly or monthly in advance. For overages, the Company estimates these amounts as variable consideration and applies the constraint to the extent it is probable there will be a significant reversal of cumulative revenue. The Company uses a time-elapsed measure of progress to recognize revenue as the Company provides access to the platform over the contract term. In profit share arrangements, the Company generates revenues based on a percentage of sportsbook operator profits. These arrangements generally do not specify a minimum number of sporting events. The Company generally invoices for these arrangements monthly in arrears. Variable consideration is allocated to distinct time increments of the service and recognized over the contract term as the Company satisfies each time increment of the service. Certain profit share arrangements also contain fixed fees but no minimum number of sporting events. In these contracts, the Company recognizes the fixed fees as revenue using a time-elapsed measure of progress to recognize revenue as the Company provides access to the platform over the contract term. Media Technology, Content and Services Media Technology The Company primarily provides advertising services to sports leagues and federations, along with sportsbook operators, and other global brands in the sports ecosystem. These services generally include personalized online marketing campaigns in which the Company, through its cloud-based marketing platform, uses real-time sports data to identify target audiences, manages the acquisition of digital advertising space, and transmits advertisements on behalf of its customers. The services are generally provided over a contract term of one year or less. The arrangements contain fixed fees, which are generally prepaid by customers. Revenue is recognized over time as the services are performed using an input method based on costs to secure advertising space. The Company is the principal in these arrangements as it is primarily responsible for delivering the advertisements, and bears inventory risk; therefore, revenue is presented gross. Creative Video Marketing The Company provides customers with data driven video marketing capabilities through a creative performance platform. Customers generally access the Company’s SaaS creative performance platform through a fixed fee annual license model. Customers do not take possession of the platform’s underlying software. Revenue is recognized over time as the Company stands ready to provide access to the platform on a continuous basis over the contract term. Customers may also choose to engage the Company and leverage the creative performance platform to create bespoke, scalable video marketing assets for campaigns. Campaigns are short-term in nature, covering a period of one year or less. Customers do not receive access to the platform, instead, taking control of the video marketing assets created by the Company upon delivery and acceptance. The Company recognizes revenue at the point in time at which control of the video marketing assets transfers to the customer. Fan Engagement The Company provides customers with a suite of technology solutions for digital fan engagement products and free to play (“F2P”) games. Customers subscribe to the products through a fixed fee annual license model, subject to certain variable components. The Customers do not take possession of the products and F2P games as they are accessed through a hosted service over a specified number of events or defined sporting season. Revenue is recognized over-time on a straight-line basis as customers receive and consume benefit of the products and F2P over the course of the number of events or defined sporting season. Sports Technology and Services Sports Technology The Company provides technology that enables sports leagues and federations to capture, manage, and distribute their official sports data, along with other tools and services and updates and technical support. These software solutions are tailored for specific sports. Customers access the Company’s sports technology through the cloud in a hosting environment over the contract term. Customers typically do not have the ability take possession of the software. Depending on the service, the Company either stands ready to provide the hosting service on a continuous basis over the contract term or offers the hosting service for a specified number of events or defined sporting season. In connection with these hosting services, the Company primarily receives noncash consideration in the form of official sports data and streaming rights, along with other rights. Because there is not a readily determinable fair value for these unique data rights, the Company estimates the fair value of noncash consideration by reference to the estimated standalone selling price of the services promised to the customer maximizing the use of observable inputs. Revenue is recognized either ratably over the contract term or as the services are provided by event or season, depending on the nature of the performance obligation. In conjunction with the hosting service, the Company also provides customers with software updates and technical support. Revenue is recognized for the services on a consistent basis with the hosted service. The Company also provides sports leagues and federations with integrity services inclusive of active bet monitoring solutions that flag suspicious betting activity, along with educational and other consultancy services. These services are often bundled in arrangements for other Sports Technology and Services where the Company receives noncash consideration. However, integrity services are also sold on a standalone basis in fixed fee arrangements. Revenue is recognized either ratably over the contract term or as the services are provided, depending on the nature of the performance obligation. Tracking, Analytics and Video Augmentation The Company provides sports teams and leagues with player tracking systems that capture and produce fast and accurate location data used to power new ways to understand, evaluate, improve and create content their game. Customers generally contract for the combined output of the tracking service and the tracking data platform under a fixed fee arrangement. Customers access the Company’s tracking data platform through the cloud in a hosting service over the contract term. Customers do not take possession of the underlying software for the tracking data platform. The Company stands ready to provide tracking services and access to the tracking data platform on a continuous basis through the hosted service over the contract term. The tracking equipment is generally leased to customers in an operating lease arrangement, with equipment rental income accounted for under the scope of ASC 840 Leases Revenue Sports teams and leagues can purchase access to separate data analytics programs through a fixed fee annual license model. Customers access the Company’s data analytics programs through the cloud in a hosting service over the contract term. Customers do not take possession of the underlying software in the data analytics programs. The Company stands ready to provide access to the data analytics programs on a continuous basis over the contract term. The Company provides sports leagues and media partners with real-time video augmentation services that allow for the production of informative and visually appealing content to drive fan engagement. Customers generally agree a fixed fee and a fixed number of matches for which augmented video streams will be provided. The video augmentation services are generally provided over a contract term of one year or less. Revenue is recognized over time using an output method based on video augmentations delivered. Other Policies, Judgments, and Practical Expedients Arrangements with Multiple Performance Obligations The Company’s contracts for Betting Technology, Content and Services and Sports Technology and Services often involve multiple performance obligations. For these contracts, the Company applies judgment and accounts for individual goods or services separately if the customer can benefit from the good or service on its own or with other resources that are readily available to the customer and the good or service is separately identifiable from other promises in the arrangement. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines the standalone selling price of goods or services based on an observable standalone selling price when it is available, as well as other factors, including standalone sales of similar goods or services, cost plus a reasonable margin, the price charged to customers, discounting practices, and overall pricing objectives, while maximizing observable inputs. Significant Financing Components In certain contracts, the Company receives payment from a customer either before or after the performance obligation has been satisfied. In these instances where the timing of revenue recognition differs from the timing of payment, the expected timing difference between payment and satisfaction of performance obligations for the Company’s contracts is generally one year or less; therefore, the Company applies a practical expedient and does not consider the effects of the time value of money. Any other differences between receipt of payment and satisfaction of performance obligations do not include a significant financing component because the primary purpose is not to receive or provide financing to customers. Contract Modifications The Company may modify contracts to offer customers additional goods or services. Each of the additional goods and services are generally considered distinct from those goods or services transferred to the customer before the modification. The Company evaluates whether the contract price for the additional goods and services reflects the standalone selling price as adjusted for facts and circumstances applicable to that contract. In these cases, the Company accounts for the additional goods or services as a separate contract. In other cases where the pricing in the modification does not reflect the standalone selling price as adjusted for facts and circumstances applicable to that contract, the Company accounts on a prospective basis where the remaining goods and services are distinct from the original items and on a cumulative catch-up Judgments and Estimates The Company applies judgment in determining whether it is the principal or agent in providing products and services to customers. The Company generally controls all products and services before transfer to customers as the Company is primarily responsible to deliver the products and services to customers, bears inventory risk, and has discretion in establishing prices. Accounting for contracts recognized over time under ASC 606 involves the use of various techniques to estimate total contract revenue and costs. Due to uncertainties inherent in the estimation process, it is possible that estimates of variable consideration or costs to complete a performance obligation will be revised in the near-term. The Company reviews and updates its contract-related estimates, and records adjustments as needed. In fixed fee Betting Technology, Content and Services arrangements the Company applies the expected value method to estimate variable consideration in the contract, primarily factoring its historical experience with similar contract-types and customer relationships, along with expected market activity and customer forecasts. In applying the constraint, the Company considers susceptibility of variable consideration to factors outside the Company’s control (i.e., market volatility and actions by customers). Additionally, the Company considers historical experience with similar contract types and customer relationships, as well as the broad range of possible consideration amounts associated with overages for a given customer contract. For fixed fee Betting Technology, Content and Services arrangements with variable consideration associated with overages to the extent the Company’s estimate of the transaction price, including consideration of the constraint changes, the Company records a cumulative-effect adjustment to adjust revenue recognized to date. For those performance obligations for which revenue is recognized using an input method, changes in total estimated costs, and related progress towards complete satisfaction of the performance obligation, are recognized on a cumulative catch-up basis of catch-up adjustments |
Costs Capitalized to Obtain Contracts with Customers | Costs Capitalized to Obtain Contracts with Customers The Company capitalizes incremental costs of obtaining contracts with customers. The Company has determined that certain internal sale force incentive programs meet the requirements to be capitalized. The Company applies the practical expedient to expense costs as incurred for costs to obtain contracts with customers when the amortization period would have been one year or less. Capitalized incremental costs are recognized over related contract terms. Capitalized amounts are recoverable through future revenue streams under all non-cancelable Capitalized costs to obtain contracts with customers are included in other assets in the accompanying consolidated balance sheets. Amortization of capitalized costs to obtain contracts with customers is included in sales and marketing expense in the accompanying consolidated statements of operations. During the year-ended December 31, 2021, the Company capitalized $1.0 million of costs to obtain contracts with customers and amortized $0.8 million. During the year-ended December 31, 2020, the Company capitalized $0.7 million of costs to obtain contracts with customers and amortized $0.5 million. During the year ended December 31, 2019, the Company capitalized $1.3 million of costs to obtain contracts with customers and amortized $0.2 million. There were no impairments of costs to obtain contracts with customers for all periods presented in the accompanying consolidated financial statements. |
Cost of Revenue | Cost of Revenue Cost of revenue consists primarily of expenses associated with the delivery of the Company’s products and services. These include but are not limited to expenses associated with data collection/procurement, third-party data rights, data production, server and bandwidth costs, client services, along with media and advertising costs directly associated with the Company’s media offerings. Cost of revenue also includes costs of inventory, costs associated with personnel salaries and benefits, stock-based compensation, sales commissions, depreciation of property and equipment, amortization of internal use software, and amortization of acquired data rights, technology, and marketing products. |
Sales and Marketing | Sales and Marketing Sales and marketing expenses consist primarily of expenses associated with advertising, events sponsorship, association memberships, marketing subscriptions, consulting costs, amortization of contract costs, stock-based compensation and related personnel costs and benefits. |
Research and Development | Research and Development Research and development expenses consist primarily of costs incurred for the development of new products related to the Company’s platform and services, as well as improving existing products and services. The costs incurred include stock-based compensation, related personnel salaries and benefits, facility costs server and bandwidth costs consulting costs, and amortization of production software costs. To date, research and development expenses have been expensed as incurred and included in the consolidated statements of operations. |
General and Administrative | General and Administrative General and administrative expenses consist of stock-based compensation, personnel salaries and benefits, legal-related costs, other professional service fees, rent expense and depreciation of property and equipment. |
Transaction Expenses | Transaction Expenses Transaction expenses consist primarily of advisory, legal, accounting, valuation, and other professional or consulting fees in connection with the Company’s corporate development activities. Direct and indirect transaction expenses in a business combination are expensed as incurred when the service is received. |
Stock-based Compensation | Stock-based Compensation The Company records stock-based compensation in accordance with ASC 718, Compensation — Stock Compensation tranche-by-tranche equity-classified non-employee awards tranche-by-tranche |
Income Taxes | Income Taxes Income taxes are accounted under 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 included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that these assets are more likely than not to be realized. In making such a determination, all available positive and negative evidence are considered, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step more-likely-than-not |
Net Loss Attributable Per Share to Common Shareholders | Net Loss Attributable Per Share to Common Shareholders Basic net loss per share attributable to common shareholders is computed by dividing the Company’s net loss attributable to common shareholders by the weighted-average number of common shares used in the loss per share calculation during the period. Diluted net loss per share attributable to common shareholders is computed by giving effect to all potentially dilutive securities, including stock options. Basic and diluted net loss per share attributable to common shareholders are the same for all periods presented as the inclusion of all potentially dilutive securities outstanding was anti-dilutive. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount within a range of loss can be reasonably estimated. When no amount within the range is a better estimate than any other amount, the Company accrues for the minimum amount within the range. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 right-of-use represents the lessee’s right to control the use of a specified asset for the lease term. Under the new guidance, lessor accounting is largely unchanged. In July 2018, the FASB issued ASU 2018-11, 2020-05, In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses 2016-13 In December 2019, the FASB issued ASU 2019-12, Income Taxes 2019-12 |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In June 2018, the FASB issued ASU No. 2018-07, non-employees non-employee re-measured 5 Stock-based Compensation non-employee In August 2018, the FASB issued ASU 2018-15, Internal-Use 350-40). internal-use internal-use internal-use 2018-15 |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Useful Lives of Property Plant and Equipment | The estimated useful lives of the Company’s assets are as follows: Estimated Useful Lives (years) Buildings 50 IT equipment 3 Furniture and fixtures 4 Other equipment 10 |
Reverse Capitalization (Tables)
Reverse Capitalization (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Reverse Capitalization [Abstract] | |
Summary of Ordinary Shares Issued | The number of Genius ordinary shares issued immediately following the consummation of the Merger was: dMY Class A common stock outstanding prior to the Merger 27,600,000 Less: redemption of dMY shares 1,296 Genius ordinary shares issued to dMY Class A common stockholders 27,598,704 Genius ordinary shares issued to dMY Class B common stockholders 6,900,000 Genius ordinary shares issued to PIPE Investors 33,000,000 Total Genius ordinary shares issued in connection with the Merger and PIPE Investment 67,498,704 Genius ordinary shares converted from legacy Maven Topco shares (1) 100,137,777 Total Genius ordinary shares issued immediately after the Merger 167,636,481 (1) Includes 79,587,346 Genius ordinary shares converted from existing classes of shares of Maven Topco and 20,550,431 Genius ordinary shares related to vested rollover Incentive Securities. See Note 15 – Stock-based Compensation fo |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Summary Computation of Consideration Transferred | The summary computation of consideration transferred is presented as follows (in thousands): Consideration Cash for outstanding Second Spectrum capital stock (1) $ 111,535 Fair value of Genius Sports Limited common stock issued for outstanding Second Spectrum capital stock (2) 83,291 Cash for vested outstanding Second Spectrum equity awards (3) 3,490 Total consideration transferred $ 198,316 (1) Includes cash consideration paid to former Second Spectrum shareholders totaling $111.5 million. (2) Represents the issuance of 4.7 million shares of the Company’s common stock at June 15 , 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 16 – Fair Value Measurements for . (3) Includes $3.5 million cash settlement of Second Spectrum’s vested outstanding stock options as of June 15 , 2021 associated with the pre-acquisition |
Summarizes the Fair Value of Assets Acquired and Liabilities | The following table summarizes the fair value of assets acquired and liabilities assumed on the acquisition date of June 15, 2021, with the excess recorded as goodwill (in thousands): Fair value of net assets acquired Cash and cash equivalents $ 43,865 Accounts receivables, net 1,126 Prepaid expenses 252 Other current assets 1 Property and equipment, net 5,187 Intangible assets, net 83,800 Other assets 167 Goodwill (1) 101,411 Total assets acquired $ 235,809 Accounts payable 273 Accrued expenses 13,961 Deferred revenue 6,670 Other current liabilities 454 Deferred tax liability 16,135 Total liabilities assumed $ 37,493 Total consideration transferred $ 198,316 (1) Reflects a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 |
Summary Components of Identifiable Intangible Assets | The following table sets forth the components of identifiable intangible assets acquired and their weighted average useful lives by major class of intangible assets as of the acquisition date of June 15, 2021 (in thousands): Useful Lives As of June 15, 2021 (years) (in thousands) Technology 3 $ 50,000 Marketing products (1) 3 – 15 33,800 Total intangible assets acquired subject to amortization $ 83,800 (1) Includes customer relationships of $31.0 million with a useful life of 3 years and trademarks of $2.8 million with an useful life of 15 years |
Summary of Pro Forma Financial Information | The following unaudited pro forma financial information presents combined results of operations for the periods presented as if the acquisition of Second Spectrum had occurred on January 1, 2020 (in thousands): Year Ended December 31, 2021 2020 Pro forma revenue $ 272,281 $ 167,002 Pro forma net loss (588,284 ) (88,484 ) |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | |
Schedule of Disaggregation of Revenue | Revenue for the Company’s major product groups consists of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Revenue by Product Group Betting Technology, Content and Services $ 177,201 $ 110,618 $ 88,370 Media Technology, Content and Services 48,312 23,055 11,883 Sports Technology and Services 37,222 16,066 14,367 Total $ 262,735 $ 149,739 $ 114,620 Geographical regions are determined based on the region in which the customer is headquartered or domiciled. Revenues by geographical market consists of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Revenue by geographical market: Europe $ 175,731 $ 119,393 $ 90,453 Americas 69,278 20,419 15,699 Rest of the world 17,726 9,927 8,468 Total $ 262,735 $ 149,739 $ 114,620 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Allowance for Credit Loss [Abstract] | |
Summary of Allowance for doubtful accounts | Allowance for doubtful accounts is as follows (in thousands): As of December 31, As of December 31, Balance, beginning of period $ 1,270 $ 760 Increase (decrease) in provision 1,726 582 Write-offs, net of recoveries (1,672 ) (122 ) Foreign currency translation adjustments (12 ) 50 Balance, end of period $ 1,312 $ 1,270 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary Of Property Plant And Equipment Net | Property and equipment, net consists of the following (in thousands): As of December 31, As of December 31, 2021 2020 Buildings $ 2,451 $ 2,434 IT Equipment 20,571 9,695 Furniture and fixtures 1,821 1,700 Other equipment 38 38 Total property and equipment $ 24,881 $ 13,867 Less: accumulated depreciation 10,436 8,865 Property and equipment, net $ 14,445 $ 5,002 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Movement Of Goodwill | Changes in the carrying amount of goodwill for the periods presented in accompanying consolidated financial statements are as follows (in thousands): Balance as of December 31, 2019 $ 192,980 Goodwill acquired 2,211 Effect of currency translation remeasurement 5,433 Balance as of December 31, 2020 $ 200,624 Goodwill acquired (1) 152,421 Effect of currency translation remeasurement (6,627 ) Balance as of December 31, 2021 $ 346,418 (1) Includes a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 for the Second Spectrum acquisition |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets Subject To Amortization | Intangible assets subject to amortization as of December 31, 2021 consist of the following (in thousands, except years): Weighted Gross Carrying Accumulated Net Carrying (years) Data rights 7 $ 71,266 $ 23,625 $ 47,641 Marketing products 6 62,803 12,786 50,017 Technology 2 112,698 54,811 57,887 Capitalized software 2 70,494 34,820 35,674 Total intangible assets $ 317,261 $ 126,042 $ 191,219 Intangible assets subject to amortization as of December 31, 2020 consist of the following (in thousands, except years): Weighted Gross Carrying Accumulated Net Carrying (years) (in thousands) Data rights 8 $ 71,797 $ 16,621 $ 55,176 Marketing products 12 24,757 4,548 20,209 Technology 1 44,720 32,625 12,095 Capitalized software 2 44,374 17,312 27,062 Total intangible assets $ 185,648 $ 71,106 $ 114,542 |
Summary Of Expected Amortization Of Intangible Assets | As of December 31, 2021, expected amortization of intangible assets for each of the five succeeding fiscal years and thereafter is as follows: Fiscal Years (in thousands) 2022 $ 62,929 2023 55,558 2024 27,112 2025 8,859 2026 8,859 Thereafter 27,902 Total $ 191,219 |
Other Assets (Tables)
Other Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Assets [Abstract] | |
Summary of Other Assets | Other assets (current and long-term) as of December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Other current assets: Non-trade $ 6,767 $ 3,448 Deferred offering costs — 2,093 Executive note receivable — 4,659 Inventory 530 384 Total other current assets $ 7,297 $ 10,584 Other assets: Security deposit $ 4,059 $ 3,622 Corporate tax receivable 3,886 1,256 Sales tax receivable 623 3,042 Contract costs 1,751 1,576 Total other assets $ 10,319 $ 9,496 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Outstanding Debt | The following table summarizes outstanding debt balances as of December , and (in thousands): Instrument Date of Issuance Maturity Date Effective December 31, December 31, Investor Loan Notes September 2018 to December 2019 April 2021 10% $ — $ 82,631 Genius Sports Italy Srl Mortgage December 2010 December 2025 1% 88 116 Related party loan December 2020 April 2021 4% — 10,248 $ 88 $ 92,995 Less current portion of debt (23 ) (10,272 ) Non-current $ 65 $ 82,723 |
Summary of Expected Future Payments | Expected future payments for all borrowings as of December 31, 2021 are as follows: Fiscal Period: (in thousands) 2022 $ 23 2023 22 2024 23 2025 20 2026 — Thereafter — Total payment outstanding $ 88 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Summary of Other Liabilities | Other liabilities (current and long-term) as of December 31, 2021 and 2020 are as follows (in thousands): December 31, December 31, Other current liabilities: Other payables $ 2,839 $ 3,576 Deferred consideration 5,675 — Contingent consideration 21,840 138 Total other current liabilities $ 30,354 $ 3,714 Other liabilities: Deferred consideration $ 4,595 $ — Contingent consideration 6,532 2,164 Incentive securities — 1,425 Total other liabilities $ 11,127 $ 3,589 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Loss Per Share And weighted Average Shares | The computation of loss per share and weighted average shares of the Company’s common stock outstanding for the years ended December 31, 2021, 2020 and 2019 is as follows (in thousands except share and per share data): Year ended December 31, 2021 2020 2019 Net loss attributable to common stockholders – basic and diluted $ (592,753 ) $ (30,348 ) $ (40,207 ) Basic and diluted weighted average common stock outstanding 150,912,333 70,040,242 68,414,830 Loss per share attributable to common stockholders – basic and $ (3.93 ) $ (0.43 ) $ (0.59 ) |
Summary of Antidilutive Securities Excluded From Computation of Earning Per Share | The following table presents the potentially dilutive securities that were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been antidilutive: Year ended December 31, 2021 2020 2019 Stock options to purchase common stock 436,238 — — Unvested restricted shares 8,889,155 — — Public Warrants to purchase common stock 7,668,381 — — Warrants issued to NFL to purchase common stock 18,500,000 — — Preference shares — 218,561,319 218,561,319 Incentive Securities — 31,168,684 28,465,659 Total 35,493,774 249,730,003 247,026,978 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Fair Values of the Company's Restricted Shares | The estimated October Modification date fair values of the Company’s restricted shares under the 2021 Restricted Shares Plan were calculated based on the following assumptions: Common share and equivalents price - marketable (1) $ 10.26 Discount for lack of marketability (“DLOM”) (2) 16.0 % *Term (3) 4.5 years *Volatility (4) 83.3 % *Risk-free rate (5) 0.3 % (1) Represents the publicly traded common stock price of dMY as of the modification date on October 27, 2020 (2) Represents the discount for lack of marketability of the historical Incentive Securities as of the modification date on October 27, 2020 (subsequently converted to restricted shares upon Closing), calculated using the Finnerty Method (3) Represents the sum of the expected term from the modification date to Closing (6 months) and the vesting period of 4 years for Performance-Vesting Restricted Shares (4) Calculated based on comparable companies’ historical volatilities over a matching term of 4.5 years (5) Based on the U.S. Constant Maturity Treasury yield curve as of the modification date over a matching term of 4.5 years * Only used to estimate the modification date fair value of historical Class D Incentive Securities (subsequently converted to Performance-Vesting Restricted Shares) under Monte Carlo simulations |
Summary of Company's Overall Restricted Shares | A summary of the Company’s overall restricted shares activities for the year ended December 31, 2021 is as follows: Number of Shares Weighted Unvested restricted shares as of December 31, 2020 — Granted 10,995,112 $ 8.70 Forfeited (5,842 ) $ 8.62 Vested (2,100,115 ) $ 9.76 Unvested restricted shares as of December 31, 2021 8,889,155 $ 8.44 |
Summary of the Company's Options Activity | A summary of the Company’s Incentive Securities activity for the year ended December , is as follows (awards outstanding are recalculated based on the Exchange Ratio established during the Merger as the result of the reverse capitalization. See Note – Reverse Capitalization for details): Awards Weighted Aggregate (in thousands) Unvested awards December 31, 2020 31,168,684 $ 1.60 $ 16,243 Converted (31,168,684 ) $ 1.39 Outstanding as of December 31, 2021 — $ — |
Summary of the Company's Warrants Activity | A summary of the Company’s warrants activity for the year ended December 31, 2021 is as follows: Number of Weighted Outstanding as of December 31, 2020 — Issued 18,500,000 $ 0.01 Outstanding as of December 31, 2021 18,500,000 |
Summary of the Company's Total Stock-based Compensation Expense | The Company’s total stock-based compensation expense was summarized as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of revenue $ 243,512 $ — $ — Sales and marketing 3,546 — — Research and development 4,670 — — General and administrative 237,746 — — Total $ 489,474 $ — $ — |
Employee Stock Option [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of the Company's Options Activity | A summary of the Company’s options activity for the year ended December 31, 2021 is as follows: Number of Weighted Weighted Aggregate (in years) (in thousands) Outstanding as of December 31, 2020 — Granted 445,868 $ 10.00 Forfeited (9,630 ) $ 10.00 Outstanding as of December 31, 2021 436,238 $ 10.00 4.30 $ — Exercisable as of December 31, 2021 58,053 Unvested as of December 31, 2021 378,185 |
2021 Restricted Shares Plan [Member] | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |
Summary of Fair Values of the Company's Restricted Shares | The estimated Grant Date fair value of the Company’s options under the 2021 Option Plan was calculated using a combination of the Black Scholes Option Pricing Model and Monte Carlo simulations based on the following assumptions: Time to maturity (1) 5.0 years Common stock price (2) $ 16.21 Volatility (3) 90.1 % Risk-free rate (4) 0.8 % Strike price (1) $ 10.00 Dividend yield (5) 0.0 % (1) Based on contractual terms (2) Represents the publicly traded common stock price as of the Grant Date (3) Calculated based on comparable companies’ historical volatilities over a matching term of 5 years (4) Based on the U.S. Constant Maturity Treasury yield curve as of the valuation date over a matching term over 5 years (5) Assumes a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Measurements | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December , (in thousands): Description Level 1 Level 2 Level 3 Total Liabilities: Public Warrants $ 16,794 $ — $ — $ 16,794 Contingent Consideration — 20,532 7,840 28,372 Total liabilities $ 16,794 $ 20,532 $ 7,840 $ 45,166 |
Summary of Valuation of Warrants | The following assumptions were used for the valuation of the Private Placement Warrants as of September 15, 2021 (the exercise date) and April 20, 2021: As of September 15, 2021 As of April 20, 2021 Exercise price $ 11.50 $ 11.50 Stock price $ 20.05 $ 16.21 Volatility 65.90 % 26.60 % Term 4.60 years 5.00 years Risk-free rate 0.73 % 0.82 % Dividend yield 0.00 % 0.00 % |
Summary of Changes in the Fair Value of Warrant Liabilities | The change in the fair value of the derivative warrant liabilities (Public Warrants and Private Placement Warrants) from April 20, 2021 to December 31, 2021 is summarized as follows (in thousands): Public Private Total Initial measurement at April 20, 2021 $ 52,638 $ 32,026 $ 84,664 Change in fair value (22,733 ) 34,145 11,412 Exercise of warrants (12,928 ) (65,876 ) (78,804 ) Foreign currency translation adjustments (183 ) (295 ) (478 ) Derivative warrant liabilities at December 31, 2021 $ 16,794 $ — $ 16,794 |
Summary of Change in the Fair Value of the Contingent Consideration | The change in the fair value of the contingent consideration is summarized as follows (in thousands): 2021 2020 Beginning balance – January 1 $ 2,302 $ 2,520 Additions (1) 6,615 — (Gain) loss on fair value remeasurement of contingent consideration (2) 19,405 (271 ) Foreign currency translation adjustments 50 53 Ending balance – December 31 $ 28,372 $ 2,302 (1) Additions during the year ended December 31, 2021 represent contingent consideration liabilities arising from the Spirable acquisition (refer to Note 3 – Business Combinations ) in the third quarter of 2021. (2) (Gain) loss on fair value remeasurement of contingent consideration mainly consist of an increase in the obligation to the former management shareholders of Second Spectrum as the lock-up |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |
Summary of Loss Before Provision (Benefit) For Income Taxes | The U.K. and foreign components of the Company’s loss before provision for income taxes consisted of the following (in thousands): Year Ended Year Ended Year Ended U.K. $ (326,206 ) $ (26,846 ) $ (43,199 ) Foreign (278,248 ) (1,689 ) (2,374 ) Loss before income taxes $ (604,454 ) $ (28,535 ) $ (45,573 ) |
Summary of Components of The Provision (Benefit) For Income Taxes | The components of the Company’s income tax (benefit) expense consisted of the following (in thousands): Year Ended Year Ended Year Ended 2021 2020 2019 Current: U.K. $ — $ — $ — Foreign 1,708 47 114 Current tax expense 1,708 47 114 Deferred: U.K. (13,618 ) 1,650 (5,374 ) Foreign 209 116 (106 ) Deferred tax expense (benefit) (13,409 ) 1,766 (5,480 ) Total $ (11,701 ) $ 1,813 $ (5,366 ) |
Summary of Reconciliation Between Effective Tax Rate On Income From Continuing Operations | Reconciliation between the effective tax rate on income from continuing operations and the statutory tax rate of 19.0% is as follows: Year Ended Year Ended Year Ended 2021 2020 2019 U.K. provision at statutory rate 19.0 % 19.0 % 19.0 % Expenses not deductible for tax purposes (1.6 ) 0.9 (3.6 ) Return to provision (0.4 ) — — Non-deductible — (3.6 ) — Income not taxable — — 0.8 Stock based compensation (19.7 ) 2.6 1.5 Chargeable gains/(losses) — — — Remeasurement of warrant liability — — — Transaction cost adjustment — (1.4 ) — Tax rate change 0.3 — (0.4 ) Foreign rate difference 5.3 — (1.5 ) Change in valuation allowance (0.9 ) (21.6 ) (4.0 ) Effective tax rate 2.0 % (4.1 )% 11.8 % |
Summary of Components Of Deferred Tax Assets And Liabilities | The Company’s deferred income tax assets and liabilities as of December 31, 2021 and 2020 are as follows (in thousands): Year Ended Year Ended 2021 2020 Deferred tax assets: Net operating loss carry forward $ 48,031 $ 26,498 Property and equipment (78 ) 159 Other 180 187 Deferred tax assets before valuation allowance 48,133 26,844 Valuation allowance (19,059 ) (11,240 ) Deferred tax assets, net of valuation allowance 29,074 15,604 Deferred tax liabilities: Outside basis difference 2,034 1,913 Intangible assets 43,942 21,783 Deferred tax liabilities 45,976 23,696 Net deferred tax assets (liabilities) $ (16,902 ) $ (8,092 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments Under Non-cancelable Operating Leases | As of December 31, 2021, future minimum rental payments under noncancelable operating leases are as follows (in thousands): Years Ended December 31 (in thousands) 2022 $ 6,870 2023 5,757 2024 4,466 2025 1,366 2026 — Thereafter — Total $ 18,459 |
Summary Of Future Minimum Commitments | As of December 31, 2021, future minimum commitments under the Company’s data rights license agreements accounted for as executory contracts are as follows (in thousands): Years Ended December 31 (in thousands) 2022 $ 113,218 2023 133,439 2024 124,876 2025 38,050 2026 14,464 Thereafter 27,901 Total $ 451,948 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Schedule of Useful Lives of Property Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 50 years |
IT equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 3 years |
Furniture and fixtures [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 4 years |
Other equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful lives | 10 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Sep. 07, 2018USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Date of incorporation | Oct. 21, 2020 | |||
Restricted cash current | $ 0 | $ 0 | ||
Inventory finished goods current | 500 | 400 | ||
Deferred offering costs | 0 | 2,100 | ||
Impairment of long lived assets held for use | 0 | 0 | $ 0 | |
Capitalized costs to obtain contract from customers | 1,000 | 700 | 1,300 | |
Capitalized contract cost, amortization | $ 808 | 538 | $ 231 | |
Percentage of unrecognized tax benefits to be realized for recognition in the income statement | 50.00% | |||
Maven Topcos [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Exchange Ratio | 37.38624 | |||
Pointsbet Holding Pty Ltd [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Equity method investments | $ 0 | 0 | ||
Executive Officer [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Payment towards loans and advances to related parties | $ 4,100 | |||
Related party transaction rate of interest | 2.50% | |||
Notes receivable from related party | $ 0 | $ 4,700 | ||
Accounts Receivable [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Concentration risk percentage | 11.00% | 10.00% | ||
Accounts Payable [Member] | Supplier One [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Concentration risk percentage | 61.00% | 17.00% |
Reverse Capitalization - Additi
Reverse Capitalization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2019 |
Reverse Capitalization [Line Items] | |||
Stock issued during the period value new issues | $ 2 | $ 79 | |
Gross proceeds from the issuance of equity | $ 330,000 | ||
Gross proceeds from the issuance of merger and other equity | 606,300 | ||
Proceeds from merger | 276,300 | $ 276,341 | |
Payment of stock issuance costs other equity issuances | 13,200 | ||
Adjustment to additional paid in capital costs of merger | $ 20,200 | ||
Private Investment In Public Equity Agreement [Member] | |||
Reverse Capitalization [Line Items] | |||
Stock issued during the period shares new issues | 33,000,000 | ||
Shares issued, price per share | $ 10 | ||
Gross proceeds from the issuance of equity | $ 330,000,000 | ||
DMY [Member] | |||
Reverse Capitalization [Line Items] | |||
Stock shares redeemed during the period shares | 1,296 | ||
Stock issued during the period value new issues | $ 12,966 | ||
Maven Topco [Member] | |||
Reverse Capitalization [Line Items] | |||
Payment for the redemption of redeemable preferred stock | 292,700 | ||
Repayment of long term debt | 96,900 | ||
Cumulative catch up payment made towards incentive securities | $ 15,700 |
Reverse Capitalization - Summar
Reverse Capitalization - Summary of Ordinary Shares Issued (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Ordinary Shares Converted From One Class To Another [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | [1] | 100,137,777 | |
Shares Issued Immediately After The Merger [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | 167,636,481 | ||
Common Class B [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
dMY Class A common stock outstanding prior to the Merger | 18,500,000 | 0 | |
PIPE Agreement [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | 33,000,000 | ||
PIPE Agreement [Member] | Common Class A [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | 27,598,704 | ||
PIPE Agreement [Member] | Common Class B [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | 6,900,000 | ||
Merger And Pipe Agreement [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
Ordinary shares issued | 67,498,704 | ||
Before The Merger [Member] | |||
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |||
dMY Class A common stock outstanding prior to the Merger | 27,600,000 | ||
Less: redemption of dMY shares | 1,296 | ||
[1] | Includes 79,587,346 Genius ordinary shares converted from existing classes of shares of Maven Topco and 20,550,431 Genius ordinary shares related to vested rollover Incentive Securities. See Note 15 – Stock-based Compensation for further details. |
Reverse Capitalization - Summ_2
Reverse Capitalization - Summary of Ordinary Shares Issued (Parenthetical) (Detail) | Apr. 20, 2021shares |
Due To Merger [Member] | Maven Topco [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |
Common stock shares converted from one category to another | 79,587,346 |
Related To Vested Rollover Incentive Schemes [Member] | |
Disclosure Of Common Stock Shares Issued Following The Consummation Of Merger [Line Items] | |
Common stock shares converted from one category to another | 20,550,431 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 17, 2021 | Jun. 15, 2021 | Jun. 09, 2021 | Dec. 10, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 31, 2019 | ||
Business Acquisition [Line Items] | ||||||||||
Business combination goodwill arising on acquistion | $ 101,411 | [1] | $ 346,418 | $ 200,624 | $ 192,980 | |||||
Business acqusition costs intangible assets acquired | 83,800 | |||||||||
Working capital Adjustments | 1,100 | |||||||||
Goodwill acquired | 152,421 | 2,211 | ||||||||
Oppia Acqusition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination total consideration | $ 2,900 | |||||||||
Business combination goodwill arising on acquistion | $ 2,600 | |||||||||
Income from gain on fair value remeasurement of contingent consideration | 1,600 | 300 | ||||||||
Sportzcast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination total consideration | $ 4,400 | |||||||||
Business combination goodwill arising on acquistion | 2,200 | $ 2,200 | ||||||||
Business acquistion transaction costs expensed | 200 | |||||||||
Business acqusition costs intangible assets acquired | $ 1,800 | |||||||||
Second Spectrum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination goodwill arising on acquistion | 101,400 | |||||||||
Consideration transferred | 198,316 | 198,316 | ||||||||
Payment to acquire business and settlement of share based liabilities | 115,000 | |||||||||
Business combination consideration transferred equity interests issued or issuable value | 83,300 | 83,291 | [2] | |||||||
Business acquistion transaction costs expensed | 5,700 | |||||||||
Business combination revenue from acquiree since acquistion date actual | 12,000 | 13,800 | ||||||||
Payment in cash to acquire business | $ 111,500 | |||||||||
Fan Hub Acquistion [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination goodwill arising on acquistion | $ 20,500 | |||||||||
Business combination consideration transferred equity interests issued or issuable value | 19,000 | |||||||||
Business acquistion transaction costs expensed | 400 | |||||||||
Payment in cash to acquire business | 13,200 | |||||||||
Business acqusition costs intangible assets acquired | $ 13,000 | |||||||||
Photospire Limited [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Consideration transferred | $ 43,500 | |||||||||
Business combination consideration transferred equity interests issued or issuable value | 9,700 | |||||||||
Payment in cash to acquire business | 27,200 | |||||||||
Transaction costs paid on behalf of Genius Sports | 2,800 | |||||||||
Business Combination Consideration Transferred Contingent Consideration | 6,600 | |||||||||
Goodwill acquired | 30,500 | |||||||||
Business Acquisition Expense on Fair Value Remeasurement | $ 800 | |||||||||
Photospire Limited [Member] | Technology-Based Intangible Assets [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite lived intangible assets acquired | $ 13,800 | |||||||||
[1] | Reflects a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 | |||||||||
[2] | Represents the issuance of 4.7 million shares of the Company’s common stock at June 15, 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 16 – Fair Value Measurements for details of additional shares issued in early 2022. |
Business Combinations - Summary
Business Combinations - Summary computation of consideration transferred (Detail) - Second Spectrum [Member] - USD ($) $ in Thousands | Jun. 15, 2021 | Dec. 31, 2021 | ||
Business Acquisition [Line Items] | ||||
Cash for outstanding Second Spectrum capital stock | [1] | $ 111,535 | ||
Fair value of Genius Sports Limited common stock issued for outstanding Second Spectrum capital stock | $ 83,300 | 83,291 | [2] | |
Cash for vested outstanding Second Spectrum equity awards | 3,500 | 3,490 | [3] | |
Total consideration transferred | $ 198,316 | $ 198,316 | ||
[1] | Includes cash consideration paid to former Second Spectrum shareholders totaling $111.5 million. | |||
[2] | Represents the issuance of 4.7 million shares of the Company’s common stock at June 15, 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 16 – Fair Value Measurements for details of additional shares issued in early 2022. | |||
[3] | Includes $3.5 million cash settlement of Second Spectrum’s vested outstanding stock options as of June 15, 2021 associated with the pre-acquisition services provided by former Second Spectrum shareholders. |
Business Combinations - Summa_2
Business Combinations - Summary computation of consideration transferred (Parenthetical) (Detail) - Second Spectrum [Member] - USD ($) $ / shares in Units, $ in Thousands | Jun. 15, 2021 | Dec. 31, 2021 | [1] |
Business Acquisition [Line Items] | |||
Payment in cash to acquire business | $ 111,500 | ||
Business combination equity interests issued and issuable number of shares | 4.7 | ||
Business acquisition share price | $ 17.74 | ||
Settlement of share based liabilities | $ 3,500 | $ 3,490 | |
[1] | Includes $3.5 million cash settlement of Second Spectrum’s vested outstanding stock options as of June 15, 2021 associated with the pre-acquisition services provided by former Second Spectrum shareholders. |
Business Combinations - Summari
Business Combinations - Summarizes the fair value of assets acquired and liabilities (Detail) - USD ($) $ in Thousands | Jun. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 43,865 | ||||
Accounts receivables, net | 1,126 | ||||
Prepaid expenses | 252 | ||||
Other current assets | 1 | ||||
Property and equipment, net | 5,187 | ||||
Intangible assets, net | 83,800 | ||||
Other assets | 167 | ||||
Goodwill | 101,411 | [1] | $ 346,418 | $ 200,624 | $ 192,980 |
Total assets acquired | 235,809 | ||||
Accounts payable | 273 | ||||
Accrued expenses | 13,961 | ||||
Deferred revenue | 6,670 | ||||
Other current liabilities | 454 | ||||
Deferred tax liability | 16,135 | ||||
Total liabilities assumed | 37,493 | ||||
Second Spectrum [Member] | |||||
Business Acquisition [Line Items] | |||||
Goodwill | 101,400 | ||||
Total consideration transferred | $ 198,316 | $ 198,316 | |||
[1] | Reflects a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 |
Business Combinations - Summa_3
Business Combinations - Summarizes the fair value of assets acquired and liabilities (Parenthetical) (Detail) $ in Millions | Jun. 15, 2021USD ($) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Working capital Adjustments | $ 1.1 |
Business Combinations - Summa_4
Business Combinations - Summary components of identifiable intangible assets (Detail) $ in Thousands | Jun. 15, 2021USD ($) | |
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired intangible assets subject to amortization | $ 83,800 | |
Technology | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives | 3 years | |
Acquired intangible assets subject to amortization | $ 50,000 | |
Marketing products | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Acquired intangible assets subject to amortization | $ 33,800 | |
Marketing products | Minimum [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives | 3 years | [1] |
Marketing products | Maximum [Member] | ||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, Useful Lives | 15 years | [1] |
[1] | Includes customer relationships of $31.0 million with a useful life of 3 years and trademarks of $2.8 million with an useful life of 15 years |
Business Combinations - Summa_5
Business Combinations - Summary components of identifiable intangible assets (Parenthetical) (Detail) - Second Spectrum [Member] $ in Millions | Jun. 15, 2021USD ($) |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets acquired | $ 31 |
Acquired finite lived lived intangible assets weighted average useful life | 3 years |
Trademarks [Member] | |
Business Acquisition [Line Items] | |
Finite lived intangible assets acquired | $ 2.8 |
Acquired finite lived lived intangible assets weighted average useful life | 15 years |
Business Combinations - Summa_6
Business Combinations - Summary of Pro Forma Financial Information (Detail) - Second Spectrum [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Pro forma revenue | $ 272,281 | $ 167,002 |
Pro forma net loss | $ (588,284) | $ (88,484) |
Business Combinations - Summa_7
Business Combinations - Summary of Pro Forma Financial Information (Parenthetical) (Detail) - Second Spectrum [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Business Acquisition [Line Items] | |
Business acquistion transaction costs expensed | $ 5.7 |
Payments related to unvested stock options | 1.6 |
Incurred By The Acquirer And By The Acquiree [Member] | |
Business Acquisition [Line Items] | |
Business acquistion transaction costs expensed | 10.7 |
Incurred By The Acquiree [Member] | |
Business Acquisition [Line Items] | |
Business acquistion transaction costs expensed | 6.6 |
Incurred By The Acquirer [Member] | |
Business Acquisition [Line Items] | |
Business acquistion transaction costs expensed | $ 4.1 |
Revenue - Schedule of Disaggreg
Revenue - Schedule of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 262,735 | $ 149,739 | $ 114,620 |
Betting Technology, Content and Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 177,201 | 110,618 | 88,370 |
Sports Technology and Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 37,222 | 16,066 | 14,367 |
Media Technology, Content and Services | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 48,312 | 23,055 | 11,883 |
Europe | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 175,731 | 119,393 | 90,453 |
Americas | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | 69,278 | 20,419 | 15,699 |
Rest of the World | |||
Disaggregation of Revenue [Line Items] | |||
Revenue | $ 17,726 | $ 9,927 | $ 8,468 |
Revenue - Schedule of Disaggr_2
Revenue - Schedule of Disaggregation of Revenue (Parenthetical) (Detail) - Sales Revenue Net Member | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
MT | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 14.00% | 16.00% | 12.00% |
GI | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 13.00% | 15.00% | 16.00% |
GB | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 13.00% | 13.00% | |
US | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk percentage | 20.00% |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | |||
Remaining performance obligation amount | $ 379,500 | ||
Performance obligation percentage to be recognized | 42.00% | ||
Revenue recognized for variable consideration | $ 38,900 | ||
Contract assets | 21,753 | $ 10,088 | $ 5,700 |
Contract liabilities | $ 29,871 | $ 26,036 | $ 16,000 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Allowance for doubtful accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | ||
Balance, beginning of period | $ 1,270 | $ 760 |
Increase (decrease) in provision | 1,726 | 582 |
Write-offs, net of recoveries | (1,672) | (122) |
Foreign currency translation adjustments | (12) | 50 |
Balance, end of period | $ 1,312 | $ 1,270 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable, after Allowance for Credit Loss [Abstract] | |||
Accounts receivable, net of allowance for credit loss | $ 50,100 | $ 26,100 | |
Accounts receivable, allowance for credit loss | $ 1,312 | $ 1,270 | $ 760 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary Of Property Plant And Equipment Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 24,881 | $ 13,867 |
Less: accumulated depreciation | 10,436 | 8,865 |
Property and equipment, net | 14,445 | 5,002 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 2,451 | 2,434 |
IT Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 20,571 | 9,695 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,821 | 1,700 |
Other equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 38 | $ 38 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 3 | $ 1.6 | $ 1.7 |
Goodwill - Summary Of Movement
Goodwill - Summary Of Movement Of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Beginning Balance | $ 200,624 | $ 192,980 |
Goodwill acquired | 152,421 | 2,211 |
Effect of currency translation remeasurement | (6,627) | 5,433 |
Ending Balance | $ 346,418 | $ 200,624 |
Goodwill - Summary Of Movemen_2
Goodwill - Summary Of Movement Of Goodwill (Parenthetical) (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Second Spectrum [Member] | |
Increase decrease working capital | $ 1.1 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2021 | [1] | Dec. 10, 2020 | |
Business Acquisition [Line Items] | ||||||
Goodwill impairment loss | $ 0 | $ 0 | $ 0 | |||
Goodwill | 346,418 | 200,624 | $ 192,980 | $ 101,411 | ||
Sportzcast [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 2,200 | $ 2,200 | ||||
FanHub [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 20,500 | |||||
Second Spectrum [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 101,400 | |||||
Spirable [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 30,500 | |||||
[1] | Reflects a working capital adjustment of $1.1 million in the fourth quarter of fiscal year 2021 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary Of Intangible Assets Subject To Amortization (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 317,261 | $ 185,648 |
Accumulated Amortization | 126,042 | 71,106 |
Total | $ 191,219 | $ 114,542 |
Data rights [member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives | 7 years | 8 years |
Gross Carrying Amount | $ 71,266 | $ 71,797 |
Accumulated Amortization | 23,625 | 16,621 |
Total | $ 47,641 | $ 55,176 |
Marketing products [member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives | 6 years | 12 years |
Gross Carrying Amount | $ 62,803 | $ 24,757 |
Accumulated Amortization | 12,786 | 4,548 |
Total | $ 50,017 | $ 20,209 |
Technology [member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives | 2 years | 1 year |
Gross Carrying Amount | $ 112,698 | $ 44,720 |
Accumulated Amortization | 54,811 | 32,625 |
Total | $ 57,887 | $ 12,095 |
Capitalized software [member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Lives | 2 years | 2 years |
Gross Carrying Amount | $ 70,494 | $ 44,374 |
Accumulated Amortization | 34,820 | 17,312 |
Total | $ 35,674 | $ 27,062 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of estimated future amortization of intangible assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 62,929 | |
2023 | 55,558 | |
2024 | 27,112 | |
2025 | 8,859 | |
2026 | 8,859 | |
Thereafter | 27,902 | |
Total | $ 191,219 | $ 114,542 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 56.3 | $ 33.4 | $ 26.3 |
Other Assets - Summary Of Other
Other Assets - Summary Of Other Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other current assets: | ||
Non-trade receivables | $ 6,767 | $ 3,448 |
Deferred offering costs | 2,093 | |
Executive note receivable | 4,659 | |
Inventory | 530 | 384 |
Total other current assets | 7,297 | 10,584 |
Other assets: | ||
Security deposit | 4,059 | 3,622 |
Corporate tax receivable | 3,886 | 1,256 |
Sales tax receivable | 623 | 3,042 |
Contract costs | 1,751 | 1,576 |
Total other assets | $ 10,319 | $ 9,496 |
Debt - Summary of Outstanding D
Debt - Summary of Outstanding Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
Investor Loan Notes | $ 82,631 | |
Genius Sports Italy Srl Mortgage | $ 88 | 116 |
Related Party Loan | 10,248 | |
Total | 88 | 92,995 |
Less current portion of debt | (23) | (10,272) |
Non-current portion of debt | $ 65 | $ 82,723 |
Debt - Summary of Outstanding_2
Debt - Summary of Outstanding Debt (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Investor Loan Notes [Member] | |
Debt Instrument [Line Items] | |
Long term debt maturity month starting | 2021-04 |
Long term debt effective rate of interest | 10.00% |
Genius Sports Italy Srl Mortgage [Member] | |
Debt Instrument [Line Items] | |
Long term debt maturity month ending | 2025-12 |
Long term debt effective rate of interest | 1.00% |
Related Party Loan [Member] | |
Debt Instrument [Line Items] | |
Long term debt month of maturity | 2021-04 |
Long term debt effective rate of interest | 4.00% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 08, 2020 | Sep. 30, 2019 | Sep. 07, 2018 | Dec. 01, 2010 | |
Interest expense | $ 3.4 | $ 8 | $ 6.9 | ||||
Barclays Bank Plc [Member] | |||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||
Line of credit, maximum amount | $ 0 | $ 0 | |||||
Related Party Loan [Member] | |||||||
Debt instrument, face amount | $ 10 | ||||||
Debt instrument, interest rate, stated percentage | 4.00% | ||||||
Maven Top Holdings SARL [Member] | Data Project SRL Mortgage [Member] | |||||||
Long-term debt, gross | $ 0.3 | ||||||
Maven Top Holdings SARL [Member] | Unsecured Investor Loan Notes [Member] | |||||||
Debt instrument, face amount | $ 56.2 | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||
Maven Top Holdings SARL [Member] | Unsecured Manager Loan Notes [Member] | |||||||
Debt instrument, face amount | $ 5.2 | ||||||
Debt instrument, interest rate, stated percentage | 10.00% | ||||||
Maven Top Holdings SARL [Member] | Investor Loan Notes [Member] | |||||||
Debt instrument, face amount | $ 1.4 | $ 1.4 |
Debt - Summary of Expected Futu
Debt - Summary of Expected Future Payments (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2022 | $ 23 |
2023 | 22 |
2024 | 23 |
2025 | 20 |
2026 | |
Thereafter | |
Total payment outstanding | $ 88 |
Derivative Warrant Liabilities
Derivative Warrant Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Sep. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants or rights outstanding term | 5 years | |||
Proceeds from warrants exercises | $ 17,613 | |||
Fair value adjustment of warrants | $ 11,412 | $ 0 | $ 0 | |
Common Stock [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Stock issued during period, shares, new issues | 2,282,759 | 7,668,381 | ||
Common stock shares issued | 1,531,591 | |||
Warrant [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Fair value adjustment of warrants | $ 11,400 | |||
IPO [Member] | DMY [Member] | Common Class A [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Exercise price per share | $ 11.50 | |||
Number of securities issued by each warrant | 1 | |||
Private Placement [Member] | DMY [Member] | Common Class A [Member] | DMY Sponsor [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Exercise price per share | $ 11.50 | |||
Number of securities issued by each warrant | 1 | |||
Public Warrants [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants issued | 0 | |||
Exercise price per share | $ 11.50 | |||
Class of warrants or rights outstanding | 7,668,381 | |||
Proceeds from warrants exercises | $ 17,600 | |||
Public Warrants [Member] | Warrant [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants issued | 1,531,591 | |||
Public Warrants [Member] | IPO [Member] | DMY [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants issued | 9,200,000 | |||
Public Warrants [Member] | From The Completion Of Business Combination [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Warrants exercisable term from the date of completion of business combination | 30 days | |||
Public Warrants [Member] | From The Closing Of Initial Public Offer [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Warrants exercisable term from the closing of IPO | 12 months | |||
Private Placement Warrants [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants or rights outstanding | 0 | |||
Class of warrants or rights lock in period | 30 days | |||
Private Placement Warrants [Member] | Private Placement [Member] | DMY [Member] | DMY Sponsor [Member] | ||||
Derivative Warrant Liabilities [Line Items] | ||||
Class of warrants issued | 5,013,333 |
Other Liabilities - Summary of
Other Liabilities - Summary of Other Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Other current liabilities: | ||
Other payables | $ 2,839 | $ 3,576 |
Deferred consideration | 5,675 | |
Contingent consideration | 21,840 | 138 |
Total other current liabilities | 30,354 | 3,714 |
Other liabilities: | ||
Deferred consideration | 4,595 | |
Contingent consideration | 6,532 | 2,164 |
Incentive securities | 1,425 | |
Total other liabilities | $ 11,127 | $ 3,589 |
Common Shares - Additional Info
Common Shares - Additional Information (Detail) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Ordinary Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares issued | 193,585,625 | 70,040,242 |
Common stock shares outstanding | 193,585,625 | 70,040,242 |
Ordinary B Shares [Member] | ||
Class of Stock [Line Items] | ||
Common stock shares authorized | 22,500,000 | 0 |
Common stock shares issued | 18,500,000 | 0 |
Common stock shares outstanding | 18,500,000 | 0 |
Loss Per Share - Summary of Los
Loss Per Share - Summary of Loss Per Share And weighted Average Shares (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss attributable to common stockholders – basic and diluted | $ (592,753) | $ (30,348) | $ (40,207) |
Basic and diluted weighted average common stock outstanding | 150,912,333 | 70,040,242 | 68,414,830 |
Loss per share attributable to common stockholders – basic and diluted | $ (3.93) | $ (0.43) | $ (0.59) |
Loss Per Share - Additional inf
Loss Per Share - Additional information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Maven Topco [Member] | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | |
Share exchange ratio | 37.38624 |
Loss Per Share - Summary of Ant
Loss Per Share - Summary of Antidilutive Securities Excluded From Computation Of Earning Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 35,493,774 | 249,730,003 | 247,026,978 |
Stock options to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 436,238 | ||
Unvested restricted shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 8,889,155 | ||
Public Warrants to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,668,381 | ||
Warrants issued to NFL to purchase common stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 18,500,000 | ||
Preference shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 218,561,319 | 218,561,319 | |
Incentive Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 31,168,684 | 28,465,659 |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Fair Values of the Company's Restricted Shares (Detail) - 2021 Restricted Shares Plan [Member] | 12 Months Ended | |
Dec. 31, 2021$ / shares | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Common share and equivalents price - marketable | $ 10.26 | [1] |
Discount for lack of marketability ("DLOM") | 16.00% | [2] |
Term | 4 years 6 months | [3],[4] |
Volatility | 83.30% | [3],[5] |
Risk-free rate | 0.30% | [3],[6] |
[1] | Represents the publicly traded common stock price of dMY as of the modification date on October 27, 2020 | |
[2] | Represents the discount for lack of marketability of the historical Incentive Securities as of the modification date on October 27, 2020 (subsequently converted to restricted shares upon Closing), calculated using the Finnerty Method | |
[3] | Only used to estimate the modification date fair value of historical Class D Incentive Securities (subsequently converted to Performance-Vesting Restricted Shares) under Monte Carlo simulations | |
[4] | Represents the sum of the expected term from the modification date to Closing (6 months) and the vesting period of 4 years for Performance-Vesting Restricted Shares | |
[5] | Calculated based on comparable companies’ historical volatilities over a matching term of 4.5 years | |
[6] | Based on the U.S. Constant Maturity Treasury yield curve as of the modification date over a matching term of 4.5 years |
Stock-based Compensation - Su_2
Stock-based Compensation - Summary of Fair Values of the Company's Restricted Shares (Parenthetical) (Detail) - 2021 Restricted Shares Plan [Member] | 12 Months Ended | |
Dec. 31, 2021 | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Term | 4 years 6 months | [1],[2] |
Volatility [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Term | 4 years 6 months | |
Risk-free rate [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Term | 4 years 6 months | |
[1] | Only used to estimate the modification date fair value of historical Class D Incentive Securities (subsequently converted to Performance-Vesting Restricted Shares) under Monte Carlo simulations | |
[2] | Represents the sum of the expected term from the modification date to Closing (6 months) and the vesting period of 4 years for Performance-Vesting Restricted Shares |
Stock-based Compensation - Su_3
Stock-based Compensation - Summary of Company's Overall Restricted Shares (Detail) - Restricted Shares [Member] - USD ($) | Jun. 15, 2021 | Dec. 31, 2021 |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Granted, Number of Shares | 518,706 | 10,995,112 |
Forfeited, Number of Shares | (5,842) | |
Vested, Number of Shares | (2,100,115) | |
Ending Balance, Number of Shares | 8,889,155 | |
Granted, Weighted Average Grant Date Fair Value per Share | $ 8.70 | |
Forfeited, Weighted Average Grant Date Fair Value per Share | $ 8.62 | |
Vested, Weighted Average Grant Date Fair Value per Share | $ 9.76 | |
Ending Balance, Weighted Average Grant Date Fair Value per Share | $ 8.44 |
Stock-based Compensation - Su_4
Stock-based Compensation - Summary of Estimated Grant Date Fair Value of the Company's Options (Detail) - 2021 Option Plan [Member] | 12 Months Ended | |
Dec. 31, 2021$ / shares | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to maturity | 5 years | [1] |
Common stock price | $ 16.21 | [2] |
Volatility | 90.10% | [3] |
Risk-free rate | 0.80% | [4] |
Strike price | $ 10 | |
Dividend yield | 0.00% | [5] |
[1] | Based on contractual terms | |
[2] | Represents the publicly traded common stock price as of the Grant Date | |
[3] | Calculated based on comparable companies’ historical volatilities over a matching term of 5 years | |
[4] | Based on the U.S. Constant Maturity Treasury yield curve as of the valuation date over a matching term over 5 years | |
[5] | Assumes a dividend yield of zero as the Company has no plans to declare dividends in the foreseeable future |
Stock-based Compensation - Su_5
Stock-based Compensation - Summary of Estimated Grant Date Fair Value of the Company's Options (Parenthetical) (Detail) | 12 Months Ended | |
Dec. 31, 2021 | ||
2021 Option Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Time to maturity | 5 years | [1] |
[1] | Based on contractual terms |
Stock-based Compensation - Su_6
Stock-based Compensation - Summary of the Company's Options Activity (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Aggregate Intrinsic Value | $ | $ 16,243,000 |
Employee Stock Option [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Options, Granted | 445,868 |
Number of Options, Forfeited | (9,630) |
Number of Options, Ending Balance | $ | $ 436,238 |
Number of Options, Exercisable | 58,053 |
Number of Options, Unvested | 378,185 |
Weighted Averaged Exercise Price,Forfeited | $ / shares | $ 10 |
Weighted Averaged Exercise Price, Granted | $ / shares | 10 |
Weighted Averaged Exercise Price, Ending Balance | $ / shares | $ 10 |
Weighted Average Remaining Contractual Life, Ending Balance | 4 years 3 months 18 days |
Aggregate Intrinsic Value | $ |
Stock-based Compensation - Su_7
Stock-based Compensation - Summary of the Company's Warrants Activity (Detail) - NFL Warrants [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Warrants, Beginning Balance | |
Number of Warrants, Issued | 18,500,000 |
Number of Warrants, Ending Balance | 18,500,000 |
Exercise Price, Issued | $ / shares | $ 0.01 |
Stock-based Compensation - Su_8
Stock-based Compensation - Summary of the Incentive Security Activity (Detail) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Awards Outstanding , Beginning Balance | 31,168,684 |
Awards Outstanding, Converted | (31,168,684) |
Awards Outstanding , Ending Balance | |
Weighted Averaged Exercise Price , Beginning Balance | $ / shares | $ 1.60 |
Weighted Averaged Exercise Price, Converted | $ / shares | $ 1.39 |
Aggregate Intrinsic Value | $ | $ 16,243 |
Stock-based Compensation - Su_9
Stock-based Compensation - Summary of the Company's Total Stock-based Compensation Expense (Detail) - 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] | |||
Stock-based compensation expense | $ 489,474 | ||
Cost of revenue [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 243,512 | ||
Sales and marketing [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 3,546 | ||
Research and development [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 4,670 | ||
General and administrative [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 237,746 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | Jun. 15, 2021 | Apr. 01, 2021 | Oct. 27, 2020 | Apr. 20, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Deposit liability, current | $ 0 | $ 1,400,000 | ||||||
Stock-based compensation expense | 489,474,000 | |||||||
2021 Restricted Shares Plan [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Stock-based compensation expense | $ 0 | $ 183,200,000 | ||||||
Share price | [1] | $ 10.26 | ||||||
Employee Stock Option [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Incentive securities granted | 445,868 | |||||||
Employee Stock Option [Member] | 2021 Restricted Shares Plan [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Unrecognized compensation costs | $ 3,000,000 | |||||||
Stock-based compensation expense | $ 1,400,000 | |||||||
Weighted-average period | 3 years | |||||||
Weighted-average grant date fair value per share of options granted | $ 10.11 | |||||||
Total fair value of options that vested | $ 500,000 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Unrecognized compensation costs | 49,600,000 | |||||||
Stock-based compensation expense | $ 244,800,000 | $ 0 | $ 0 | |||||
Restricted shares to the founders of Second Spectrum | 518,706 | 10,995,112 | ||||||
Percentage to be vested | 50.00% | |||||||
Share price | $ 17.74 | |||||||
Weighted-average period | 1 year 2 months 12 days | |||||||
NFL Warrants [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Closing price of dMY's common stock | $ 15.63 | |||||||
Unrecognized compensation costs | $ 46,000,000 | |||||||
Weighted-average period | 10 months 20 days | |||||||
Issue of NFL aggregate warrants | 18,500,000 | |||||||
Additional warrants for each annual extension | 2,000,000 | |||||||
Exercise price per share of warrants | $ 0.01 | |||||||
Additional warrants issuance description | each warrant is issued with one share of redeemable B Share with a par value of $0.0001 | |||||||
Cost recognized for the warrants | $ 243,200,000 | |||||||
Number of warrants vested | 11,250,000 | |||||||
Incentive Securities [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Shares issued, price per share | $ 0.01 | |||||||
Incentive securities granted | 0 | |||||||
C1 Ordinary Shares [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Shares issued, price per share | $ 0.21 | |||||||
Class B Incentive Securities [Member] | ||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Line Items] | ||||||||
Payments made For catch-up payment | $ 20,400,000 | |||||||
[1] | Represents the publicly traded common stock price of dMY as of the modification date on October 27, 2020 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Fair Value Measurements (Detail) - Fair Value, Recurring [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | $ 45,166 |
Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 16,794 |
Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 20,532 |
Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 7,840 |
Public Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 16,794 |
Public Warrants [Member] | Level 1 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 16,794 |
Private Placement Warrants [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 28,372 |
Private Placement Warrants [Member] | Level 2 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | 20,532 |
Private Placement Warrants [Member] | Level 3 [Member] | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Derivative warrant liabilities | $ 7,840 |
Fair Value Measurements - Sum_2
Fair Value Measurements - Summary of Valuation of Warrants (Detail) | Sep. 15, 2021yrshares | Apr. 20, 2021yrshares |
Exercise price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 20.05 | 16.21 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 65.90 | 26.60 |
Term [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | yr | 4.60 | 5 |
Risk-free rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.73 | 0.82 |
Dividend yield [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Fair Value Measurements - Sum_3
Fair Value Measurements - Summary of Changes in the Fair Value of Warrant Liabilities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement at April 20, 2021 | $ 84,664 |
Change in fair value | 11,412 |
Exercise of warrants | (78,804) |
Foreign currency translation adjustments | (478) |
Derivative warrant liabilities at December 31, 2021 | 16,794 |
Public Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement at April 20, 2021 | 52,638 |
Change in fair value | (22,733) |
Exercise of warrants | (12,928) |
Foreign currency translation adjustments | (183) |
Derivative warrant liabilities at December 31, 2021 | 16,794 |
Private Placement Warrants | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Initial measurement at April 20, 2021 | 32,026 |
Change in fair value | 34,145 |
Exercise of warrants | (65,876) |
Foreign currency translation adjustments | (295) |
Derivative warrant liabilities at December 31, 2021 | $ 0 |
Fair Value Measurements - Sum_4
Fair Value Measurements - Summary of Change in the Fair Value of the Contingent Consideration (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Additions | $ (78,804) | ||
Ending balance – December 31 | 16,794 | ||
Fair Value, Recurring [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Beginning balance – January 1 | 2,302 | $ 2,520 | |
Additions | [1] | 6,615 | 0 |
(Gain) loss on fair value remeasurement of contingent consideration | [2] | 19,405 | (271) |
Foreign currency translation adjustments | 50 | 53 | |
Ending balance – December 31 | $ 28,372 | $ 2,302 | |
[1] | Additions during the year ended December 31, 2021 represent contingent consideration liabilities arising from the Spirable acquisition (refer to Note 3 – Business Combinations) in the third quarter of 2021. | ||
[2] | (Gain) loss on fair value remeasurement of contingent consideration mainly consist of an increase in the obligation to the former management shareholders of Second Spectrum as the lock-up period expired on December 31, 2021. Pursuant to the terms and conditions of the business combination agreement with Second Spectrum, the Company will issue an additional 2,701,576 shares of the Company’s common stock to the former Second Spectrum shareholders in early 2022. |
Fair Value Measurements - Sum_5
Fair Value Measurements - Summary of Change in the Fair Value of the Contingent Consideration (Parenthetical) (Detail) | Feb. 02, 2022shares |
Fair Value, Recurring [Member] | Second Spectrum [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Common stock, shares issued | 2,701,576 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Level 1, 2 and 3 [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value hierarchy of its assets or liabilities measured at fair value | $ 0 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss Before Provision (Benefit) For Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | |||
U.K. | $ (326,206) | $ (26,846) | $ (43,199) |
Foreign | (278,248) | (1,689) | (2,374) |
Loss before income taxes | $ (604,454) | $ (28,535) | $ (45,573) |
Income Taxes - Summary of Compo
Income Taxes - Summary of Components of The Provision (Benefit) For Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | |||
U.K. | $ 0 | $ 0 | $ 0 |
Foreign | 1,708 | 47 | 114 |
Current tax expense | 1,708 | 47 | 114 |
Deferred: | |||
U.K. | (13,618) | 1,650 | (5,374) |
Foreign | 209 | 116 | (106) |
Deferred tax expense (benefit) | (13,409) | 1,766 | (5,480) |
Total | $ (11,701) | $ 1,813 | $ (5,366) |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation Between Effective Tax Rate On Income From Continuing Operations (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | |||
U.K. provision at statutory rate | 19.00% | 19.00% | 19.00% |
Expenses not deductible for tax purposes | (1.60%) | 0.90% | (3.60%) |
Return to provision | (0.40%) | 0.00% | 0.00% |
Non-deductible interest expense | 0.00% | (3.60%) | 0.00% |
Income not taxable | 0.00% | 0.00% | 0.80% |
Stock based compensation | (19.70%) | 2.60% | 1.50% |
Chargeable gains/(losses) | 0.00% | 0.00% | 0.00% |
Remeasurement of warrant liability | 0.00% | 0.00% | 0.00% |
Transaction cost adjustment | 0.00% | (1.40%) | 0.00% |
Tax rate change | 0.30% | 0.00% | (0.40%) |
Foreign rate difference | 5.30% | 0.00% | (1.50%) |
Change in valuation allowance | (0.90%) | (21.60%) | (4.00%) |
Effective tax rate | 2.00% | (4.10%) | 11.80% |
Income Taxes - Summary of Com_2
Income Taxes - Summary of Components of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carry forward | $ 48,031 | $ 26,498 |
Property and equipment | 78 | 159 |
Other | 180 | 187 |
Deferred tax assets before valuation allowance | 48,133 | 26,844 |
Valuation allowance | (19,059) | (11,240) |
Deferred tax assets, net of valuation allowance | 29,074 | 15,604 |
Deferred tax liabilities: | ||
Outside basis difference | 2,034 | 1,913 |
Intangible assets | 43,942 | 21,783 |
Deferred tax liabilities | 45,976 | 23,696 |
Net deferred tax assets (liabilities) | $ (16,902) | $ (8,092) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
U.K. provision at statutory rate | 19.00% | 19.00% | 19.00% |
Valuation allowance | $ 19,059 | $ 11,240 | |
Net operating loss carry forward | 164,900 | ||
Uncertain income tax | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments under Non-cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 6,870 |
2023 | 5,757 |
2024 | 4,466 |
2025 | 1,366 |
2026 | 0 |
Thereafter | 0 |
Total | $ 18,459 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Commitments (Detail) - Sports Data License Agreement [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
2022 | $ 113,218 |
2023 | 133,439 |
2024 | 124,876 |
2025 | 38,050 |
2026 | 14,464 |
Thereafter | 27,901 |
Total | $ 451,948 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2014 | |
Loss Contingencies [Line Items] | |||||
Rental expenses operating lease | $ 5.1 | $ 2.9 | $ 3.6 | ||
Sublease income | 2.2 | 1.3 | |||
Gain loss on termination of operating lease | 1.1 | ||||
Barclays Bank Plc [Member] | |||||
Loss Contingencies [Line Items] | |||||
Letter of credit outstanding | 40.6 | ||||
Barclays Bank Plc [Member] | Letter of Credit [Member] | |||||
Loss Contingencies [Line Items] | |||||
Interest expenses on bank letter of credit | 0.8 | $ 0.8 | $ 0.7 | ||
Couchmans LLP Settlement [Member] | |||||
Loss Contingencies [Line Items] | |||||
Litigation amount payable | $ 1.4 | ||||
Litigation amount payments | $ 0.1 | ||||
Long Term Purchase Obligation Related To Cloud Based Hosting [Member] | |||||
Loss Contingencies [Line Items] | |||||
Total purchase commitments | 28.3 | ||||
Long Term Purchase Obligation Related To Cloud Based Hosting [Member] | February 2023 [Member] | Barclays Bank Plc [Member] | |||||
Loss Contingencies [Line Items] | |||||
Total purchase commitments | $ 14.9 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Postemployment Retirement Benefits [Member] | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Defined benefit plan, employer contribution | $ 1.2 | $ 0.8 | $ 0.9 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) $ in Millions | Apr. 20, 2021USD ($) | Sep. 07, 2018USD ($) | Dec. 31, 2021USD ($)shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2021GBP (£)shares |
Related Party Transaction [Line Items] | ||||||
Consultancy service expenses paid | $ 9.7 | $ 2 | ||||
General and Administrative Expense [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Recognition of compensation cost | $ 0.2 | |||||
Restricted Stock [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares issued | shares | 42,242 | 42,242 | ||||
Maven Topco [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Cumulative catch up payment made towards incentive securities | $ 15.7 | |||||
Executive [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Increase in loan to related party | $ 4.1 | |||||
Interest rate | 2.50% | 2.50% | ||||
Notes receivable from related party | 4.7 | |||||
Carbon Group Limited [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consultancy service expenses paid | $ 0.3 | $ 0.2 | $ 0.2 | |||
Football DataCo Limited [Member] | Letter of Credit [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Line of credit, maximum amount | $ 40.6 | £ 30,000,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Second Spectrum [Member] - USD ($) $ in Thousands | Jun. 15, 2021 | Dec. 31, 2021 | Feb. 02, 2022 | |
Subsequent Event [Line Items] | ||||
Consideration transferred | $ 198,316 | $ 198,316 | ||
Payment to acquire business and settlement of share based liabilities | 115,000 | |||
Business combination consideration transferred equity interests issued or issuable value | 83,300 | $ 83,291 | [1] | |
Business combination consideration transferred in working capital | $ 1,100 | |||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares issued | 2,701,576 | |||
[1] | Represents the issuance of 4.7 million shares of the Company’s common stock at June 15, 2021 closing price of $17.74 per share to the former Second Spectrum shareholders. See Note 16 – Fair Value Measurements for details of additional shares issued in early 2022. |