United States securities and exchange commission logo
November 21, 2022
Andrew Paradise
Chief Executive Officer and Chairman
Skillz Inc.
PO Box 445
San Francisco, CA 94104
Re: Skillz Inc.
Form 10-K for the
Year Ended December 31, 2021
Filed March 1, 2022
Form 10-Q for the
Quarterly Period Ended September 30, 2022
Filed November 7,
2022
File No. 001-39243
Dear Andrew Paradise:
We have reviewed your October 27, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional comments.
Unless we note otherwise, our references to prior comments are to
comments in our October 12,
2022 letter.
Form 10-Q for the Quarterly Period Ended September 30, 2022
Management's Discussion and Analysis of Financial Condition and Results
of Operations
Overview, page 29
1. You state in your
response to prior comment 6 that you define mature cohorts as monthly
cohorts over three
months old. In light of the significant portion of paying monthly active
users that have been on
the platform for less than three months, please tell us the average
lifetime of a monthly
cohort and how you monitor this in relation to user acquisition (UA)
marketing spend,
including the estimated payback period as of December 31, 2021 and
September 30, 2022. In
this regard, in your Form 10-K you disclose that each user cohort
contributes predictably
to revenue over its life and on page 30 of this Form 10-Q you refer
Andrew Paradise
Skillz Inc.
November 21, 2022
Page 2
to having shorter payback periods by the end of 2024. Additionally,
tell us the number of
PMAU that would be characterized as mature cohorts at September 30,
2022.
2. We note your revised disclosures in response to prior comment 3 where
you state that the
company is currently unable to estimate the "precise degree" to which
expected reductions
to UA marketing and engagement marketing will impact revenue.
Considering the
significantly lower quantitative revenue guidance for Fiscal 2022
provided in your 2022
earnings releases, it appears that you expect a material reduction in
revenue attributable to
reductions in UA marketing and engagement marketing spend, as well as
other factors.
Please tell us whether you are able to estimate a potential range of
impact that such
reductions and other factors will have on revenue and if so, revise to
provide such
quantitative estimate or range. Additionally, if you do not believe
you can reasonably
estimate the quantitative impact, or range of impact, on revenue,
please revise to
qualitatively disclose the extent to which you expect these factors to
negatively impact
revenue in Fiscal 2022 and potentially beyond the current fiscal year.
Finally, revise to
clarify the extent to which the revised financial outlook in the third
quarter, including
projected UA spend and slower migration of that spend to Aarki,
compares to your
previous financial outlook. Please provide us with proposed revised
disclosures based on
September 30, 2022 results.
Our Financial Model, page 31
3. We note your response to prior comment 1. Your disclosure that Gross
Marketplace
Volume (GMV) represents entry fees that may be paid using cash deposits,
prior winnings
that have not been withdrawn, and end-user incentives continues to imply
that Bonus Cash
is not included within prior winnings. We note similar disclosure
regarding paid entries
on page 32. Please revise your disclosures regarding the components of
GMV and paid
entries to clarify the composition of prior winnings. Specifically
disclose that
they include Bonus Cash returned from prior winnings and remove
references to
"withdrawn" as Bonus Cash cannot be withdrawn. Disclose the nature of
end-user
incentives that you separately disclose as a component of GMV and paid
entries and
clarify whether these are only newly offered incentives and whether this
includes both
end-user incentives recorded as a reduction of revenue and incentives
recorded as sales
and marketing expense. Please provide us with a reconciliation of the
end-user incentives
as percentage of GMV in your table of supplemental information to the
amount of end-
user incentives disclosed in your financial statement footnotes on page
7. Finally,
FirstName LastNameAndrew Paradise
disclose, if true, that you are not able to estimate the amount of Bonus
Cash that is
Comapany NameSkillz
included Inc.prior winnings that you disclose. Please provide
us with proposed
within the
revised
November 21, disclosures
2022 Page 2based on your September 30, 2022 results.
FirstName LastName
Andrew Paradise
FirstName
Skillz Inc. LastNameAndrew Paradise
Comapany 21,
November NameSkillz
2022 Inc.
November
Page 3 21, 2022 Page 3
FirstName LastName
Results of Operations
Revenue, page 34
4. We note your response to prior comment 5. Please revise to quantify
the dollar amount of
UA marketing expense incurred for each period presented. In this
regard, your disclosure
quantifies the dollar amount and percentage growth rates for
engagement marketing
expense and UA marketing expense, but the amount of UA marketing
expense is not
otherwise quantified within the filing. Please provide us with
proposed future disclosures
based on your September 30, 2022 results.
Critical Accounting Policies and Estimates, page 43
5. We note you performed an interim quantitative goodwill impairment
evaluation during the
three months ended September 30, 2022, and determined the fair value
of your reporting
unit was greater than the carrying value such that you did not record
a goodwill
impairment charge. Please tell us, and revise to disclose, the
following if you believe your
single reporting unit is at risk of impairment:
The percentage by which fair value exceeded carrying value as
of the date of the most
recent impairment test.
A discussion of the degree of uncertainty associated with the
key assumptions used in
estimating fair value of the reporting unit. The discussion
regarding uncertainty
should provide specifics to the extent possible (e.g., the
valuation model assumes
recovery from a business downturn within a defined period of
time).
A description of potential events and/or changes in
circumstances that could
reasonably be expected to negatively affect the key assumptions.
Alternatively, if you believe the reporting unit is not at risk,
please disclose that fact and
clarify whether the estimated fair value is substantially in excess of
carrying value and
explain how you made such determination. Provide us with your proposed
disclosures
based upon your September 30, 2022 evaluation. Additionally, provide
us with similar
proposed disclosures, as applicable, as it relates to your intangible
assets. Refer to Item
303(b)(3) and Item (c) of Regulation S-K.
You may contact Joyce Sweeney, Staff Accountant, at 202-551-3449 or
Kathleen Collins,
Accounting Branch Chief, at 202-551-3499 if you have questions regarding these
comments.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Steven J. Gavin, Esq.