Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 001-41379 | |
Entity Registrant Name | DRAFTKINGS INC. | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 87-2764212 | |
Entity Address, Address Line One | 222 Berkeley Street | |
Entity Address, Address Line Two | 5th Floor | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 986-6744 | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Trading Symbol | DKNG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001883685 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 448,848,235 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 393,013,951 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,382,651 | $ 2,152,892 |
Cash reserved for users | 581,355 | 476,950 |
Receivables reserved for users | 89,454 | 51,949 |
Accounts receivable | 40,991 | 45,864 |
Prepaid expenses and other current assets | 98,627 | 25,675 |
Total current assets | 2,193,078 | 2,753,330 |
Property and equipment, net | 58,226 | 46,019 |
Intangible assets, net | 788,647 | 535,017 |
Goodwill | 894,019 | 615,655 |
Operating lease right-of-use assets | 74,703 | 63,831 |
Equity method investments | 8,746 | 9,825 |
Deposits and other non-current assets | 174,634 | 45,377 |
Total assets | 4,192,053 | 4,069,054 |
Current liabilities: | ||
Accounts payable and accrued expenses | 560,794 | 387,737 |
Liabilities to users | 670,784 | 528,874 |
Operating lease liabilities, current portion | 5,645 | 12,814 |
Other current liabilities | 47,951 | 0 |
Total current liabilities | 1,285,174 | 929,425 |
Convertible notes, net of issuance costs | 1,250,434 | 1,248,452 |
Non-current operating lease liabilities | 76,080 | 57,341 |
Warrant liabilities | 19,877 | 26,911 |
Long-term income tax liability | 67,925 | 79,125 |
Other long-term liabilities | 57,447 | 49,272 |
Total liabilities | 2,756,937 | 2,390,526 |
Commitments and contingent liabilities (Note 13) | ||
Stockholders' equity: | ||
Treasury stock, at cost; 8,444 and 7,130 shares as of September 30, 2022 and December 31, 2021, respectively | (328,626) | (306,614) |
Additional paid-in capital | 6,616,274 | 5,702,388 |
Accumulated deficit | (4,889,104) | (3,753,814) |
Accumulated other comprehensive income | 36,488 | 36,488 |
Total stockholders’ equity | 1,435,116 | 1,678,528 |
Total liabilities and stockholders’ equity | 4,192,053 | 4,069,054 |
Class A Common Stock | ||
Stockholders' equity: | ||
Common stock | 45 | 41 |
Class B Common Stock | ||
Stockholders' equity: | ||
Common stock | $ 39 | $ 39 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Treasury stock, shares (in shares) | 8,444 | 7,130 |
Class A Common Stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 900,000 | 900,000 |
Common shares, shares issued (in shares) | 457,108 | 414,911 |
Common shares, shares outstanding (in shares) | 448,664 | 407,781 |
Class B Common Stock | ||
Common shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common shares, shares authorized (in shares) | 900,000 | 900,000 |
Common shares, shares issued (in shares) | 393,014 | 393,014 |
Common shares, shares outstanding (in shares) | 393,014 | 393,014 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 501,938 | $ 212,819 | $ 1,385,328 | $ 822,700 |
Cost of revenue | 372,692 | 170,749 | 998,838 | 540,980 |
Sales and marketing | 321,714 | 303,658 | 840,695 | 703,056 |
Product and technology | 76,299 | 65,222 | 234,853 | 184,016 |
General and administrative | 186,261 | 219,706 | 590,476 | 587,509 |
Loss from operations | (455,028) | (546,516) | (1,279,534) | (1,192,861) |
Other income (expense): | ||||
Interest income (expense), net | 6,301 | (1,556) | 8,378 | 1,071 |
(Loss) gain on remeasurement of warrant liabilities | (6,797) | 7,091 | 20,199 | (2,905) |
Other income, net | 8,257 | 0 | 40,566 | 0 |
Loss before income tax provision (benefit) and loss from equity method investment | (447,267) | (540,981) | (1,210,391) | (1,194,695) |
Income tax provision (benefit) | 3,177 | 3,845 | (77,580) | 1,654 |
Loss from equity method investments | 50 | 202 | 2,479 | 549 |
Net loss attributable to common stockholders | $ (450,494) | $ (545,028) | $ (1,135,290) | $ (1,196,898) |
Loss per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ (1) | $ (1.35) | $ (2.63) | $ (2.98) |
Diluted (in dollars per share) | $ (1) | $ (1.35) | $ (2.63) | $ (2.98) |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (450,494) | $ (545,028) | $ (1,135,290) | $ (1,196,898) |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustments arising during period, net of nil tax | 0 | (13,098) | 0 | (32,719) |
Comprehensive loss | $ (450,494) | $ (558,126) | $ (1,135,290) | $ (1,229,617) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | |||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income | Treasury Stock Amount |
Balance at the beginning (in shares) at Dec. 31, 2020 | 396,303 | 393,014 | |||||
Balance at the beginning at Dec. 31, 2020 | $ 2,631,345 | $ 40 | $ 39 | $ 5,067,135 | $ (2,230,619) | $ 83,534 | $ (288,784) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 2,857 | ||||||
Exercise of stock options | 7,638 | 7,638 | |||||
Stock-based compensation | 151,843 | 151,843 | |||||
Purchase of capped call options | (123,970) | (123,970) | |||||
Equity consideration issued for acquisition (in shares) | 464 | ||||||
Equity consideration issued for acquisition | 29,399 | 29,399 | |||||
Shares issued for exercise of warrants (in shares) | 138 | ||||||
Shares issued for exercise of warrants | 1,761 | 1,761 | |||||
Purchase of treasury stock (in shares) | (48) | ||||||
Purchase of treasury stock | (3,124) | (3,124) | |||||
Restricted stock unit vesting (in shares) | 178 | ||||||
Foreign currency translation, net of nil tax | (27,318) | (27,318) | |||||
Net loss | (346,344) | (346,344) | |||||
Balance at the end (in shares) at Mar. 31, 2021 | 399,892 | 393,014 | |||||
Balance at the end at Mar. 31, 2021 | 2,321,230 | $ 40 | $ 39 | 5,133,806 | (2,576,963) | 56,216 | (291,908) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 396,303 | 393,014 | |||||
Balance at the beginning at Dec. 31, 2020 | 2,631,345 | $ 40 | $ 39 | 5,067,135 | (2,230,619) | 83,534 | (288,784) |
Increase (Decrease) in Stockholders' Equity | |||||||
Equity consideration issued for acquisition | 33,149 | ||||||
Foreign currency translation, net of nil tax | (32,719) | ||||||
Net loss | (1,196,898) | ||||||
Balance at the end (in shares) at Sep. 30, 2021 | 405,345 | 393,014 | |||||
Balance at the end at Sep. 30, 2021 | 1,826,167 | $ 40 | $ 39 | 5,505,908 | (3,427,517) | 50,815 | (303,118) |
Balance at the beginning (in shares) at Mar. 31, 2021 | 399,892 | 393,014 | |||||
Balance at the beginning at Mar. 31, 2021 | 2,321,230 | $ 40 | $ 39 | 5,133,806 | (2,576,963) | 56,216 | (291,908) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 1,878 | ||||||
Exercise of stock options | 10,816 | 10,816 | |||||
Stock-based compensation | 171,739 | 171,739 | |||||
Equity consideration issued for acquisition (in shares) | 56 | ||||||
Equity consideration issued for acquisition | 3,750 | 3,750 | |||||
Shares issued for exercise of warrants (in shares) | 43 | ||||||
Shares issued for exercise of warrants | 2,419 | 2,419 | |||||
Purchase of treasury stock (in shares) | (115) | ||||||
Purchase of treasury stock | (6,773) | (6,773) | |||||
Restricted stock unit vesting (in shares) | 739 | ||||||
Foreign currency translation, net of nil tax | 7,697 | 7,697 | |||||
Net loss | (305,526) | (305,526) | |||||
Balance at the end (in shares) at Jun. 30, 2021 | 402,493 | 393,014 | |||||
Balance at the end at Jun. 30, 2021 | 2,205,352 | $ 40 | $ 39 | 5,322,530 | (2,882,489) | 63,913 | (298,681) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 2,607 | ||||||
Exercise of stock options | 6,664 | 6,664 | |||||
Stock-based compensation | 175,664 | 175,664 | |||||
Shares issued for exercise of warrants (in shares) | 28 | ||||||
Shares issued for exercise of warrants | 1,050 | 1,050 | |||||
Purchase of treasury stock (in shares) | (80) | ||||||
Purchase of treasury stock | (4,437) | (4,437) | |||||
Restricted stock unit vesting (in shares) | 297 | ||||||
Foreign currency translation, net of nil tax | (13,098) | (13,098) | |||||
Net loss | (545,028) | (545,028) | |||||
Balance at the end (in shares) at Sep. 30, 2021 | 405,345 | 393,014 | |||||
Balance at the end at Sep. 30, 2021 | 1,826,167 | $ 40 | $ 39 | 5,505,908 | (3,427,517) | 50,815 | (303,118) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 407,781 | 393,014 | |||||
Balance at the beginning at Dec. 31, 2021 | 1,678,528 | $ 41 | $ 39 | 5,702,388 | (3,753,814) | 36,488 | (306,614) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 913 | ||||||
Exercise of stock options | 1,770 | 1,770 | |||||
Stock-based compensation | 187,077 | 187,077 | |||||
Purchase of treasury stock (in shares) | (793) | ||||||
Purchase of treasury stock | (14,083) | (14,083) | |||||
Restricted stock unit vesting (in shares) | 9,327 | ||||||
Restricted stock unit vesting | 1 | $ 1 | |||||
Net loss | (467,693) | (467,693) | |||||
Balance at the end (in shares) at Mar. 31, 2022 | 417,228 | 393,014 | |||||
Balance at the end at Mar. 31, 2022 | 1,385,600 | $ 42 | $ 39 | 5,891,235 | (4,221,507) | 36,488 | (320,697) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 407,781 | 393,014 | |||||
Balance at the beginning at Dec. 31, 2021 | $ 1,678,528 | $ 41 | $ 39 | 5,702,388 | (3,753,814) | 36,488 | (306,614) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 12,945 | ||||||
Equity consideration issued for acquisition | $ 460,128 | ||||||
Foreign currency translation, net of nil tax | 0 | ||||||
Net loss | (1,135,290) | ||||||
Balance at the end (in shares) at Sep. 30, 2022 | 448,664 | 393,014 | |||||
Balance at the end at Sep. 30, 2022 | 1,435,116 | $ 45 | $ 39 | 6,616,274 | (4,889,104) | 36,488 | (328,626) |
Balance at the beginning (in shares) at Mar. 31, 2022 | 417,228 | 393,014 | |||||
Balance at the beginning at Mar. 31, 2022 | 1,385,600 | $ 42 | $ 39 | 5,891,235 | (4,221,507) | 36,488 | (320,697) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 902 | ||||||
Exercise of stock options | 3,131 | 3,131 | |||||
Stock-based compensation | 135,521 | 135,521 | |||||
Equity consideration issued for acquisition (in shares) | 29,252 | ||||||
Equity consideration issued for acquisition | 460,128 | $ 3 | 460,125 | ||||
Purchase of treasury stock (in shares) | (254) | ||||||
Purchase of treasury stock | (3,393) | (3,393) | |||||
Restricted stock unit vesting (in shares) | 894 | ||||||
Net loss | (217,103) | (217,103) | |||||
Balance at the end (in shares) at Jun. 30, 2022 | 448,022 | 393,014 | |||||
Balance at the end at Jun. 30, 2022 | 1,763,884 | $ 45 | $ 39 | 6,490,012 | (4,438,610) | 36,488 | (324,090) |
Increase (Decrease) in Stockholders' Equity | |||||||
Exercise of stock options (in shares) | 69 | ||||||
Exercise of stock options | 224 | 224 | |||||
Stock-based compensation | 126,038 | 126,038 | |||||
Purchase of treasury stock (in shares) | (267) | ||||||
Purchase of treasury stock | (4,536) | (4,536) | |||||
Restricted stock unit vesting (in shares) | 840 | ||||||
Foreign currency translation, net of nil tax | 0 | ||||||
Net loss | (450,494) | (450,494) | |||||
Balance at the end (in shares) at Sep. 30, 2022 | 448,664 | 393,014 | |||||
Balance at the end at Sep. 30, 2022 | $ 1,435,116 | $ 45 | $ 39 | $ 6,616,274 | $ (4,889,104) | $ 36,488 | $ (328,626) |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | |||||
Foreign currency translation adjustments, tax | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating Activities: | ||
Net loss | $ (1,135,290) | $ (1,196,898) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Depreciation and amortization | 120,629 | 88,600 |
Non-cash interest expense, net | 985 | 1,442 |
Stock-based compensation expense | 448,636 | 499,246 |
Loss from equity method investments | 2,479 | 549 |
(Gain) loss on remeasurement of warrant liabilities | (20,199) | 2,905 |
Gain on equity securities and other financial assets, net | (32,483) | 0 |
Deferred income taxes | (78,051) | (11,737) |
Other expenses, net | (5,109) | 0 |
Change in operating assets and liabilities, net of effect of business combinations: | ||
Receivables reserved for users | (34,691) | 131 |
Accounts receivable | 13,834 | (421) |
Prepaid expenses and other current assets | (20,669) | (19,093) |
Deposits and other non-current assets | (1,989) | (4,760) |
Operating leases, net | 698 | (1,212) |
Accounts payable and accrued expenses | 129,233 | 194,735 |
Other long-term liabilities | 9,476 | (856) |
Long-term income tax liability | (11,200) | 7,789 |
Liabilities to users | 136,650 | 192,319 |
Net cash flows used in operating activities | (477,061) | (247,261) |
Investing Activities: | ||
Purchases of property and equipment | (19,903) | (11,171) |
Cash paid for internally developed software costs | (46,513) | (31,242) |
Acquisition of gaming licenses | (3,919) | (7,563) |
Cash paid for acquisitions, net of cash acquired | (96,507) | (64,969) |
Other investing activities | (5,090) | (3,750) |
Net cash flows used in investing activities | (171,932) | (118,695) |
Financing Activities: | ||
Proceeds from issuance of convertible notes, net | 0 | 1,247,116 |
Purchase of capped call options | 0 | (123,970) |
Proceeds from shares issued for warrants | 44 | 199 |
Purchase of treasury stock | (22,012) | (14,334) |
Proceeds from exercise of stock options | 5,125 | 25,118 |
Net cash flows (used in) provided by financing activities | (16,843) | 1,134,129 |
Effect of foreign exchange rates on cash and cash equivalents and restricted cash | 0 | 1,884 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (665,836) | 770,057 |
Cash and cash equivalents and restricted cash at the beginning of period | 2,629,842 | 2,104,976 |
Cash and cash equivalents and restricted cash, end of period | 1,964,006 | 2,875,033 |
Disclosure of cash, cash equivalents and restricted cash: | ||
Cash and cash equivalents | 1,382,651 | 2,394,865 |
Cash reserved for users | 581,355 | 480,168 |
Total cash, cash equivalents and restricted cash, end of period | 1,964,006 | 2,875,033 |
Supplemental Disclosure of Noncash Investing and Financing Activities: | ||
Equity consideration issued for acquisitions | 460,128 | 33,149 |
Acquisition of property and equipment, internally developed software and other investments included in accounts payable and accrued expenses | 12,835 | 2,338 |
Convertible notes financing costs included in accounts payable and accrued expenses | 0 | 773 |
Acquisition of gaming licenses included in accounts payable and accrued expenses | 0 | (4,976) |
Increase of other current assets from transfer agent related to warrants | 0 | 525 |
Supplemental Disclosure of Cash Activities: | ||
Increase in cash reserved for users | 104,405 | 192,450 |
Cash paid for interest | $ 0 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business DraftKings Inc. is a digital sports entertainment and gaming company. The Company’s business-to-consumer (“B2C”) segment provides users with sports betting (“Sportsbook”), online casino (“iGaming”) and daily fantasy sports (“DFS”) products, as well as media and other online consumer products. The Company’s business-to-business (“B2B”) segment’s principal activities involve the design and development of sports betting and casino gaming software. As further discussed in Note 3 hereof entitled “Acquisition of Golden Nugget Online Gaming, Inc.,” on May 5, 2022 (the “GNOG Closing Date”), DraftKings Inc. (formerly New Duke Holdco, Inc.) consummated the acquisition of Golden Nugget Online Gaming, Inc., a Delaware corporation (together with its subsidiaries unless the context requires otherwise, “GNOG”), pursuant to a definitive agreement and plan of merger, dated August 9, 2021 (the “Merger Agreement”), in an all-stock transaction (the “GNOG Transaction”). In connection with the GNOG Transaction, DraftKings Inc. undertook a holding company reorganization whereby DraftKings Inc. became the going-forward public company and the direct parent company of both DraftKings Holdings Inc. (formerly DraftKings Inc.), a Nevada corporation (“Old DraftKings”), and GNOG. DraftKings Inc. is the registrant filing this Quarterly Report on Form 10-Q as the successor registrant for Old DraftKings. Unless otherwise indicated or the context otherwise requires, the terms “DraftKings”, the “Company”, “we”, “us” and “our” refer to DraftKings Inc. (or, in respect of periods prior to the GNOG Closing Date, Old DraftKings), together with its consolidated subsidiaries. In May 2018, the Supreme Court (the “Court”) struck down on constitutional grounds the Professional and Amateur Sports Protection Act of 1992 (“PASPA”), a law that prohibited most states from authorizing and regulating sports betting. Since the Court’s decision, many states have legalized sports betting. As of September 30, 2022, 32 U.S. states, the District of Columbia and Puerto Rico have legalized some form of sports betting. Of those 34 legal jurisdictions in the United States, 27 have legalized online sports betting. Of those 27 jurisdictions, 22 are live, and DraftKings operates in 18 of them. The jurisdictions in the United States with statutes legalizing iGaming are Connecticut, Delaware, Michigan, New Jersey, Pennsylvania and West Virginia. As of September 30, 2022, the Company operates online Sportsbooks in Arizona, Colorado, Connecticut, Illinois, Indiana, Iowa, Kansas, Louisiana, Michigan, New Hampshire, New Jersey, New York, Oregon, Pennsylvania, Tennessee, Virginia, West Virginia, Wyoming, as well as Ontario, Canada and has retail Sportsbooks in Colorado, Connecticut, Illinois, Iowa, Kansas, Louisiana, Michigan, Mississippi, New Hampshire, New Jersey, New York and Washington. As of September 30, 2022, the Company offers iGaming products in Connecticut, Michigan, New Jersey, Pennsylvania and West Virginia, as well as Ontario, Canada. The Company also has arrangements in place with land-based casinos to expand operations into additional states upon the passing of relevant legislation, the issuance of related regulations and the receipt of required licenses. Beginning in 2020 and continuing into 2022, the novel coronavirus (“COVID-19”) pandemic adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. The primary impacts of the COVID-19 pandemic on the Company were the suspension, cancellation, rescheduling and shortening of sports seasons and sporting events, particularly between March 2020 and July 2020, when many sports seasons and sporting events, including the MLB regular season, domestic soccer leagues and European Cup competitions, the NBA regular season and playoffs, the NCAA college basketball tournament, the Masters golf tournament, and the NHL regular season and playoffs, were suspended or cancelled. The suspension of sports seasons and sporting events reduced customers’ use of, and spending on, the Company’s Sportsbook and DFS products. Beginning in July 2020, major professional sports leagues gradually resumed regular activities with shortened seasons in many instances. In the nine months ended September 30, 2022, sports seasons continued and sporting events were held as planned, including the NFL regular season, the NFL Playoffs and Superbowl LVI, the NBA regular season and playoffs, the NHL regular season and playoffs, the NASCAR Cup Series, various NCAA football bowl games, the NCAA college basketball regular season and tournament, the MLB regular season and several golf tournaments. The continued return of major sports and sporting events generated significant user interest and activity in the Company's Sportsbook and DFS products. However, the possibility remains that sports seasons and sporting events may be suspended, cancelled, rescheduled or shortened due to COVID-19 outbreaks. The Company’s revenue varies based on sports seasons and sporting events amongst other factors, and cancellations, suspensions or alterations resulting from COVID-19 have the potential to adversely affect the Company’s revenue, possibly materially. However, the Company’s products that do not rely on sports seasons and sporting events, such as iGaming, may partially offset this adverse impact on revenue. A significant or prolonged decrease in consumer spending on entertainment or leisure activities would also likely have an adverse effect on demand for the Company’s products, reducing cash flows and revenues, and thereby materially harming the Company’s business, financial condition and results of operations. In addition, a materially disruptive resurgence of COVID-19 cases or the emergence of additional variants or strains of COVID-19 could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the spread of COVID-19 necessitated a shift away from a traditional office environment for many employees, the Company implemented business continuity programs to ensure that employees were safe and that the business continued to function with minimal disruptions to normal work operations while employees worked remotely. Since the second quarter of 2022, our primary offices, including our corporate headquarters in Boston, Massachusetts, have been re-opened with many of our employees returning to work onsite in various capacities. We will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19. |
Summary of Significant Accounti
Summary of Significant Accounting Policies and Practices | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies and Practices | Summary of Significant Accounting Policies and Practices Basis of Presentation and Principles of Consolidation These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the fiscal year ended December 31, 2021, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on February 18, 2022 (“2021 Annual Report”). The accompanying condensed consolidated financial statements are unaudited; however, in the opinion of management, they include all normal and recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year, due to seasonal fluctuations in the Company’s revenue as a result of timing of the various sports seasons, sporting events and other factors. The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Company, except that, due to the timing of the consummation of the GNOG Transaction, the accompanying unaudited condensed consolidated financial statements exclude the operations of GNOG prior to the GNOG Closing Date of May 5, 2022. All intercompany balances and transactions have been eliminated. Foreign Currency Effective as of January 1, 2022, the Company’s significant non-U.S. subsidiaries’ functional currency changed from the Euro to the U.S. dollar. Accordingly, the Company did not have to translate the financial statements of its significant non-U.S. subsidiaries for the period ended September 30, 2022. Digital Assets and Liabilities On March 31, 2022, the SEC issued Staff Accounting Bulletin No. 121 (“SAB 121”). SAB 121 sets out interpretive guidance from the staff of the SEC regarding the accounting for obligations to safeguard digital assets that an entity holds for its users, which is effective from the first interim period commencing after June 15, 2022, with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. In accordance with SAB 121, the Company recognized a liability for the obligation to safeguard its users’ assets and recognized an associated asset for non-fungible tokens (“NFTs”) held for its users. Both the liability and the associated asset are measured at the fair value of the NFTs being safeguarded. Refer to Note 6 hereof for disclosures required in accordance with Accounting Standards Codification 820, Fair Value Measurement . Recently Issued Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) : Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement (“Topic 820”), when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, it does not expect ASU 2022-03 to have a material effect on the Company’s consolidated financial condition, results of operations or cash flows. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination Acquisition of Golden Nugget Online Gaming, Inc. On May 5, 2022, DraftKings consummated the GNOG Transaction, and, under the terms of the Merger Agreement and subject to certain exclusions contained therein, GNOG stockholders received a fixed ratio of 0.365 shares of DraftKings Inc.’s Class A common stock for each share of GNOG that they held on the GNOG Closing Date. DraftKings Inc. issued approximately 29.3 million shares of its Class A common stock in connection with the consummation of the GNOG Transaction. Operating results for GNOG on and after the GNOG Closing Date are included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 30, 2022. Because the Company is integrating GNOG’s operations into its consolidated operating activities, the amount of revenue and earnings attributable to the GNOG business from the GNOG Closing Date through September 30, 2022, which is included within revenue and net loss attributable to common stockholders in the Company’s unaudited condensed consolidated statements of operations, is impracticable to determine. Preliminary Purchase Price Accounting for the GNOG Transaction On the GNOG Closing Date, the Company acquired 100% of the equity interests of GNOG pursuant to the Merger Agreement. The following is a summary of the consideration issued on the GNOG Closing Date: Share consideration (1) $ 460,128 Other consideration (2) 143,337 Total consideration $ 603,465 (1) Includes the issuance of approximately 29.3 million shares of DraftKings Inc.’s Class A common stock issued at a price of $15.73. (2) Includes (i) payments made by the Company on behalf of GNOG, including repayment of the outstanding portion of GNOG’s term loan (including the associated prepayment premium) and payment of certain of GNOG’s transaction expenses incurred in connection with the GNOG Transaction and (ii) warrants that were exercisable for shares of GNOG Class A common stock prior to the GNOG Closing Date, which were assumed by DraftKings in connection with the GNOG Transaction and became eligible to be converted into approximately 2.1 million shares of DraftKings Inc.’s Class A common stock in the aggregate. These payments were partially offset by commercial credits received by the Company from Fertitta Entertainment, Inc. (“FEI”), which can be applied by the Company from time to time to offset future amounts otherwise owed by it to FEI or its affiliates under commercial arrangements among such parties, subject to certain limited exceptions, which partially offsets the other consideration issued in connection with the GNOG Transaction. The purchase price allocation for the GNOG Transaction set forth herein is preliminary and subject to change within the measurement period, which will not extend beyond one year from the GNOG Closing Date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined and may include adjustments pertaining to intangible assets acquired, tax liabilities assumed, including the calculation of deferred tax assets and liabilities, and contingent consideration (if any). Any such adjustments may be material. The following table summarizes the consideration issued or paid in connection with the GNOG Transaction and the preliminary fair value of the assets acquired and liabilities assumed in connection with the consummation of the GNOG Transaction on the GNOG Closing Date. The values set forth below are preliminary, pending finalization of valuation analyses: Cash and cash equivalents $ 66,709 Cash reserved for users 7,633 Receivables reserved for users 2,814 Accounts receivables 9,005 Prepaid expenses and other current assets 541 Property and equipment, net 2,674 Intangible assets, net 307,000 Operating lease right-of-use assets 1,185 Deposits and other non-current assets 47,395 Total identifiable assets acquired 444,956 Liabilities assumed: Accounts payable and accrued expenses 36,660 Liabilities to users 5,260 Operating lease liabilities 1,185 Other long-term liabilities 76,750 Total liabilities assumed 119,855 Net assets acquired (a) 325,101 Purchase consideration (b) 603,465 Goodwill (b) – (a) $ 278,364 Goodwill represents the excess of the gross consideration transferred over the difference between the fair value of the underlying net assets acquired and the underlying liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of benefits from securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a market participant, as well as acquiring a talented workforce and cost savings opportunities. Goodwill associated with the GNOG Transaction is assigned as of the GNOG Closing Date to the Company’s B2C reporting unit. Goodwill recognized is partially deductible for tax purposes. Intangible Assets Fair Value Weighted- Gaming licenses $ 137,000 12.2 years Customer relationships 170,000 5.9 years Total $ 307,000 Loan Receivable The Company acquired a long-term receivable in the amount of $30.5 million in connection with the GNOG Transaction, which originally resulted from a $30.0 million mezzanine loan (the “Danville GN Casino Loan”) by GNOG to certain parties before the GNOG Closing Date to develop and construct a “Golden Nugget”-branded casino in Danville, Illinois, pending regulatory approvals, that would enable GNOG to obtain market access to the State of Illinois. There has been no significant deterioration of credit quality since the origination date of the Danville GN Casino Loan. The receivable related to the Danville GN Casino Loan is classified within deposits and other non-current assets on the Company’s condensed consolidated balance sheet. Transaction Costs For the three and nine months ended September 30, 2022, the Company incurred $0.6 million and $14.9 million, respectively, in advisory, legal, accounting and management fees in connection with the GNOG Transaction which are included in general and administrative expenses on the Company’s condensed consolidated statements of operations. Unaudited Pro-Forma Information The financial information in the table below summarizes the combined results of operations of Old DraftKings and GNOG, on an actual and a pro forma basis, as applicable, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the GNOG Transaction had been consummated as of the beginning of the periods presented or of results that may occur in the future. Three months ended September 30, Nine months ended September 30, 2022 Actual 2021 Pro Forma 2022 Pro Forma 2021 Pro Forma Revenue $ 501,938 $ 246,620 $ 1,429,463 $ 911,291 Net loss (450,494) (558,607) (1,137,037) (1,293,863) The foregoing pro forma results are based on estimates and assumptions, which the Company believes are reasonable. The pro forma results include adjustments primarily related to purchase accounting adjustments. Acquisition costs and other non-recurring charges incurred are included in the earliest period presented. |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets and Goodwill Intangible Assets The Company has the following intangible assets, net as of September 30, 2022: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 5.6 years $ 422,900 $ (126,938) $ 295,962 Internally developed software 2.6 years 158,746 (69,114) 89,632 Gaming licenses 10.9 years 195,361 (24,584) 170,777 Trademarks, tradenames and other 3.9 years 34,367 (11,490) 22,877 Customer relationships 4.8 years 269,728 (62,455) 207,273 1,081,102 (294,581) 786,521 Indefinite-lived intangible assets: Digital assets, net of impairment Indefinite-lived 2,126 — 2,126 Intangible assets, net $ 1,083,228 $ (294,581) $ 788,647 The Company had the following intangible assets, net as of December 31, 2021: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 6.4 years $ 422,900 $ (87,089) $ 335,811 Internally developed software 2.6 years 117,953 (52,607) 65,346 Gaming licenses 7.3 years 54,442 (13,466) 40,976 Trademarks and tradenames 4.5 years 30,639 (5,952) 24,687 Customer relationships 3.3 years 99,728 (33,526) 66,202 725,662 (192,640) 533,022 Indefinite-lived intangible assets: Digital assets Indefinite-lived 1,995 — 1,995 Intangible assets, net $ 727,657 $ (192,640) $ 535,017 Amortization expense was $40.6 million and $26.7 million for the three months ended September 30, 2022 and 2021, respectively, and $106.8 million and $78.6 million for the nine months ended September 30, 2022 and 2021, respectively. Goodwill The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 by reporting unit are: B2C B2B Media Total Balance as of December 31, 2021 $ 360,756 $ 207,684 $ 47,215 $ 615,655 Goodwill resulting from the GNOG Transaction 278,364 — — 278,364 Balance as of September 30, 2022 $ 639,120 $ 207,684 $ 47,215 $ 894,019 |
Current and Long-term Liabiliti
Current and Long-term Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Current and Long-term Liabilities | |
Current and Long-term Liabilities | Current and Long-term Liabilities Revolving Line of Credit In October 2016, DK Crown Holdings Inc. (formerly DraftKings Inc.), a Delaware corporation (“DK DE”) entered into an amended and restated loan and security agreement with Pacific Western Bank (as amended from time to time, the “Credit Agreement”). The Credit Agreement provides a revolving line of credit of up to $60.0 million. The Credit Agreement has a maturity date of November 26, 2022. Borrowings under the Credit Agreement bear interest at a variable annual rate equal to the greater of (i) 1.00% above the prime rate then in effect and (ii) 6.50%, and the Credit Agreement requires monthly, interest-only payments. In addition, the Company is required to pay quarterly in arrears a fee equal to 0.25% per annum of the unused portion of the revolving line of credit. As of September 30, 2022 and December 31, 2021, the Credit Agreement provided a revolving line of credit of up to $60.0 million. There was no principal outstanding as of September 30, 2022 or December 31, 2021. Net borrowing capacity available from the Credit Agreement as of September 30, 2022 and December 31, 2021 totaled $56.0 million and $55.8 million, respectively, which, in each case, excludes the letters of credit outlined in Note 13. The Company is also subject to certain affirmative and negative covenants until maturity. In connection with the issuance of the Convertible Notes (as defined below) and the entry into the Capped Call Transactions (as defined below), the Company obtained a waiver from Pacific Western Bank for any breach of the Credit Agreement that would have otherwise resulted from entering into these financing transactions. The Company also obtained a waiver from Pacific Western Bank for any breach of the Credit Agreement that would have otherwise resulted from exceeding a capital expenditure limitation for 2021 and the amendments to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and the Company’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2021 and June 30, 2021, in each case, for the material weakness previously identified in the Company’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020, as filed with the SEC on November 5, 2021. In connection with the GNOG Transaction, the Company obtained a waiver from Pacific Western Bank for any breach of the Credit Agreement that would have otherwise resulted from entering into the transactions contemplated thereby, as well as to permit certain transfers of cash from the borrowers thereunder to GNOG and its subsidiaries from time to time. Convertible Notes and Capped Call In March 2021, Old DraftKings issued zero-coupon convertible senior notes in an aggregate principal amount of $1,265.0 million, which includes proceeds from the full exercise of the over-allotment option (collectively, the “Convertible Notes”). The Convertible Notes will mature on March 15, 2028 (the “Notes Maturity Date”), subject to earlier conversion, redemption or repurchase. In connection with the issuance of the Convertible Notes, Old DraftKings incurred $17.0 million of lender fees and $1.7 million of debt financing costs. The Convertible Notes represent senior unsecured obligations of Old DraftKings, which are being amortized through the Notes Maturity Date. On May 5, 2022, in connection with the consummation of the GNOG Transaction, (i) DraftKings Inc. agreed to fully and unconditionally guarantee all of Old DraftKings’ obligations under the Convertible Notes and the indenture governing the Convertible Notes and (ii) each Convertible Note which was outstanding as of the consummation of the GNOG Transaction and previously convertible into shares of Old DraftKings Class A common stock became convertible into shares of DraftKings Inc. Class A common stock. The Convertible Notes are convertible at an initial conversion rate of 10.543 shares of DraftKings Inc.’s Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $94.85 per share of DraftKings Inc.’s Class A common stock. The conversion rate is subject to adjustment upon the occurrence of certain specified events and includes a make-whole adjustment upon early conversion in connection with a make-whole fundamental change (as defined in the indenture governing the Convertible Notes). Prior to September 15, 2027, the Convertible Notes will be convertible only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the Notes Maturity Date. Old DraftKings will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of DraftKings Inc.’s Class A common stock or a combination of cash and shares of DraftKings Inc.’s Class A common stock. During the nine months ended September 30, 2022, the conditions allowing holders of the Convertible Notes to convert their Convertible Notes were triggered by the holding company reorganization in connection with the GNOG Transaction, whereby DraftKings Inc. became the going-forward public company and replaced Old DraftKings as the issuer of the Class A common stock issuable upon conversion of the Convertible Notes; such conversion window expired on June 27, 2022, and no holders of the Convertible Notes exercised their conversion rights. In connection with the pricing of the Convertible Notes and the exercise of the over-allotment option to purchase additional notes, Old DraftKings entered into a privately negotiated capped call transaction (“Capped Call Transactions”). The Capped Call Transactions have a strike price of $94.85 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes. The Capped Call Transactions have an initial cap price of $135.50 per share, subject to certain adjustments. The Capped Call Transactions are expected generally to reduce potential dilution to DraftKings Inc.’s Class A common stock upon any conversion of Convertible Notes. As the transaction qualifies for equity classification, the net cost of $124.0 million incurred in connection with the Capped Call Transactions was recorded as a reduction to additional paid-in capital on the Company’s consolidated balance sheet. Although recorded at amortized cost on the Company’s consolidated balance sheet, the estimated fair value of the Convertible Notes was $830.5 million and $953.8 million as of September 30, 2022 and December 31, 2021, respectively, which was calculated using level 2 inputs, including the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period. Indirect Taxes Taxation of e-commerce is becoming more prevalent and could negatively affect the Company’s business as it primarily pertains to DFS and its users. The ultimate impact of indirect taxes on the Company’s business is uncertain, as is the period required to resolve this uncertainty. The Company’s estimated contingent liability for indirect taxes represents the Company’s best estimate of tax liability in jurisdictions in which the Company believes taxation is probable. The Company frequently reevaluates its tax positions for appropriateness. Indirect tax statutes and regulations are complex and subject to differences in application and interpretation. Tax authorities may impose indirect taxes on Internet-delivered activities based on statutes and regulations which, in some cases, were established prior to the advent of the Internet and do not apply with certainty to the Company’s business. The Company’s estimated contingent liability for indirect taxes may be materially impacted by future audit results, litigation and settlements, should they occur. The Company’s activities by jurisdiction may vary from period to period, which could result in differences in the applicability of indirect taxes from period to period. As of September 30, 2022 and December 31, 2021, the Company’s estimated contingent liability for indirect taxes was $56.0 million and $47.5 million, respectively. The estimated contingent liability for indirect taxes is recorded within other long-term liabilities on the consolidated balance sheets and general and administrative expenses on the Company’s condensed consolidated statements of operations. Warrant Liabilities As part of the initial public offering of Diamond Eagle Acquisition Corp. (“DEAC”) on May 14, 2019 (the “IPO”), DEAC issued 13.3 million warrants each of which entitles the holder to purchase one share of DraftKings Inc.’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, DEAC completed the private sale of 6.3 million warrants to DEAC’s sponsor (the “Private Warrants”). As of September 30, 2022, there were no Public Warrants outstanding and 1.6 million Private Warrants outstanding. On May 5, 2022, in connection with the consummation of the GNOG Transaction, Old DraftKings entered into an assignment and assumption agreement (the “Old DraftKings Warrant Assignment Agreement”) with DraftKings Inc., Computershare Trust Company, N.A. and Computershare Inc. (together, “Computershare”), pursuant to which Old DraftKings assigned to DraftKings Inc. all of its rights, interests and obligations under the warrant agreement, dated as of May 10, 2019 (the “Old DraftKings Warrant Agreement”), by and between DEAC and Continental Stock Transfer & Trust Company, as warrant agent, as assumed by Old DraftKings and assigned to Computershare by that certain assignment and assumption agreement, dated as of April 23, 2020, governing Old DraftKings’ outstanding Private Warrants, on the terms and conditions set forth in the Old DraftKings Warrant Assignment Agreement. In connection with the consummation of the GNOG Transaction and pursuant to the Old DraftKings Warrant Assignment Agreement, each of the outstanding Private Warrants became exercisable for one share of DraftKings Inc. Class A common stock on the existing terms and conditions, except as otherwise described in the Old DraftKings Warrant Assignment Agreement. In addition, on May 5, 2022, in connection with the consummation of the GNOG Transaction, the Company assumed an additional 5.9 million warrants, each of which entitled the holder to purchase one share of GNOG’s Class A common stock at an exercise price of $11.50 per share (the “GNOG Private Warrants”). Effective as of the consummation of the GNOG Transaction, each of the outstanding GNOG Private Warrants became exercisable for 0.365 of a share of DraftKings Inc.’s Class A common stock, or approximately 2.1 million shares of DraftKings Inc.’s Class A common stock in the aggregate, on the existing terms and conditions of such GNOG Private Warrants, except as otherwise described in the assignment and assumption agreement relating to the GNOG Private Warrants entered into on the GNOG Closing Date. As of September 30, 2022, there were 5.9 million GNOG Private Warrants outstanding, which corresponds to an assumed warrant liability of $13.2 million as of the GNOG Closing Date less a loss on remeasurement of $3.7 million for the three months ended September 30, 2022 and a gain on remeasurement of $1.1 million from the GNOG Closing Date through September 30, 2022. As of September 30, 2022, the fair value of the Company's warrant liability was $19.9 million. Due to fair value changes throughout the three and nine months ended September 30, 2022, the Company recorded a loss on remeasurement of warrant liabilities of $6.8 million and a gain on remeasurement of warrant liabilities $20.2 million, respectively. Due to fair value changes throughout the three and nine months ended September 30, 2021, the Company recorded a gain on remeasurement of warrants liabilities of $7.1 million and a loss on remeasurement of warrant liabilities of $2.9 million, respectively. During the nine months ended September 30, 2022, a de minimis number of Private Warrants and GNOG Private Warrants were exercised. During the nine months ended September 30, 2021, 0.2 million Private Warrants were exercised resulting in a reclassification to additional paid-in-capital in the amount of $5.2 million, reflecting the reclassification of the warrant liabilities of $4.5 million and proceeds upon exercise of $0.7 million. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements 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. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value and nonrecurring fair value measurements are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 — Quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 based on the three-tier fair value hierarchy: September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 201,560 (1) $ — $ — $ 201,560 Other current assets: Digital assets held for users — 47,951 (2) — 47,951 Other non-current assets: Derivative instruments — — 46,833 (5) 46,833 Equity securities 19,150 (3) 13,533 (4) — 32,683 Total $ 220,710 $ 61,484 $ 46,833 $ 329,027 Liabilities Other current liabilities: Digital assets held for users $ — $ 47,951 (2) $ — $ 47,951 Warrant liabilities — 19,877 (6) — 19,877 Total $ — $ 67,828 $ — $ 67,828 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 550,169 (1) $ — $ — $ 550,169 Other non-current assets: Derivative instruments — — 3,850 (5) 3,850 Equity securities 27,200 (3) — — 27,200 Total $ 577,369 $ — $ 3,850 $ 581,219 Liabilities Warrant liabilities $ — $ 26,911 (6) $ — $ 26,911 Total $ — $ 26,911 $ — $ 26,911 (1) Represents the Company’s money market funds, which are classified as Level 1 because the Company measures these assets to fair value using quoted market prices. (2) Represents the asset and liability balance for the digital assets held by the Company for its users, which are classified as Level 2 because the Company measures these digital assets to fair value using observable inputs for similar transactions. (3) Represents the Company’s marketable equity securities, which are classified as Level 1 because the Company measures these assets to fair value using quoted market prices. (4) Represents the Company’s non-marketable equity securities, which are classified as Level 2 because the Company measures these assets to fair value using observable inputs for similar investments of the same issuer. The Company has elected the remeasurement alternative for these assets. (5) Represents the Company’s derivative instruments held in other public and privately held entities. The Company measures these derivative instruments to fair value using option pricing models and, accordingly, classifies these assets as Level 3. During the nine months ended September 30, 2022, the Company did not purchase or issue a significant amount of new derivative instruments. The table below includes a range and an average weighted by relative fair value of the significant unobservable inputs used to measure these Level 3 derivative instruments to fair value. A change in these significant unobservable inputs might result in a significantly higher or lower fair value measurement at the reporting date. September 30, 2022 December 31, 2021 Significant Unobservable Input Range (Weighted Average) Underlying stock price $7.66 - $39.22 ($34.26) $ 10.88 Volatility 65.0% - 75.0% (72.8%) 60.0 % Risk-free rate 1.3% - 3.8% (1.7%) 0.3 % (6) The Company measures its Private Warrants and the GNOG Private Warrants to fair value using a binomial lattice model or a Black-Scholes model, where appropriate, with the significant assumptions being observable inputs and, accordingly, classifies these liabilities as Level 2. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Deferred Revenue The Company includes deferred revenue within accounts payable and accrued expenses and liabilities to users in its condensed consolidated balance sheets. The deferred revenue balances were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Deferred revenue, beginning of the period $ 84,674 $ 51,791 $ 91,554 $ 30,267 Deferred revenue, end of the period 165,185 84,951 165,185 84,951 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period 34,621 23,946 70,042 27,569 Deferred revenue primarily represents contract liabilities related to the Company’s obligation to transfer future value in relation to in period transactions in which the Company has received consideration. Such obligations are recognized as liabilities when awarded to users and are recognized as revenue when those liabilities are later resolved. Revenue Disaggregation Disaggregation of revenue for the three and nine months ended September 30, 2022 and 2021 is as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Online gaming $ 468,455 $ 176,257 $ 1,289,257 $ 707,146 Gaming software 9,093 23,725 34,057 82,587 Other 24,390 12,837 62,014 32,967 Total Revenue $ 501,938 $ 212,819 $ 1,385,328 $ 822,700 Online gaming includes Sportsbook, iGaming and DFS, which have certain similar attributes and patterns of recognition. Other revenue primarily includes media, marketplace and retail Sportsbooks. The following table presents the Company’s revenue by geographic region for the periods indicated: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 United States $ 495,563 $ 188,166 $ 1,354,234 $ 737,814 International 6,375 24,653 31,094 84,886 Total Revenue $ 501,938 $ 212,819 $ 1,385,328 $ 822,700 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company, historically, has issued three types of stock-based compensation: Time-Based awards, Long Term Incentive Plan (“LTIP”) awards and Performance-Based Stock Compensation Plan (“PSP”) awards. Time-Based awards are equity awards which generally vest over a 4-year period. LTIP awards are performance-based equity awards that are used to establish longer-term performance objectives and incentivize management to meet those objectives. PSP awards are short-term performance-based equity awards which establish performance objectives related to one two The following table shows restricted stock unit (“RSU”) and stock option activity for the nine months ended September 30, 2022: Time-based PSP LTIP Total Weighted Average Exercise Price of Options Weighted Average FMV Options RSUs Options RSUs Options RSUs Outstanding at December 31, 2021 14,695 4,195 2,354 1,488 11,671 19,343 53,746 $ 5.46 $ 49.94 Granted 200 10,485 — 2 — 1,080 11,767 31.40 20.68 Exercised options / vested RSUs (1,661) (2,139) (54) (2,671) (169) (6,251) (12,945) 2.85 44.03 Change in awards due to performance-based multiplier — — — 1,806 — — 1,806 — 33.69 Forfeited (154) (971) (5) (26) — (501) (1,657) 4.71 35.06 Outstanding at September 30, 2022 13,080 11,570 2,295 599 11,502 13,671 52,717 $ 5.84 $ 39.10 As of September 30, 2022, total unrecognized stock-based compensation expense of $471.9 million related to granted and unvested share-based compensation arrangements is expected to be recognized over a weighted-average period of 2.0 years. The following table shows stock compensation expense for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, 2022 Three months ended September 30, 2021 Options RSUs Total Options RSUs Total Time Based (1) $ 3,577 $ 25,924 $ 29,501 $ 3,787 $ 15,512 $ 19,299 PSP (2) — 11,368 11,368 — 18,537 18,537 LTIP (2) — 85,169 85,169 — 137,828 137,828 Total $ 3,577 $ 122,461 $ 126,038 $ 3,787 $ 171,877 $ 175,664 Nine months ended September 30, 2022 Nine months ended September 30, 2021 Options RSUs Total Options RSUs Total Time Based (1) $ 11,271 $ 74,693 $ 85,964 $ 10,254 $ 45,003 $ 55,257 PSP (2) — 68,499 68,499 — 53,941 53,941 LTIP (2) — 294,173 294,173 — 390,048 390,048 Total $ 11,271 $ 437,365 $ 448,636 $ 10,254 $ 488,992 $ 499,246 (1) Time-based awards vest and are expensed over a defined service period. (2) PSP and LTIP awards vest based on defined performance criteria and are expensed based on the probability of achieving such criteria. During the three months ended March 31, 2022, the Company recorded a cumulative catch-up adjustment of $20.7 million in additional stock-based compensation expense related to its updated expectation on achieving higher revenue targets than originally estimated for certain PSP awards which have a range of payouts. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s provision for income taxes for the three and nine months ended September 30, 2022 and 2021 is as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Income tax provision (benefit) $ 3,177 $ 3,845 $ (77,580) $ 1,654 The effective tax rates for the three months ended September 30, 2022 and 2021 were (0.7)% and (0.7)%, respectively, and the effective tax rates for the nine months ended September 30, 2022 and 2021 were 6.4% and (0.1)%, respectively. The difference between the Company’s effective tax rates for the three and nine month periods in 2022 and 2021 and the U.S. statutory tax rate of 21% was primarily due to a valuation allowance related to the Company’s deferred tax assets, offset partially by current state tax and current foreign tax. Additionally, the Company recorded a discrete income tax benefit of $76.8 million during the second quarter of 2022, as well as a discrete tax benefit of $6.8 million during the first quarter of 2021, which were attributable to non-recurring partial releases of the Company’s U.S. valuation allowance as a result of the preliminary purchase accounting for GNOG and Vegas Sports Information Network, Inc., respectively. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company operates its business and reports its results through two operating and reportable segments: B2C and B2B, in accordance with ASC Topic 280, Segment Reporting. The B2C segment provides users with Sportsbook, iGaming and DFS products, as well as media and other online consumer products. The B2B segment is involved in the design and development of sports betting and casino gaming software, which is primarily comprised of the Company’s wholly-owned subsidiary, SBTech (Global) Limited (together with its subsidiaries unless the context requires otherwise, “SBTech”). Operating segments are components of the Company for which separate discrete financial information is available to and evaluated regularly by the chief operating decision maker (“CODM”), who is the Company’s Chief Executive Officer, in making decisions regarding resource allocation and assessing performance. The CODM assesses a combination of metrics such as revenue and Adjusted EBITDA to evaluate the performance of each operating and reportable segment. Any intercompany revenues or expenses are eliminated in consolidation. All of the Company’s operating revenues and expenses, other than those excluded from Adjusted EBITDA as detailed below, are allocated to the Company’s reportable segments. The Company defines and calculates Adjusted EBITDA as net loss before the impact of interest income or expense (net), income tax provision or benefit, and depreciation and amortization, and further adjusted for the following items: stock-based compensation, transaction-related costs, litigation, settlement and related costs, advocacy and other related legal expenses, gain or loss on remeasurement of warrant liabilities and other non-recurring and non-operating costs or income, as described in the reconciliation below. A measure of segment assets and liabilities has not been currently provided to the Company’s CODM and therefore is not shown below. Summarized financial information for the Company’s segments is shown in the following table: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue: B2C $ 492,846 $ 189,094 $ 1,351,271 $ 740,113 B2B 9,092 23,725 34,057 82,587 Total revenue 501,938 212,819 1,385,328 822,700 Adjusted EBITDA: B2C (247,522) (307,700) (615,597) (541,313) B2B (16,689) (5,903) (56,257) (6,854) Total adjusted EBITDA (264,211) (313,603) (671,854) (548,167) Adjusted for: Depreciation and amortization 46,089 30,356 120,629 88,600 Interest (income) expense, net (6,301) 1,556 (8,378) (1,071) Income tax provision (benefit) 3,177 3,845 (77,580) 1,654 Stock-based compensation 126,038 175,664 448,636 499,246 Transaction-related costs 751 4,348 15,030 15,261 Litigation, settlement and related costs 1,390 4,712 5,786 8,933 Advocacy and other related legal expenses 16,558 16,667 16,558 27,702 (Gain) loss on remeasurement of warrant liabilities 6,797 (7,091) (20,199) 2,905 Other non-recurring and non-operating costs (income) (8,216) 1,368 (37,046) 5,501 Net loss attributable to common shareholders $ (450,494) $ (545,028) $ (1,135,290) $ (1,196,898) |
Loss Per Share
Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share The computation of loss per share and weighted-average shares of DraftKings Inc.’s Class A common stock outstanding for the periods presented are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net loss $ (450,494) $ (545,028) $ (1,135,290) $ (1,196,898) Basic and diluted weighted-average common shares outstanding 448,331 403,844 432,278 400,994 Loss per share attributable to common stockholders: Basic and diluted $ (1.00) $ (1.35) $ (2.63) $ (2.98) There were no preferred or other dividends declared for the three and nine months ended September 30, 2022. For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: September 30, 2022 2021 Class A common stock resulting from exercise of all warrants 3,761 1,741 Stock options and RSUs 52,717 55,620 Convertible notes 13,337 13,337 Total 69,815 70,698 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Financial Advisor The Company entered into an engagement letter with a related party (the “Financial Advisor”) in August 2019, as amended in December 2019. For the three and nine months ended September 30, 2022, the Company incurred $0.0 million and $8.5 million, respectively, of fees payable to its Financial Advisor. During the three and nine months ended September 30, 2021, the Company incurred no fees payable to its Financial Advisor. Equity Method Investments The Company provides office space and general operational support to DKFS, LLC, an equity-method affiliate. The operational support is primarily in the form of general and administrative services. As of September 30, 2022 and December 31, 2021, the Company had $0.3 million and $0.6 million, respectively, of receivables from DKFS, LLC related to those services and expenses to be reimbursed to the Company, which are included within non-current assets in its consolidated balance sheets. The Company has committed to invest up to $17.5 million into DBDK Venture Fund I, LP, a Delaware limited partnership and a subsidiary of DKFS LLC. As of September 30, 2022, the Company had invested a total of $4.9 million of the total commitment. Transactions with a Shareholder and their Immediate Family Members As of September 30, 2022 and December 31, 2021, the Company had $0.0 million and $3.8 million of receivables due from former shareholders of SBTech, respectively, which includes a current director and shareholder of the Company. For the three months ended September 30, 2022 and September 30, 2021, the Company had $0.6 million and $0.9 million in sales, respectively, to entities that are wholly owned by an immediate family member of a current director of the Company. The Company recorded $1.7 million and $4.0 million of such sales in the nine months ended September 30, 2022 and September 30, 2021, respectively. The Company had an associated accounts receivable balance of $0.2 million and $0.2 million as of September 30, 2022 and December 31, 2021, respectively, included in accounts receivable in its condensed consolidated balance sheets. Aircraft Starting in 2022, from time to time, the Company has chartered, without mark-up, the private plane owned by Jason Robins, the Company’s Chief Executive Officer, utilizing aircraft services from Jet Aviation Flight Services, Inc. for the business and personal travel of Mr. Robins and his family. The Company had no direct or indirect interest in such private plane. During the three and nine months ended September 30, 2022, the Company incurred $0.0 million and $0.7 million of expense for use of the aircraft under these chartering services, respectively. In March 2022, the Company entered into a one-year lease of an aircraft from an entity controlled by Mr. Robins. Pursuant to such agreement, Mr. Robins’ entity leases the aircraft to the Company for $0.6 million for a one-year period. The Company covers all operating, maintenance and other expenses associated with the aircraft. The audit and compensation committees of the Company’s board of directors approved this arrangement based, among other things, on the requirements of the overall security program that Mr. Robins and his family fly private and their assessment that such an arrangement is more efficient and flexible and better ensures safety, confidentiality and privacy. During the three and nine months ended September 30, 2022, the Company incurred $0.1 million and $0.3 million, respectively, of expense under the aircraft lease. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases, Commitments and Contingencies | Leases, Commitments and Contingencies Leases The Company primarily leases corporate office facilities, data centers and motor vehicles under operating lease agreements. Some of the Company’s leases include one or more options to renew. For a majority of our leases, we do not assume renewals in our determination of the lease term as the renewals are not deemed to be reasonably certain to exercise. Our lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of September 30, 2022, the Company’s lease agreements typically have terms not exceeding ten years. Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments primarily represent costs related to common area maintenance and utilities. The components of lease cost are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Operating lease cost $ 5,562 $ 4,207 $ 15,471 $ 12,569 Short term lease cost 1,550 1,051 4,628 1,918 Variable lease cost 984 1,008 2,863 2,691 Sublease income (255) (340) (715) (544) Total lease cost $ 7,841 $ 5,926 $ 22,247 $ 16,634 Supplemental cash flow and other information for the nine months ended September 30, 2022 and 2021 related to operating leases was as follows: Nine months ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 12,511 $ 13,393 Right-of-use assets obtained in exchange for new operating lease liabilities $ 23,056 $ 3,055 The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating leases were 7.3 years and 6.5% as of September 30, 2022. The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term. Maturity of lease liabilities are as follows: Years Ending December 31, From October 1, 2022 to December 31, 2022 $ 3,861 2023 10,721 2024 15,381 2025 13,442 2026 11,817 Thereafter 52,416 Total undiscounted future cash flows 107,638 Less: Imputed interest (25,913) Operating lease liabilities $ 81,725 As of September 30, 2022, the Company had long-lived assets, which consists of operating lease right-of-use assets and property and equipment, net, of $109.7 million and $23.2 million located in the United States and internationally, respectively. As of December 31, 2021, the company had long-lived assets of $77.2 million and $32.6 million located in the United States and internationally, respectively. Other Contractual Obligations and Contingencies The Company is a party to several non-cancelable contracts with vendors where the Company is obligated to make future minimum payments under the terms of these contracts as follows: Years Ending December 31, From October 1, 2022 to December 31, 2022 $ 164,209 2023 435,256 2024 387,199 2025 302,259 2026 187,588 Thereafter 355,050 Total $ 1,831,561 Contingencies From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation concerning matters arising in connection with the conduct of the Company’s business activities. In Re: Daily Fantasy Sports Litigation (Multi-District Litigation) Between late 2015 and early 2016, certain individuals who allegedly registered and competed in daily sports fantasy contests on our and FanDuel’s websites, and their family members, filed numerous actions (primarily purported class actions) against us, FanDuel, and other related parties in courts across the United States (the “DFS defendants”). In February 2016, these actions were consolidated in a multi-district litigation in the U.S. District Court for the District of Massachusetts. The plaintiffs asserted 27 claims arising under both state and federal law against the DFS defendants. The plaintiffs’ claims against us generally fell into four categories: (1) the Company’s online daily fantasy sports contests constitute illegal gambling; (2) the Company promulgated false or misleading advertisements that emphasized the ease of play and likelihood of winning; (3) the Company induced consumers to lose money through a deceptive bonus program; and (4) the Company allowed our employees to participate in competitors’ fantasy sports contests using non-public information, which gave such employees an unfair advantage over other contestants. The plaintiffs sought money damages, equitable relief, and disgorgement of gains against the Company. On October 6, 2021, the court entered judgment and an order approving a settlement and dismissing the claims with prejudice brought by all plaintiffs except the family members plaintiffs and one plaintiff asserting claims against the DFS defendants as a concerned citizen of the State of Florida (the “Concerned Citizen Claims”). This settlement agreement became effective on November 5, 2021; as a result, the only remaining plaintiffs were the family member plaintiffs and the plaintiff who asserted the Concerned Citizen Claims. On January 21, 2022, DraftKings and the family member plaintiffs filed a joint motion for preliminary approval of a proposed settlement. On February 18, 2022, the court entered an order preliminarily approving the proposed settlement and scheduled a fairness hearing for final approval of the settlement on June 8, 2022. On June 8, 2022, the court entered judgment and an order approving the settlement and dismissing all claims with prejudice other than the Concerned Citizens Claims. On June 23, 2022, with all claims other than the Concerned Citizen Claims resolved, the court dismissed the Concerned Citizen Claims from federal court for lack of Article III standing and remanded the Concerned Citizens Claims to state court in Florida. On July 8, 2022, the court officially closed the docket for In Re: Daily Fantasy Sports Litigation (Multi-District Litigation) . The Company previously provided an accrual for this matter. The Company intends to vigorously defend the Concerned Citizen Claims . If the plaintiff obtains a judgment in his favor in this matter, the Company could be subject to substantial damages and it could be restricted from offering DFS contests in Florida. The Company cannot provide any assurance as to the outcome of the Concerned Citizen Claims . Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of the Concerned Citizen Claims will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Interactive Games LLC On June 14, 2019, Interactive Games LLC filed suit against the Company in the U.S. District Court for the District of Delaware, alleging that our Daily Fantasy Sports product infringes two patents and the Company’s Sportsbook product infringes two different patents. DraftKings intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Winview Inc. On July 7, 2021, Winview Inc., a Delaware corporation, filed suit against the Company in the U.S. District Court for the District of New Jersey, which was subsequently amended on July 28, 2021, alleging that our Sportsbook product infringes two patents, our Daily Fantasy Sports product infringes one patent, and that our Sportsbook product and Daily Fantasy Sports product infringe another patent. On November 15, 2021, Winview Inc. filed a second amended complaint (the “SAC”), adding as defendants DK DE and Crown Gaming Inc., a Delaware corporation, which are wholly-owned subsidiaries of the Company. The SAC largely repeats the allegations of the first amended complaint. DraftKings intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Securities Matters Related to Allegations in the Hindenburg Report On July 2, 2021, the first of two substantially similar federal securities law putative class actions was filed in the U.S. District Court for the Southern District of New York against the Company and certain of its officers. The actions allege violations of Sections 10(b) and 20(a) of the Exchange Act on a behalf of a putative class of persons who purchased or otherwise acquired DraftKings stock between December 23, 2019 and June 15, 2021. The allegations relate to, among other things, allegedly false and misleading statements and/or failures to disclose information about the Company’s business and prospects, based primarily upon the allegations concerning SBTech that were contained in a report published about the Company on June 15, 2021 by Hindenburg Research (the “Hindenburg Report”). The Company intends to vigorously defend against these claims. On November 12, 2021, the court consolidated the two actions under the caption In re DraftKings Securities Litigation and appointed a lead plaintiff. The lead plaintiff filed a consolidated amended complaint on January 11, 2022. Beginning on July 9, 2021, the Company received subpoenas from the SEC seeking documents concerning, among other things, certain of the allegations raised in the Hindenburg Report, as well as the Company’s disclosures regarding its compliance policies and procedures, and related matters. The Company intends to comply with the related requests and is cooperating with the SEC’s ongoing inquiry. The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Securities Matters Related to the GNOG Transaction On August 12, 2022, a putative class action was filed in Nevada state District Court in Clark County against Golden Nugget Online Gaming, Inc. (“GNOG Inc.”), the Company and one of its officers, as well as former officers or directors and the former controlling stockholder of GNOG Inc. and Jefferies LLC. The lawsuit asserts claims on behalf of a putative class of former minority stockholders of GNOG Inc. alleging that certain former officers and directors of GNOG Inc. and its former controlling stockholder (Tilman Fertitta and/or Fertitta Entertainment, Inc.) breached their fiduciary duties to minority stockholders of GNOG Inc. in connection with the GNOG Transaction, and the other defendants aided and abetted the alleged breaches of fiduciary duty. On September 9, 2022, two similar putative class actions were filed in the Delaware Court of Chancery against former directors of GNOG Inc. and its former controlling stockholder, one of which also names the Company and Jefferies Financial Group, Inc. as defendants. These pending actions in Delaware assert substantially similar claims on behalf of a putative class of former minority stockholders of GNOG Inc. alleging that certain former officers and directors of GNOG Inc. and its former controlling stockholder (Tilman Fertitta) breached their fiduciary duties to minority stockholders of GNOG Inc. in connection with the GNOG Transaction, and one of the actions also alleges that DraftKings aided and abetted the alleged breaches of fiduciary duty. On October 12, 2022, the Delaware Court of Chancery consolidated these two actions under the caption In re Golden Nugget Online Gaming, Inc. Stockholders Litigation . The Company intends to vigorously defend against these claims. The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Shareholder Derivative Litigation On October 21, 2021, the first of five substantially similar putative shareholder derivative actions was filed in Nevada by alleged shareholders of the Company. The actions purport to assert claims on behalf of the Company against certain current and former officers and/or members of the board of directors of the Company and DEAC. The two actions filed in the U.S. District Court for the District of Nevada have since been consolidated, and two of the actions filed in Nevada state District Court in Clark County likewise have been consolidated. A substantially identical fifth action was filed in Nevada state District Court in Clark County and has been dismissed voluntarily by the plaintiff. The same plaintiff filed a substantially identical action in Massachusetts Superior Court, which has also been dismissed voluntarily by the plaintiff. The Nevada actions purport to assert claims on behalf of the Company for, among other things, breach of fiduciary duty and corporate waste based primarily upon the allegations concerning SBTech that were contained in the Hindenburg Report. The federal court action in Nevada also contends that certain individuals are liable to the Company for any adverse judgment in the federal securities class actions described above under Sections 10(b) and 21D of the Exchange Act. The Nevada actions seek unspecified compensatory damages, changes to corporate governance and internal procedures, equitable and injunctive relief, restitution, costs and attorney’s fees. The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Because the Nevada actions allege claims on behalf of the Company and purport to seek judgments in favor of the Company, the Company does not believe, based on currently available information, that the outcome of these proceedings will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. AG 18, LLC d/b/a/ Arrow Gaming On August 19, 2021, AG 18, LLC d/b/a/ Arrow Gaming (“Arrow Gaming”) filed a complaint against DraftKings in the United States District Court for the District of New Jersey alleging that DraftKings’ DFS and Casino products infringe four patents. On October 12, 2021, Arrow Gaming filed an amended complaint to add one additional patent. On December 20, 2021, Arrow Gaming filed a second amended complaint adding new allegations with respect to alleged willful infringement. DraftKings intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Beteiro, LLC On November 22, 2021, Beteiro, LLC filed a complaint against the Company in the United States District Court for the District of New Jersey alleging that the Company’s Sportsbook and Casino products infringe four patents. DraftKings intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Diogenes Ltd. & Colossus(IOM) Ltd. On December 1, 2021, Diogenes Ltd. & Colossus (IOM) Ltd. (“Colossus”), filed a complaint against the Company in the United States District Court for the District of Delaware alleging that the Company’s Sportsbook product infringes seven patents. Colossus amended its complaint on February 7, 2022 to, among other things, add one additional patent. DraftKings intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer. The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows. Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on DraftKings’ financial condition, although the outcome could be material to DraftKings’ operating results for any particular period, depending, in part, upon the operating results for such period. Internal Revenue Service The Company is currently under Internal Revenue Service audit for prior tax years, with the primary unresolved issues relating to excise taxation of fantasy sports contests and informational reporting and withholding. The final resolution of that audit, and other audits or litigation, may differ from the amounts recorded in these consolidated financial statements and may materially affect the Company’s consolidated financial statements in the period or periods in which that determination is made. Letters of Credit In connection with the Credit Agreement with Pacific Western Bank, the Company has entered into several letters of credit totaling $4.0 million and $4.2 million as of September 30, 2022 and December 31, 2021, respectively, for the Company’s leases of office space. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies and Practices (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, the unaudited condensed consolidated financial statements should be read in connection with the Company’s audited financial statements and related notes as of and for the fiscal year ended December 31, 2021, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 as filed with the SEC on February 18, 2022 (“2021 Annual Report”). The accompanying condensed consolidated financial statements are unaudited; however, in the opinion of management, they include all normal and recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year, due to seasonal fluctuations in the Company’s revenue as a result of timing of the various sports seasons, sporting events and other factors. The accompanying unaudited condensed consolidated financial statements include the accounts and operations of the Company, except that, due to the timing of the consummation of the GNOG Transaction, the accompanying unaudited condensed consolidated financial statements exclude the operations of GNOG prior to the GNOG Closing Date of May 5, 2022. All intercompany balances and transactions have been eliminated. |
Foreign Currency | Foreign Currency Effective as of January 1, 2022, the Company’s significant non-U.S. subsidiaries’ functional currency changed from the Euro to the U.S. dollar. Accordingly, the Company did not have to translate the financial statements of its significant non-U.S. subsidiaries for the period ended September 30, 2022. |
Digital Assets and Liabilities | Digital Assets and Liabilities On March 31, 2022, the SEC issued Staff Accounting Bulletin No. 121 (“SAB 121”). SAB 121 sets out interpretive guidance from the staff of the SEC regarding the accounting for obligations to safeguard digital assets that an entity holds for its users, which is effective from the first interim period commencing after June 15, 2022, with retroactive application as of the beginning of the fiscal year to which the interim or annual period relates. In accordance with SAB 121, the Company recognized a liability for the obligation to safeguard its users’ assets and recognized an associated asset for non-fungible tokens (“NFTs”) held for its users. Both the liability and the associated asset are measured at the fair value of the NFTs being safeguarded. Refer to Note 6 hereof for disclosures required in accordance with Accounting Standards Codification 820, Fair Value Measurement . |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”), which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 to have a material effect on its consolidated financial statements. In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820) : Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), which clarifies the guidance in Accounting Standards Codification Topic 820, Fair Value Measurement (“Topic 820”), when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions that are measured at fair value in accordance with Topic 820. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2022-03, it does not expect ASU 2022-03 to have a material effect on the Company’s consolidated financial condition, results of operations or cash flows. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Summary of Consideration Transferred at Closing | The following is a summary of the consideration issued on the GNOG Closing Date: Share consideration (1) $ 460,128 Other consideration (2) 143,337 Total consideration $ 603,465 (1) Includes the issuance of approximately 29.3 million shares of DraftKings Inc.’s Class A common stock issued at a price of $15.73. (2) Includes (i) payments made by the Company on behalf of GNOG, including repayment of the outstanding portion of GNOG’s term loan (including the associated prepayment premium) and payment of certain of GNOG’s transaction expenses incurred in connection with the GNOG Transaction and (ii) warrants that were exercisable for shares of GNOG Class A common stock prior to the GNOG Closing Date, which were assumed by DraftKings in connection with the GNOG Transaction and became eligible to be converted into approximately 2.1 million shares of DraftKings Inc.’s Class A common stock in the aggregate. These payments were partially offset by commercial credits received by the Company from Fertitta Entertainment, Inc. (“FEI”), which can be applied by the Company from time to time to offset future amounts otherwise owed by it to FEI or its affiliates under commercial arrangements among such parties, subject to certain limited exceptions, which partially offsets the other consideration issued in connection with the GNOG Transaction. |
Summary of Acquisition Purchase Price | The following table summarizes the consideration issued or paid in connection with the GNOG Transaction and the preliminary fair value of the assets acquired and liabilities assumed in connection with the consummation of the GNOG Transaction on the GNOG Closing Date. The values set forth below are preliminary, pending finalization of valuation analyses: Cash and cash equivalents $ 66,709 Cash reserved for users 7,633 Receivables reserved for users 2,814 Accounts receivables 9,005 Prepaid expenses and other current assets 541 Property and equipment, net 2,674 Intangible assets, net 307,000 Operating lease right-of-use assets 1,185 Deposits and other non-current assets 47,395 Total identifiable assets acquired 444,956 Liabilities assumed: Accounts payable and accrued expenses 36,660 Liabilities to users 5,260 Operating lease liabilities 1,185 Other long-term liabilities 76,750 Total liabilities assumed 119,855 Net assets acquired (a) 325,101 Purchase consideration (b) 603,465 Goodwill (b) – (a) $ 278,364 |
Summary of Intangible Assets Acquired | Fair Value Weighted- Gaming licenses $ 137,000 12.2 years Customer relationships 170,000 5.9 years Total $ 307,000 |
Business Acquisition, Pro Forma Information | The financial information in the table below summarizes the combined results of operations of Old DraftKings and GNOG, on an actual and a pro forma basis, as applicable, as though the companies had been combined as of the beginning of the periods presented. The pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the GNOG Transaction had been consummated as of the beginning of the periods presented or of results that may occur in the future. Three months ended September 30, Nine months ended September 30, 2022 Actual 2021 Pro Forma 2022 Pro Forma 2021 Pro Forma Revenue $ 501,938 $ 246,620 $ 1,429,463 $ 911,291 Net loss (450,494) (558,607) (1,137,037) (1,293,863) |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets, finite-lived | The Company has the following intangible assets, net as of September 30, 2022: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 5.6 years $ 422,900 $ (126,938) $ 295,962 Internally developed software 2.6 years 158,746 (69,114) 89,632 Gaming licenses 10.9 years 195,361 (24,584) 170,777 Trademarks, tradenames and other 3.9 years 34,367 (11,490) 22,877 Customer relationships 4.8 years 269,728 (62,455) 207,273 1,081,102 (294,581) 786,521 Indefinite-lived intangible assets: Digital assets, net of impairment Indefinite-lived 2,126 — 2,126 Intangible assets, net $ 1,083,228 $ (294,581) $ 788,647 The Company had the following intangible assets, net as of December 31, 2021: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 6.4 years $ 422,900 $ (87,089) $ 335,811 Internally developed software 2.6 years 117,953 (52,607) 65,346 Gaming licenses 7.3 years 54,442 (13,466) 40,976 Trademarks and tradenames 4.5 years 30,639 (5,952) 24,687 Customer relationships 3.3 years 99,728 (33,526) 66,202 725,662 (192,640) 533,022 Indefinite-lived intangible assets: Digital assets Indefinite-lived 1,995 — 1,995 Intangible assets, net $ 727,657 $ (192,640) $ 535,017 |
Schedule of intangible assets, indefinite-lived | The Company has the following intangible assets, net as of September 30, 2022: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 5.6 years $ 422,900 $ (126,938) $ 295,962 Internally developed software 2.6 years 158,746 (69,114) 89,632 Gaming licenses 10.9 years 195,361 (24,584) 170,777 Trademarks, tradenames and other 3.9 years 34,367 (11,490) 22,877 Customer relationships 4.8 years 269,728 (62,455) 207,273 1,081,102 (294,581) 786,521 Indefinite-lived intangible assets: Digital assets, net of impairment Indefinite-lived 2,126 — 2,126 Intangible assets, net $ 1,083,228 $ (294,581) $ 788,647 The Company had the following intangible assets, net as of December 31, 2021: Weighted-Average Remaining Amortization Period Gross Carrying Amount Accumulated Amortization Net Amortized intangible assets: Developed technology 6.4 years $ 422,900 $ (87,089) $ 335,811 Internally developed software 2.6 years 117,953 (52,607) 65,346 Gaming licenses 7.3 years 54,442 (13,466) 40,976 Trademarks and tradenames 4.5 years 30,639 (5,952) 24,687 Customer relationships 3.3 years 99,728 (33,526) 66,202 725,662 (192,640) 533,022 Indefinite-lived intangible assets: Digital assets Indefinite-lived 1,995 — 1,995 Intangible assets, net $ 727,657 $ (192,640) $ 535,017 |
Summary of changes in the carrying amount of goodwill | The changes in the carrying amount of goodwill for the nine months ended September 30, 2022 by reporting unit are: B2C B2B Media Total Balance as of December 31, 2021 $ 360,756 $ 207,684 $ 47,215 $ 615,655 Goodwill resulting from the GNOG Transaction 278,364 — — 278,364 Balance as of September 30, 2022 $ 639,120 $ 207,684 $ 47,215 $ 894,019 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Assets and Liabilities Measured at Fair Value | The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of September 30, 2022 and December 31, 2021 based on the three-tier fair value hierarchy: September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 201,560 (1) $ — $ — $ 201,560 Other current assets: Digital assets held for users — 47,951 (2) — 47,951 Other non-current assets: Derivative instruments — — 46,833 (5) 46,833 Equity securities 19,150 (3) 13,533 (4) — 32,683 Total $ 220,710 $ 61,484 $ 46,833 $ 329,027 Liabilities Other current liabilities: Digital assets held for users $ — $ 47,951 (2) $ — $ 47,951 Warrant liabilities — 19,877 (6) — 19,877 Total $ — $ 67,828 $ — $ 67,828 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Money market funds $ 550,169 (1) $ — $ — $ 550,169 Other non-current assets: Derivative instruments — — 3,850 (5) 3,850 Equity securities 27,200 (3) — — 27,200 Total $ 577,369 $ — $ 3,850 $ 581,219 Liabilities Warrant liabilities $ — $ 26,911 (6) $ — $ 26,911 Total $ — $ 26,911 $ — $ 26,911 (1) Represents the Company’s money market funds, which are classified as Level 1 because the Company measures these assets to fair value using quoted market prices. (2) Represents the asset and liability balance for the digital assets held by the Company for its users, which are classified as Level 2 because the Company measures these digital assets to fair value using observable inputs for similar transactions. (3) Represents the Company’s marketable equity securities, which are classified as Level 1 because the Company measures these assets to fair value using quoted market prices. (4) Represents the Company’s non-marketable equity securities, which are classified as Level 2 because the Company measures these assets to fair value using observable inputs for similar investments of the same issuer. The Company has elected the remeasurement alternative for these assets. (5) Represents the Company’s derivative instruments held in other public and privately held entities. The Company measures these derivative instruments to fair value using option pricing models and, accordingly, classifies these assets as Level 3. During the nine months ended September 30, 2022, the Company did not purchase or issue a significant amount of new derivative instruments. The table below includes a range and an average weighted by relative fair value of the significant unobservable inputs used to measure these Level 3 derivative instruments to fair value. A change in these significant unobservable inputs might result in a significantly higher or lower fair value measurement at the reporting date. September 30, 2022 December 31, 2021 Significant Unobservable Input Range (Weighted Average) Underlying stock price $7.66 - $39.22 ($34.26) $ 10.88 Volatility 65.0% - 75.0% (72.8%) 60.0 % Risk-free rate 1.3% - 3.8% (1.7%) 0.3 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Summary of deferred revenue balances | The deferred revenue balances were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Deferred revenue, beginning of the period $ 84,674 $ 51,791 $ 91,554 $ 30,267 Deferred revenue, end of the period 165,185 84,951 165,185 84,951 Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period 34,621 23,946 70,042 27,569 |
Summary of disaggregation of revenue | Disaggregation of revenue for the three and nine months ended September 30, 2022 and 2021 is as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Online gaming $ 468,455 $ 176,257 $ 1,289,257 $ 707,146 Gaming software 9,093 23,725 34,057 82,587 Other 24,390 12,837 62,014 32,967 Total Revenue $ 501,938 $ 212,819 $ 1,385,328 $ 822,700 |
Summary of Company's revenue by geographic region | The following table presents the Company’s revenue by geographic region for the periods indicated: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 United States $ 495,563 $ 188,166 $ 1,354,234 $ 737,814 International 6,375 24,653 31,094 84,886 Total Revenue $ 501,938 $ 212,819 $ 1,385,328 $ 822,700 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of stock option activity | The following table shows restricted stock unit (“RSU”) and stock option activity for the nine months ended September 30, 2022: Time-based PSP LTIP Total Weighted Average Exercise Price of Options Weighted Average FMV Options RSUs Options RSUs Options RSUs Outstanding at December 31, 2021 14,695 4,195 2,354 1,488 11,671 19,343 53,746 $ 5.46 $ 49.94 Granted 200 10,485 — 2 — 1,080 11,767 31.40 20.68 Exercised options / vested RSUs (1,661) (2,139) (54) (2,671) (169) (6,251) (12,945) 2.85 44.03 Change in awards due to performance-based multiplier — — — 1,806 — — 1,806 — 33.69 Forfeited (154) (971) (5) (26) — (501) (1,657) 4.71 35.06 Outstanding at September 30, 2022 13,080 11,570 2,295 599 11,502 13,671 52,717 $ 5.84 $ 39.10 |
Summary of stock compensation expense | The following table shows stock compensation expense for the three and nine months ended September 30, 2022 and 2021: Three months ended September 30, 2022 Three months ended September 30, 2021 Options RSUs Total Options RSUs Total Time Based (1) $ 3,577 $ 25,924 $ 29,501 $ 3,787 $ 15,512 $ 19,299 PSP (2) — 11,368 11,368 — 18,537 18,537 LTIP (2) — 85,169 85,169 — 137,828 137,828 Total $ 3,577 $ 122,461 $ 126,038 $ 3,787 $ 171,877 $ 175,664 Nine months ended September 30, 2022 Nine months ended September 30, 2021 Options RSUs Total Options RSUs Total Time Based (1) $ 11,271 $ 74,693 $ 85,964 $ 10,254 $ 45,003 $ 55,257 PSP (2) — 68,499 68,499 — 53,941 53,941 LTIP (2) — 294,173 294,173 — 390,048 390,048 Total $ 11,271 $ 437,365 $ 448,636 $ 10,254 $ 488,992 $ 499,246 (1) Time-based awards vest and are expensed over a defined service period. (2) PSP and LTIP awards vest based on defined performance criteria and are expensed based on the probability of achieving such criteria. During the three months ended March 31, 2022, the Company recorded a cumulative catch-up adjustment of $20.7 million in additional stock-based compensation expense related to its updated expectation on achieving higher revenue targets than originally estimated for certain PSP awards which have a range of payouts. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Company's (Benefit) provision for income taxes | The Company’s provision for income taxes for the three and nine months ended September 30, 2022 and 2021 is as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Income tax provision (benefit) $ 3,177 $ 3,845 $ (77,580) $ 1,654 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Summary of financial information for the Company's segments | Summarized financial information for the Company’s segments is shown in the following table: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Revenue: B2C $ 492,846 $ 189,094 $ 1,351,271 $ 740,113 B2B 9,092 23,725 34,057 82,587 Total revenue 501,938 212,819 1,385,328 822,700 Adjusted EBITDA: B2C (247,522) (307,700) (615,597) (541,313) B2B (16,689) (5,903) (56,257) (6,854) Total adjusted EBITDA (264,211) (313,603) (671,854) (548,167) Adjusted for: Depreciation and amortization 46,089 30,356 120,629 88,600 Interest (income) expense, net (6,301) 1,556 (8,378) (1,071) Income tax provision (benefit) 3,177 3,845 (77,580) 1,654 Stock-based compensation 126,038 175,664 448,636 499,246 Transaction-related costs 751 4,348 15,030 15,261 Litigation, settlement and related costs 1,390 4,712 5,786 8,933 Advocacy and other related legal expenses 16,558 16,667 16,558 27,702 (Gain) loss on remeasurement of warrant liabilities 6,797 (7,091) (20,199) 2,905 Other non-recurring and non-operating costs (income) (8,216) 1,368 (37,046) 5,501 Net loss attributable to common shareholders $ (450,494) $ (545,028) $ (1,135,290) $ (1,196,898) |
Loss Per Share (Tables)
Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of loss per share and weighted-average shares | The computation of loss per share and weighted-average shares of DraftKings Inc.’s Class A common stock outstanding for the periods presented are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Net loss $ (450,494) $ (545,028) $ (1,135,290) $ (1,196,898) Basic and diluted weighted-average common shares outstanding 448,331 403,844 432,278 400,994 Loss per share attributable to common stockholders: Basic and diluted $ (1.00) $ (1.35) $ (2.63) $ (2.98) |
Schedule of computation of diluted shares outstanding | For the periods presented, the following securities were not required to be included in the computation of diluted shares outstanding: September 30, 2022 2021 Class A common stock resulting from exercise of all warrants 3,761 1,741 Stock options and RSUs 52,717 55,620 Convertible notes 13,337 13,337 Total 69,815 70,698 |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of components of lease cost and other information | The components of lease cost are as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Operating lease cost $ 5,562 $ 4,207 $ 15,471 $ 12,569 Short term lease cost 1,550 1,051 4,628 1,918 Variable lease cost 984 1,008 2,863 2,691 Sublease income (255) (340) (715) (544) Total lease cost $ 7,841 $ 5,926 $ 22,247 $ 16,634 Supplemental cash flow and other information for the nine months ended September 30, 2022 and 2021 related to operating leases was as follows: Nine months ended September 30, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows used by operating leases $ 12,511 $ 13,393 Right-of-use assets obtained in exchange for new operating lease liabilities $ 23,056 $ 3,055 |
Schedule of maturity of lease liabilities | Maturity of lease liabilities are as follows: Years Ending December 31, From October 1, 2022 to December 31, 2022 $ 3,861 2023 10,721 2024 15,381 2025 13,442 2026 11,817 Thereafter 52,416 Total undiscounted future cash flows 107,638 Less: Imputed interest (25,913) Operating lease liabilities $ 81,725 |
Summary of other contractual obligations and contingencies | The Company is a party to several non-cancelable contracts with vendors where the Company is obligated to make future minimum payments under the terms of these contracts as follows: Years Ending December 31, From October 1, 2022 to December 31, 2022 $ 164,209 2023 435,256 2024 387,199 2025 302,259 2026 187,588 Thereafter 355,050 Total $ 1,831,561 |
Description of Business (Detail
Description of Business (Details) | Sep. 30, 2022 jurisdiction |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of jurisdictions with legalized sports betting in which company operates | 18 |
Business Combination - Narrativ
Business Combination - Narrative (Details) - GNOG - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
May 05, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares Issued Per Acquiree Share | 0.365 | ||
Shares issued for acquisition (in shares) | 29,300,000 | ||
Equity interest acquired | 100% | ||
Long-term receivable | $ 30.5 | ||
Advisory, legal, accounting and management fees | $ 0.6 | $ 14.9 | |
Danville GN Casino Loan | |||
Business Acquisition [Line Items] | |||
Long-term receivable | $ 30 |
Business Combination - Summary
Business Combination - Summary of Consideration Transferred at Closing (Details) - GNOG $ / shares in Units, $ in Thousands, shares in Millions | May 05, 2022 USD ($) $ / shares shares |
Business Acquisition [Line Items] | |
Share consideration | $ 460,128 |
Other consideration | 143,337 |
Total consideration | $ 603,465 |
Shares issued for acquisition (in shares) | shares | 29.3 |
Weighted average fair value (in dollars per share) | $ / shares | $ 15.73 |
Issuance of New DraftKings' Class A Common Stock for each Common Share of Golden Nugget Online Gaming (in shares) | shares | 2.1 |
Business Combination - Summar_2
Business Combination - Summary of Acquisition Purchase Price (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | May 05, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 894,019 | $ 615,655 | |
GNOG | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 66,709 | ||
Cash reserved for users | 7,633 | ||
Receivables reserved for users | 2,814 | ||
Accounts receivables | 9,005 | ||
Prepaid expenses and other current assets | 541 | ||
Property and equipment, net | 2,674 | ||
Intangible assets, net | 307,000 | ||
Operating lease right-of-use assets | 1,185 | ||
Deposits and other non-current assets | 47,395 | ||
Total identifiable assets acquired | 444,956 | ||
Accounts payable and accrued expenses | 36,660 | ||
Liabilities to users | 5,260 | ||
Operating lease liabilities | 1,185 | ||
Other long-term liabilities | 76,750 | ||
Total liabilities assumed | 119,855 | ||
Net assets acquired | 325,101 | ||
Purchase consideration | 603,465 | ||
Goodwill | $ 278,364 |
Business Combination - Summar_3
Business Combination - Summary of Intangible Assets Acquired (Details) - GNOG $ in Thousands | May 05, 2022 USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 307,000 |
Gaming licenses | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 137,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 12 years 2 months 12 days |
Customer relationships | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair Value | $ 170,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years 10 months 24 days |
Business Combinations - Pro For
Business Combinations - Pro Forma Information (Details) - GNOG - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 501,938 | $ 246,620 | $ 1,429,463 | $ 911,291 |
Net loss | $ (450,494) | $ (558,607) | $ (1,137,037) | $ (1,293,863) |
Intangible Assets and Goodwil_2
Intangible Assets and Goodwill - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,081,102 | $ 725,662 |
Accumulated Amortization | (294,581) | (192,640) |
Net | 786,521 | 533,022 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 1,083,228 | 727,657 |
Intangible assets, net | 788,647 | 535,017 |
Digital assets | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 2,126 | $ 1,995 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 5 years 7 months 6 days | 6 years 4 months 24 days |
Gross Carrying Amount | $ 422,900 | $ 422,900 |
Accumulated Amortization | (126,938) | (87,089) |
Net | $ 295,962 | $ 335,811 |
Internally developed software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 2 years 7 months 6 days | 2 years 7 months 6 days |
Gross Carrying Amount | $ 158,746 | $ 117,953 |
Accumulated Amortization | (69,114) | (52,607) |
Net | $ 89,632 | $ 65,346 |
Gaming licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 10 years 10 months 24 days | 7 years 3 months 18 days |
Gross Carrying Amount | $ 195,361 | $ 54,442 |
Accumulated Amortization | (24,584) | (13,466) |
Net | $ 170,777 | $ 40,976 |
Trademarks, tradenames and other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 3 years 10 months 24 days | 4 years 6 months |
Gross Carrying Amount | $ 34,367 | $ 30,639 |
Accumulated Amortization | (11,490) | (5,952) |
Net | $ 22,877 | $ 24,687 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Remaining Amortization Period | 4 years 9 months 18 days | 3 years 3 months 18 days |
Gross Carrying Amount | $ 269,728 | $ 99,728 |
Accumulated Amortization | (62,455) | (33,526) |
Net | $ 207,273 | $ 66,202 |
Intangible Assets and Goodwil_3
Intangible Assets and Goodwill - Additional information (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||||
Amortization expense | $ 40.6 | $ 26.7 | $ 106.8 | $ 78.6 |
Intangible Assets and Goodwil_4
Intangible Assets and Goodwill - Summary of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Beginning balance | $ 615,655 |
Goodwill resulting from the GNOG Transaction | 278,364 |
Ending balance | 894,019 |
B2C | |
Goodwill [Roll Forward] | |
Beginning balance | 360,756 |
Goodwill resulting from the GNOG Transaction | 278,364 |
Ending balance | 639,120 |
B2B | |
Goodwill [Roll Forward] | |
Beginning balance | 207,684 |
Goodwill resulting from the GNOG Transaction | 0 |
Ending balance | 207,684 |
Media | |
Goodwill [Roll Forward] | |
Beginning balance | 47,215 |
Goodwill resulting from the GNOG Transaction | 0 |
Ending balance | $ 47,215 |
Current and Long-term Liabili_2
Current and Long-term Liabilities - Revolving Line of Credit (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 60 | $ 60 |
Principal outstanding | 0 | 0 |
Net facility available | $ 56 | $ 55.8 |
Revolving Line of Credit | Prime Rate | ||
Line of Credit Facility [Line Items] | ||
Variable interest rate spread | 1% | |
Variable annual interest rate floor | 6.50% | |
Quarterly in arrears fee per annum | 0.25% | |
Revolving Line of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 60 |
Current and Long-term Liabili_3
Current and Long-term Liabilities - Convertible Notes and Indirect Taxes (Details) $ / shares in Units, $ in Millions | 1 Months Ended | ||
Mar. 31, 2021 USD ($) $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Line of Credit Facility [Line Items] | |||
Estimated liability for indirect taxes | $ 56 | $ 47.5 | |
Convertible Noteholders | |||
Line of Credit Facility [Line Items] | |||
Aggregate principle amount | $ 1,265 | ||
Lender fees | 17 | ||
Debt financing costs | $ 1.7 | ||
Conversion ratio | 0.010543 | ||
Conversion price (in dollars per share) | $ / shares | $ 94.85 | ||
Strike price (in dollars per share) | $ / shares | 94.85 | ||
Cap price (in dollars per share) | $ / shares | $ 135.50 | ||
Net cost incurred | $ 124 | ||
Fair value of convertible notes | $ 830.5 | $ 953.8 |
Current and Long-term Liabili_4
Current and Long-term Liabilities - Warrant Liabilities (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
May 05, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | May 14, 2019 | |
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
Warrant liabilities | $ 19,877 | $ 19,877 | $ 26,911 | ||||||
(Gain) loss on remeasurement of warrant liabilities | $ 6,797 | $ (7,091) | (20,199) | $ 2,905 | |||||
Shares issued for exercise of warrants | 1,050 | $ 2,419 | $ 1,761 | ||||||
Proceeds from shares issued for warrants | $ 44 | $ 199 | |||||||
GNOG | |||||||||
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable, Shares Issued Per Acquiree Share | 0.365 | ||||||||
Issuance of New DraftKings' Class A Common Stock for each Common Share of Golden Nugget Online Gaming (in shares) | 2,100,000 | ||||||||
Public Warrants | |||||||||
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
Number of warrants issued (in shares) | 13,300,000 | ||||||||
Number of shares issuable per warrant (in shares) | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||||
Number of warrants outstanding (in shares) | 0 | 0 | |||||||
Private Placement Warrants | |||||||||
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
Number of warrants issued (in shares) | 6,300,000 | ||||||||
Number of shares issuable per warrant (in shares) | 1 | ||||||||
Number of warrants outstanding (in shares) | 1,600,000 | 1,600,000 | |||||||
Shares issued for exercise of warrants (in shares) | 200,000 | ||||||||
Shares issued for exercise of warrants | $ 5,200 | ||||||||
Reclassification of warrant liabilities | 4,500 | ||||||||
Proceeds from shares issued for warrants | 700 | ||||||||
Private Placement Warrants | GNOG | |||||||||
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
Number of warrants issued (in shares) | 5,900,000 | 5,900,000 | 5,900,000 | ||||||
Number of shares issuable per warrant (in shares) | 1 | ||||||||
Exercise price of warrants (in dollars per share) | $ 11.50 | ||||||||
Assumed warrant liabilities | $ 13,200 | ||||||||
(Gain) loss on remeasurement of warrant liabilities | $ 3,700 | $ (1,100) | |||||||
Public and Private Warrants | |||||||||
Liabilities, Other than Long-term Debt, Noncurrent [Abstract] | |||||||||
(Gain) loss on remeasurement of warrant liabilities | $ 6,800 | $ (7,100) | $ (20,200) | $ 2,900 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Digital assets held for users | $ 47,951 | |
Derivative instruments | 46,833 | $ 3,850 |
Equity securities | 32,683 | 27,200 |
Assets | 329,027 | 581,219 |
Liabilities | ||
Private warrants | 19,877 | 26,911 |
Digital assets held for users | 47,951 | |
Liabilities | 67,828 | 26,911 |
Level 1 | ||
Assets | ||
Digital assets held for users | 0 | |
Derivative instruments | 0 | 0 |
Equity securities | 19,150 | 27,200 |
Assets | 220,710 | 577,369 |
Liabilities | ||
Private warrants | 0 | 0 |
Digital assets held for users | 0 | |
Liabilities | 0 | 0 |
Level 2 | ||
Assets | ||
Digital assets held for users | 47,951 | |
Derivative instruments | 0 | 0 |
Equity securities | 13,533 | 0 |
Assets | 61,484 | 0 |
Liabilities | ||
Private warrants | 19,877 | 26,911 |
Digital assets held for users | 47,951 | |
Liabilities | 67,828 | 26,911 |
Level 3 | ||
Assets | ||
Digital assets held for users | 0 | |
Derivative instruments | 46,833 | 3,850 |
Equity securities | 0 | 0 |
Assets | 46,833 | 3,850 |
Liabilities | ||
Private warrants | 0 | 0 |
Digital assets held for users | 0 | |
Liabilities | 0 | 0 |
Money Market Funds | ||
Assets | ||
Cash equivalents | 201,560 | 550,169 |
Money Market Funds | Level 1 | ||
Assets | ||
Cash equivalents | 201,560 | 550,169 |
Money Market Funds | Level 2 | ||
Assets | ||
Cash equivalents | 0 | 0 |
Money Market Funds | Level 3 | ||
Assets | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value Assumptions (Details) - Level 3 | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Underlying stock price | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 10.88 | |
Underlying stock price | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 7.66 | |
Underlying stock price | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 39.22 | |
Underlying stock price | Weighted Average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 34.26 | |
Volatility | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.600 | |
Volatility | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.650 | |
Volatility | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.750 | |
Volatility | Weighted Average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.728 | |
Risk-free rate | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.003 | |
Risk-free rate | Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.013 | |
Risk-free rate | Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.038 | |
Risk-free rate | Weighted Average | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Measurement input | 0.017 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Level 1 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gains (losses) | $ 0.5 | $ (8) | ||
Level 3 | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Unrealized gains (losses) | $ 0.2 | $ 0 | $ 40.5 | $ 0 |
Revenue Recognition - Deferred
Revenue Recognition - Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | ||||
Deferred revenue, beginning of the period | $ 84,674 | $ 51,791 | $ 91,554 | $ 30,267 |
Deferred revenue, end of the period | 165,185 | 84,951 | 165,185 | 84,951 |
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period | $ 34,621 | $ 23,946 | $ 70,042 | $ 27,569 |
Revenue Recognition - Revenue D
Revenue Recognition - Revenue Disaggregation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 501,938 | $ 212,819 | $ 1,385,328 | $ 822,700 |
Online gaming | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 468,455 | 176,257 | 1,289,257 | 707,146 |
Gaming software | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 9,093 | 23,725 | 34,057 | 82,587 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 24,390 | $ 12,837 | $ 62,014 | $ 32,967 |
Revenue Recognition - Revenue b
Revenue Recognition - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 501,938 | $ 212,819 | $ 1,385,328 | $ 822,700 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 495,563 | 188,166 | 1,354,234 | 737,814 |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 6,375 | $ 24,653 | $ 31,094 | $ 84,886 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) segment | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Total unrecognized stock-based compensation expense | $ | $ 471.9 |
Total unrecognized stock-based compensation expense expected to be recognized over a weighted-average period | 2 years |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of types of stock-based compensation | segment | 3 |
Vesting period | 4 years |
PSP | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance objectives in years | 1 year |
PSP | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance objectives in years | 2 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock option activity (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 53,746 |
Number of shares granted (in shares) | 11,767 |
Number of shares exercised (in shares) | (12,945) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 1,806 |
Number of shares forfeited (in shares) | (1,657) |
Number of shares outstanding, end of period (in shares) | 52,717 |
Stock options | |
Weighted-Average Exercise Price | |
Weighted average exercise price outstanding, beginning of period (in dollars per share) | $ / shares | $ 5.46 |
Weighted average exercise price granted (in dollars per share) | $ / shares | 31.40 |
Weighted average exercise price exercised (in dollars per share) | $ / shares | 2.85 |
Weighted average exercise price change in awards due to performance-based multiplier (in dollars per share) | $ / shares | 0 |
Weighted average exercise price forfeited (in dollars per share) | $ / shares | 4.71 |
Weighted average exercise price outstanding, end of period (in dollars per share) | $ / shares | $ 5.84 |
Time Based Options | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 14,695 |
Number of shares granted (in shares) | 200 |
Number of shares exercised (in shares) | (1,661) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 0 |
Number of shares forfeited (in shares) | (154) |
Number of shares outstanding, end of period (in shares) | 13,080 |
Time Based RSUs | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 4,195 |
Number of shares granted (in shares) | 10,485 |
Number of shares exercised (in shares) | (2,139) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 0 |
Number of shares forfeited (in shares) | (971) |
Number of shares outstanding, end of period (in shares) | 11,570 |
PSP Options | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 2,354 |
Number of shares granted (in shares) | 0 |
Number of shares exercised (in shares) | (54) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 0 |
Number of shares forfeited (in shares) | (5) |
Number of shares outstanding, end of period (in shares) | 2,295 |
PSP RSUs | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 1,488 |
Number of shares granted (in shares) | 2 |
Number of shares exercised (in shares) | (2,671) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 1,806 |
Number of shares forfeited (in shares) | (26) |
Number of shares outstanding, end of period (in shares) | 599 |
LTIP Options | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 11,671 |
Number of shares granted (in shares) | 0 |
Number of shares exercised (in shares) | (169) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 0 |
Number of shares forfeited (in shares) | 0 |
Number of shares outstanding, end of period (in shares) | 11,502 |
LTIP RSUs | |
Options Activity | |
Number of shares outstanding, beginning of period (in shares) | 19,343 |
Number of shares granted (in shares) | 1,080 |
Number of shares exercised (in shares) | (6,251) |
Number of shares changed in awards due to performance-based multiplier (in shares) | 0 |
Number of shares forfeited (in shares) | (501) |
Number of shares outstanding, end of period (in shares) | 13,671 |
RSUs | |
Weighted-Average Exercise Price | |
Weighted average exercise price outstanding, beginning of period (in dollars per share) | $ / shares | $ 49.94 |
Weighted average exercise price granted (in dollars per share) | $ / shares | 20.68 |
Weighted average exercise price exercised (in dollars per share) | $ / shares | 44.03 |
Weighted average exercise price change in awards due to performance-based multiplier (in dollars per share) | $ / shares | 33.69 |
Weighted average exercise price forfeited (in dollars per share) | $ / shares | 35.06 |
Weighted average exercise price outstanding, end of period (in dollars per share) | $ / shares | $ 39.10 |
Stock-Based Compensation - St_2
Stock-Based Compensation - Stock compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense, Options | $ 3,577 | $ 3,787 | $ 11,271 | $ 10,254 | |
Stock compensation expense, RSU | 122,461 | 171,877 | 437,365 | 488,992 | |
Stock compensation expense | 126,038 | 175,664 | 448,636 | 499,246 | |
Time Based | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense, Options | 3,577 | 3,787 | 11,271 | 10,254 | |
Stock compensation expense, RSU | 25,924 | 15,512 | 74,693 | 45,003 | |
Stock compensation expense | 29,501 | 19,299 | 85,964 | 55,257 | |
PSP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense, Options | 0 | 0 | 0 | 0 | |
Stock compensation expense, RSU | 11,368 | 18,537 | 68,499 | 53,941 | |
Stock compensation expense | 11,368 | 18,537 | 68,499 | 53,941 | |
Cumulative catch up expense | $ 20,700 | ||||
LTIP | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock compensation expense, Options | 0 | 0 | 0 | 0 | |
Stock compensation expense, RSU | 85,169 | 137,828 | 294,173 | 390,048 | |
Stock compensation expense | $ 85,169 | $ 137,828 | $ 294,173 | $ 390,048 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the federal income tax rate (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Jun. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Reconciliation of the federal income tax rate to the Company's effective tax rate | ||||||
Income tax provision (benefit) | $ 3,177 | $ 3,845 | $ (77,580) | $ 1,654 | ||
Effective tax rate | (0.70%) | (0.70%) | 6.40% | (0.10%) | ||
Discrete income tax benefit | $ 76,800 | $ 6,800 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2021 USD ($) | Jun. 30, 2021 USD ($) | Mar. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | |
Segment Reporting Information [Line Items] | ||||||||
Number of operating segments | segment | 2 | |||||||
Number of reportable segments | segment | 2 | |||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||||
Total revenue | $ 501,938 | $ 212,819 | $ 1,385,328 | $ 822,700 | ||||
Total adjusted EBITDA | (264,211) | (313,603) | (671,854) | (548,167) | ||||
Depreciation and amortization | 46,089 | 30,356 | 120,629 | 88,600 | ||||
Interest (income) expense, net | (6,301) | 1,556 | (8,378) | (1,071) | ||||
Income tax provision (benefit) | 3,177 | 3,845 | (77,580) | 1,654 | ||||
Stock-based compensation | 126,038 | 175,664 | 448,636 | 499,246 | ||||
Transaction-related costs | 751 | 4,348 | 15,030 | 15,261 | ||||
Litigation, settlement and related costs | 1,390 | 4,712 | 5,786 | 8,933 | ||||
Advocacy and other related legal expenses | 16,558 | 16,667 | 16,558 | 27,702 | ||||
(Gain) loss on remeasurement of warrant liabilities | 6,797 | (7,091) | (20,199) | 2,905 | ||||
Other non-recurring and non-operating costs (income) | (8,216) | 1,368 | (37,046) | 5,501 | ||||
Net loss attributable to common shareholders | (450,494) | $ (217,103) | $ (467,693) | (545,028) | $ (305,526) | $ (346,344) | (1,135,290) | (1,196,898) |
B2C | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||||
Total revenue | 492,846 | 189,094 | 1,351,271 | 740,113 | ||||
Total adjusted EBITDA | (247,522) | (307,700) | (615,597) | (541,313) | ||||
B2B | ||||||||
Segment Reporting Information, Profit (Loss) [Abstract] | ||||||||
Total revenue | 9,092 | 23,725 | 34,057 | 82,587 | ||||
Total adjusted EBITDA | $ (16,689) | $ (5,903) | $ (56,257) | $ (6,854) |
Loss Per Share (Details)
Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||||||
Net loss | $ (450,494) | $ (217,103) | $ (467,693) | $ (545,028) | $ (305,526) | $ (346,344) | $ (1,135,290) | $ (1,196,898) |
Weighted-average common shares outstanding, Basic (in shares) | 448,331 | 403,844 | 432,278 | 400,994 | ||||
Weighted-average common shares outstanding, Diluted (in shares) | 448,331 | 403,844 | 432,278 | 400,994 | ||||
Loss per share attributable to common stockholders: | ||||||||
Basic (in dollars per share) | $ (1) | $ (1.35) | $ (2.63) | $ (2.98) | ||||
Diluted (in dollars per share) | $ (1) | $ (1.35) | $ (2.63) | $ (2.98) |
Loss Per Share - Diluted shares
Loss Per Share - Diluted shares outstanding (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 69,815 | 70,698 |
Class A common stock resulting from exercise of all warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 3,761 | 1,741 |
Stock options and RSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 52,717 | 55,620 |
Convertible notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total | 13,337 | 13,337 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Total administrative services expenses | $ 0 | $ 0 | $ 8.5 | $ 0 | ||
Revenue from related parties | 0.6 | $ 0.9 | 1.7 | $ 4 | ||
Shareholders and Directors | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables from shareholders and directors | 0 | 0 | $ 3.8 | |||
SB Tech | ||||||
Related Party Transaction [Line Items] | ||||||
Accounts receivable | 0.2 | 0.2 | 0.2 | |||
Entity controlled by CEO | ||||||
Related Party Transaction [Line Items] | ||||||
Aircraft lease cost incurred | 0.1 | 0.3 | ||||
Equity Method Investee | ||||||
Related Party Transaction [Line Items] | ||||||
Receivables | 0.3 | 0.3 | $ 0.6 | |||
Equity Method Investee | DBDK Venture Fund | ||||||
Related Party Transaction [Line Items] | ||||||
Investment commitment | 17.5 | 17.5 | ||||
Investment amount | 4.9 | |||||
Aircraft Lease | Chief Executive Officer | ||||||
Related Party Transaction [Line Items] | ||||||
Total administrative services expenses | $ 0 | $ 0.7 | ||||
Aircraft Lease | Entity controlled by CEO | ||||||
Related Party Transaction [Line Items] | ||||||
Term of aircraft lease | 1 year | |||||
Related party aircraft lease amount | $ 0.6 |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Narrative (Details) $ in Millions | Feb. 07, 2022 patent | Dec. 01, 2021 patent | Nov. 22, 2021 patent | Oct. 21, 2021 claim | Oct. 12, 2021 patent | Aug. 19, 2021 patent | Jul. 28, 2021 patent | Jul. 02, 2021 claim | Jun. 14, 2019 patent | Sep. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Property, Plant and Equipment [Line Items] | |||||||||||
Weighted-average remaining lease term, operating leases | 7 years 3 months 18 days | ||||||||||
Weighted-average discount rate, operating leases | 6.50% | ||||||||||
Securities Matters | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of cases | claim | 2 | ||||||||||
Shareholder Derivative Litigation | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of cases | claim | 5 | ||||||||||
Shareholder Derivative Litigation, US District Court of Nevada | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of cases | claim | 2 | ||||||||||
Arrow Gaming Matter | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 1 | 4 | |||||||||
Beteiro, LLC Matter | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 4 | ||||||||||
Diogenes Ltd. & Colossus (IOM) Ltd. Matter | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 1 | 7 | |||||||||
United States | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Long-lived assets | $ | $ 109.7 | $ 77.2 | |||||||||
International | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Long-lived assets | $ | $ 23.2 | 32.6 | |||||||||
Maximum | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Lease agreement term | 10 years | ||||||||||
Letter of Credit | Pacific Western Bank | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Letters of credit | $ | $ 4 | $ 4.2 | |||||||||
Daily Fantasy Sports | Interactive Games LLC | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 2 | ||||||||||
Daily Fantasy Sports | Winview Inc. | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 1 | ||||||||||
Sportsbook product | Interactive Games LLC | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 2 | ||||||||||
Sportsbook product | Winview Inc. | |||||||||||
Property, Plant and Equipment [Line Items] | |||||||||||
Number of patents | 2 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||||
Operating lease cost | $ 5,562 | $ 4,207 | $ 15,471 | $ 12,569 |
Short term lease cost | 1,550 | 1,051 | 4,628 | 1,918 |
Variable lease cost | 984 | 1,008 | 2,863 | 2,691 |
Sublease income | (255) | (340) | (715) | (544) |
Total lease cost | $ 7,841 | $ 5,926 | $ 22,247 | $ 16,634 |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows used by operating leases | $ 12,511 | $ 13,393 |
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 23,056 | $ 3,055 |
Leases, Commitments and Conti_6
Leases, Commitments and Contingencies - Maturity of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee, Operating Lease, Liability, Payment, Due [Abstract] | |
From October 1, 2022 to December 31, 2022 | $ 3,861 |
2023 | 10,721 |
2024 | 15,381 |
2025 | 13,442 |
2026 | 11,817 |
Thereafter | 52,416 |
Total undiscounted future cash flows | 107,638 |
Less: Imputed interest | (25,913) |
Operating lease liabilities | $ 81,725 |
Leases, Commitments and Conti_7
Leases, Commitments and Contingencies - Other Contractual Obligations and Contingencies (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
From October 1, 2022 to December 31, 2022 | $ 164,209 |
2023 | 435,256 |
2024 | 387,199 |
2025 | 302,259 |
2026 | 187,588 |
Thereafter | 355,050 |
Total | $ 1,831,561 |