CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Convertible preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
| Preferred stock, shares issued (in shares) | 0 | 0 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 |
| Class A Common Stock | ||
| Common stock, par value (in dollars per share) | $ 0.0001 | |
| Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
| Common stock, shares issued (in shares) | 328,000,000 | 292,000,000 |
| Common stock, shares outstanding (in shares) | 328,000,000 | 292,000,000 |
| Class B Common Stock | ||
| Common stock, par value (in dollars per share) | $ 0.0001 | |
| Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 |
| Common stock, shares issued (in shares) | 69,000,000 | 78,000,000 |
| Common stock, shares outstanding (in shares) | 69,000,000 | 78,000,000 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|||||||||
| Income Statement [Abstract] | ||||||||||||
| Revenue | [1] | $ 89,491 | $ 58,878 | $ 173,168 | $ 102,437 | |||||||
| Costs and expenses: | ||||||||||||
| Cost of revenue | [1] | 4,386 | 2,937 | 8,642 | 5,704 | |||||||
| Research and development | [1] | 10,140 | 4,518 | 17,422 | 8,884 | |||||||
| Sales and marketing | [1] | 99,523 | 52,369 | 195,846 | 99,194 | |||||||
| General and administrative | [1] | 25,432 | 11,642 | 52,716 | 16,475 | |||||||
| Total costs and expenses | [1] | 139,481 | 71,466 | 274,626 | 130,257 | |||||||
| Loss from operations | [1] | (49,990) | (12,588) | (101,458) | (27,820) | |||||||
| Interest expense, net | [1] | (25) | (957) | (49) | (1,273) | |||||||
| Change in fair value of common stock warrant liabilities | [1] | (29,595) | 0 | (31,703) | 0 | |||||||
| Other income (expense), net | [1] | 80 | (6,584) | 130 | (6,533) | |||||||
| Loss before income taxes | [1] | (79,530) | (20,129) | (133,080) | (35,626) | |||||||
| Provision for income taxes | [1] | 65 | 28 | 107 | 53 | |||||||
| Net loss | $ (79,595) | [1] | $ (20,157) | [2] | $ (133,187) | [1] | $ (35,679) | [1] | ||||
| Net loss per share attributable to common stockholders - basic (in dollars per share) | [1] | $ (0.21) | $ (0.07) | $ (0.36) | $ (0.13) | |||||||
| Weighted average common shares outstanding - basic (in shares) | [1] | 385,945,332 | 289,823,175 | 371,519,800 | 284,054,689 | |||||||
| Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.21) | $ (0.07) | $ (0.36) | $ (0.13) | ||||||||
| Weighted average common shares outstanding - diluted (in shares) | 385,945,332 | 289,823,175 | 371,519,800 | 284,054,689 | ||||||||
| ||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($) $ in Thousands |
Total |
Common stock |
Additional paid-in capital |
Accumulated deficit |
||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Shares, beginning balance (in shares) at Dec. 31, 2019 | [1] | 286,074,923 | ||||||||
| Beginning balance at Dec. 31, 2019 | [1] | $ 18,665 | $ 29 | $ 108,892 | $ (90,256) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Issuance of common stock upon exercise of stock options (in shares) | [1] | 829,348 | ||||||||
| Issuance of common stock upon exercise of stock options | [1] | 241 | 241 | |||||||
| Stock-based compensation | [1] | 357 | 357 | |||||||
| Net loss | [1] | (15,522) | (15,522) | |||||||
| Shares, ending balance (in shares) at Mar. 31, 2020 | [1] | 286,904,271 | ||||||||
| Ending balance at Mar. 31, 2020 | [1] | 3,741 | $ 29 | 109,490 | (105,778) | |||||
| Shares, beginning balance (in shares) at Dec. 31, 2019 | [1] | 286,074,923 | ||||||||
| Beginning balance at Dec. 31, 2019 | [1] | 18,665 | $ 29 | 108,892 | (90,256) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Net loss | [2] | (35,679) | ||||||||
| Shares, ending balance (in shares) at Jun. 30, 2020 | [1] | 315,455,731 | ||||||||
| Ending balance at Jun. 30, 2020 | [1] | 53,597 | $ 32 | 180,043 | (126,478) | |||||
| Shares, beginning balance (in shares) at Mar. 31, 2020 | [1] | 286,904,271 | ||||||||
| Beginning balance at Mar. 31, 2020 | [1] | 3,741 | $ 29 | 109,490 | (105,778) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Issuance of common stock upon exercise of stock options (in shares) | [1] | 1,029,833 | ||||||||
| Issuance of common stock upon exercise of stock options | [1] | 130 | 130 | |||||||
| Stock-based compensation | [1] | 5,546 | 5,546 | |||||||
| Net loss | [1] | (20,157) | (20,157) | |||||||
| Shares issued (in shares) | 15,091,869 | |||||||||
| Shares issued | 64,879 | $ 2 | 64,877 | |||||||
| Issuance of common stock upon exercise of stock options with promissory note (in shares) | [1] | 12,700,357 | ||||||||
| Issuance of common stock upon exercise of stock options with promissory note | 1 | $ 1 | ||||||||
| Repurchase of common stock (in shares) | (270,599) | |||||||||
| Repurchase of common stock | (543) | (543) | ||||||||
| Shares, ending balance (in shares) at Jun. 30, 2020 | [1] | 315,455,731 | ||||||||
| Ending balance at Jun. 30, 2020 | [1] | 53,597 | $ 32 | 180,043 | (126,478) | |||||
| Shares, beginning balance (in shares) at Dec. 31, 2020 | [1] | 369,797,524 | ||||||||
| Beginning balance at Dec. 31, 2020 | [1] | 56,787 | $ 37 | 295,065 | (238,315) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Issuance of common stock upon exercise of stock options (in shares) | [1] | 268,426 | ||||||||
| Issuance of common stock upon exercise of stock options | [1] | 12 | 12 | |||||||
| Stock-based compensation | [1] | 10,945 | 10,945 | |||||||
| Net loss | [1] | (53,592) | (53,592) | |||||||
| Shares issued (in shares) | [1] | 17,000,000 | ||||||||
| Shares issued | [1] | 402,240 | $ 2 | 402,238 | ||||||
| Issuance of common stock upon exercise of warrants and other, net (in shares) | [1] | 8,741,863 | ||||||||
| Issuance of common stock upon exercise of warrants and other, net | [1] | 172,519 | 172,519 | |||||||
| Shares, ending balance (in shares) at Mar. 31, 2021 | [1] | 395,807,813 | ||||||||
| Ending balance at Mar. 31, 2021 | [1] | 588,911 | $ 39 | 880,779 | (291,907) | |||||
| Shares, beginning balance (in shares) at Dec. 31, 2020 | [1] | 369,797,524 | ||||||||
| Beginning balance at Dec. 31, 2020 | [1] | $ 56,787 | $ 37 | 295,065 | (238,315) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Issuance of common stock upon exercise of stock options (in shares) | 503,480 | |||||||||
| Net loss | [2] | $ (133,187) | ||||||||
| Shares, ending balance (in shares) at Jun. 30, 2021 | [1] | 396,671,443 | ||||||||
| Ending balance at Jun. 30, 2021 | [1] | 534,812 | $ 39 | 906,275 | (371,502) | |||||
| Shares, beginning balance (in shares) at Mar. 31, 2021 | [1] | 395,807,813 | ||||||||
| Beginning balance at Mar. 31, 2021 | [1] | 588,911 | $ 39 | 880,779 | (291,907) | |||||
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
| Issuance of common stock upon exercise of stock options (in shares) | [1] | 235,054 | ||||||||
| Issuance of common stock upon exercise of stock options | [1] | 97 | 97 | |||||||
| Stock-based compensation | [1] | 15,774 | 15,774 | |||||||
| Net loss | (79,595) | [2] | (79,595) | [1] | ||||||
| Issuance of common stock upon exercise of warrants and other, net (in shares) | [1] | 628,576 | ||||||||
| Issuance of common stock upon exercise of warrants and other, net | [1] | 9,625 | 9,625 | |||||||
| Shares, ending balance (in shares) at Jun. 30, 2021 | [1] | 396,671,443 | ||||||||
| Ending balance at Jun. 30, 2021 | [1] | $ 534,812 | $ 39 | $ 906,275 | $ (371,502) | |||||
| ||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands |
6 Months Ended | |||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|||
| Operating Activities | ||||
| Net loss | [1] | $ (133,187) | $ (35,679) | |
| Adjustment to reconcile net loss to net cash used in operating activities: | ||||
| Depreciation and amortization | 1,102 | 635 | ||
| Stock-based compensation | 26,719 | 5,903 | ||
| Accretion of unamortized discount and amortization of issuance costs | 19 | 539 | ||
| Fair value adjustment of derivatives | 0 | 6,589 | ||
| Impairment charges | 0 | 3,395 | ||
| Change in fair value of common stock warrant liabilities | [1] | 31,703 | 0 | |
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses and other assets | (4,417) | (3,024) | ||
| Accounts payable | (2,701) | 3,737 | ||
| Accrued professional fees | (119) | 0 | ||
| Other liabilities | 15,891 | 8,589 | ||
| Net cash used in operating activities | (64,990) | (9,316) | ||
| Investing Activities | ||||
| Purchases of property and equipment, including internal-use software | (1,508) | (1,875) | ||
| Investment in non-marketable equity securities | (2,000) | 0 | ||
| Net cash used in investing activities | (3,508) | (1,875) | ||
| Financing Activities | ||||
| Payments for debt issuance costs | 0 | (201) | ||
| Payments under debt agreements | 0 | (10,000) | ||
| Proceeds from issuance of common stock in follow-on offering, net of underwriting commissions, and offering costs | 402,139 | 0 | ||
| Payments made towards offering costs | (13,221) | 0 | ||
| Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 0 | 64,877 | ||
| Proceeds from exercise of stock options and issuance of common stock | 109 | 371 | ||
| Proceeds from exercise of common stock warrants | 109,521 | 0 | ||
| Payments made to repurchase common stock | 0 | (543) | ||
| Net cash provided by financing activities | 498,548 | 54,504 | ||
| Net change in cash, cash equivalents and restricted cash | 430,050 | 43,313 | ||
| Cash, cash equivalents and restricted cash – beginning of year | 265,648 | 28,548 | ||
| Cash, cash equivalents and restricted cash – end of year | 695,698 | 71,861 | ||
| Cash paid during the period for: | ||||
| Interest | 30 | 785 | ||
| Noncash investing and financing activities: | ||||
| Deferred offering costs in accounts payable and accrued liabilities | 725 | 0 | ||
| Warrant exercise receivable | 1,185 | 0 | ||
| Warrant liability reclassified to additional paid-in capital | $ 71,640 | $ 0 | ||
| ||||
Description of the Business and Basis of Presentation |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Description of the Business and Basis of Presentation | Description of the Business and Basis of Presentation Business Skillz is a mobile eSports platform, driving the future of entertainment by accelerating the convergence of sports, video games and media. The Company’s principal activities are to develop and support a proprietary online-hosted technology platform that enables independent game developers to host tournaments and provide competitive gaming activity (“Competitions”) to end-users worldwide. The Company was originally incorporated in Delaware on March 2, 2020 as a special purpose acquisition company under the name Flying Eagle Acquisition Corp. (“FEAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving FEAC and one or more businesses. On December 16, 2020 (the “Closing”), the Company consummated the merger agreement (the “Merger Agreement”) dated September 1, 2020, by and among, FEAC, Merger Sub Inc., a Delaware corporation (“Merger Sub”), Skillz Inc., a Delaware corporation (“Old Skillz”) and Andrew Paradise (the “Founder”), solely in his capacity as the representative of the stockholders of Old Skillz. Pursuant to the terms of the Merger Agreement, a business combination between FEAC and Old Skillz was effected through the merger of Merger Sub with and into Old Skillz, with Old Skillz surviving as the surviving company and a wholly-owned subsidiary of FEAC (the “Merger” and collectively with the other transaction described in the Merger Agreement, the “Business Combination”). On the closing date of the Business Combination, FEAC changed its name to Skillz Inc. (the “Company” or “Skillz”) and Old Skillz changed its name to Skillz Platform Inc. The Company’s common stock is now listed on the NYSE under the symbol “SKLZ” and warrants to purchase the common stock at an exercise price of $11.50 per share are listed on the NYSE under the symbol “SKLZ.WS.” Skillz Platform Inc. was originally formed as Professional Gaming, LLC on March 28, 2012, changed its name to Lookout Gaming, LLC on May 18, 2012, and to Skillz LLC on January 31, 2013, before converting to a Delaware corporation with the name Skillz Inc. on April 29, 2013. Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Old Skillz was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old Skillz was determined to be the accounting acquirer based on the following predominant factors: •Old Skillz’s existing stockholders have the greatest voting interest in the Company; •The largest individual minority stockholder in the Company is an existing stockholder of Old Skillz; •Old Skillz’s directors represented the majority of the new board of directors of the Company; •Old Skillz’s senior management is the senior management of the Company; and •Old Skillz is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Skillz. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.7471 established in the Business Combination. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included 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 May 13, 2021. Comprehensive Loss Through June 30, 2021, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented.
|
Summary of Significant Accounting Policies |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and valuation of Public and Private Common Stock Warrants. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates. Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programming interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization Services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of June 30, 2021 and 2020. Games provided by two developer partners accounted for 42% and 40% of the Company’s revenue in the three months ended June 30, 2021 and 61% and 28% of the Company’s revenue in the three months ended June 30, 2020. Games provided by two developer partners accounted for 42% and 40% of the Company’s revenue in the six months ended June 30, 2021 and 66% and 21% of the Company’s revenue in the six months ended June 30, 2020. In the three and six months ended June 30, 2021 and 2020, the Company generated less than 10% of its revenue from users outside of North America. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. •Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a virtual currency earned for every Competition played based on the amount of the entry fee (“Ticketz”). Ticketz can be redeemed for prizes, including bonus cash prizes, a promotional incentive that cannot be withdrawn and can only be used by end-users to enter into paid entry fee contests (“Bonus Cash”). Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the three months ended June 30, 2021 and 2020, the Company recognized a reduction of revenue of $18.7 million and $13.6 million, respectively, related to these end-user incentives. For the six months ended June 30, 2021 and 2020, the Company recognized a reduction of revenue of $36.2 million and $23.6 million, respectively, related to these end-user incentives. •Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions. For the three months ended June 30, 2021 and 2020, the Company recognized sales and marketing expense of $42.0 million and $21.5 million, respectively, related to these end-user incentives. For the six months ended June 30, 2021 and 2020, the Company recognized sales and marketing expense of $75.3 million and $37.2 million, respectively, related to these end-user incentives. Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Restricted cash maintained under an agreement that legally restricts the use of such funds is not included within cash and cash equivalents and is reported within other long-term assets. Restricted cash is comprised of $2.9 million which is pledged in the form of a letter of credit for the Company’s new headquarters in San Francisco. A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheet to cash, cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows is as follows:
Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: •Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. •Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. •Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Investment in Non-Marketable Equity Securities The Company has elected to measure its investments in non-marketable equity securities at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities. If an impairment exists, a loss is recognized in the consolidated statements of operations for the amount by which the carrying value exceeds the fair value of the investment. Gains and losses resulting from the remeasurement of non-marketable equity securities, including impairment, are recorded through other income (expense), net in the consolidated statement of operations. The Company includes investments in non-marketable equity securities within other long-term assets on the consolidated balance sheets. Advertising and Promotional Expense Advertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred, not including marketing promotions related to the Company’s end-user incentive programs. Advertising expenses were $47.1 million and $25.6 million during the three months ended June 30, 2021 and 2020, respectively, and $101.6 million and $52.6 million during the six months ended June 30, 2021 and 2020, respectively. Redeemable Convertible Preferred Stock Prior to the Business Combination, preferred stock that was redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company was classified outside of permanent equity. Convertible preferred stock that was probable of becoming redeemable in the future was recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. All redeemable convertible preferred stock previously classified outside of permanent equity was retroactively adjusted, converted into common stock, and reclassified to permanent equity as a result of the Business Combination. Additionally, changes to the redemption values of the redeemable convertible preferred stock were eliminated as a result of the retroactive adjustment. The Company recorded changes to the redemption value of its redeemable convertible preferred stock of $409.5 million in the year-to-date period ended June 30, 2020. The changes to the redemption values of the redeemable convertible preferred stock were previously accounted for as adjustments to net loss available to common stockholders for each of the respective periods ended. For further details regarding the accounting for the Business Combination, see Note 3. Public and Private Common Stock Warrant Liabilities As part of FEAC’s initial public offering, FEAC issued to third party investors 69.0 million units, consisting of one share of Class A common stock of FEAC and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of FEAC’s initial public offering, FEAC completed the private sale of 10,033,333 warrants to FEAC’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). In connection with the Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 Private Warrants. Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 7,623,436 Public Warrants and 5,016,666 Private Warrants remained outstanding as of June 30, 2021. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. Because the Public Warrants were publicly traded and thus had an observable market price in an active market, they were valued based on their trading price as of each reporting date. The Private Warrants were valued using the Black-Scholes-Merton Option (“BSM”) pricing model that is based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding derivative financial instruments that are classified as assets or liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding derivative financial instruments are classified within as Other long-term assets and Other current liabilities in the Company’s Consolidated Balance Sheets. Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The compensation expense related to awards with performance conditions is recognized over the requisite service period when the performance conditions are probable of being achieved. The compensation expense related to awards with market conditions is recognized on an accelerated attribution basis over the requisite service period and is not reversed if the market condition is not satisfied. See Note 9 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options. The fair value of stock options that vest solely based on a service condition is determined by the BSM pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: •Fair value of common stock —Subsequent to the Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the Business Combination, the absence of an active market for the Company’s common stock required the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock prior to the Business Combination, including: •The results of contemporaneous unrelated third-party valuations of the Company’s common stock •The prices of the recent redeemable convertible preferred stock sales by the Company to investors •The rights, preferences, and privileges of preferred stock relative to those of common stock •Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions •The Company’s performance and market position relative to competitors, which may change from time to time •The Company’s historical financial results and estimated trends and prospects for the Company’s future performance •The economic and competitive environment •The financial condition, results of operations, and capital resources •The industry outlook •The valuation of comparable companies •The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions •Any adjustments necessary to recognize a lack of marketability for the Company’s common stock •Precedent sales of or offers to purchase the Company’s capital stock •Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. •Expected volatility — Given the limited market trading history prior to the Business Combination and no public market for the Company’s shares prior to the Business Combination, the expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group. •Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. •Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. Given the limited market trading history subsequent to the Business Combination and no public market for the Company’s shares prior to the Business Combination, the Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value. Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. Effective as of December 31, 2021, the Company is expected to become a large accelerated filer and is expected to cease to be an EGC. As a result, the Company will no longer be able to use the extended transition period for complying with new or revised accounting standards. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815. ASU 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendments should be applied prospectively. Under a prospective transition, an entity should apply the amendments at the beginning of the interim period that includes the adoption date. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company will be required to adopt this standard in its annual period ending December 31, 2021 and is currently evaluating the impact of adopting this standard on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 (Topic 326), Financial Instruments — Credit Losses. ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU defers the effective date of ASU 2016-13 for non-public companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements for future periods and has not elected early adoption. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases, and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016-02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For non-public entities, ASU No. 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the initial stage of its assessment of the new standard and is currently evaluating the quantitative impact of adoption, and the related disclosure requirements. The Company expects that the adoption will result in the recognition of right-of-use assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet. The Company does not expect the adoption of Topic 842 to have a material impact to the statements of operations or to have any impact on its cash flows from operating, investing, or financing activities.
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Business Combination |
6 Months Ended |
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Jun. 30, 2021 | |
| Reverse Recapitalization [Abstract] | |
| Business Combination | Business Combination As discussed in Note 1, on December 16, 2020, the Company consummated the Merger Agreement dated September 1, 2020, with Old Skillz surviving the merger as a wholly owned subsidiary of the Company. Shares of Old Skillz common stock issued and outstanding were canceled and converted into the right to receive 0.7471 shares (the "Exchange Ratio") of common stock. Unless otherwise stated, the Exchange Ratio was applied to the number of shares and share prices of Old Skillz throughout these consolidated financial statements. At the effective time of the Business Combination (the “Effective Time”), and subject to the terms and conditions of the Merger Agreement, holders of 359,518,849 shares of Old Skillz (“Stock Election Shares”) received merger consideration in the form of 191,932,860 shares of the Company’s Class A common stock and 76,663,551 shares of the Company’s Class B common stock, and holders of 75,786,931 shares of Old Skillz (“Cash Election Shares”) received cash consideration of $566,204,152. Pursuant to the Merger Agreement, Eagle Equity Partners II, LLC (the “Sponsor”) delivered 10,000,000 of its shares of FEAC Class B common stock into escrow that were subject to forfeiture if certain earnout conditions described more fully in the Merger Agreement were not satisfied. The earnout conditions have been fully satisfied and, in March 2021, the Earnout Shares (as defined below) were released from escrow in accordance with the terms of the Merger Agreement. When the earnout conditions were fully satisfied, 5,000,000 of such shares were released to the Sponsor in the form of shares of the Company’s Class A common stock (the “Sponsor Earnout Shares”), and the other 5,000,000 shares were released to the Old Skillz stockholders (the “Skillz Earnout Shares”, and collectively with the Sponsor Earnout Shares, the “Earnout Shares”), who received shares of the Company’s common stock as a result of the Business Combination in the form of shares of Class A common stock of the Company (other than the Founder and a trust for the benefit of his family members, who received shares of Class B common stock of the Company). The Earnout Shares are accounted for as equity classified equity instruments, were included as merger consideration as part of the Reverse Recapitalization, and recorded in additional paid-in capital. In connection with the Business Combination, certain institutional investors (the “Investors”) purchased from the Company an aggregate of 15,853,052 shares of Class A common stock (the “Private Placement”), for a purchase price of $10.00 per share and an aggregate purchase price of $158.5 million (the “Private Placement Shares”), pursuant to separate subscription agreements (each, a “Subscription Agreement”) entered into effective as of September 1, 2020. The Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC were stated at historical cost, with no goodwill or other intangible assets recorded. Upon the closing of the Business Combination, the Company's certificate of incorporation was amended and restated to, among other things, increase the total number of authorized shares of all classes of capital stock to 635,000,000 shares, $0.0001 par value per share, of which, 500,000,000 shares are designated as Class A common stock, 125,000,000 shares are designated as Class B common stock, and 10,000,000 shares are designated as preferred stock.
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Balance Sheet Components |
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| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance Sheet Components | Balance Sheet Components Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following as of June 30, 2021 and December 31, 2020:
Property and Equipment, Net Property and equipment consisted of the following as of June 30, 2021 and December 31, 2020:
Depreciation and amortization expense related to property and equipment was $0.5 million and $0.3 million during the three months ended June 30, 2021 and 2020, respectively, and $1.1 million and $0.6 million during the six months ended June 30, 2021 and 2020, respectively. Other Current Liabilities Other current liabilities consisted of the following as of June 30, 2021 and December 31, 2020:
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Fair Value Measurements |
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| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Measurements | Fair Value Measurements As of June 30, 2021 and December 31, 2020, the recorded values of cash and cash equivalents, restricted cash and accounts payable approximate their respective fair values due to the short-term nature of the instruments. Cash and cash equivalents held by the Company as of June 30, 2021 and December 31, 2020 were $692.8 million and $262.7 million, respectively, and were comprised of cash on hand and money market funds classified within Level 1 of the fair value hierarchy. Public and Private Common Stock Warrants
The Public Warrants was classified within Level 1 as they are publicly traded and had an observable market price in an active market. The Private Warrants were classified within Level 3 as they were valued based on a BSM pricing model, which involved the use of certain unobservable inputs, such as expected volatility estimated based on the average historical stock price volatility of comparable companies. As of December 31, 2020, the fair value of the Private Warrants liability was $53.7 million. During the three and six months ended June 30, 2021, the fair value of the Private Warrants liability increased by $10.8 million and $7.0 million, respectively. As of June 30, 2021, the fair value of the Private Warrants liability was $60.7 million.
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Commitment and Contingencies |
6 Months Ended |
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Jun. 30, 2021 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | Commitments and Contingencies Legal Matters The Company is a party to certain claims, suits, and proceedings which arise in the ordinary course of business. The Company records a liability when it believes that it is probable that a loss will be incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be reasonably estimated, the Company discloses the possible loss or range of loss. In the Company’s opinion, resolution of pending matters is not expected to have a material adverse impact on the results of operations, cash flows, or the Company’s financial position, as of June 30, 2021. Given the unpredictable nature of legal proceedings, there is a reasonable possibility that an unfavorable resolution of one or more such proceedings could in the future materially affect the results of operations, cash flows, or financial position in a particular period. However, based on the information known by the Company, any such amount is either immaterial or it is not possible to provide an estimated range of any such possible loss.
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Common Stock Warrants |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
| Common Stock Warrants | Common Stock Warrants As of June 30, 2021, the Company had 7,623,436 Public Warrants and 5,016,666 Private Warrants outstanding. During the six months ended June 30, 2021, 9,626,559 Public Warrants were exercised for total proceeds of $110.7 million, of which $1.2 million had not been collected and are recorded as a warrant exercise receivable in the consolidated balance sheet. As part of FEAC’s initial public offering, 17,250,000 Public Warrants were sold. The Public Warrants entitle the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustments. The Public Warrants may be exercised only for a whole number of shares of Class A common stock. No fractional shares will be issued upon exercise of the warrants. The Public Warrants will expire at 5:00 p.m. New York City time on December 16, 2025, or earlier upon redemption or liquidation. The Public Warrants are listed on the NYSE under the symbol “SKLZ.WS.” The Company may call the Public Warrants for redemption starting anytime, in whole and not in part, at a price of $0.01 per warrant, so long as the Company provides not less than 30 days’ prior written notice of redemption to each warrant holder, and if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date the Company sends the notice of redemption to the warrant holders provided there is an effective registration statement covering the shares of Class A common stock issuable upon exercise of the warrants. On July 16, 2021, the Company announced it will redeem all Public Warrants that remain outstanding on August 16, 2021. Simultaneously with FEAC’s initial public offering, FEAC consummated a private placement of 10,033,333 Private Placement Warrants with FEAC’s sponsor. In connection with the Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 private placement warrants. Each Private Placement Warrant is exercisable for one share of Class A common stock at a price of $11.50 per share, subject to adjustment. The Private Warrants are identical to the Public Warrants, except that the Private Warrants and the shares of Class A common stock issuable upon exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Warrants are held by someone other than their initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
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Stockholders' Equity |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Equity [Abstract] | |
| Stockholders' Equity | Stockholders’ Equity Common Stock The Company’s amended and restated certificate of incorporation authorizes the issuance of Class A common stock and Class B common stock. The rights of the holders of Class A common stock and Class B common stock are identical, expect with respect to voting and conversion. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to 20 votes per share. Shares of Class B common stock are convertible into an equivalent number of shares of Class A common stock and generally convert into shares of Class A common stock upon transfer. Any dividends paid to the holders of Class A common stock and Class B common stock will be paid on a pro rata basis. On a liquidation event, any distribution to common stockholders is made on a pro rata basis to the holders of the Class A common stock and Class B common stock. As of June 30, 2021, the Company has authorized a total of 635 million shares, consisting of 500 million shares of Class A common stock, par value $0.0001 per share (“Class A common stock”), 125 million shares of Class B common stock, par value $0.0001 per share (“Class B common stock”), and 10 million shares of preferred stock, par value $0.0001 per share (“preferred stock”). In March 2021, the Company completed an underwritten public offering of its Class A common stock and issued 17,000,000 shares of Class A common stock, for an aggregate purchase price of $408.0 million, before issuance costs of $5.9 million. In connection with the public offering, certain stockholders of the Company sold an aggregate of 19,800,000 shares, including the full exercise of the underwriters’ option to purchase an additional 4,800,000 additional shares. The purchase price per share, net of the underwriter discount, was $23.34. The Company incurred transaction costs of $6.8 million in connection with this sale of shares by certain stockholders, which was recorded as expense during the quarter.
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Stock Based Compensation |
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| Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock Based Compensation | Stock-Based Compensation The following table summarizes stock-based compensation expense recognized for the three and six months ended June 30, 2021 and 2020 as follows:
Equity Incentive Plans Skillz Inc. 2020 Omnibus Incentive Plan In December 2020, the Board of Directors of the Company adopted the Skillz Inc. 2020 Omnibus Incentive Plan (the “2020 Plan”). The 2020 Plan became effective upon consummation of the Business Combination and succeeds the Company’s legacy equity incentive plans. Under the 2020 Plan, the Company may grant stock-based awards to purchase or directly issue shares of common stock to employees, directors and consultants. Options are granted at a price per share equal to the fair market value of the underlying common stock at the date of grant. Options granted are exercisable over a maximum term of 10 years from the date of grant. Restricted stock units (“RSUs”) are also granted under the 2020 Plan. These awards typically have a cliff vesting period of one year and continue to vest quarterly thereafter. The 2020 Plan also permits the Company to grant stock-based awards with performance or market conditions. In connection with the closing of the Business Combination, the Company entered into certain option agreements that include vesting conditions contingent upon the attainment of volume weighted average price targets related to the Company’s Class A common stock on the NYSE. The 2020 Plan permits the Company to deliver up to 47,841,859 shares of common stock pursuant to awards issued under the 2020 Plan, consisting of 15,000,000 shares which may be of Class A and/or Class B common stock, 24,669,278 shares of Class A common stock and 8,172,581 shares of Class B common stock. The total number of shares of Class A common stock and Class B common stock that will be reserved and that may be issued under the 2020 Plan will automatically increase on the first trading day of each calendar year, beginning with calendar year 2021, by a number of shares equal to five percent 5% of the total number of shares of Class A common stock and Class B common stock, respectively, outstanding on the last day of the prior calendar year. Stock Options and Restricted Stock Units Stock option and RSU activity during the six months ended June 30, 2021 is as follows (in thousands, except for share, per share, and contractual term data):
The number of unvested stock options as of June 30, 2021 and December 31, 2020 does not include 10.0 million and 13.3 million shares of restricted common stock, respectively, previously issued upon the early exercise of grants by certain executives. The number of RSUs granted does not include 0.1 million performance based RSUs which the Company issued in June 2021, as the performance-based RSUs are not deemed granted for accounting purposes. As of June 30, 2021, unrecognized stock-based compensation expense related to unvested stock options, restricted common stock, and RSUs was $176.4 million. The weighted-average period over which such compensation expense will be recognized is 3.63 years. On May 4, 2021, the Company entered into a transition and release agreement providing for Mr. Henry’s retirement from his position as Chief Financial Officer (“CFO”) of the Company, effective June 20, 2021. As part of the transition and release agreement, certain stock options of the CFO were modified to vest through August 10, 2021, the separation date, based on Mr. Henry’s continuous service to the Company in an executive advisor role from June 21, 2021 through the separation date. This modification will result in $6.4 million of incremental stock-based compensation expense recorded in the condensed consolidated statement of operations through the third quarter of 2021. The Company recognized approximately $3.7 million of this expense for the three months ended June 30, 2021. The aggregate intrinsic value of options exercised was $4.0 million and $27.2 million during the three months ended June 30, 2021 and 2020, respectively, and $11.8 million and $27.5 million during the six months ended June 30, 2021 and 2020, respectively. The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the three and six months ended June 30, 2021 and 2020 were as follows:
(1)For the three and six months ended June 30, 2021, the above assumptions were used to estimate the fair value of certain stock options previously granted to the CFO, that were modified as part of the transition and release agreement. Employee Stock Purchase Plan In June 2021, the Company commenced its first offering period under the Skillz, Inc. Employee Stock Purchase Plan (the employee Stock Purchase Plan), which assists employees in acquiring a stock ownership interest in the Company and encourages them to remain in the employment of the Company. The Employee Stock Purchase Plan is intended to qualify under Section 423 of the Internal Revenue Code. The employee Stock Purchase Plan permits eligible employees to purchase common stock at a discount through payroll deductions during specified offering periods. No employee may purchase more than $25,000 worth of stock in any calendar year. The price of shares purchased under the Employee Stock Purchase Plan is equal to 85% of the fair market value of the common stock on the first or last day of the offering period, whichever is lower. The total Employee Stock Purchase plan expense for the three months ended June 30, 2021 was not material.
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Income Taxes |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Income Tax Disclosure [Abstract] | |
| Income Taxes | Income TaxesThe Company’s income tax provision was $65 thousand and $28 thousand for the three months ended, June 30, 2021 and 2020, respectively. This represents an effective tax rate for the respective periods of (0.08)% and (0.14)%. The Company’s income tax provision was $107 thousand and $53 thousand for the six months ended June 30, 2021 and 2020, respectively. This represents an effective tax rate for the respective periods of (0.08)% and (0.15)%. The Company has historically been in an overall loss position and is only subject to state taxes. The Company maintains a full valuation allowance for all of its deferred tax assets. The effective tax rate differs from the federal statutory rate due to the change in need for valuation allowance and state taxes. |
Related Party Transactions |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | Related-Party TransactionsThe Company did not have any significant related party transactions in the three and six months ended June 30, 2021 and 2020 other than stock option grants made to certain executives and the secondary sale as part of the follow-on offering. |
Net Loss Per Share |
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| Net Loss Per Share | Net Loss Per ShareNet loss per share calculations for all periods prior to the Business Combination have been retrospectively adjusted for the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Subsequent to the Business Combination, net loss per share was calculated based on the weighted average number of common stock then outstanding. The Company computes net loss per share of the Class A common stock and Class B common stock using the two-class method required for participating securities. Basic and diluted loss per share was the same for each period presented, as the inclusion of all potential Class A Common Stock and Class B Common Stock outstanding would have been antidilutive. Basic and diluted loss per share are the same for each class of common stock because they are entitled to the same liquidation and dividend rights. The effect of potentially dilutive common shares is reflected in diluted earnings per share by application of the treasury stock method. The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (in thousands, except for share and per share data):
The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands):
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Investments in Non-Marketable Equity Securities |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Investments, Debt and Equity Securities [Abstract] | |
| Investments in Non-Marketable Equity Securities | Investments in Non-Marketable Equity SecuritiesThe Company’s non-marketable equity securities are investments in privately held companies without readily determinable fair values. The carrying value of the Company’s investments without readily determinable fair values was $2.9 million as of June 30, 2021 and is classified within “Other long-term assets” in our consolidated balance sheets. The Company did not have any investments without readily determinable fair value as of December 31, 2020. The Company did not record any adjustments to the carrying value of its non-marketable equity securities accounted for under the measurement alternative, and did not recognize any gains or losses related to the sale of non-marketable equity securities in the three and six months ended June 30, 2021. |
Subsequent Events |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | Subsequent Events The Aarki Acquisition On June 1, 2021, the Company and Aarki, Inc. (“Aarki”) entered into an Agreement and Plan of Merger under which it would acquire Aarki and Aarki would become a wholly-owned subsidiary of the Company. On July 16, 2021, the Company completed the Aarki acquisition under the terms of the Agreement and Plan of Merger. The Company transferred $157.0 million in consideration comprised of approximately $90.0 million in cash and $67.0 million of Skillz Class A common stock to the existing Aarki shareholders and share-based award holders. The addition of Aarki’s technology-driven marketing platform will broaden the Company’s footprint across the rapidly expanding mobile gaming industry. As the closing of the Aarki acquisition occurred subsequent to June 30, 2021, the Company’s financial results as of and for the three and six months ended June 30, 2021 do not contain the results of Aarki. The purchase price, including replacement share awards, is comprised of the net assets acquired, including intangible assets such as developed technology, customer relationships, a trademark, other intangibles, and goodwill. A portion of the goodwill associated with the purchase is expected to be deductible for U.S. income tax purposes. The merger will be accounted for as a business combination pursuant to ASC 805, Business Combinations, whereby the Company is the accounting acquirer of Aarki. Due to the timing of the close of the Aarki acquisition, the Company has not completed its assessment of the accounting and valuation considerations related to the transaction. Additionally, supplemental pro forma information has not been provided for Aarki due to the timing of the closing of the merger. Non-Marketable Equity Investment On July 14, 2021, the Company invested $50.0 million in cash in a privately-held software company. The investment will not require consolidation into the Company’s financial statements because the privately held company is not a variable interest entity and the Company does not hold a majority voting interest as a result of the investment. The Company’s non-controlling interest will be accounted for under ASC 321, Investments - Equity Securities. Redemption of Public Common Stock Warrants On July 16, 2021, the Company announced the redemption of all public common stock warrants, held by Eagle Equity Partners II, LLC, a Delaware limited liability company (or its permitted transferees), to purchase shares of the Company's Class A common stock that were issued under the Warrant Agreement, dated as of March 5, 2020 (the “Warrant Agreement”), by and among Flying Eagle Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent and transfer agent, that remain outstanding on August 16, 2021.
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Summary of Significant Accounting Policies (Policies) |
6 Months Ended |
|---|---|
Jun. 30, 2021 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The Company’s condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) as determined by the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and pursuant to the regulations of the U.S. Securities and Exchange Commission (“SEC”). Pursuant to the Merger Agreement, the merger between Merger Sub and Old Skillz was accounted for as a reverse recapitalization in accordance with U.S. GAAP (the “Reverse Recapitalization”). Under this method of accounting, FEAC was treated as the “acquired” company and Old Skillz is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the Reverse Recapitalization was treated as the equivalent of Old Skillz issuing stock for the net assets of FEAC, accompanied by a recapitalization. The net assets of FEAC are stated at historical cost, with no goodwill or other intangible assets recorded. Old Skillz was determined to be the accounting acquirer based on the following predominant factors: •Old Skillz’s existing stockholders have the greatest voting interest in the Company; •The largest individual minority stockholder in the Company is an existing stockholder of Old Skillz; •Old Skillz’s directors represented the majority of the new board of directors of the Company; •Old Skillz’s senior management is the senior management of the Company; and •Old Skillz is the larger entity based on historical revenue and has the larger employee base. The consolidated assets, liabilities and results of operations prior to the Reverse Recapitalization are those of Old Skillz. The shares and corresponding capital amounts and losses per share, prior to the Reverse Recapitalization, have been retroactively restated based on shares reflecting the exchange ratio of 0.7471 established in the Business Combination. Unaudited Interim Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and in accordance with the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited condensed consolidated financial statements reflect all normal and recurring adjustments that are, in the opinion of the Company’s management, necessary for the fair presentation of the results of operations for the interim periods. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included 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 May 13, 2021.
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| Comprehensive Loss | Comprehensive Loss Through June 30, 2021, there are no components of comprehensive loss which are not included in net loss; therefore, a separate statement of comprehensive loss has not been presented.
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| Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the condensed consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. Estimates are used in several areas including, but not limited to, stock-based compensation and valuation of Public and Private Common Stock Warrants. The Company bases these estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results could differ materially from these estimates.
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| Revenue Recognition | Revenue Recognition The Company generates substantially all its revenues by providing a service to the game developers aimed at improving the monetization of their game content. The monetization service provided by Skillz allows developers to offer multi-player competition to their end-users which increases end-user retention and engagement. Skillz provides developers with a software development kit (“SDK”) that they can download and integrate with their existing games. The SDK serves as a data interface between Skillz and the game developers that enables Skillz to provide monetization services to the developer. The Company recognizes revenue for its services in accordance with the FASB Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenues from Contracts with Customers The Company applies the five-step model to achieve the core principle of ASC 606. The Company determined that its customer in the provision of its technology platform and services is the game developer. The Company’s ordinary activities consist of providing game developers services through access to its technology platform using the Skillz SDK. The SDK acts as an application programming interface enabling communication of data between Skillz and the game developers, which when integrated with the developer’s game content, facilitates end-user registration into Competitions, managing and hosting end-user Competition accounts, matching players of similar skill levels, collecting end-user entry fees, distributing end-user prizes, resolving end-user disputes pertaining to their participation in Competitions, and running third-party marketing campaigns (“Monetization Services”). The Company provides Monetization Services to game developers enabling them to offer competitive games to their end-users. These activities are not distinct from each other as the Company provides an integrated service enabling the game developers to provide the competitive game service to the end-users, and as a result, they do not represent separate performance obligations. The Company is entitled to a revenue share based on total entry fees for paid Competitions, regardless of how they are paid, net of end-user prizes (i.e., winnings from the Competitions) and other costs to provide the Monetization Services. The game developers’ revenue share, however, is calculated solely based upon entry fees paid by net cash deposits received from end-users. End-user incentives are not paid for by game developers. In addition, the Company reduces revenue for end-user incentives which are treated as a reduction of revenue. The Company collects the entry fees and related charges from end-users on behalf of game developers using the end-user’s pre-authorized credit card or PayPal account and withholds its fees before making the remaining disbursement to the game developer; thus, the game developer’s ability and intent to pay is not subject to significant judgment. Revenue is recognized at the time the performance obligation is satisfied by transferring control of the promised service in an amount that reflects the consideration that the Company expects to receive in exchange for the Monetization Services. The Company recognizes revenue upon completion of a game, which is when its performance obligation to the game developer is satisfied. The Company does not have contract assets or contract liabilities as the payment of the transaction price is concurrent with the fulfillment of the services. At the time of game completion, the Company has the right to receive payment for the services rendered. The Company’s agreements with game developers can generally be terminated for convenience by either party upon thirty days prior written notice, and in certain of our larger developer agreements, the developer, if required by the Company, must continue to make its games available on the platform for a period of up to twelve months. As the Company is able to terminate the developer agreements at its convenience, the Company has concluded the contract term for revenue recognition does not extend beyond the contractual notification period. The Company does not have any transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) as of June 30, 2021 and 2020. Games provided by two developer partners accounted for 42% and 40% of the Company’s revenue in the three months ended June 30, 2021 and 61% and 28% of the Company’s revenue in the three months ended June 30, 2020. Games provided by two developer partners accounted for 42% and 40% of the Company’s revenue in the six months ended June 30, 2021 and 66% and 21% of the Company’s revenue in the six months ended June 30, 2020. In the three and six months ended June 30, 2021 and 2020, the Company generated less than 10% of its revenue from users outside of North America. End-User Incentive Programs To drive traffic to the platform, the Company provides promotions and incentives to end-users in various forms. Evaluating whether a promotion or incentive is a payment to a customer may require significant judgment. Promotions and incentives which are consideration payable to a customer are recognized as a reduction of revenue at the later of when revenue is recognized or when the Company pays or promises to pay the incentive. Promotions and incentives recorded as sales and marketing expense are recognized when the related cost is incurred by the Company. In either case, the promotions and incentives are recognized when they are used by end-users to enter into a paid Competition. •Marketing promotions and discounts accounted for as a reduction of revenue. These promotions are typically pricing actions in the form of discounts that reduce the end-user entry fees and are offered on behalf of the game developers. Although not required based on the Company’s agreement with its developers, the Company considers that the game developers have a valid expectation that certain incentives will be offered to end-users. The determination of a valid expectation is based on the evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. An example of an incentive for which the game developer has a valid expectation is Ticketz, which are a virtual currency earned for every Competition played based on the amount of the entry fee (“Ticketz”). Ticketz can be redeemed for prizes, including bonus cash prizes, a promotional incentive that cannot be withdrawn and can only be used by end-users to enter into paid entry fee contests (“Bonus Cash”). Another example is initial deposit Bonus Cash which is a promotional incentive that can be earned in fixed amounts when an end-user makes an initial deposit on the Skillz platform. Bonus Cash can only be used by end-users to enter into future paid entry fee Competitions and cannot be withdrawn by end-users. For the three months ended June 30, 2021 and 2020, the Company recognized a reduction of revenue of $18.7 million and $13.6 million, respectively, related to these end-user incentives. For the six months ended June 30, 2021 and 2020, the Company recognized a reduction of revenue of $36.2 million and $23.6 million, respectively, related to these end-user incentives. •Marketing promotions accounted for as sales and marketing expense. When the Company concludes that the game developers do not have a valid expectation that the incentive will be offered, the Company records the related cost as sales and marketing expense. The Company’s assessment is based on an evaluation of all information reasonably available to the game developers regarding the Company’s customary business practices, published policies and specific statements. These promotions are offered to end-users to draw, re-engage, or generally increase end-users’ use of the Company’s platform. An example of this type of incentive is limited-time Bonus Cash offers, which are targeted to specific end-users, typically those who deposit more frequently or have not made a deposit recently, via email or in-app promotions. The Company targets groups of end-users differently, offering specific promotions it thinks will best stimulate engagement. Similar to Bonus Cash earned from a redemption of Ticketz or an initial deposit, limited-time Bonus Cash can only be used by end-users to enter into future paid entry fee competitions and cannot be withdrawn by end-users. The Company also hosts engagement marketing leagues run over a period of days or weeks, which award league prizes in the form of cash or luxury goods to end-users with the most medals at the end of the league. End-users accumulate medals by winning Skillz enabled paid entry fee Competitions. Skillz determines whether or not to run a league, what prizes should be awarded, over what time period the league should run, and to which end-users the prizes should be paid, all at its discretion. The league parameters vary from one league to the next and are not reasonably known to the game developers. League prizes in the form of cash can be withdrawn or used by end-users to enter into future paid entry fee Competitions.
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| Refunds | Refunds From time to time, the Company issues credits or refunds to end-users that are unsatisfied by the level of service provided by the game developer. There is no contractual obligation for the Company to refund such end-users nor is there a valid expectation by the game developers for the Company to issue such credits or refunds to end-users on their behalf. The Company accounts for credits or refunds, which are not recoverable from the game developer, as sales and marketing expenses when incurred.
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| Cash, Cash Equivalents and Restricted Cash | Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash and money market funds with maturities of three months or less when purchased. Restricted cash maintained under an agreement that legally restricts the use of such funds is not included within cash and cash equivalents and is reported within other long-term assets.
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| Fair Value Measurement | Fair Value Measurement The Company applies fair value accounting for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining fair value measurements for assets and liabilities, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as risks inherent in valuation techniques, transfer restrictions and credit risk. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: •Level 1 — Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. •Level 2 — Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. •Level 3 — Unobservable inputs reflecting management’s estimate of assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
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| Investment in Non-Marketable Equity Securities | Investment in Non-Marketable Equity Securities The Company has elected to measure its investments in non-marketable equity securities at cost, with remeasurements to fair value only upon the occurrence of observable price changes in orderly transactions for the identical or similar securities of the same issuer, or in the event of any impairment. This election is reassessed each reporting period to determine whether non-marketable equity securities have a readily determinable fair value, in which case they would no longer be eligible for this election. The Company evaluates its non-marketable equity securities for impairment at each reporting period based on a qualitative assessment that considers various potential impairment indicators. Impairment indicators might include, but would not necessarily be limited to, a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee, a significant adverse change in the regulatory, economic, or technological environment of the investee, a bona fide offer to purchase, an offer by the investee to sell, or a completed auction process for the same or similar securities for an amount less than the carrying amount of the investments in those securities. If an impairment exists, a loss is recognized in the consolidated statements of operations for the amount by which the carrying value exceeds the fair value of the investment. Gains and losses resulting from the remeasurement of non-marketable equity securities, including impairment, are recorded through other income (expense), net in the consolidated statement of operations. The Company includes investments in non-marketable equity securities within other long-term assets on the consolidated balance sheets.
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| Advertising and Promotional Expense | Advertising and Promotional ExpenseAdvertising and promotional expenses are included in sales and marketing expenses within the statements of operations and are expensed when incurred, not including marketing promotions related to the Company’s end-user incentive programs. |
| Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock Prior to the Business Combination, preferred stock that was redeemable at a fixed or determinable price on a fixed or determinable date, at the option of the holder, or upon the occurrence of an event that is not solely within the control of the Company was classified outside of permanent equity. Convertible preferred stock that was probable of becoming redeemable in the future was recorded at its maximum redemption amount at each balance sheet date, with adjustments to the redemption amount recorded through equity. All redeemable convertible preferred stock previously classified outside of permanent equity was retroactively adjusted, converted into common stock, and reclassified to permanent equity as a result of the Business Combination. Additionally, changes to the redemption values of the redeemable convertible preferred stock were eliminated as a result of the retroactive adjustment. The Company recorded changes to the redemption value of its redeemable convertible preferred stock of $409.5 million in the year-to-date period ended June 30, 2020. The changes to the redemption values of the redeemable convertible preferred stock were previously accounted for as adjustments to net loss available to common stockholders for each of the respective periods ended. For further details regarding the accounting for the Business Combination, see Note 3.
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| Public and Private Common Stock Warrant Liabilities; Derivative Financial Instruments | Public and Private Common Stock Warrant Liabilities As part of FEAC’s initial public offering, FEAC issued to third party investors 69.0 million units, consisting of one share of Class A common stock of FEAC and one-fourth of one warrant, at a price of $10.00 per unit. Each whole warrant entitles the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of FEAC’s initial public offering, FEAC completed the private sale of 10,033,333 warrants to FEAC’s sponsor at a purchase price of $1.50 per warrant (the “Private Warrants”). In connection with the Business Combination, FEAC’s sponsor agreed to forfeit 5,016,666 Private Warrants. Each Private Warrant allows the sponsor to purchase one share of Class A common stock at $11.50 per share. Subsequent to the Business Combination, 7,623,436 Public Warrants and 5,016,666 Private Warrants remained outstanding as of June 30, 2021. The Private Warrants and the shares of common stock issuable upon the exercise of the Private Warrants are not transferable, assignable or salable until after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants are exercisable for cash or on a cashless basis, and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company evaluated the Public and Private Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity. Specifically, the exercise of the Public and Private Common Stock Warrants may be settled in cash upon the occurrence of a tender offer or exchange that involves 50% or more of the Company’s Class A stockholders. As there are two classes of common stock, not all of the stockholders need to participate in such tender offer or exchange to trigger the potential cash settlement and the Company does not control the occurrence of such an event, the Company concluded that the Public Warrants and Private Warrants do not meet the conditions to be classified in equity. Since the Public and Private Common Stock Warrants meet the definition of a derivative under ASC 815, the Company recorded these warrants as liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statement of operations at each reporting date. Because the Public Warrants were publicly traded and thus had an observable market price in an active market, they were valued based on their trading price as of each reporting date. The Private Warrants were valued using the Black-Scholes-Merton Option (“BSM”) pricing model that is based on the individual characteristics of the warrants on the valuation date, which include the Company’s stock price and assumptions for expected volatility, expected life and risk-free interest rate, as well as the present value of the minimum cash payment component of the instrument for the warrants, when applicable. Changes in the assumptions used could have a material impact on the resulting fair value of each warrant. The primary inputs affecting the value of the warrant liability are the Company’s stock price and volatility in the Company's stock price, as well as assumptions about the probability and timing of certain events, such as a change in control or future equity offerings. Increases in the fair value of the underlying stock or increases in the volatility of the stock price generally result in a corresponding increase in the fair value of the warrant liability; conversely, decreases in the fair value of the underlying stock or decreases in the volatility of the stock price generally result in a corresponding decrease in the fair value of the warrant liability. Derivative Financial Instruments The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including its long-term debt, preferred stock and stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives and freestanding derivative financial instruments that are classified as assets or liabilities are recognized at fair value with changes in fair value recognized as a component of Other income (expense), net in the Statements of Operations. Bifurcated embedded derivatives and freestanding derivative financial instruments are classified within as Other long-term assets and Other current liabilities in the Company’s Consolidated Balance Sheets.
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| Stock-Based Compensation | Stock-Based Compensation The Company measures and recognizes compensation expense for all stock-based awards based on estimated grant-date fair values recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The compensation expense related to awards with performance conditions is recognized over the requisite service period when the performance conditions are probable of being achieved. The compensation expense related to awards with market conditions is recognized on an accelerated attribution basis over the requisite service period and is not reversed if the market condition is not satisfied. See Note 9 for more information. The Company accounts for forfeitures as they occur. Stock-based awards granted to employees are primarily stock options. The fair value of stock options that vest solely based on a service condition is determined by the BSM pricing model on the date of grant. This valuation model for stock-based compensation expense requires the Company to make assumptions and judgments about the variables used in the BSM model, including the deemed fair value of common stock, expected term, expected volatility, risk-free interest rate, and dividend yield. These judgments are made as follows: •Fair value of common stock —Subsequent to the Business Combination, the fair value of the Company’s common stock is based on the closing market price on the date of grant. Prior to the Business Combination, the absence of an active market for the Company’s common stock required the Company to estimate the fair value of common stock for purposes of granting stock options and for determining stock-based compensation expense for the periods presented. The Company considered numerous factors in assessing the fair value of common stock prior to the Business Combination, including: •The results of contemporaneous unrelated third-party valuations of the Company’s common stock •The prices of the recent redeemable convertible preferred stock sales by the Company to investors •The rights, preferences, and privileges of preferred stock relative to those of common stock •Market multiples of comparable public companies in the industry as indicated by their market capitalization and guideline merger and acquisition transactions •The Company’s performance and market position relative to competitors, which may change from time to time •The Company’s historical financial results and estimated trends and prospects for the Company’s future performance •The economic and competitive environment •The financial condition, results of operations, and capital resources •The industry outlook •The valuation of comparable companies •The likelihood and timeline of achieving a liquidity event, such as an initial public offering or sale of the Company, given prevailing market conditions •Any adjustments necessary to recognize a lack of marketability for the Company’s common stock •Precedent sales of or offers to purchase the Company’s capital stock •Expected term — The Company determines the expected term based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. •Expected volatility — Given the limited market trading history prior to the Business Combination and no public market for the Company’s shares prior to the Business Combination, the expected volatility rate is based on an average historical stock price volatility of comparable publicly-traded companies in the industry group. •Risk-free interest rate — The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods corresponding with the expected term of the option. •Expected dividend yield — The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of zero. For awards with market conditions, the Company determines the grant date fair value utilizing a Monte Carlo valuation model, which incorporates various assumptions including expected stock price volatility, expected term, risk-free interest rates, expected date of a qualifying event, and expected capital raise percentage. Given the limited market trading history subsequent to the Business Combination and no public market for the Company’s shares prior to the Business Combination, the Company estimates the volatility of common stock on the date of grant based on the weighted average historical stock price volatility of comparable publicly-traded companies in its industry group. The Company estimates the expected term based on various exercise scenarios, as these awards are not considered “plain vanilla.” The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. The Company estimates the expected date of a qualifying event and the expected capital raise percentage based on management’s expectations at the time of measurement of the award’s value.
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| Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted As an emerging growth company (“EGC”), the Jumpstart Our Business Startups Act (“JOBS Act”) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time as the Company is no longer considered to be an EGC. Effective as of December 31, 2021, the Company is expected to become a large accelerated filer and is expected to cease to be an EGC. As a result, the Company will no longer be able to use the extended transition period for complying with new or revised accounting standards. In January 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323 and Topic 815. ASU 2020-01 clarifies that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the fair value measurement alternative. For public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. The amendments should be applied prospectively. Under a prospective transition, an entity should apply the amendments at the beginning of the interim period that includes the adoption date. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current U.S. GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for public companies, excluding entities eligible to be smaller reporting companies, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of the Company’s fiscal year. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The implementation costs incurred in a hosting arrangement that is a service contract should be presented as a prepaid asset in the balance sheet and expensed over the term of the hosting arrangement to the same line item in the statement of operations as the costs related to the hosting fees. For public business entities, this standard is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other entities, this standard is effective for fiscal years beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. Early adoption is permitted for all entities, including adoption in any interim period. The amendments should be applied either retrospectively or prospectively to all implementation costs incurred after adoption. The Company will be required to adopt this standard in its annual period ending December 31, 2021 and is currently evaluating the impact of adopting this standard on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13 (Topic 326), Financial Instruments — Credit Losses. ASU 2016-13 changes how to recognize expected credit losses on financial assets. The standard requires more timely recognition of credit losses on loans and other financial assets and also provides additional transparency about credit risk. The current credit loss standard generally requires that a loss actually be incurred before it is recognized, while the new standard will require recognition of full lifetime expected losses upon initial recognition of the financial instrument. Originally, ASU 2016-13 was effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019, with early adoption permitted. An entity should apply the standard by recording a cumulative effect adjustment to retained earnings upon adoption. In November 2019, FASB issued ASU No. 2019-10, Financial Instruments — Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842). This ASU defers the effective date of ASU 2016-13 for non-public companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-13 on its consolidated financial statements for future periods and has not elected early adoption. In February 2016, the FASB issued ASU 2016-02 (Topic 842), Leases, and issued subsequent amendments to the initial guidance or implementation guidance including ASU 2017-13, 2018-01, 2018-10, 2018-11, 2018-20 and 2019-01 (collectively, including ASU 2016-02, “ASC 842”), which supersedes the guidance in topic ASC 840, Leases. The new standard requires lessees to classify leases as either finance or operating based on whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether related expenses are recognized based on the effective interest method or on a straight-line basis over the term of the lease. For any leases with a term of greater than 12 months, ASU 2016-02 requires lessees to recognize a lease liability for the obligation to make the lease payments arising from a lease, and a right-of-use asset for the right to use the underlying asset for the lease term. An election can be made to account for leases with a term of 12 months or less similar to existing guidance for operating leases under ASC 840. The new standard will also require new disclosures, including qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. For non-public entities, ASU No. 2016-02 is effective for financial statements issued for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted. The Company is in the initial stage of its assessment of the new standard and is currently evaluating the quantitative impact of adoption, and the related disclosure requirements. The Company expects that the adoption will result in the recognition of right-of-use assets and lease liabilities that were not previously recognized, which will increase total assets and liabilities on the Company’s balance sheet. The Company does not expect the adoption of Topic 842 to have a material impact to the statements of operations or to have any impact on its cash flows from operating, investing, or financing activities.
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Summary of Significant Accounting Policies (Tables) |
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| Schedule of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheet to cash, cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows is as follows:
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| Schedule of Cash, Cash Equivalents and Restricted Cash | A reconciliation of the Company’s cash and cash equivalents in the Condensed Consolidated Balance Sheet to cash, cash equivalents and restricted cash in the Condensed Consolidated Statement of Cash Flows is as follows:
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Balance Sheet Components (Tables) |
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following as of June 30, 2021 and December 31, 2020:
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| Schedule of Property and Equipment | Property and equipment consisted of the following as of June 30, 2021 and December 31, 2020:
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| Schedule of Other Current Liabilities | Other current liabilities consisted of the following as of June 30, 2021 and December 31, 2020:
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Fair Value Measurements (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Fair Value Liabilities | Public and Private Common Stock Warrants
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Stock Based Compensation (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Stock-Based Compensation Expense | The following table summarizes stock-based compensation expense recognized for the three and six months ended June 30, 2021 and 2020 as follows:
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| Summary of Stock Option and RSU Activity | Stock option and RSU activity during the six months ended June 30, 2021 is as follows (in thousands, except for share, per share, and contractual term data):
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| Summary of Stock Option Valuation Assumptions | The assumptions used to estimate the fair value of stock options granted and the resulting fair values for the three and six months ended June 30, 2021 and 2020 were as follows:
(1)For the three and six months ended June 30, 2021, the above assumptions were used to estimate the fair value of certain stock options previously granted to the CFO, that were modified as part of the transition and release agreement.
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Net Loss Per Share (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2021 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth the computation of basic and diluted loss per Class A common stock and Class B common stock (in thousands, except for share and per share data):
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| Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following outstanding common stock equivalents were considered antidilutive, and therefore, excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented (share numbers are not in thousands):
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Description of the Business and Basis of Presentation (Details) - $ / shares |
Jun. 30, 2021 |
Dec. 16, 2020 |
|---|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
| Warrant exercise price (in dollars per share) | $ 11.50 | |
| Recapitalization exchange ratio | 74.71% |
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Dec. 16, 2020 |
Mar. 02, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
| Concentration Risk [Line Items] | |||||||
| Reduction to revenue, end-user incentives | $ 18,700 | $ 13,600 | $ 36,200 | $ 23,600 | |||
| Sales and marketing expense, end-user incentive | 42,000 | 21,500 | 75,300 | 37,200 | |||
| Restricted cash included in other long-term assets | 2,920 | 2,900 | 2,920 | 2,900 | $ 2,920 | ||
| Advertising costs | $ 47,100 | $ 25,600 | $ 101,600 | 52,600 | |||
| Change to redemption value | $ 409,500 | ||||||
| Number of shares issued in private placement (in shares) | 15,853,052 | 69,000,000.0 | |||||
| Number of warrants per unit (in shares) | 0.25 | ||||||
| Stock sold, price per share (in dollars per share) | $ 10.00 | $ 10.00 | |||||
| Warrant exercise price (in dollars per share) | $ 11.50 | $ 11.50 | |||||
| Sponsor | |||||||
| Concentration Risk [Line Items] | |||||||
| Warrants forfeited (in shares) | 5,016,666 | ||||||
| Public Warrant | |||||||
| Concentration Risk [Line Items] | |||||||
| Number of shares issued in private placement (in shares) | 17,250,000 | ||||||
| Warrant exercise price (in dollars per share) | $ 11.50 | ||||||
| Warrants outstanding (in shares) | 7,623,436 | 7,623,436 | |||||
| Private Warrant | |||||||
| Concentration Risk [Line Items] | |||||||
| Number of shares issued in private placement (in shares) | 10,033,333 | ||||||
| Stock sold, price per share (in dollars per share) | $ 1.50 | ||||||
| Warrants outstanding (in shares) | 5,016,666 | 5,016,666 | |||||
| Class A common stock, par value $0.0001 per share | |||||||
| Concentration Risk [Line Items] | |||||||
| Number of shares per unit (in shares) | 1 | ||||||
| Number of shares called by each warrant (in shares) | 1 | ||||||
| Class A common stock, par value $0.0001 per share | Public Warrant | |||||||
| Concentration Risk [Line Items] | |||||||
| Number of shares called by each warrant (in shares) | 1 | ||||||
| Class A common stock, par value $0.0001 per share | Private Warrant | |||||||
| Concentration Risk [Line Items] | |||||||
| Number of shares called by each warrant (in shares) | 1 | ||||||
| Revenue | Customer Concentration Risk | Game Developer A | |||||||
| Concentration Risk [Line Items] | |||||||
| Concentration risk, percentage (less than) | 42.00% | 61.00% | 42.00% | 66.00% | |||
| Revenue | Customer Concentration Risk | Game Developer B | |||||||
| Concentration Risk [Line Items] | |||||||
| Concentration risk, percentage (less than) | 40.00% | 28.00% | 40.00% | 21.00% | |||
| Revenue | Geographic Concentration Risk | Non-US | |||||||
| Concentration Risk [Line Items] | |||||||
| Concentration risk, percentage (less than) | 10.00% | 10.00% | 10.00% | 10.00% | |||
Summary of Significant Accounting Policies - Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
Jun. 30, 2020 |
Dec. 31, 2019 |
|---|---|---|---|---|
| Accounting Policies [Abstract] | ||||
| Cash and cash equivalents | $ 692,778 | $ 262,728 | ||
| Restricted cash included in other long-term assets | 2,920 | 2,920 | $ 2,900 | |
| Cash, cash equivalents and restricted cash | $ 695,698 | $ 265,648 | $ 71,861 | $ 28,548 |
Business Combination - Narrative (Details) - USD ($) |
Dec. 16, 2020 |
Mar. 02, 2020 |
Jun. 30, 2021 |
Dec. 31, 2020 |
Dec. 15, 2020 |
|---|---|---|---|---|---|
| Business Acquisition [Line Items] | |||||
| Recapitalization exchange ratio | 74.71% | ||||
| Cash consideration | $ 566,204,152 | ||||
| Shares in escrow (in shares) | 10,000,000 | ||||
| Number of shares issued in private placement (in shares) | 15,853,052 | 69,000,000.0 | |||
| Stock sold, price per share (in dollars per share) | $ 10.00 | $ 10.00 | |||
| Aggregate consideration | $ 158,500,000 | ||||
| Shares authorized (in shares) | 635,000,000 | 635,000,000 | |||
| Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 | |||
| Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
| Class A common stock, par value $0.0001 per share | |||||
| Business Acquisition [Line Items] | |||||
| Common stock, shares outstanding (in shares) | 328,000,000 | 292,000,000 | |||
| Merger consideration in shares (in shares) | 191,932,860 | ||||
| Common stock, par value (in dollars per share) | $ 0.0001 | ||||
| Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
| Class B Common Stock | |||||
| Business Acquisition [Line Items] | |||||
| Common stock, shares outstanding (in shares) | 69,000,000 | 78,000,000 | |||
| Merger consideration in shares (in shares) | 76,663,551 | ||||
| Common stock, par value (in dollars per share) | $ 0.0001 | ||||
| Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | ||
| Stock Election Shareholders | |||||
| Business Acquisition [Line Items] | |||||
| Common stock, shares outstanding (in shares) | 359,518,849 | ||||
| Cash Election Shareholders | |||||
| Business Acquisition [Line Items] | |||||
| Common stock, shares outstanding (in shares) | 75,786,931 | ||||
| Sponsor | |||||
| Business Acquisition [Line Items] | |||||
| Shares in escrow (in shares) | 5,000,000 | ||||
| Common Shareholders | |||||
| Business Acquisition [Line Items] | |||||
| Shares in escrow (in shares) | 5,000,000 |
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
| Credit card processing reserve | $ 7,763 | $ 5,854 |
| Prepaid expenses | 5,932 | 3,772 |
| Other current assets | 913 | 865 |
| Warrant exercise receivable | $ 14,608 | $ 10,491 |
Balance Sheet Components - Property and Equipment, Net (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | $ 9,641 | $ 8,133 |
| Accumulated depreciation and amortization | (3,940) | (2,841) |
| Property and equipment, net | 5,701 | 5,292 |
| Capitalized internal-use software | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 6,569 | 6,167 |
| Computer equipment and servers | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 866 | 631 |
| Furniture and fixtures | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 184 | 184 |
| Leasehold improvements | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | 114 | 114 |
| Construction in progress | ||
| Property, Plant and Equipment [Line Items] | ||
| Total property and equipment | $ 1,908 | $ 1,037 |
Balance Sheet Components - Narrative (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||||
| Depreciation and amortization | $ 500 | $ 300 | $ 1,102 | $ 635 |
Balance Sheet Components - Other Current Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
| Accrued sales and marketing expenses | $ 14,275 | $ 7,204 |
| Accrued compensation | 9,496 | 3,825 |
| End-user liability, net | 4,131 | 2,789 |
| Accrued developer revenue share | 1,378 | 907 |
| Other accrued expenses | 6,251 | 4,893 |
| Other current liabilities | $ 35,531 | $ 19,618 |
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||||
|---|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|||
| Class of Stock [Line Items] | |||||||
| Cash and cash equivalents | $ 692,778 | $ 692,778 | $ 262,728 | ||||
| Long-term common stock warrant liabilities | 60,688 | 60,688 | 178,232 | ||||
| Change in fair value of common stock warrant liabilities | [1] | 29,595 | $ 0 | 31,703 | $ 0 | ||
| Private Warrant | |||||||
| Class of Stock [Line Items] | |||||||
| Long-term common stock warrant liabilities | 60,700 | 60,700 | $ 53,700 | ||||
| Change in fair value of common stock warrant liabilities | $ 10,800 | $ 7,000 | |||||
| |||||||
Fair Value Measurements - Fair Value of Liabilities (Details) - USD ($) $ in Thousands |
Jun. 30, 2021 |
Dec. 31, 2020 |
|---|---|---|
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | $ 60,688 | $ 178,232 |
| Private Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 60,700 | 53,700 |
| Fair Value, Recurring | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Total fair value | 138,295 | 178,232 |
| Fair Value, Recurring | Public Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 77,607 | 124,545 |
| Fair Value, Recurring | Private Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 60,688 | 53,687 |
| Level 1 | Fair Value, Recurring | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Total fair value | 77,607 | 124,545 |
| Level 1 | Fair Value, Recurring | Public Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 77,607 | 124,545 |
| Level 1 | Fair Value, Recurring | Private Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 0 | 0 |
| Level 2 | Fair Value, Recurring | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Total fair value | 0 | 0 |
| Level 2 | Fair Value, Recurring | Public Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 0 | 0 |
| Level 2 | Fair Value, Recurring | Private Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 0 | 0 |
| Level 3 | Fair Value, Recurring | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Total fair value | 60,688 | 53,687 |
| Level 3 | Fair Value, Recurring | Public Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | 0 | 0 |
| Level 3 | Fair Value, Recurring | Private Warrant | ||
| Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
| Fair value of warrants | $ 60,688 | $ 53,687 |
Common Stock Warrants (Details) $ / shares in Units, $ in Thousands |
6 Months Ended | ||||
|---|---|---|---|---|---|
|
Dec. 16, 2020
shares
|
Mar. 02, 2020
$ / shares
shares
|
Jun. 30, 2021
USD ($)
day
$ / shares
shares
|
Jun. 30, 2020
USD ($)
|
Dec. 31, 2020
USD ($)
|
|
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Proceeds from exercise of common stock warrants | $ | $ 109,521 | $ 0 | |||
| Warrant exercise receivable | $ | $ 1,185 | $ 0 | |||
| Number of shares issued in private placement (in shares) | 15,853,052 | 69,000,000.0 | |||
| Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||
| Minimum number of days for written notice of redemption | day | 30 | ||||
| Warrant redemption, sale price of common stock for warrants to be redeemed (in dollars per share) | $ / shares | $ 18.00 | ||||
| Warrant redemption, number of trading days | day | 20 | ||||
| Warrant redemption, number of consecutive trading days | day | 30 | ||||
| Sponsor | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Warrants forfeited (in shares) | 5,016,666 | ||||
| Class A common stock, par value $0.0001 per share | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Number of shares called by each warrant (in shares) | 1 | ||||
| Public Warrant | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Warrants outstanding (in shares) | 7,623,436 | ||||
| Warrants exercised (in shares) | 9,626,559 | ||||
| Proceeds from exercise of common stock warrants | $ | $ 110,700 | ||||
| Number of shares issued in private placement (in shares) | 17,250,000 | ||||
| Warrant exercise price (in dollars per share) | $ / shares | $ 11.50 | ||||
| Redemption price (in dollars per share) | $ / shares | $ 0.01 | ||||
| Public Warrant | Class A common stock, par value $0.0001 per share | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Number of shares called by each warrant (in shares) | 1 | ||||
| Private Warrant | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Warrants outstanding (in shares) | 5,016,666 | ||||
| Number of shares issued in private placement (in shares) | 10,033,333 | ||||
| Number of days to become transferable, assignable or saleable | day | 30 | ||||
| Private Warrant | Class A common stock, par value $0.0001 per share | |||||
| Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||
| Number of shares called by each warrant (in shares) | 1 | ||||
Stockholders' Equity (Details) $ / shares in Units, $ in Millions |
1 Months Ended | ||||
|---|---|---|---|---|---|
|
Dec. 16, 2020
USD ($)
$ / shares
shares
|
Mar. 02, 2020
$ / shares
shares
|
Mar. 31, 2021
USD ($)
$ / shares
shares
|
Jun. 30, 2021
vote
$ / shares
shares
|
Dec. 31, 2020
$ / shares
shares
|
|
| Class of Stock [Line Items] | |||||
| Shares authorized (in shares) | 635,000,000 | 635,000,000 | |||
| Common stock, shares authorized (in shares) | 625,000,000 | 625,000,000 | |||
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | ||
| Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
| Number of shares issued (in shares) | 15,853,052 | 69,000,000.0 | |||
| Aggregate consideration | $ | $ 158.5 | ||||
| Stock sold, price per share (in dollars per share) | $ / shares | $ 10.00 | $ 10.00 | |||
| Underwritten Public Offering | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued (in shares) | 17,000,000 | ||||
| Aggregate consideration | $ | $ 408.0 | ||||
| Issuance costs | $ | $ 5.9 | ||||
| Over-Allotment Option | |||||
| Class of Stock [Line Items] | |||||
| Number of shares issued (in shares) | 19,800,000 | ||||
| Issuance costs | $ | $ 6.8 | ||||
| Number of shares available at election (in shares) | 4,800,000 | ||||
| Stock sold, price per share (in dollars per share) | $ / shares | $ 23.34 | ||||
| Class A common stock, par value $0.0001 per share | |||||
| Class of Stock [Line Items] | |||||
| Common stock, votes per share | vote | 1 | ||||
| Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 | ||
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | ||||
| Class B Common Stock | |||||
| Class of Stock [Line Items] | |||||
| Common stock, votes per share | vote | 20 | ||||
| Common stock, shares authorized (in shares) | 125,000,000 | 125,000,000 | 125,000,000 | ||
| Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Stock Based Compensation - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | $ 15,774 | $ 5,546 | $ 26,719 | $ 5,903 |
| Research and development | ||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | 2,215 | 817 | 3,422 | 1,022 |
| Sales and marketing | ||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | 2,550 | 957 | 4,388 | 1,073 |
| General and administrative | ||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
| Total stock-based compensation expense | $ 11,009 | $ 3,772 | $ 18,909 | $ 3,808 |
Stock Based Compensation - Narrative (Details) - USD ($) $ in Thousands |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
|---|---|---|---|---|---|---|---|---|
Jun. 20, 2021 |
Jun. 30, 2021 |
Dec. 31, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
Dec. 31, 2020 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Unrecognized stock-based compensation expense | $ 176,400 | $ 176,400 | $ 176,400 | |||||
| Unrecognized stock-based compensation expense, period for recognition | 3 years 7 months 17 days | |||||||
| Total stock-based compensation expense | 15,774 | $ 5,546 | $ 26,719 | $ 5,903 | ||||
| Aggregate intrinsic value | 4,000 | $ 27,200 | $ 11,800 | $ 27,500 | ||||
| Purchase price of common stock, percentage of fair market value | 85.00% | |||||||
| Chief Financial Officer | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Incremental stock-based compensation expense | $ 6,400 | |||||||
| Total stock-based compensation expense | $ 3,700 | |||||||
| Restricted stock units | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares granted (in shares) | 3,147,553 | |||||||
| Restricted stock | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares issued (in shares) | 10,000,000.0 | 13,300,000 | ||||||
| Performance Shares | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares granted (in shares) | 100,000 | |||||||
| 2020 Omnibus Incentive Plan | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares authorized (in shares) | 47,841,859 | 47,841,859 | ||||||
| Percentage of stock outstanding | 5.00% | |||||||
| 2020 Omnibus Incentive Plan | Common Class A and B | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares authorized (in shares) | 15,000,000 | 15,000,000 | ||||||
| 2020 Omnibus Incentive Plan | Class A common stock, par value $0.0001 per share | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares authorized (in shares) | 24,669,278 | 24,669,278 | ||||||
| 2020 Omnibus Incentive Plan | Class B Common Stock | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Shares authorized (in shares) | 8,172,581 | 8,172,581 | ||||||
| 2020 Omnibus Incentive Plan | Stock options | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Expiration period | 10 years | |||||||
| Tranche one | 2020 Omnibus Incentive Plan | Restricted stock units | ||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
| Vesting period | 1 year | |||||||
Stock Based Compensation - Stock Activity (Details) - USD ($) $ / shares in Units, $ in Thousands |
6 Months Ended | 12 Months Ended |
|---|---|---|
Jun. 30, 2021 |
Dec. 31, 2020 |
|
| Number of Shares Available for Issuance Under the Plan | ||
| Beginning balance (in shares) | 35,500,603 | |
| Options and restricted stock units granted (in shares) | (3,147,553) | |
| Options canceled (in shares) | 3,260,091 | |
| Ending balance (in shares) | 35,613,141 | 35,500,603 |
| Number of Shares Outstanding Under the Plan | ||
| Beginning balance (in shares) | 38,404,493 | |
| Options granted (in shares) | 0 | |
| Options exercised (in shares) | (503,480) | |
| Options canceled (in shares) | (2,985,501) | |
| Ending balance (in shares) | 34,915,512 | 38,404,493 |
| Exercisable (in shares) | 16,096,923 | 14,248,234 |
| Unvested (in shares) | 18,818,589 | 24,156,259 |
| Weighted- Average Exercise Price | ||
| Beginning balance (in dollars per share) | $ 5.89 | |
| Options granted (in dollars per share) | 0 | |
| Options exercised (in dollars per share) | 0.22 | |
| Options canceled (in dollars per share) | 1.32 | |
| Ending balance (in dollars per share) | 6.35 | $ 5.89 |
| Exercisable, weighted-average exercise price (in dollars per share) | 0.21 | 0.18 |
| Unvested, weighted-average exercise price (in dollars per share) | $ 11.60 | $ 9.25 |
| Weighted-Average Remaining Contractual Term and Aggregate Intrinsic Value | ||
| Options outstanding, weighted-average remaining contractual term | 7 years 5 months 8 days | 8 years 3 months 7 days |
| Exercisable, weighted-average remaining contractual term | 5 years 11 months 1 day | 6 years 5 months 12 days |
| Unvested, weighted-average remaining contractual term | 8 years 8 months 26 days | 9 years 4 months 2 days |
| Options outstanding, aggregate intrinsic value | $ 536,745 | $ 542,074 |
| Exercisable, aggregate intrinsic value | 346,242 | 282,364 |
| Unvested, aggregate intrinsic value | $ 190,503 | $ 259,710 |
| Restricted stock units | ||
| Number of Plan shares outstanding | ||
| Beginning balance (in shares) | 341,256 | |
| Restricted stock units granted (in shares) | 3,147,553 | |
| Restricted stock units released (in shares) | 0 | |
| Restricted stock units canceled (in shares) | (274,590) | |
| Ending balance (in shares) | 3,214,219 | 341,256 |
| Weighted-Average Grant Date Fair Value per share | ||
| Beginning balance (in dollars per share) | $ 17.68 | |
| Granted (in dollars per share) | 21.82 | |
| Vested (in dollars per share) | 0 | |
| Forfeited (in dollars per share) | 24.50 | |
| Ending balance (in dollars per share) | $ 21.15 | $ 17.68 |
Stock Based Compensation - Valuation Assumptions (Details) - Common stock options - $ / shares |
3 Months Ended | 6 Months Ended | ||
|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Expected volatility | 48.71% | 48.71% | ||
| Expected volatility, minimum | 47.99% | 47.99% | ||
| Expected volatility, maximum | 48.79% | 48.79% | ||
| Risk-free interest rate | 0.02% | 0.02% | ||
| Risk-free interest rate, minimum | 0.34% | 0.34% | ||
| Risk-free interest rate, maximum | 0.59% | 1.44% | ||
| Expected term (in years) | 3 months | 3 months | ||
| Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
| Weighted average estimated fair value of stock options granted during the year (in dollars per share) | $ 15.63 | $ 2.58 | $ 15.63 | $ 2.42 |
| Minimum | ||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Expected term (in years) | 5 years | 5 years | ||
| Maximum | ||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Expected term (in years) | 6 years 2 months 4 days | 6 years 2 months 4 days | ||
Income Taxes - Narrative (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||||
|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|||
| Income Tax Disclosure [Abstract] | ||||||
| Provision for income taxes | [1] | $ 65 | $ 28 | $ 107 | $ 53 | |
| Effective tax rate | (0.08%) | (0.14%) | (0.08%) | (0.15%) | ||
| ||||||
Net Loss Per Share - Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2021 |
Mar. 31, 2021 |
[2] | Jun. 30, 2020 |
Mar. 31, 2020 |
[2] | Jun. 30, 2021 |
Jun. 30, 2020 |
|||||||||
| Numerator: | ||||||||||||||||
| Net loss - Basic and Diluted | $ (79,595) | [1] | $ (53,592) | $ (20,157) | [2] | $ (15,522) | $ (133,187) | [1] | $ (35,679) | [1] | ||||||
| Denominator: | ||||||||||||||||
| Weighted average common shares outstanding - basic (in shares) | [1] | 385,945,332 | 289,823,175 | 371,519,800 | 284,054,689 | |||||||||||
| Net loss per share attributable to common stockholders - basic (in dollars per share) | [1] | $ (0.21) | $ (0.07) | $ (0.36) | $ (0.13) | |||||||||||
| Net loss per share attributable to common stockholders - diluted (in dollars per share) | $ (0.21) | $ (0.07) | $ (0.36) | $ (0.13) | ||||||||||||
| ||||||||||||||||
Net Loss Per Share - Antidilutive Shares (Details) - shares |
6 Months Ended | |
|---|---|---|
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total (in shares) | 55,700,895 | 44,941,675 |
| Common and preferred stock warrants | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total (in shares) | 7,623,436 | 4,865,722 |
| Common stock options | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total (in shares) | 44,929,906 | 40,075,953 |
| Restricted stock units | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Total (in shares) | 3,147,553 | 0 |
Investments in Non-Marketable Equity Securities (Details) $ in Millions |
Jun. 30, 2021
USD ($)
|
|---|---|
| Investments, Debt and Equity Securities [Abstract] | |
| Carrying value | $ 2.9 |
Subsequent Events (Details) - USD ($) $ in Thousands |
6 Months Ended | |||
|---|---|---|---|---|
Jul. 16, 2021 |
Jul. 14, 2021 |
Jun. 30, 2021 |
Jun. 30, 2020 |
|
| Subsequent Event [Line Items] | ||||
| Payments to acquire investments | $ 2,000 | $ 0 | ||
| Subsequent Event | ||||
| Subsequent Event [Line Items] | ||||
| Payments to acquire investments | $ 50,000 | |||
| Subsequent Event | Aarki | ||||
| Subsequent Event [Line Items] | ||||
| Consideration transferred | $ 157,000 | |||
| Cash consideration | 90,000 | |||
| Consideration, stock value | $ 67,000 | |||