The following discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by, our Annual Report on Form 10-K for the year ended
December 31, 2021(our "Annual Report"), and our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q (this "Report"). In addition to historical financial information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results and timing of selected events may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed under the sections of this Report captioned "Cautionary Note Regarding Forward-Looking Statements" and "Risk Factors." For a discussion of limitations in measuring certain of our key metrics, see the section of this Report captioned "Limitations of Key Metrics and Other Data." This Management's Discussion and Analysis of Financial Condition and Results of Operations contains certain financial measures, in particular the presentation of Adjusted EBITDA, which are not presented in accordance with generally accepted accounting principles of the United States("GAAP"). We present these non-GAAP financial measures because they provide us and readers of this Report with additional insight into our operational performance relative to earlier periods and relative to our competitors. These non-GAAP financial measures are not a substitute for any GAAP financial information. Readers of this Report should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures. Reconciliations of Adjusted EBITDA to Net Loss, the most comparable GAAP measure, are provided in this Report.
Unless the context requires otherwise, all references in this Report to the
“Company,” “we,” “us,” or “our” refer to
Our Business We are a leading online gaming and entertainment company that focuses primarily on online casino and online sports betting in the
U.S., Canadian and Latin American markets. Our mission is to engage and delight players by delivering friendly, fun and fair betting experiences. In furtherance of this mission, we strive to create an online community for our customers where we are transparent and honest, treat our customers fairly, show them that we value their time and loyalty, and listen to feedback. We also endeavor to implement industry leading responsible gaming practices and provide our customers with a cutting-edge online gaming platform and exciting, personalized offerings that will enhance their user experience. We provide our customers with an array of leading gaming offerings such as real-money online casino, online sports betting and retail sports betting (i.e., sports betting services provided at bricks-and-mortar locations), as well as social gaming, which involves free-to-play games using virtual credits that users can earn or purchase. We launched our first social gaming website in 2015 and began accepting real-money bets in the United Statesin 2016. Currently, we offer real-money online casino, online sports betting and/or retail sports betting in fourteen U.S.states as outlined in the table below. 22
Table of Contents Online Sports Retail Sports Jurisdictions Online Casino Betting Betting Domestic: Arizona ü Colorado ü Connecticut ü ü Illinois ü ü Indiana ü ü Iowa ü Louisiana ü Maryland ü Michigan ü ü ü New Jersey ü ü New York ü ü Pennsylvania ü ü ü Virginia ü West Virginia ü ü International: Colombia ü ü Ontario (Canada) ü ü Mexico ü ü Our real-money online casino and online sports betting offerings are currently provided under our BetRivers and PlaySugarHouse brands in
the United Statesand Canadaand under our RushBet brand in Latin America(which includes Mexico). We operate and/or support retail sports betting for our bricks-and-mortar partners primarily under their respective brands. Many of our social gaming offerings are marketed under our partners' brands, although we also offer social gaming under our own brands as well. Our decision about what brand or brands to use is market- and partner-specific, and is based on brand awareness, market research, marketing efficiency and applicable gaming rules and regulations.
Impact of COVID-19
The COVID-19 pandemic has adversely impacted global commercial activity, disrupted supply chains and contributed to significant volatility in financial markets. COVID-19 could have a continued material adverse impact on economic and market conditions and trigger a period of global economic slowdown such as a recession. COVID-19 therefore presents material uncertainty and risk with respect to us and our performance and could affect our financial results in a materially adverse way. COVID-19 has significantly impacted our business. Beyond disruptions in our normal business operations in prior years, COVID-19 has impacted consumer habits and preferences, with some consumers opting to avoid crowded public places such as land-based casinos. In prior years, COVID-19 also impacted sports betting due to the rescheduling, reconfiguring, suspension, postponement and cancellation of sports seasons and sporting events or exclusion of certain players or teams from sporting events, which tended to reduce customers' use of, and spending on, our sports betting offerings. Currently, major professional sports leagues have resumed their activities in accordance with their planned schedules. However, the possibility remains that sports seasons and sporting events may be rescheduled, reconfigured, suspended, postponed and/or cancelled due to COVID-19 outbreaks. Our revenue varies based on sports seasons and sporting events, among other factors, and cancellations, suspensions or alterations resulting from COVID-19 may adversely affect our revenue, possibly materially. However, our online casino offerings do not rely on sports seasons and sporting events, thus, they may partially offset this adverse impact on revenue. 23
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The future effects of COVID-19 and the related impacts on consumer behavior are currently unknown. A significant or prolonged decrease in consumer spending on entertainment or leisure activities would likely have an adverse effect on demand for our offerings, reducing cash flows and revenues, thus materially harming our business, financial condition and results of operations. In addition, a significant uptick in COVID-19 cases or an emergence of additional variants or strains could cause other widespread or more severe impacts depending on where infection rates are highest. As steps taken to mitigate the spread of COVID-19 have necessitated a shift away from a traditional office environment for many employees, we implemented business continuity programs to help ensure that our personnel are safe and our business continues to function with minimal disruptions to normal work operations while personnel work remotely. We will continue to monitor developments relating to disruptions and uncertainties caused by COVID-19.
Trends in Key Metrics
Monthly Active Users
MAUs is the number of unique users per month who have placed at least one real-money bet across one or more of our online casino or online sports betting offerings. For periods longer than one month, we average the MAUs for the months in the relevant period. We exclude users who have made a deposit but have not yet placed a real-money bet on at least one of our online offerings. We also exclude users who have placed a real-money bet but only with promotional incentives. The numbers of unique users included in calculating MAUs only include
U.S.and Canada-based users of our online real-money offerings. MAUs is a key indicator of the scale of our user base and awareness of our brands. We believe that year-over-year MAUs is also generally indicative of the long-term revenue growth potential of our business, although MAUs in individual periods may be less indicative of our longer-term expectations. We expect the number of MAUs to grow as we attract, retain and re-engage users in new and existing jurisdictions and expand our offerings to appeal to a wider audience.
The chart below presents our average MAUs for the nine months ended
[[Image Removed: rsi-20220930_g1.jpg]] The increase in MAUs was mainly due to our continued growth in existing markets such as
Pennsylvania, Colorado, Indiana, Iowa, Michigan, Virginiaand West Virginia, as well as our expansion into new markets such as Arizona, Connecticut, New York, Louisiana, and Ontario, which launched after September 30, 2021. Additionally, we continue to achieve a positive response from our strategic advertising and marketing efforts.
Average Revenue Per Monthly Active User
ARPMAU for an applicable period is average revenue divided by average MAUs. This key metric represents our ability to drive usage and monetization of our online offerings. 24
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The chart below presents our ARPMAU for the nine months ended
[[Image Removed: rsi-20220930_g2.jpg]] The year-over-year decrease in ARPMAU was mainly due to an increase in the number of markets where we offer only sports betting (we launched in four new sports betting-only markets since
September 30, 2021- Arizona, Connecticut, Louisiana, and New York), which, when combined with our increased promotional and advertising activities in those markets, resulted in an increase in the number of customers in sports betting-only markets. Sports betting-only customers generally generate less revenue per customer than customers who use online casino. Non-GAAP Information This Report includes Adjusted EBITDA, which is a non-GAAP performance measure that we use to supplement our results presented in accordance with GAAP. We believe Adjusted EBITDA provides useful information to investors regarding our results of operations and operating performance, as it is similar to measures reported by our public competitors and is regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. Non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry. We define Adjusted EBITDA as net income (loss) before interest expense, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash (i.e., depreciation and amortization, and share-based compensation) or are not related to our underlying business performance (i.e., interest income or expense). We include Adjusted EBITDA because management uses it to evaluate our core operating performance and trends and to make strategic decisions regarding the distribution of capital and new investments. Management believes that Adjusted EBITDA provides investors with useful information on our past financial and operating performance, enables comparison of financial results from period-to-period where certain items may vary independent of business performance, and allows for greater transparency with respect to metrics used by our management in operating our business. Management also believes that Adjusted EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry, as this metric generally eliminates the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance. 25
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The table below presents our Adjusted EBITDA reconciled from our Net loss, the
most directly comparable GAAP measure, for the periods indicated:
Three Months Ended Nine Months Ended September 30, September 30, ($ in thousands) 2022 2021 2022 2021 Net loss
$ (22,657) $ (18,939) $ (103,273) $ (32,969)Interest expense, net 219 11 664 41 Income tax expense 1,839 1,225 6,176 3,781 Depreciation and amortization 4,039 1,007 10,066 2,595 Change in fair value of warrant liabilities - - - (41,802) Change in fair value of earnout interests liability - - - 13,740 Share-based compensation expense 4,084 4,468 11,901 20,705 Adjusted EBITDA $ (12,476) $ (12,228) $ (74,466) $ (33,909)
Key Components of Revenue and Expenses
We offer real-money online casino, online sports betting and/or retail sports betting in fourteen
U.S.states, Colombia, and since the second quarter of 2022, Ontario (Canada) and Mexico. We also provide social gaming where users can earn or purchase virtual credits to enjoy free-to-play games.
Our revenue is predominantly generated from our
remaining revenue being generated from our
We generate revenue primarily through the following offerings:
Online casino offerings typically include the full suite of games available in bricks-and-mortar casinos, such as table games (i.e., blackjack and roulette) and slot machines. For these offerings, we function similarly to bricks-and-mortar casinos, generating revenue through hold, or gross winnings, as customers play against the house. Like bricks-and-mortar casinos, there is volatility with online casino, but as the number of bets placed increases, the revenue retained from bets placed becomes easier to predict. Our experience has been that online casino revenue is less volatile than sports betting revenue. Our online casino offering consists of a combination of licensed content from leading suppliers in the industry, customized third-party games and a small number of proprietary games that we developed in-house. Third-party content is usually subject to standard revenue-sharing agreements specific to each supplier, where the supplier generally receives a percentage of the net gaming revenue generated from its casino games played on our platform. In exchange, we receive a limited license to offer the games on our platform to customers in jurisdictions where use is approved by the regulatory authorities. We generally pay much lower fees on revenue generated through our in-house developed casino games such as our multi-bet blackjack (with side bets: 21+3,
Lucky Ladies, Lucky Lucky) and single-deck blackjack, which primarily relate to hosting/remote gaming server fees and certain intellectual property license fees. Online casino revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in the progressive jackpot reserve.
Online Sports Betting
Online sports betting involves a user placing a bet on the outcome of a sporting event, a sports-related activity or a series of the same, with the chance to win a pre-determined amount, often referred to as fixed odds. Online sports betting revenue is generated by setting odds such that there is a built-in theoretical margin in each sports bet offered to customers. While sporting event outcomes may result in revenue volatility, we believe that we can achieve a long-term betting win margin. Integrated into our online sports betting platform is a third-party risk and trading platform currently provided by certain subsidiaries of Kambi Group plc. In addition to traditional fixed-odds betting, we also offer other sports betting 26
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products including in-game betting and multi-sport and same-game parlay betting. We have also incorporated live streaming of certain sporting events into our online sports betting offering. Online sports revenue is generated based on total customer bets less amounts paid to customers for winning bets, less incentives awarded to customers, plus or minus the change in unsettled sports bets.
Retail Sports Betting
We provide retail sports betting services to certain land-based partners in exchange for a monthly commission that is calculated based on the land-based retail sportsbook revenue. Services generally include ongoing management and oversight of the retail sportsbook (i.e., within a bricks-and-mortar location), technical support for such partner's customers, risk management, advertising and promotion, and support for third-party sports betting equipment. In addition, certain relationships with business partners provide us the ability to operate the retail sportsbook at the land-based partner's facility. In this scenario, revenue is generated based on total customer bets less amounts paid to customers for winning bets, less other incentives awarded to customers, plus or minus the change in unsettled retail sports bets.
We provide social gaming (where permitted) where users are given virtual credits to enjoy free-to-play games. Users who exhaust their credits can either purchase additional virtual credits from the virtual cashier or wait until their virtual credits are replenished for free. Virtual credits have no monetary value and can only be used within our social gaming platform. Our social gaming business has three main goals: building online databases in key markets ahead of and post-legalization and regulation; generating revenues; and increasing engagement and visitation to our bricks-and-mortar partner properties. Our social gaming products are a marketing tool that keeps the applicable brands present in the minds of our users and engages with users through another channel while providing the entertainment value that users seek. We also leverage our social gaming products to cross-sell to our real-money offerings in jurisdictions where real-money gaming is authorized. We recognize deferred revenue when users purchase virtual credits and revenue when the virtual credits are redeemed. We pay a percentage of the social gaming revenue derived from the sale and redemption of the virtual credits to content suppliers as well as to our land-based partners.
Costs and Expenses
Costs of Revenue. Costs of revenue consist primarily of (i) revenue share and market access fees, (ii) platform and content fees, (iii) gaming taxes, (iv) payment processing fees and chargebacks and (v) salaries, bonuses, benefits and share-based compensation for dedicated personnel. These costs are primarily variable in nature and should typically correlate with the change in revenue. Revenue share and market access fees consist primarily of amounts paid to local partners that hold the applicable gaming license, providing us the ability to offer our real-money online offerings in the respective jurisdictions. Our platform and content fees are primarily driven by costs associated with third-party casino content, sports betting trading services and certain elements of our platform technology, such as geolocation and know-your-customer. Gaming taxes primarily relate to state taxes and are determined on a jurisdiction-by-jurisdiction basis. We incur payment processing costs on customer deposits and occasionally chargebacks (i.e., when a payment processor contractually disallows customer deposits in the normal course of business). Advertising and Promotions Costs. Advertising and promotion costs consist primarily of costs associated with marketing our offerings via different channels, promotional activities and related customer acquisition costs. These costs also include salaries, bonuses, benefits and share-based compensation for dedicated personnel and are expensed as incurred. Our ability to effectively market is critical to operational success. Using experience, dynamic learnings and analytics, we leverage marketing to acquire, convert, retain and re-engage customers. We use a variety of earned media and paid marketing channels, in combination with compelling offers, brand ambassadors, proprietary content, and unique game and site features, to attract and engage customers. Furthermore, we continuously optimize our marketing spend using data collected from our operations. Our marketing spend is based on a return-on-investment model that considers a variety of factors, including the product offerings in the jurisdiction, the performance of different marketing channels, predicted lifetime value, marginal costs and expenses and behavior of customers across various product offerings. 27
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With respect to paid marketing, we use a broad array of advertising channels, including television, radio, social media platforms, sponsorships, affiliates and paid search, and other digital channels. We also use other forms of marketing and outreach, such as our social media channels, first-party websites, media interviews and other media spots and organic searches. These efforts are primarily concentrated within the specific jurisdictions where we operate or intend to operate. We believe there is significant benefit to having a flexible approach to advertising spending as we can quickly redirect our advertising spending based on dynamic testing of our advertising methods and channels.
General Administrationand Other. General administration and other expenses consist primarily of administrative personnel costs, including salaries, bonuses and benefits, share-based compensation expense for dedicated personnel, professional fees related to legal, compliance, audit and consulting services, rent and insurance costs. Depreciation and Amortization. Depreciation and amortization expense consists of depreciation on our property and equipment and amortization of intangible assets (including market access licenses, gaming jurisdictional licenses, internally developed software, trademark and developed technology) and finance lease right-of-use assets over their useful lives.
Results of Operations
The following tables set forth a summary of our consolidated results of operations for the interim periods indicated and the changes between periods. We have derived these data from our unaudited condensed consolidated financial statements included elsewhere in this Report. The results of historical periods are not necessarily indicative of the results of operations for any future period.
Comparison of the Three Months Ended
Three Months Ended September 30, Change ($ in thousands) 2022 2021 $ % Revenue
$ 148,004 $ 122,920 $ 25,08420 % Costs of revenue 103,321 81,221 22,100 27 % Advertising and promotions 45,203 46,077 (874) (2) % General administration and other 16,040 12,318 3,722 30 % Depreciation and amortization 4,039 1,007 3,032 n/m Loss from operations (20,599) (17,703) (2,896) 16 % Interest expense, net (219) (11) (208) n/m Loss before income taxes (20,818) (17,714) (3,104) 18 % Income tax expense 1,839 1,225 614 50 % Net loss $ (22,657) $ (18,939) $ (3,718)20 % *n/m means not meaningful Revenue. Revenue increased by $25.1 million, or 20%, to $148.0 millionfor the three months ended September 30, 2022as compared to $122.9 millionfor the same period in 2021. The increase was mainly due to and directly correlated with our continued growth in a majority of our existing markets, as well as our expansion into new markets such as Arizona, Connecticut, Louisiana, Maryland, New York, Ontario, Canadaand Mexico, which launched after September 30, 2021. The increase reflects higher period-over-period online casino and sports betting revenue of $22.4 millionand retail sports betting revenue of $2.7 million. Costs of Revenue. Costs of revenue increased by $22.1 million, or 27%, to $103.3 millionfor the three months ended September 30, 2022as compared to $81.2 millionfor the same period in 2021. The increase was mainly due to and directly correlated with our expansion and continued growth as noted above. Gaming taxes, operating expenses, payment processing costs and market access costs contributed $9.2 million, $4.7 million, $2.8 millionand $3.6 million, respectively, to the period-over-period increase in costs of revenue, with personnel costs contributing to the remainder of the period-over-period increase. Costs of revenue as a percentage of revenue increased to 70% for the three months ended September 30, 2022as compared to 66% for the same period in 2021. Advertising and Promotions. Advertising and promotions expense decreased by $0.9 million, or 2%, to $45.2 millionfor the three months ended September 30, 2022as compared to $46.1 millionfor the same period in 2021. The decrease was mainly due to management's continued strategy of rationalizing marketing spend as the online gaming industry 28
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continues to mature. The Company continues to focus marketing efforts and
strategies in newly entered and existing markets on increasing customer
awareness and use of our offerings. Advertising and promotions expense as a
percentage of revenue decreased to 31% for the three months ended
General Administrationand Other. General administration and other expense increased by $3.7 million, or 30%, to $16.0 millionfor the three months ended September 30, 2022as compared to $12.3 millionfor the same period in 2021. The increase was due to higher personnel and other administrative costs, which is consistent with the ongoing growth of our business. General administration and other expense as a percentage of revenue increased to 11% for the three months ended September 30, 2022as compared to 10% for the same period in 2021. Depreciation and Amortization. Depreciation and amortization expense increased by $3.0 millionto $4.0 millionfor the three months ended September 30, 2022as compared to $1.0 millionfor the same period in 2021. The increase was mainly due to additional purchases of property and equipment and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue increased to 3% for the three months ended September 30, 2022as compared to 1% for the same period in 2021. Interest Expense, Net. Interest expense, net was $0.2 millionfor the three months ended September 30, 2022as compared to less than $0.1 millionfor the same period in 2021. The increase was mainly attributable to the recognition of additional imputed interest associated with the recognition of deferred royalties and the commencement of additional finance leases relating to online gaming servers as we expand into new jurisdictions. Income Tax Expense. Income tax expense increased by $0.6 million, or 50%, to $1.8 millionfor the three months ended September 30, 2022as compared to $1.2 millionfor the same period in 2021. Income tax expense for the three months ended September 30, 2022related to profitability of our foreign operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue was 1% for the three months ended September 30, 2022and the same period in 2021.
Comparison of the Nine Months Ended
Nine Months Ended September 30, Change ($ in thousands) 2022 2021 $ %* Revenue
$ 426,678 $ 357,540 $ 69,13819 % Costs of revenue 308,061 245,668 62,393 25 % Advertising and promotions 156,794 125,836 30,958 25 % General administration and other 48,190 40,650 7,540 19 % Depreciation and amortization 10,066 2,595 7,471 288 % Loss from operations (96,433) (57,209) (39,224) 69 % Interest expense, net (664) (41) (623) n/m Change in fair value of warrant liabilities - 41,802 (41,802) (100) % Change in fair value of earnout interests liability - (13,740) 13,740 (100) % Loss before income taxes (97,097) (29,188) (67,909) 233 % Income tax expense 6,176 3,781 2,395 63 % Net loss $ (103,273) $ (32,969) $ (70,304)213 % *n/m means not meaningful. Revenue. Revenue increased by $69.1 million, or 19%, to $426.6 millionfor the nine months ended September 30, 2022as compared to $357.5 millionfor the same period in 2021. The increase was mainly due to and directly correlated with our continued growth in the majority of our existing markets, as well as our expansion into new markets such as Arizona, Connecticut, Louisiana, Maryland, New York, Ontario, Canada, and Mexicowhich launched after September 30, 2021. The increase reflects higher period-over-period online casino and sports betting revenue of $64.0 million, retail sports betting revenue of $5.5 million, which was partially offset by a decrease in social gaming revenue of $0.4 million.
Costs of Revenue. Costs of revenue increased by
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directly correlated with, our expansion and continued growth in existing and new markets as noted above. Gaming taxes, operating expenses, payment processing costs, market access costs, and personnel costs contributed
$27.8 million, $16.6 million, $9.6 million, $5.3 millionand $3.1 million, respectively. Costs of revenue as a percentage of revenue increased to 72% for the nine months ended September 30, 2022as compared to 69% for the same period in 2021. Advertising and Promotions. Advertising and promotions expense increased by $31.0 million, or 25%, to $156.8 millionfor the nine months ended September 30, 2022as compared to $125.8 millionfor the same period in 2021. The increase was mainly due to new and increased marketing efforts and strategies in newly entered and existing markets to increase customer awareness and acquisition for our offerings, such as the strategic marketing and/or sponsorship arrangements that we entered into with the NBA's New Orleans Pelicans, former Major League Baseballplayer and manager Bobby Valentine, Dan O'Toole, Bob McCown, Mike Missanelli, Joakim Noah, Mike Francesa, and podcast organizations. Advertising and promotions expense as a percentage of revenue increased to 37% for the nine months ended September 30, 2022as compared to 35% for the same period in 2021. General Administrationand Other. General administration and other expense increased by $7.5 million, or 19%, to $48.2 millionfor the nine months ended September 30, 2022as compared to $40.7 millionfor the same period in 2021. The increase was due to higher personnel and other administrative costs, which is consistent with the ongoing growth of our business. General administration and other expense as a percentage of revenue remained flat at 11% for the nine months ended September 30, 2022and 2021. Depreciation and Amortization. Depreciation and amortization expense increased by $7.5 million, or 288%, to $10.1 millionfor the nine months ended September 30, 2022as compared to $2.6 millionfor the same period in 2021. The increase was mainly due to additional purchases of property and equipment and other definite-lived intangible assets. Depreciation and amortization expense as a percentage of revenue was 2% for the nine months ended September 30, 2022as compared to 1% for the same period in 2021. Interest Expense, Net. Interest expense, net was $0.7 millionfor the nine months ended September 30, 2022as compared to less than $0.1 millionfor the same period in 2021. The increase was mainly attributable to the recognition of additional imputed interest associated with the recognition of deferred royalties and the commencement of additional finance leases relating to online gaming servers as we expand into new jurisdictions. Change in Fair Value of Warrant Liabilities. Change in fair value of warrant liabilities was nil for the nine months ended September 30, 2022as compared to $41.8 millionfor the same period in 2021. Gains and losses are primarily attributable to the remeasurement of the liability at fair value and were primarily a result of changes in the underlying price of our Class A Common Stock. The liability was fully settled as of September 30, 2021. Change in Fair Value of Earnout Interests Liability. Change in fair value of earnout interests liability was nil for the nine months ended September 30, 2022as compared to a loss of $13.7 millionfor the same period in 2021. Gains and losses are attributable to the remeasurement of the liability at fair value and were primarily a result of changes in the underlying share price of our Class A Common Stock. The liability was fully settled as of September 30, 2021. Income Tax Expense. Income tax expense increased by $2.4 million, or 63%, to $6.2 millionfor the nine months ended September 30, 2022as compared to $3.8 millionfor the same period in 2021. Income tax expense for the nine months ended September 30, 2022and 2021 related to the profitability of our foreign operations for which both current and deferred taxes are recorded. Income tax expense as a percentage of revenue was 1% for the nine months ended September 30, 2022and the same period in 2021.
Seasonality and Other Trends Impacting Our Business
Our results of operations can and generally do fluctuate due to seasonal trends and other factors such as level of customer engagement, online casino and sports betting results, foreign currency exchange rates and other factors that are outside of our control or that we cannot reasonably predict. Our quarterly financial performance depends on our ability to attract and retain customers. Customer engagement in our online offerings may vary due to, among other things, customer satisfaction with our platform and customer support services, the number and timing of sporting events, the length of professional sports seasons, our offerings and marketing efforts and those of our competitors (including those not just in the online gaming industry but also in the entertainment industry more broadly), climate and weather conditions, public sentiment, an economic downturn or other economic factors such as inflation, foreign exchange rates or economic uncertainty. As customer engagement varies, so may our quarterly financial performance. 30
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Our quarterly financial results may also be impacted by the number and amount of betting wins and losses and jackpot payouts we experience. Although our losses are limited per stake to a maximum payout in our online casino offering, when looking at bets across a period of time, these losses can be significant. As part of our online casino offering, we offer progressive jackpot games. Each time a customer plays a progressive jackpot game, we contribute a portion of the amount bet to the jackpot for that game or group of games. When a progressive jackpot is won, the jackpot is paid out and is reset to a predetermined base amount. Winning the jackpot is determined by a random mechanism. We cannot foresee when a jackpot will be won, and we do not insure against jackpot payouts. Paying the progressive jackpot decreases our cash position. Our online sports betting and retail sports betting operations experience seasonality based on the relative popularity and frequency of certain sporting events. Although sporting events occur throughout the year, our online sports betting customers are most active during the American football season as well as during the NBA and
NCAAbasketball seasons. With respect to our online sports betting and retail sports betting operations, customer activity tends to increase, and we may experience increased volatility, in connection with major sporting events such as the NFL super bowl and the NBA finals. From a legislative perspective, we are continuing to see strong momentum to legalize and regulate online sports betting in new jurisdictions in the Americas. As expected, in many cases these new jurisdictions are first trying to legalize and regulate online sports betting before considering whether to legalize and regulate online casino. However, given the tax generation success of online casino in markets where it has been legalized, we are also continuing to see strong momentum for online casino in several jurisdictions in the Americasthat are looking for additional revenue sources to fund expanding budgets. We operate within the global gaming and entertainment industry, which is comprised of diverse products and offerings that compete for consumers' time and disposable income. We face, and expect to continue to face, significant competition from other industry players both within existing and new markets including from competitors with access to more resources, existing assets such as brands or databases, or experience. Customer demands for new and innovative offerings and features require us to continue to invest in new technologies, features and content to improve the customer experience. Many jurisdictions in which we operate or intend to operate in the future have unique regulatory and/or technological requirements, which require us to have robust, scalable networks and infrastructure, and agile engineering and software development capabilities. The global gaming and entertainment industry has seen significant consolidation, regulatory change and technological development over the last few years, and we expect this trend to continue into the foreseeable future, which may create opportunities for us but may also create competitive and margin pressures. We are starting to see some other online gaming operators rationalize their marketing spend in North American jurisdictions, although their marketing spend may vary by quarter depending on, among other things, sports calendars and new market launches.
Liquidity and Capital Resources
We measure liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital and capital expenditure needs, contractual obligations and other commitments, with cash flows from operations. Our current working capital needs relate mainly to supporting our existing businesses, the growth of these businesses in their existing markets and their expansion into other geographic regions, as well as our employees' compensation and benefits. We had
$195.3 millionin cash and cash equivalents as of September 30, 2022(excluding customer cash deposits, which we segregate from our operating cash balances on behalf of our real-money customers for all jurisdictions and products). On February 22, 2021, we announced the redemption (the "Redemption") of all the Company's warrants to purchase Class A common stock ("Class A Common Stock") that were issued to third parties in connection with the initial public offering of dMY Technology Group, Inc.("dMY" and such warrants, the "Public Warrants"), which were exercisable for an aggregate of approximately 11.5 million shares of Class A Common Stock at a price of $11.50per share. During the nine months ended September 30, 2021, 11,442,389 Public Warrants were exercised at a price of $11.50per share, resulting in cash proceeds of approximately $131.6 million. We intend for the foreseeable future to continue to finance our operations without third-party debt and entirely from operating cash flows, if any, and proceeds from the Redemption. In connection with the business combination between dMY and RSILP on December 29, 2020(the "Business Combination"), we executed a Tax Receivable Agreement, dated as of December 29, 2020(the "TRA"), by and among RSI ASLP, Inc.(the "Special Limited Partner"), Rush Street Interactive, LP("RSILP"), the sellers in the Business Combination (the "Sellers") and the Sellers' representative, which generally provides that the Special Limited Partner pay 85% of certain 31
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net tax benefits, if any, that the Company and its consolidated subsidiaries, including the Special Limited Partner, realize (or in certain cases is deemed to realize) as a result of the increases in tax basis and tax benefits related to the transactions contemplated under the agreement governing the Business Combination and the exchange of certain common units in RSILP retained by the Sellers for Class A Common Stock (or cash) and tax benefits related to entering into the TRA, including tax benefits attributable to payments under the TRA. Although the actual timing and amount of any payments made under the TRA will vary, such payments may be significant. Any payments made under the TRA will generally reduce the amount of overall cash flow that might have otherwise been available to us and, to the extent that payments required under the TRA are unable to be made for any reason, the unpaid amounts generally will be deferred and will accrue interest until paid. To date, no material payments under the TRA have been made, and no material payments or accrued payments thereunder are expected in the near future as payments under the TRA are not owed until the tax benefits generated thereunder are more-likely-than-not to be realized. We expect our existing cash and cash equivalents, proceeds from the Redemption and cash flows from operations to be sufficient to fund our operating activities and capital expenditure requirements for at least the next 12 months and thereafter for the foreseeable future. It is possible that we may need additional cash resources due to changed business conditions or other developments, including unanticipated regulatory developments, significant acquisitions, partnerships or marketing initiatives, deteriorating macroeconomic conditions and competitive pressures. We expect our capital expenditures and working capital requirements to continue to increase in the immediate future to support our growth as we seek to expand our offerings across more of
North America, Latin Americaand worldwide, which will require significant investment in our online gaming platform and personnel, in particular in product development, engineering and operations roles. We also expect to increase our marketing, advertising and promotional spend in certain existing and new markets, as well as market access fees and license costs as we continue to enter into new market access arrangements with local partners in new jurisdictions. In particular, we are party to several non-cancelable contracts with vendors and licensors for marketing and other strategic partnerships, pursuant to which we are obligated to make future minimum payments under the non-cancelable terms of these contracts. To the extent that our current resources are insufficient to satisfy our cash requirements, we may need to seek additional equity or debt financing. If the needed financing is not available, or if the terms of financing are less desirable than we expect, we may be forced to decrease our level of investment in new product or service launches and related marketing initiatives or to scale back our existing operations, which could have an adverse impact on our business and financial prospects. We expect our material cash requirements during the upcoming 12-month period to include $17.0 millionof non-cancellable purchase obligations with marketing vendors, $8.5 millionof license and market access fees, and $0.9 millionof lease payments. In addition, we will continue to pursue expansion into new markets, which is expected to require significant capital investments. We have $57.6 millionof additional non-cancellable purchase obligations including obligations with marketing vendors, for license and market access fees and for lease payments subsequent to the upcoming 12-month period. Management believes our current cash holdings and, if necessary or desirable, various avenues available to pursue funding in the capital markets will suffice to fund these obligations.
September 30, 2022, we had no debt outstanding. We have an outstanding letter of credit for $1.7 millionin connection with our operations in Colombia, for which no amounts have been drawn as of September 30, 2022.
The following table shows our cash flows from operating activities, investing activities and financing activities for the nine months ended
September 30, 2022and 2021: Nine Months Ended September 30, ($ in thousands) 2022 2021 Net cash used in operating activities $ (52,623) $ (16,677)Net cash used in investing activities (20,080) (10,943) Net cash (used in) provided by financing activities (478) 126,916
Effect of exchange rate changes on cash, cash equivalents and
Net change in cash, cash equivalents and restricted cash
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Operating activities. Net cash used in operating activities for the nine months ended
September 30, 2022increased by $35.9 millionto $52.6 million, as compared to $16.7 millionduring the same period in 2021. The increase reflects a greater period-over-period net loss totaling $70.3 million, which was partially offset by an increase in non-cash expenses totaling $27.2 millionand a $7.6 milliondecrease in cash used resulting from changes in working capital. The increase in non-cash expenses was driven primarily by a lower impact of changes in fair value of warrant liabilities totaling $41.8 millionand additional depreciation and amortization totaling $7.5 million, which was partially offset by a decrease in share-based compensation expense totaling $8.8 millionand changes in fair value of earnout interests liability totaling $13.7 million. The remaining increase in other non-cash expenses totaled $0.4 million. Investing activities. Net cash used in investing activities for the nine months ended September 30, 2022increased by $9.2 millionto $20.1 million, as compared to $10.9 millionduring the same period in 2021. The increase reflects higher period-over-period cash paid for internally developed software costs totaling $9.1 million, an increase in cash paid for asset acquisitions totaling $1.5 million, an increase in property and equipment purchases totaling $0.8 million, and additional investments in long-term time deposits totaling $0.4 million, which was partially offset by a decrease in cash paid for investments in equity totaling $1.5 million, short-term advances totaling $0.8 millionand acquisition of gaming licenses totaling $0.3 million. Financing activities. Net cash used in financing activities for the nine months ended September 30, 2022was $0.5 million, while net cash provided by financing activities for the same period in 2021 was $126.9 million. The period-over-period difference reflects lower proceeds from the exercise of Public Warrants totaling $131.6 million, partially offset by less cash used for repurchases of Class A Common Stock totaling $3.5 million, principal payments of finance lease liabilities totaling $0.4 millionand distributions to non-controlling interest holders totaling $0.3 million.
Critical Accounting Policies and Estimates
We have prepared our unaudited condensed consolidated financial statements in accordance with GAAP. In doing so, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses during the reporting period. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates. Management has discussed the development, selection and disclosure of these estimates and assumptions with the Audit Committee of the Board. There were no material changes during the quarter ended
September 30, 2022, to the critical accounting policies and estimates discussed in our Annual Report. For a more complete discussion of our critical accounting policies and estimates, refer to our Annual Report.
Emerging Growth Company Accounting Election
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 ("JOBS Act") exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period. We remain an emerging growth company and are expected to continue to take advantage of the benefits of the extended transition period. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions for emerging growth companies because of the potential differences in accounting standards used.
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