Prospectus Supplement No. 3
(to Resale Prospectus dated May 25, 2021)
Registration File No. 333-252810
Prospectus Supplement No. 2
(to PIPE Resale Prospectus dated May 25, 2021)
Registration File No. 333-251390
Filed Pursuant to Rule 424(b)(3)
Rush Street
Interactive, Inc.
184,364,810 Shares
of Class A Common Stock
This Prospectus Supplement,
dated November 10, 2021, is being filed by Rush Street Interactive, Inc. (the “Company”) to update and supplement the information
contained in the Company’s (i) prospectus, dated May 25, 2021 (as amended and supplemented from time to time, the “Resale
Prospectus”), which forms a part of the Company’s Registration Statement on Form S-1 (Registration No. 333-252810), as amended
from time to time, and (ii) prospectus, dated May 25, 2021 (as amended and supplemented from time to time, the “PIPE Resale Prospectus”
and together with the Resale Prospectus, the “Prospectuses”), which forms a part of the Company’s Registration Statement
on Form S-1 (Registration No. 333-251390), as amended from time to time. This prospectus supplement is being filed to update and supplement
the information in the Prospectuses with the information contained in the Company’s Current Report on Form 8-K, filed with the Securities
and Exchange Commission (“SEC”) on November 10, 2021 (the “Current Report”). Accordingly, we have attached the
Current Report to this prospectus supplement.
The Resale Prospectus relates
to the offer and sale, from time to time, by the selling holders identified in the Resale Prospectus, or their permitted transferees,
of up to 168,321,808 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”).
The PIPE Resale Prospectus relates to the resale from time to time by the selling stockholders named in the PIPE Resale Prospectus, or
their permitted transferees, of up to 16,043,002 shares of Class A Common Stock.
This prospectus supplement
updates and supplements the information in the Prospectuses and is not complete without, and may not be delivered or utilized except in
combination with, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction
with the Prospectuses and if there is any inconsistency between the information in the Prospectuses and this prospectus supplement, you
should rely on the information in this prospectus supplement.
Our Class A Common Stock is
traded on The New York Stock Exchange under the symbol “RSI”. On November 8, 2021, the closing price of our Class A Common
Stock was $19.79 per share.
Investing in our securities
involves risks that are described in the “Risk Factors” section beginning on page 19 of the Resale Prospectus and page 18
of the PIPE Resale Prospectus, and under similar headings in any further amendments or supplements to the Prospectuses before you decide
whether to invest in the Company’s securities.
Neither the SEC nor any
state securities commission has approved or disapproved of the securities to be issued under the Prospectuses or determined if the Prospectuses
or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November
10, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 10,
2021
RUSH STREET INTERACTIVE, INC.
(Exact name of registrant as specified in its
charter)
Delaware
|
001-39232
|
84-3626708
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(IRS Employer
Identification No.)
|
900 N. Michigan Avenue, Suite 950
Chicago, Illinois 60611
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (312) 915-2815
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
|
Trading
Symbol(s)
|
|
Name of each exchange
on which registered
|
Class A common stock, par value $0.0001 per share
|
|
RSI
|
|
The New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|
Item 2.02
|
Results of Operations and Financial Condition.
|
On November 10, 2021,
Rush Street Interactive, Inc. (the “Company”) issued a press release announcing the Company’s financial results
for the third quarter ended September 30, 2021.
A copy of the Company’s
press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. The information and exhibit
contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such filing.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
Exhibit No.
|
|
Description
|
99.1
|
|
Press
Release, dated November 10, 2021, reporting financial results for the third quarter ended September 30, 2021.
|
104
|
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
|
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
RUSH STREET INTERACTIVE, INC.
|
|
|
|
|
By:
|
/s/ Kyle Sauers
|
|
|
Name: Kyle Sauers
|
|
|
Title: Chief Financial Officer
|
|
|
|
Dated: November 10,
2021
|
|
|
Exhibit 99.1
RUSH STREET INTERACTIVE ANNOUNCES THIRD QUARTER
2021 RESULTS AND
RAISES FULL YEAR 2021 GUIDANCE
- Third Quarter Revenue of $122.9 Million, up
57% Year-over-Year -
- Full Year 2021 Revenue Guidance Raised to
between $480 and $500 Million -
CHICAGO – November 10, 2021 – Rush
Street Interactive, Inc. (NYSE: RSI) (“RSI”), a leading online casino and sports betting company in the United States, today
announced financial results for the third quarter ended September 30, 2021.
Third Quarter 2021
Financial Highlights
|
•
|
Revenue was $122.9 million during the third quarter of 2021, an increase of 57%, compared to $78.2 million
during the third quarter of 2020.
|
|
•
|
Net loss was $18.9 million during the third quarter of 2021, compared to a net loss of $26.5 million during
the third quarter of 2020.
|
|
•
|
Adjusted EBITDA1 loss was $12.2 million during the third quarter of 2021, compared to
an Adjusted EBITDA of $1.0 million during the third quarter of 2020.
|
|
•
|
Adjusted advertising and promotions expense1 was $45.4 million, or 37% of revenue,
during the third quarter of 2021, compared to $17.5 million during the third quarter of 2020.
|
|
•
|
Real-Money Monthly Active Users (“MAUs”) in the United States for the third quarter of 2021
were up 26% year-over-year with average revenue per MAU (“ARPMAU”) of $380 during the third quarter of 2021.
|
|
•
|
As of September 30, 2021, RSI had $347 million of unrestricted cash and cash equivalents.
|
Richard Schwartz, Chief Executive Officer of RSI,
said, “We are very encouraged by the ongoing execution of our business strategy across the entire organization. New market access
and launches have continued to be a significant driver of our overall success. We have recently launched the PlaySugarHouse online sportsbook
and four of the fifteen planned retail sportsbooks in Connecticut. RSI is one of only three permitted operators in the state and is the
exclusive partner of the Connecticut Lottery. Additionally, we recently launched with the BetRivers brand for online sports betting in
Arizona via our partnership with the Arizona Rattlers, as well as our social gaming platform, CASINO4FUN® in Ontario which will set
the stage for future incremental revenues when the Ontario market goes live. Earlier this week, RSI was selected by the State of New York
as one of just nine operators permitted to offer mobile sports wagering in the state. Upon launch of its online sportsbook in New York,
RSI will be one of only three companies with online gaming market access in New York, New Jersey, and Connecticut. The New York City media
market, the largest media market in the nation, taps into all three states in the tri-state region, giving RSI significant long-term marketing
efficiencies.
“In addition to growing our current markets,
we have worked to expand our bet offerings to existing customers. Single-game-parlay markets are now live in all of our sports betting
states and we have launched BetRivers.com and PlaySugarHouse.com branded, live-casino studios for players in Pennsylvania and New Jersey.
Our exclusive partnership with Magic City Jai-Alai allows us to offer sports betting on the fast-action sport.”
1 This is a non G AAP financial measure.
Please see “Non GAAP Financial Measures” for more information about this non GAAP financial measure and “Reconciliations
of GAAP to Non GAAP Financial Measures” for a reconciliation of the most comparable measure calculated in accord ance with GAAP
to this non GAAP financial measure.
“Our solid execution is also being recognized
within our industry. We were recently awarded ‘Sportsbook of the Year' at the SBC Latinoamérica Awards 2021 and shortlisted
for ‘Casino Operator of the Year,’ ‘Social Operator of the Year’ and ‘Leader of the Year’ at the SBC
Awards North America to be held in early December. Additionally, in the most recent quarterly update, our BetRivers sportsbook mobile
app was rated #3 out of 35 total apps in the US Market by Eilers & Krejcik. We are thankful for the recognitions and believe that
they provide further validation of our success in providing a premier experience to our customers.”
Increasing
2021 Revenue Guidance
RSI expects
revenues for the full year ending December 31, 2021 to be between $480 and $500 million, up from its previous guidance of between
$465 and $495 million. At the midpoint of the range, revenue of $490 million represents 76% year-over-year growth when compared to $278.5
million of revenues for 2020. This increase reflects RSI’s strong results for the first
three quarters of 2021 and further anticipated growth in the fourth quarter of this year.
This range
is based on certain assumptions, including that (i) only operations in live jurisdictions as of today’s date are included, (ii)
all professional and college sports calendars that have been announced come to fruition, including the completion of their 2021 seasons,
and (iii) RSI continues to operate in markets in which it is live today.
Recent
Business Highlights
|
•
|
Launched PlaySugarHouse online sportsbook in Connecticut, along with four of the fifteen planned retail
sportsbooks, as the exclusive sportsbook partner of the Connecticut Lottery, and as one of just three permitted online operators in the
state.
|
|
•
|
Launched online sports betting in Arizona via our partnership with the Arizona Rattlers. RSI will serve
as the team’s operating partner for online sports betting, having secured one of the ten sports wagering licenses in the state.
|
|
•
|
Entered the Canadian market early with the launch of our social gaming platform, CASINO4FUN®, in the
province of Ontario at BetRivers.net.
|
|
•
|
Selected by the State of New York as one of only nine operators that are licensed to offer mobile sports
wagering in the state.
|
|
•
|
Awarded Sportsbook of the Year at the SBC Awards Latinoamérica and shortlisted for three SBC North America awards including
Casino Operator, Social Operator, and Leader of the Year.
|
|
•
|
Announced an exclusive partnership with Magic City Jai-Alai to offer sports betting on the fast-action
sport of jai alai.
|
|
•
|
Launched BetRivers.com and PlaySugarHouse.com branded, live-casino studios for players in Pennsylvania
and New Jersey.
|
|
•
|
Formed brand ambassador partnerships with tennis great and respected TV tennis analyst, James Blake, and
three-time Super Bowl champion and NFL broadcasting veteran, Mark Schlereth.
|
|
•
|
Launched “CityCasts,™”city-specific sports betting audio and video podcasts in major
cities across the U.S. for BetRivers and PlaySugarHouse brands.
|
|
•
|
Partnered with the American Gaming Association's Have A Game Plan.® Bet Responsibly.™ Campaign
focused on educating sports fans about the core principles of responsible sports betting.
|
Technology Updates
|
•
|
RSI mobile sportsbook app independently rated #3 out of 35 apps in the U.S. market in October 2021 by
Eilers & Krejcik.
|
|
•
|
Remain on track to launch our integrated iOS sportsbook-casino app by year end.
|
|
•
|
Offering single-game-parlays in all of our online sports betting jurisdictions.
|
|
•
|
Launched RushArenaTM, a proprietary multi-player tournament engine that advances the quality
of our online casino player experience.
|
Earnings Conference Call and Webcast Details
RSI will host a conference call and audio webcast
today at 5:00 p.m. Eastern Time (4:00 p.m. Central Time), during which management will discuss third quarter results and provide commentary
on business performance and its current outlook for 2021. A question-and-answer session will follow the prepared remarks.
The conference call may be accessed by dialing
1-844-200-6205 for domestic callers or +1-929-526-1599 for international callers. The conference call access code is 309541.
A live audio webcast of the earnings conference
call may be accessed on RSI’s website at ir.rushstreetinteractive.com, along with a copy of this press release and an investor slide
presentation. The audio webcast and investor slide presentation will be available on RSI’s investor relations website until at least
December 10, 2021.
About Rush Street Interactive
RSI is a trusted online gaming and sports entertainment
company focused on regulated markets in the United States and Latin America. Through its brands, BetRivers.com and PlaySugarHouse.com,
RSI was an early entrant in many regulated jurisdictions and is currently live with real-money mobile, online and/or retail operations
in twelve U.S. states: Pennsylvania, Illinois, New Jersey, New York, Connecticut, Michigan, Indiana, Virginia, Colorado, Iowa, West Virginia,
and Arizona. RSI is also active internationally, offering its online casino and sportsbook in the regulated gaming market of Colombia
on RushBet.co. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports
betting options in the United States. Founded in 2012 in Chicago by gaming industry veterans, RSI was named the 2020 Global Gaming Awards
Digital Operator of the Year and the 2021 EGR North America Awards Casino Operator of the Year, Customer Services Operator of the Year
and Social Gaming Operator of the Year. RSI is committed to industry-leading responsible gaming practices and seeks to provide its customers
with the resources and services they need to play responsibly. For more information, visit www.rushstreetinteractive.com.
Non-GAAP
Financial Measures
In
addition to providing financial measurements based on accounting principles generally accepted in the United States
(“GAAP”), this press release includes certain financial measures that are not prepared in accordance with GAAP,
including Adjusted EBITDA, Adjusted Operating Costs and Expenses, Adjusted Net Loss Per Share, Adjusted Net Loss and Adjusted
Weighted Average Common Shares Outstanding, each of which is a non-GAAP performance measure that RSI uses to supplement
its results presented in accordance with GAAP. A reconciliation of each such non-GAAP financial measure to the most directly
comparable GAAP financial measure can be found below. RSI believes that presentation of these non-GAAP financial measures provides
useful information to investors regarding RSI’s results of operations and operating performance, as they are similar to
measures reported by its public competitors and are regularly used by security analysts, institutional investors and other
interested parties in analyzing operating performance and prospects. These 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.
RSI defines
Adjusted EBITDA as net income (loss) before interest, 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 (for example, depreciation and amortization, and
share-based compensation) or are not related to our underlying business performance (for example, interest income or expense).
RSI defines
Adjusted Operating Costs and Expenses as RSI’s GAAP operating costs and expenses adjusted to exclude the impacts of share-based
compensation, certain one-time or non-recurring items and other adjustments. Adjusted Operating Costs and Expenses excludes certain expenses
that are required in accordance with GAAP because certain expenses are either non-cash (for example, share-based compensation) or
are not related to our underlying business performance.
RSI defines
Adjusted Net Loss Per Share as Adjusted Net Loss divided by Adjusted Weighted Average Common Shares Outstanding. Adjusted Net Loss is
defined as net loss attributable to Rush Street Interactive, Inc. as used in the diluted net loss per share calculation, adjusted for
the reallocation of net loss attributable to noncontrolling interests, share-based compensation, certain one-time or non-recurring items
and other adjustments. Adjusted Weighted Average Common Shares Outstanding is defined as the weighted average number of common shares
outstanding as used in the diluted net loss per share calculation, adjusted for the assumed conversion of the noncontrolling interest’s
Rush Street Interactive, LP Class A units to Class A common stock of RSI on a one-to-one-basis.
RSI includes
these non-GAAP financial measures because management uses them to evaluate RSI’s core operating performance and trends and to make
strategic decisions regarding the allocation of capital and new investments. Management believes that these non-GAAP financial measures
provide investors with useful information on RSI’s past financial and operating performance, enable comparison of financial results
from period-to-period where certain items may vary independent of business performance, and allow for greater transparency with respect
to metrics used by RSI’s management in operating our business. Management also believes these non-GAAP financial measures are useful
in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the
effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.
Key
Metrics
RSI provides
certain key metrics, including MAUs and ARPMAU, in this press release. RSI defines MAUs as the number of unique players per month who
have placed at least one real-money bet across one or more of our online casino or online sports betting offerings, and it defines ARPMAU
as average revenue for the applicable period divided by the average MAUs for the same period.
The
numbers RSI uses to calculate MAUs and ARPMAU are based on internal RSI data. While these numbers are based on what RSI believes to
be reasonable judgments and estimates of our customer base for the applicable period of measurement, there are inherent challenges
in measuring usage and engagement with respect to our online offerings across our customer base. Such challenges and limitations may
also affect RSI’s understanding of certain details of its business. In addition, RSI’s key metrics and related
estimates, including the definitions and calculations of the same, may differ from estimates published by third parties or from
similarly-titled metrics of its competitors due to differences in operations, offerings, methodology and access to information. RSI
regularly reviews, and may adjust its processes for calculating, its internal metrics to improve their accuracy.
Forward-Looking
Statements
This press
release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. RSI's actual results may differ from their expectations, estimates and projections and consequently, you
should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate,"
"project," "budget," "forecast," "anticipate," "intend," "plan," "may,"
"will," "could," "should," "believes," "predicts," "potential," "continue,"
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation,
statements regarding guidance, RSI’s future results of operations or financial condition, RSI’s strategic plans and focus,
anticipated launches of RSI’s current or new offerings in existing or future jurisdictions, player growth and engagement, product
initiatives and the objectives of management for future operations. These forward-looking statements involve significant risks and uncertainties
that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI's control and
are difficult to predict. Factors that may cause such differences include, without limitation: changes in applicable laws or regulations;
RSI’s ability to manage growth; RSI’s ability to execute our business plan and meet its projections; unanticipated product
or service delays; general economic and market conditions impacting the demand for RSI’s products and services; economic and market
conditions in the gaming, entertainment and leisure industry in the markets in which RSI operates; the potential adverse effects of the
COVID-19 pandemic on capital markets, general economic conditions, unemployment and RSI’s liquidity, operations and personnel; and
other risks and uncertainties indicated from time to time in RSI's filings with the SEC. RSI cautions that the foregoing list of factors
is not exclusive. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date
made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement
is based.
Media
Contacts:
Jonathan
Gasthalter / Carissa Felger / Nathaniel Garnick
(312)
319-9233 / (212) 257-4170
rsi@gasthalter.com
or
Lisa Johnson
(609)
788-8548
lisa@lisajohnsoncommunications.com
Investor
Contact:
ir@rushstreetinteractive.com
Rush
Street Interactive, Inc.
Consolidated
Condensed Statements of Operations and Comprehensive Loss
(Unaudited
and in thousands, except per share data)
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Revenue
|
|
$
|
122,920
|
|
|
$
|
78,237
|
|
|
$
|
357,540
|
|
|
$
|
178,452
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating costs and expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue
|
|
|
81,221
|
|
|
|
47,107
|
|
|
|
245,668
|
|
|
|
118,774
|
|
Advertising and promotions
|
|
|
46,077
|
|
|
|
17,506
|
|
|
|
125,836
|
|
|
|
33,421
|
|
General administration and other
|
|
|
12,318
|
|
|
|
39,650
|
|
|
|
40,650
|
|
|
|
114,815
|
|
Depreciation and amortization
|
|
|
1,007
|
|
|
|
452
|
|
|
|
2,595
|
|
|
|
1,368
|
|
Total operating costs and expenses
|
|
|
140,623
|
|
|
|
104,715
|
|
|
|
414,749
|
|
|
|
268,378
|
|
Loss from operations
|
|
|
(17,703
|
)
|
|
|
(26,478
|
)
|
|
|
(57,209
|
)
|
|
|
(89,926
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
(11
|
)
|
|
|
(16
|
)
|
|
|
(41
|
)
|
|
|
(101
|
)
|
Change in fair value of warrant liabilities
|
|
|
—
|
|
|
|
—
|
|
|
|
41,802
|
|
|
|
—
|
|
Change in fair value of earnout interests liability
|
|
|
—
|
|
|
|
—
|
|
|
|
(13,740
|
)
|
|
|
—
|
|
Total other income (expenses)
|
|
|
(11
|
)
|
|
|
(16
|
)
|
|
|
28,021
|
|
|
|
(101
|
)
|
Loss before income taxes
|
|
|
(17,714
|
)
|
|
|
(26,494
|
)
|
|
|
(29,188
|
)
|
|
|
(90,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense
|
|
|
1,225
|
|
|
|
—
|
|
|
|
3,781
|
|
|
|
—
|
|
Net loss
|
|
$
|
(18,939
|
)
|
|
$
|
(26,494
|
)
|
|
$
|
(32,969
|
)
|
|
$
|
(90,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to non-controlling interests
|
|
|
(13,639
|
)
|
|
|
—
|
|
|
|
(23,885
|
)
|
|
|
—
|
|
Net loss attributable to Rush Street Interactive, Inc.
|
|
$
|
(5,300
|
)
|
|
$
|
(26,494
|
)
|
|
$
|
(9,084
|
)
|
|
$
|
(90,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to Rush Street Interactive, Inc. – basic
|
|
$
|
(0.09
|
)
|
|
|
N/A
|
|
|
$
|
(0.16
|
)
|
|
|
N/A
|
|
Weighted average common shares outstanding – basic
|
|
|
59,191,384
|
|
|
|
N/A
|
|
|
|
55,148,218
|
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to Rush Street Interactive, Inc. – diluted
|
|
$
|
(0.09
|
)
|
|
|
N/A
|
|
|
$
|
(0.33
|
)
|
|
|
N/A
|
|
Weighted average common shares outstanding – diluted
|
|
|
59,191,384
|
|
|
|
N/A
|
|
|
|
56,488,691
|
|
|
|
N/A
|
|
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net loss
|
|
$
|
(18,939
|
)
|
|
$
|
(26,494
|
)
|
|
$
|
(32,969
|
)
|
|
$
|
(90,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustment
|
|
|
(168
|
)
|
|
|
(134
|
)
|
|
|
(1,060
|
)
|
|
|
(444
|
)
|
Comprehensive loss
|
|
$
|
(19,107
|
)
|
|
$
|
(26,628
|
)
|
|
$
|
(34,029
|
)
|
|
$
|
(90,471
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss attributable to non-controlling interests
|
|
|
(13,762
|
)
|
|
|
—
|
|
|
|
(24,685
|
)
|
|
|
—
|
|
Comprehensive loss attributable to Rush Street Interactive, Inc.
|
|
$
|
(5,345
|
)
|
|
$
|
(26,628
|
)
|
|
$
|
(9,344
|
)
|
|
$
|
(90,471
|
)
|
Rush
Street Interactive, Inc.
Reconciliations
of GAAP to Non-GAAP Financial Measures
(Unaudited
and in thousands)
Adjusted EBITDA:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Net loss
|
|
$
|
(18,939
|
)
|
|
$
|
(26,494
|
)
|
|
$
|
(32,969
|
)
|
|
$
|
(90,027
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net
|
|
|
11
|
|
|
|
16
|
|
|
|
41
|
|
|
|
101
|
|
Income tax expense
|
|
|
1,225
|
|
|
|
—
|
|
|
|
3,781
|
|
|
|
—
|
|
One-time payment from Affiliated casino
|
|
|
—
|
|
|
|
(9,000
|
)
|
|
|
—
|
|
|
|
(9,000
|
)
|
Depreciation and amortization
|
|
|
1,007
|
|
|
|
452
|
|
|
|
2,595
|
|
|
|
1,368
|
|
Change in fair value of warrant liability
|
|
|
—
|
|
|
|
—
|
|
|
|
(41,802
|
)
|
|
|
—
|
|
Change in fair value of earnout interests liability
|
|
|
—
|
|
|
|
—
|
|
|
|
13,740
|
|
|
|
—
|
|
Share-based compensation expense
|
|
|
4,468
|
|
|
|
36,023
|
|
|
|
20,705
|
|
|
|
103,282
|
|
Adjusted EBITDA
|
|
$
|
(12,228
|
)
|
|
$
|
997
|
|
|
$
|
(33,909
|
)
|
|
$
|
5,724
|
|
Adjusted
Operating Costs and Expenses:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
GAAP operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue
|
|
$
|
81,221
|
|
|
$
|
47,107
|
|
|
$
|
245,668
|
|
|
$
|
118,774
|
|
Advertising and promotions
|
|
|
46,077
|
|
|
|
17,506
|
|
|
|
125,836
|
|
|
|
33,421
|
|
General administration and other
|
|
|
12,318
|
|
|
|
39,650
|
|
|
|
40,650
|
|
|
|
114,815
|
|
Depreciation and amortization
|
|
|
1,007
|
|
|
|
452
|
|
|
|
2,595
|
|
|
|
1,368
|
|
Total operating costs and expenses
|
|
$
|
140,623
|
|
|
$
|
104,715
|
|
|
$
|
414,749
|
|
|
$
|
268,378
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP operating cost and expense adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue1
|
|
$
|
(298
|
)
|
|
$
|
9,000
|
|
|
$
|
(1,511
|
)
|
|
$
|
9,000
|
|
Advertising and promotions2
|
|
|
(637
|
)
|
|
|
—
|
|
|
|
(2,971
|
)
|
|
|
—
|
|
General administration and other2
|
|
|
(3,533
|
)
|
|
|
(36,023
|
)
|
|
|
(16,223
|
)
|
|
|
(103,282
|
)
|
Depreciation and amortization
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Total non-GAAP operating cost and expense adjustments
|
|
$
|
(4,468
|
)
|
|
$
|
(27,023
|
)
|
|
$
|
(20,705
|
)
|
|
$
|
(94,282
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted operating costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs of revenue
|
|
$
|
80,923
|
|
|
$
|
56,107
|
|
|
$
|
244,157
|
|
|
$
|
127,774
|
|
Advertising and promotions
|
|
|
45,440
|
|
|
|
17,506
|
|
|
|
122,865
|
|
|
|
33,421
|
|
General administration and other
|
|
|
8,785
|
|
|
|
3,627
|
|
|
|
24,427
|
|
|
|
11,533
|
|
Depreciation and amortization
|
|
|
1,007
|
|
|
|
452
|
|
|
|
2,595
|
|
|
|
1,368
|
|
Total adjusted operating costs and expenses
|
|
$
|
136,155
|
|
|
$
|
77,692
|
|
|
$
|
394,044
|
|
|
$
|
174,096
|
|
|
1
|
Non-GAAP Operating Costs and Expense Adjustments for the three
and nine months ended September 30, 2021 include Share-based compensation, while Non-GAAP
Operating Costs and Expense Adjustments for the three and nine months ended September 30, 2020 include a one-time payment from Affiliated
casino.
|
|
2
|
Share-based compensation.
|
Rush
Street Interactive, Inc.
Reconciliations
of GAAP to Non-GAAP Financial Measures
(Unaudited
and in thousands)
Adjusted
Net Loss, Adjusted Weighted Average Common Shares Outstanding and Adjusted Net Loss Per Share:
|
|
Three Months
Ended
September 30,
2021
|
|
|
Nine Months
Ended
September 30,
2021
|
|
Adjusted Net Loss
|
|
|
|
|
|
|
|
|
Net loss attributable to Rush Street Interactive, Inc. – diluted1
|
|
$
|
(5,300
|
)
|
|
$
|
(18,653
|
)
|
Adjustments:
|
|
|
|
|
|
|
|
|
Add: Net loss attributable to non-controlling interests
|
|
|
(13,639
|
)
|
|
|
(23,885
|
)
|
Less: Change in fair value of warrant liabilities attributable to noncontrolling interests
|
|
|
—
|
|
|
|
(32,233
|
)
|
Add: Change in fair value of earnout interests liability
|
|
|
—
|
|
|
|
13,740
|
|
Add: Share-based compensation expense
|
|
|
4,468
|
|
|
|
20,705
|
|
Adjusted Net Loss
|
|
$
|
(14,471
|
)
|
|
$
|
(40,326
|
)
|
|
|
|
|
|
|
|
|
|
Adjusted Weighted Average Common Shares Outstanding
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – diluted2
|
|
|
59,191,384
|
|
|
|
56,488,691
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
Add: Conversion of weighted average RSILP units to Class A Common Shares
|
|
|
159,986,105
|
|
|
|
159,335,977
|
|
Adjusted Weighted Average Common Shares Outstanding
|
|
|
219,177,489
|
|
|
|
215,824,668
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share attributable to Rush Street Interactive, Inc. – diluted:
|
|
$
|
(0.09
|
)
|
|
$
|
(0.33
|
)
|
Adjusted Net Loss per Share
|
|
$
|
(0.07
|
)
|
|
$
|
(0.19
|
)
|
|
1
|
Net loss attributable to Rush Street Interactive, Inc. – diluted for the nine months ended September 30,
2021, includes the Net loss attributable to Rush Street Interactive, Inc. adjusted for the dilutive effect of previously outstanding warrants
that were redeemed in March 2021 (i.e., the portion of the change in fair value of warrants attributed to Rush Street Interactive Inc.).
There was no dilutive effect for the three months ended September 30, 2021.
|
|
2
|
Weighted average common shares outstanding – diluted for the nine months ended September 30,
2021, includes the basic number of weighted average common shares outstanding, adjusted for the dilutive effect of previously outstanding
warrants that were redeemed in March 2021 using the Treasury Stock Method. There was no dilutive effect for the three months ended September 30,
2021.
|
Rush Street Interactive (NYSE:RSI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Rush Street Interactive (NYSE:RSI)
Historical Stock Chart
From Sep 2023 to Sep 2024