DraftKings Inc. [DKNG] Filings

10-Q 1 dkng-20240630.htm 10-Q dkng-20240630

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2024


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from__________ to ___________.

Commission file number 001-41379

DRAFTKINGS INC.

(Exact name of registrant as specified in its charter)


Nevada			87-2764212
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

222 Berkeley Street, 5th Floor

Boston, MA 02116

(Address of principal executive offices) (Zip Code)

(617) 986-6744

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report).

Securities Registered Pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

DKNG

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of July 31, 2024 there were 485,530,405 shares of the registrant’s Class A common stock, par value $0.0001 per share, and 393,013,951 shares of the registrant’s Class B common stock, par value $0.0001 per share, outstanding.

DraftKings Inc.

Quarterly Report on Form 10-Q

For the Quarter Ended June 30, 2024

Table of Contents


			Page
PART I. FINANCIAL INFORMATION			2
Item 1. Financial Statements			2
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27
Item 3. Quantitative and Qualitative Disclosures About Market Risk			37
Item 4. Controls and Procedures			37
PART II. —OTHER INFORMATION			38
Item 1. Legal Proceedings			38
Item 1A. Risk Factors			47
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			48
Item 3. Defaults Upon Senior Securities			48
Item 4. Mine Safety Disclosures			48
Item 5. Other Information			48
Item 6. Exhibits			48

PART I. - FINANCIAL INFORMATION

Item 1. Financial Statements.

DRAFTKINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands, except par value)


	June 30, 2024
	(Unaudited)		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	815,880	$	1,270,503
Restricted cash	12,844		11,700
Cash reserved for users	244,760		341,290
Receivables reserved for users	237,331		301,770
Accounts receivable	65,011		47,539
Prepaid expenses and other current assets	147,007		98,565
Total current assets	1,522,833		2,071,367
Property and equipment, net	57,425		60,695
Intangible assets, net	949,381		690,620
Goodwill	1,456,009		886,373
Operating lease right-of-use assets	89,516		93,985
Equity method investments	11,141		10,280
Deposits and other non-current assets	131,877		131,546
Total assets	$	4,218,182	$	3,944,866

Liabilities and Stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	573,512	$	639,599
Liabilities to users	720,668		851,898
Operating lease liabilities, current portion	11,482		11,499
Other current liabilities	68,078		46,624
Total current liabilities	1,373,740		1,549,620
Convertible notes, net of issuance costs	1,255,086		1,253,760
Non-current operating lease liabilities	78,162		80,827
Warrant liabilities	25,477		63,568
Long-term income tax liabilities	71,639		72,810
Other long-term liabilities	115,649		83,975
Total liabilities	$	2,919,753	$	3,104,560
Commitments and contingent liabilities (Note 5 and 12)

Stockholders' equity:
Class A common stock, $0.0001 par value; 900,000 shares authorized as of June 30, 2024 and December 31, 2023; 498,740 and 484,598 shares issued and 485,426 and 472,697 outstanding as of June 30, 2024 and December 31, 2023, respectively	$	47	$	46
Class B common stock, $0.0001 par value; 900,000 shares authorized as of June 30, 2024 and December 31, 2023; 393,014 shares issued and outstanding as of June 30, 2024 and December 31, 2023	39		39
Treasury stock, at cost; 13,314 and 11,901 shares as of June 30, 2024 and December 31, 2023, respectively	(470,094)		(412,182)
Additional paid-in capital	7,744,638		7,149,858
Accumulated deficit	(6,012,689)		(5,933,943)
Accumulated other comprehensive income	36,488		36,488
Total stockholders’ equity	$	1,298,429	$	840,306
Total liabilities and stockholders’ equity	$	4,218,182	$	3,944,866

See accompanying notes to unaudited condensed consolidated financial statements.

DRAFTKINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Amounts in thousands, except per share data)


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Revenue	$	1,104,441	$	874,927	$	2,279,437	$	1,644,579
Cost of revenue	663,414		510,323		1,373,483		1,032,063
Sales and marketing	215,676		207,487		556,375		596,620
Product and technology	92,655		89,906		181,470		177,994
General and administrative	165,084		136,256		339,335		296,732
Loss from operations	(32,388)		(69,045)		(171,226)		(458,830)
Other income (expense):
Interest income	14,212		13,411		29,279		25,206
Interest expense	(678)		(666)		(1,327)		(1,321)
Gain (loss) on remeasurement of warrant liabilities	9,791		(20,041)		(8,303)		(37,076)
Other (loss) gain, net	(446)		45		(1,181)		64
Loss before income tax (benefit) provision and loss (income) from equity method investment	(9,509)		(76,296)		(152,758)		(471,957)
Income tax (benefit) provision	(73,570)		651		(73,921)		2,019
Loss (income) from equity method investment	239		323		(91)		442
Net income (loss) attributable to common stockholders	$	63,822	$	(77,270)	$	(78,746)	$	(474,418)

Earnings (loss) per share attributable to common stockholders:
Basic	$	0.13	$	(0.17)	$	(0.17)	$	(1.03)
Diluted	$	0.10	$	(0.17)	$	(0.17)	$	(1.03)

See accompanying notes to unaudited condensed consolidated financial statements.

DRAFTKINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

(Amounts in thousands)


	Class A Common Stock			Class B Common Stock			Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Treasury Stock Amount		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balances at December 31, 2023	472,697	$	46	393,014	$	39	$	7,149,858	$	(5,933,943)	$	36,488	$	(412,182)	$	840,306
Exercise of stock options	630	—		—	—		2,857		—		—		—		2,857
Stock-based compensation expense	—	—		—	—		117,702		—		—		—		117,702
Exercise of warrants	1,002	—		—	—		46,181		—		—		—		46,181
Purchase of treasury stock	(782)	—		—	—		—		—		—		(33,499)		(33,499)
Restricted stock unit vesting	2,520	—		—	—		—		—		—		—		—
Net income (loss)		—		—	—		—		(142,568)		—		—		(142,568)
Balances at March 31, 2024	476,067	$	46	393,014	$	39	$	7,316,598	$	(6,076,511)	$	36,488	$	(445,681)	$	830,979
Exercise of stock options	257	—		—	—		2,586		—		—		—		2,586
Stock-based compensation expense	—	—		—	—		93,681		—		—		—		93,681
Exercise of warrants	6	—		—	—		217		—		—		—		217
Purchase of treasury stock	(631)	—		—	—		—		—		—		(24,413)		(24,413)
Restricted stock unit vesting	1,970	—		—	—		—		—		—		—		—
Shares issued in connection with business combinations	7,757	1		—	—		331,556		—		—		—		331,557
Net income (loss)	—	—		—	—		—		63,822		—		—		63,822
Balances at June 30, 2024	485,426	$	47	393,014	$	39	$	7,744,638	$	(6,012,689)	$	36,488	$	(470,094)	$	1,298,429


	Class A Common Stock			Class B Common Stock			Additional Paid in Capital		Accumulated Deficit		Accumulated Other Comprehensive Income		Treasury Stock Amount		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balances at December 31, 2022	450,575	$	45	393,014	$	39	$	6,750,055	$	(5,131,801)	$	36,488	$	(332,133)	$	1,322,693
Exercise of stock options	701	—		—	—		2,192		—		—		—		2,192
Stock-based compensation expense	—	—		—	—		117,400		—		—		—		117,400
Purchase of treasury stock	(1,399)	—		—	—		—		—		—		(27,358)		(27,358)
Restricted stock unit vesting	11,757	1		—	—		—		—		—		—		1
Net income (loss)	—	—		—	—		—		(397,148)		—		—		(397,148)
Balances at March 31, 2023	461,634	$	46	393,014	39		$	6,869,647	$	(5,528,949)	$	36,488	$	(359,491)	$	1,017,780
Exercise of stock options	284	—		—	—		1,144		—		—		—		1,144
Stock-based compensation expense	—	—		—	—		89,193		—		—		—		89,193
Shares issued for exercise of warrants	62	—		—	—		1,470		—		—		—		1,470
Purchase of treasury stock	(587)	—		—	—		—		—		—		(13,826)		(13,826)
Restricted stock unit vesting	1,864	—		—	—		—		—		—		—		—
Net income (loss)	—	—		—	—		—		(77,270)		—		—		(77,270)
Balances at June 30, 2023	463,257	$	46	393,014	39		$	6,961,454	$	(5,606,219)	$	36,488	$	(373,317)	$	1,018,491

See accompanying notes to unaudited condensed consolidated financial statements.

DRAFTKINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)


	Six months ended June 30,
	2024		2023
Cash Flows from Operating Activities:
Net loss attributable to common shareholders	$	(78,746)	$	(474,418)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	114,803		96,477
Non-cash interest income, net	(1,471)		(378)
Stock-based compensation expense	183,755		206,593
Loss on remeasurement of warrant liabilities	8,303		37,076
(Gain) loss from equity method investment	(91)		442
Loss on marketable equity securities and other financial assets, net	—		75
Deferred income taxes	(79,762)		1,993
Other income (expenses), net	1,920		(3,349)
Change in operating assets and liabilities, net of effect of acquisitions:
Receivables reserved for users	73,531		50,930
Accounts receivable	(14,494)		19,296
Prepaid expenses and other current assets	(22,698)		11,257
Deposits and other non-current assets	(179)		(6,237)
Operating leases, net	168		1,457
Accounts payable and accrued expenses	(82,154)		(79,933)
Liabilities to users	(148,107)		(86,027)
Long-term income tax liability	(1,171)		(575)
Other long-term liabilities	5,387		6,108
Net cash flows used in operating activities	$	(41,006)	$	(219,213)
Cash Flows from Investing Activities:
Purchases of property and equipment	(5,446)		(9,649)
Cash paid for internally developed software costs	(44,072)		(39,287)
Acquisition of gaming licenses	(12,695)		(1,959)
Proceeds from marketable equity securities and other financial assets	—		24,425
Cash paid for acquisition, net of cash acquired	(392,013)		—
Other investing activities, net	(2,308)		(482)
Net cash flows used in investing activities	$	(456,534)	$	(26,952)
Cash Flow from Financing Activities:
Proceeds from exercise of warrants	—		—
Purchase of treasury stock	(57,912)		(41,184)
Proceeds from exercise of stock options	5,443		3,336
Net cash flows used in financing activities	$	(52,469)	$	(37,848)
Net decrease in cash and cash equivalents, restricted cash, and cash reserved for users	(550,009)		(284,013)
Cash and cash equivalents, restricted cash, and cash reserved for users at the beginning of period	1,623,493		1,778,825
Cash and cash equivalents, restricted cash, and cash reserved for users at the end of period	$	1,073,484	$	1,494,812

Disclosure of cash and cash equivalents, restricted cash, and cash reserved for users
Cash and cash equivalents	$	815,880	$	1,113,715
Restricted cash	12,844		—
Cash reserved for users	244,760		381,097
Cash and cash equivalents, restricted cash, and cash reserved for users at the end of period	$	1,073,484	$	1,494,812

Supplemental Disclosure of Noncash Investing and Financing Activities:
Investing activities included in accounts payable and accrued expenses	$	1,709	$	637
Equity consideration issued in connection with acquisitions	$	331,557	$	—
Decrease of warrant liabilities from cashless exercise of warrants	$	46,398	$	1,470
Supplemental Disclosure of Cash Activities:
(Decrease) increase in cash reserved for users	$	(96,530)	$	88,556

See accompanying notes to unaudited condensed consolidated financial statements.

DRAFTKINGS INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands, except loss per share data, unless otherwise noted)

1.Description of Business

We are a digital sports entertainment and gaming company. We provide users with online sports betting (“Sportsbook”), online casino (“iGaming”) and daily fantasy sports (“DFS”) product offerings, as well as retail sportsbook, media, digital lottery and other consumer product offerings. We are also involved in the design and development of sports betting and casino gaming software for online and retail sportsbooks and iGaming operators.

In May 2018, the Supreme Court (the “Court”) struck down on constitutional grounds the Professional and Amateur Sports Protection Act of 1992, a law that prohibited most states from authorizing and regulating sports betting. As of June 30, 2024, 35 U.S. states, the District of Columbia and Puerto Rico have legalized some form of sports betting. Of those 37 legal jurisdictions, 32 have legalized online sports betting. All 32 of those jurisdictions are live, and DraftKings operates in 25 of them. As of June 30, 2024, the U.S. jurisdictions with statutes legalizing iGaming are Connecticut, Delaware, Michigan, New Jersey, Pennsylvania, Rhode Island and West Virginia.

As of June 30, 2024, we operate our Sportsbook product offering in Arizona, Colorado, Connecticut, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, New Hampshire, New Jersey, New York, North Carolina, Ohio, Oregon, Pennsylvania, Tennessee, Vermont, Virginia, West Virginia, Wyoming and Ontario, Canada, and we operate retail sportsbooks in Arizona, Colorado, Connecticut, Illinois, Iowa, Kansas, Kentucky, Louisiana, Michigan, Mississippi, New Hampshire, New Jersey and Washington. As of June 30, 2024, we operate our iGaming product offering in Connecticut, Michigan, New Jersey, Pennsylvania, West Virginia and Ontario, Canada. The Company also has arrangements in place with land-based casinos to expand operations into additional states upon the passing of relevant legislation, the issuance of related regulations and the receipt of required licenses.

2.Summary of Significant Accounting Policies and Practices

Basis of Presentation and Principles of Consolidation

These unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting. As such, certain notes or other information that are normally required by U.S. GAAP have been omitted if they substantially duplicate the disclosures contained in the Company’s annual audited consolidated financial statements. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and related notes as of and for the fiscal year ended December 31, 2023, which are included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on February 16, 2024 (the “2023 Annual Report”). These condensed consolidated financial statements are unaudited; however, in the opinion of management, they include all normal and recurring adjustments necessary for a fair presentation of the Company’s condensed consolidated financial statements for the periods presented. Results of operations reported for interim periods are not necessarily indicative of results for the entire year, due to seasonal fluctuations in the Company’s revenue as a result of the timing of various sports seasons, sporting events and other factors.

All intercompany accounts and transactions are eliminated upon consolidation. Certain amounts, which are not material, in the prior year’s consolidated financial statements have been reclassified to conform to the current year's presentation.

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, designed to improve reportable segment disclosures. The guidance expands the disclosures required for reportable segments in our annual and interim consolidated financial statements, primarily through enhanced disclosures about significant segment expenses. The standard will be effective for us beginning with our annual reporting for fiscal year 2024 and interim periods thereafter, with early adoption permitted. We are currently evaluating the impact of this standard on our segment disclosures.

In December 2023, the FASB issued ASU 2023-08, Accounting for and Disclosure of Crypto Assets (Topic 820), a new standard designed to enhance decision-useful information about such assets and to better reflect the underlying economics of

cryptocurrency transactions. The standard will be effective for fiscal year 2025 including interim periods therein, with early adoption permitted. We are currently evaluating the impact of this standard on our digital assets’ accounting and disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes—Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 modifies the rules on income tax disclosures to enhance the transparency and decision-usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The amendments are intended to address investors’ requests for income tax disclosures that provide more information to help them better understand an entity’s exposure to potential changes in tax laws and the ensuing risks and opportunities and to assess income tax information that affects cash flow forecasts and capital allocation decisions. The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. ASU 2023-09 is effective for public business entities for annual periods beginning after December 15, 2024. All entities are required to apply the guidance prospectively but have the option to apply it retrospectively. Early adoption is permitted. The Company is continuing to assess the timing of adoption and the potential impacts of ASU 2023-09.

3.Business Combinations

Acquisition of Jackpocket Inc. (“Jackpocket”)

On February 11, 2024, the Company entered into a definitive agreement (the “ Jackpocket Merger Agreement”) to acquire Jackpocket, a digital lottery app in the United States (the “Jackpocket Transaction”).

On May 22, 2024 (the “Jackpocket Closing Date”), DraftKings consummated the Jackpocket Transaction, and, under the terms of the Jackpocket Merger Agreement and subject to certain exclusions contained therein, Jackpocket stockholders received approximately $450.9 million of cash consideration and approximately $320.8 million of equity consideration.

The acquisition of Jackpocket allows DraftKings to participate in the U.S. lottery vertical with expected ancillary benefits to its Sportsbook and iGaming product offerings by enhancing customer lifetime value and customer acquisition capabilities.

Operating results for Jackpocket on and after the Jackpocket Closing Date are included in the Company’s unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2024. Because the Company is integrating Jackpocket's operations into its consolidated operating activities, the amount of revenue and earnings attributable to the Jackpocket business from the Jackpocket Closing Date through June 30, 2024, which is included within revenue and net income (loss) attributable to common stockholders in the Company’s unaudited condensed consolidated statements of operations, is impracticable to determine.

Preliminary Purchase Price Accounting for the Jackpocket Transaction

On the Jackpocket Closing Date, the Company acquired 100% of the equity interests of Jackpocket pursuant to the Jackpocket Merger Agreement. The following is a summary of the consideration issued or paid on the Jackpocket Closing Date:


Cash consideration	$	450,924
Equity consideration (1)	320,783
Total consideration	$	771,707

(1)Includes the issuance of approximately 7.5 million shares of DraftKings Inc.’s Class A common stock issued at $41.90 per share and $6.2 million of options exercisable for shares of DraftKings Inc.'s Class A common stock, which were issued to certain Jackpocket employee optionholders in exchange for their vested Jackpocket options.

The purchase price allocation for Jackpocket set forth herein is preliminary and subject to change within the measurement period, which will not extend beyond one year from the Jackpocket Closing Date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined and may include adjustments pertaining to intangible assets acquired and tax liabilities assumed, including the calculation of deferred tax assets and liabilities. Any such adjustments may be material.

The following table summarizes the preliminary fair value of the assets acquired and liabilities assumed in connection with the consummation of the Jackpocket Transaction on the Jackpocket Closing Date. The values set forth below are preliminary, pending finalization of valuation analyses:


Cash and cash equivalents	$	45,999
Cash reserved for users	23,349
Receivables reserved for users	9,092
Prepaid expenses and other current assets	4,151
Property and equipment	1,523
Intangible assets	269,736
Operating lease right-of-use assets	2,579
Deposits and other non-current assets	136
Total identifiable assets acquired	$	356,565
Liabilities assumed:
Accounts payable and accrued expenses	$	33,961
Liabilities to users	16,877
Operating lease liabilities	2,580
Other long-term liabilities	80,463
Total liabilities assumed	$	133,881
Net assets acquired (a)	$	222,684
Purchase consideration (b)	$	771,707
Goodwill (b) – (a)	$	549,023

Goodwill represents the excess of the gross consideration transferred over the difference between the fair value of the underlying net assets acquired and the underlying liabilities assumed. Qualitative factors that contribute to the recognition of goodwill include certain intangible assets that are not recognized as separate identifiable intangible assets apart from goodwill. Intangible assets not recognized apart from goodwill consist primarily of benefits from securing buyer-specific synergies that increase revenue and profits and are not otherwise available to a market participant, as well as acquiring a talented workforce and cost savings opportunities. Goodwill recognized is not deductible for tax purposes. Goodwill associated with the Jackpocket Transaction is assigned as of the Jackpocket Closing Date to the Company’s consolidated reporting unit. As Jackpocket's financial results are not material to the Company’s consolidated financial statements, the Company has elected to not include pro forma results.

Intangible Assets

Fair Value

Weighted-
Average
Useful Life

Customer Relationships

174,000

8.0 years

Developed Technology

67,000

5.0 years

Trade Name

27,000

7.0 years

Market Access

1,736

2.9 years

Total

269,736

Transaction Costs

For the three and six months ended June 30, 2024, the Company incurred $10.4 million and $15.3 million in advisory, legal, accounting and management fees in connection with the Jackpocket Transaction, respectively, which are included in general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations.

Acquisition of Sports IQ Analytics Inc. (“SIQ”)

On May 7, 2024, the Company acquired 100% of the equity interests of SIQ for a mix of cash and shares of DraftKings Inc.’s Class A common stock (the “SIQ Transaction”). The acquisition of SIQ allows DraftKings to bring further pricing and trading capabilities in-house in an effort to drive margin expansion and product differentiation. The acquired assets and assumed liabilities of SIQ were recorded at their estimated fair values. Goodwill associated with the SIQ Transaction is assigned as of the acquisition date to the Company’s consolidated reporting unit. The purchase price allocation for the SIQ Transaction is preliminary as of June 30, 2024. Goodwill recognized is not deductible for tax purposes and transaction costs were not significant. As SIQ's financial results are not material to the Company’s consolidated financial statements, the Company has elected to not include pro forma results.

4.Intangible Assets

Intangible Assets

As of June 30, 2024, intangible assets, net consists of the following:


	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Developed technology	4.3 years	$	513,622	$	(221,682)	$	291,940
Internally developed software	2.3 years	291,044		(139,765)		151,279
Gaming licenses	8.8 years	233,191		(59,024)		174,167
Customer relationships	6.3 years	443,728		(156,314)		287,414
Trademarks, tradenames and other	5.6 years	66,211		(24,514)		41,697
		$	1,547,796	$	(601,299)	$	946,497
Indefinite-lived intangible assets:
Digital assets, net of impairment	Indefinite-lived	2,884		N/A		2,884
Total		$	1,550,680	$	(601,299)	$	949,381

As of December 31, 2023, intangible assets, net consists of the following:


	Weighted-Average Remaining Amortization Period	Gross Carrying Amount		Accumulated Amortization		Net
Amortized intangible assets:
Developed technology	4.4 years	$	422,900	$	(193,247)	$	229,653
Internally developed software	2.3 years	236,644		(108,169)		128,475
Gaming licenses	10.6 years	218,760		(47,941)		170,819
Customer relationships	4.1 years	269,728		(127,862)		141,866
Trademarks and tradenames	3.3 years	37,674		(20,751)		16,923
		$	1,185,706	$	(497,970)	$	687,736
Indefinite-lived intangible assets:
Digital assets	Indefinite-lived	2,884		N/A		2,884
Total		$	1,188,590	$	(497,970)	$	690,620

Amortization expense was $56.3 million and $103.6 million for the three and six months ended June 30, 2024, respectively, and $43.0 million and $86.2 million for the three and six months ended June 30, 2023, respectively.

The table below reflects expected amortization expense for the next five years of intangible assets recorded as of June 30, 2024:


Year ending December 31,	Estimated Amortization
July 1, 2024 to December 31, 2024	$	126,133
2025	214,399
2026	176,206
2027	144,992
2028	95,251

Goodwill

The changes in the carrying amount of goodwill for the year ended December 31, 2023 and the six months ended June 30, 2024 are:


	Total
Balance as of December 31, 2022	$	886,373
Changes in Goodwill	—
Balance as of December 31, 2023	$	886,373
Goodwill resulting from acquisitions	569,636
Balance as of June 30, 2024	$	1,456,009

No impairment of goodwill was recorded in the three or six months ended June 30, 2024. As of June 30, 2024, the Company had no accumulated goodwill impairment losses.

5.Current and Long-term Liabilities

Revolving Line of Credit

On December 20, 2022, the Company entered into a loan and security agreement with Banc of California (formerly Pacific Western Bank) and Citizens Bank, as lenders (as amended, the “Credit Agreement”), which provides the Company with a revolving line of credit of up to $125.0 million (the “Revolving Line of Credit”). The Credit Agreement maturity date was extended from December 20, 2024 to December 20, 2025, effective July 31, 2024. The Credit Agreement replaced the Company’s amended and restated loan and security agreement entered into with Pacific Western Bank in October 2016, which provided a revolving line of credit of up to $60.0 million and was terminated in connection with the Company’s entry into the Credit Agreement.

Borrowings under the Credit Agreement bear interest at a variable annual rate equal to the greater of (i) 1.00% above the prime rate then in effect and (ii) 5.00%, and the Credit Agreement requires monthly, interest-only payments on any outstanding borrowings. In addition, the Company is required to pay quarterly in arrears a commitment fee equal to 0.25% per annum of the unused portion of the Revolving Line of Credit. As of June 30, 2024, the Credit Agreement provided a revolving line of credit of up to $125.0 million, and there was no principal outstanding under the Credit Agreement. Net borrowing capacity available from the Credit Agreement as of June 30, 2024 totaled $122.7 million. The Company is also subject to certain affirmative and negative covenants, including the restriction of dividends, under the Credit Agreement which the Company is in compliance with as of June 30, 2024. One such covenant involves maintaining compensating cash balances. The compensating balances may be withdrawn but the availability of the line of credit is dependent upon maintenance of such compensating balances. The performance of the Company’s obligations under the Credit Agreement are secured by a first-priority security interest on substantially all of its assets.

Convertible Notes and Capped Call Transactions

In March 2021, DraftKings Holdings Inc. (formerly DraftKings Inc.), a Nevada corporation (“Old DraftKings”), issued zero-coupon convertible senior notes in an aggregate principal amount of $1,265.0 million, which includes proceeds from the full exercise of the over-allotment option (collectively, the “Convertible Notes”). The Convertible Notes will mature on March 15, 2028 (the “Notes Maturity Date”), subject to earlier conversion, redemption or repurchase. In connection with the issuance of the Convertible Notes, Old DraftKings incurred $17.0 million of lender fees and $1.7 million of debt financing costs, which are being amortized through the Notes Maturity Date. The Convertible Notes represent senior unsecured obligations of Old DraftKings, which are being amortized through the Notes Maturity Date.

The Convertible Notes are convertible at an initial conversion rate of 10.543 shares of DraftKings Inc.’s Class A common stock per $1,000 principal amount of Convertible Notes, which is equivalent to an initial conversion price of approximately $94.85 per share of DraftKings Inc.’s Class A common stock. The conversion rate is subject to adjustment upon the occurrence of certain specified events and includes a make-whole adjustment upon early conversion in connection with a make-whole fundamental change (as defined in the indenture governing the Convertible Notes). Since the issuance of the Convertible Notes, there have been no changes to the initial conversion price.

Prior to September 15, 2027, the Convertible Notes will be convertible by the holder only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the Notes Maturity Date. Old DraftKings will satisfy any conversion election by paying or delivering, as the case may be, cash, shares of DraftKings Inc.’s Class A common stock or a combination of cash and shares of DraftKings Inc.’s Class A common stock. As of June 30, 2024, no conditions were met to allow for the conversion of the Convertible Notes by any holder.

In connection with the pricing of the Convertible Notes and the exercise of the over-allotment option to purchase additional notes, Old DraftKings entered into a privately negotiated capped call transaction (“Capped Call Transactions”). The Capped Call Transactions have a strike price of $94.85 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Convertible Notes. The Capped Call Transactions have an initial cap price of $135.50 per share, subject to certain adjustments. The Capped Call Transactions are expected generally to reduce potential dilution to DraftKings Inc.’s Class A common stock upon any conversion of Convertible Notes. As the transaction qualifies for equity classification, the net cost of $124.0 million incurred in connection with the Capped Call Transactions was recorded as a reduction to additional paid-in capital on the Company's consolidated balance sheet.

As of June 30, 2024, the Company’s convertible debt balance was $1,255.1 million, net of unamortized debt issuance costs of $9.9 million. The amortization of debt issuance costs was $0.7 million and $1.3 million for the three and six months ended June 30, 2024, respectively, and $0.7 million and $1.3 million for the three and six months ended June 30, 2023, respectively, which are included in the interest expense line-item on the Company's consolidated statements of operations. Although recorded at amortized cost on the Company’s consolidated balance sheets, the estimated fair value of the Convertible Notes was $1,046.4 million and $1,025.6 million as of June 30, 2024 and December 31, 2023, respectively, which was calculated using the estimated or actual bids and offers of the Convertible Notes in an over-the-counter market on the last business day of the period, which is a Level 1 fair value measurement.

Indirect Taxes

Taxation of e-commerce is becoming more prevalent and could negatively affect the Company’s business as it primarily pertains to DFS and its contestants. The ultimate impact of indirect taxes on the Company’s business is uncertain, as is the period required to resolve this uncertainty. The Company’s estimated contingent liability for indirect taxes represents the Company’s best estimate of tax liability in jurisdictions in which the Company believes taxation is probable. The Company frequently reevaluates its tax positions for appropriateness.

Indirect tax statutes and regulations are complex and subject to differences in application and interpretation. Tax authorities may impose indirect taxes on Internet-delivered activities based on statutes and regulations which, in some cases, were established prior to the advent of the Internet and do not apply with certainty to the Company’s business. The Company’s estimated contingent liability for indirect taxes may be materially impacted by future audit results, litigation and settlements, should they occur. The Company’s activities by jurisdiction may vary from period to period, which could result in differences in the applicability of indirect taxes from period to period.

As of June 30, 2024 and December 31, 2023, the Company’s estimated contingent liability for indirect taxes was $80.3 million and $71.2 million, respectively. The estimated contingent liability for indirect taxes is recorded within other long-term liabilities on the condensed consolidated balance sheets and general and administrative expenses on the condensed consolidated statements of operations.

Warrant Liabilities

As part of the initial public offering of Diamond Eagle Acquisition Corp. (“DEAC”) on May 14, 2019 (the “IPO”), DEAC issued 13.3 million warrants each of which entitles the holder to purchase one share of DraftKings Inc.’s Class A common stock at an exercise price of $11.50 per share (the “Public Warrants”). Simultaneously with the closing of the IPO, DEAC completed the private sale of 6.3 million warrants to DEAC’s sponsor (the “Private Warrants”), each of which entitles the holder to purchase one share of DraftKings Inc.’s Class A common stock at an exercise price of $11.50 per share. As of June 30, 2024, there were no Public Warrants outstanding and 0.4 million Private Warrants outstanding. On May 5, 2022 (the “GNOG Closing Date”), DraftKings Inc. (formerly New Duke Holdco, Inc.) consummated the acquisition of Golden Nugget Online Gaming, Inc., a Delaware corporation, pursuant to a definitive agreement and plan of merger, dated August 9, 2021, in an all-stock transaction (the “GNOG Transaction”). On the GNOG Closing Date, in connection with the consummation of the GNOG Transaction, Old DraftKings entered into an assignment and assumption agreement (the “Old DraftKings Warrant Assignment Agreement”) with DraftKings Inc., Computershare Trust Company, N.A. and Computershare Inc. (together, “Computershare”), pursuant to which Old DraftKings assigned to DraftKings Inc. all of its rights, interests and obligations under the warrant agreement, dated as of May 10, 2019 (the “Old DraftKings Warrant Agreement”), by and between DEAC and Continental Stock Transfer & Trust Company, as warrant agent, as assumed by Old DraftKings and assigned to Computershare by that certain assignment and assumption agreement, dated as of April 23, 2020, governing Old DraftKings’ outstanding Private Warrants, on the terms and conditions set forth in the Old DraftKings Warrant Assignment Agreement. In connection with the consummation of the GNOG Transaction and pursuant to the Old DraftKings Warrant Assignment Agreement, each of the outstanding Private Warrants became exercisable for one share of DraftKings Inc. Class A common stock on the existing terms and conditions, except as otherwise described in the Old DraftKings Warrant Assignment Agreement.

In addition, on the GNOG Closing Date, in connection with the consummation of the GNOG Transaction, the Company assumed an additional 5.9 million warrants, each of which entitled the holder to purchase one share of GNOG’s Class A common stock at an exercise price of $11.50 per share (the “GNOG Private Warrants”). Effective as of the consummation of the GNOG Transaction, each of the outstanding GNOG Private Warrants became exercisable for 0.365 of a share of DraftKings Inc.'s Class A common stock, or approximately 2.1 million shares of DraftKings Inc.’s Class A common stock in the aggregate, on the existing terms and conditions of such GNOG Private Warrants, except as otherwise described in the assignment and assumption agreement relating to the GNOG Private Warrants entered into on the GNOG Closing Date. As of June 30, 2024, there were 2.9 million GNOG Private Warrants outstanding, convertible into approximately 1.1 million shares of DraftKings Inc.'s Class A common stock.

The Company classifies the Public Warrants, the Private Warrants and the GNOG Private Warrants pursuant to Accounting Standards Codification Topic 815, Derivatives and Hedging, as derivative liabilities with subsequent changes in their respective fair values recognized in its consolidated statement of operations at each reporting date. As of June 30, 2024, the fair value of the Company’s warrant liability was $25.5 million.

Due to fair value changes, the Company recorded a gain on the remeasurement of its warrant liabilities of $9.8 million for the three months ended June 30, 2024 and a loss of $20.0 million for the three months ended June 30, 2023. During the six months ended June 30, 2024 and 2023, the Company recorded losses on the remeasurement of its warrant liabilities of $8.3 million and $37.1 million, respectively.

During the three and six months ended June 30, 2024, 0.1 million and 1.0 million Private Warrants were exercised, respectively. There were no GNOG Private Warrants exercised during the three months ended June 30, 2024, and 2.9 million GNOG Private Warrants were exercised during the six months ended June 30, 2024. These GNOG Private Warrants exercises resulted in the issuance of approximately 1.1 million shares of DraftKings Inc. Class A common stock as some were exercised on a cashless basis.

6.Fair Value Measurements

Certain assets and liabilities are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value and nonrecurring fair value measurements are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•Level 1 — Quoted prices in active markets for identical assets or liabilities.

•Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The following tables set forth the fair value of the Company’s financial assets and liabilities measured at fair value as of June 30, 2024 and December 31, 2023 based on the three-tier fair value hierarchy:


	June 30, 2024
	Level 1		Level 2			Level 3			Total
Assets
Other current assets:
Digital assets held for users	$	—	$	68,078	(2)	$	—		$	68,078
Other non-current assets:
Derivative instruments	—		—			19,999		(4)	19,999
Equity securities	—		13,533		(3)	—			13,533
Total	$	—	$	81,611		$	19,999		$	101,610

Liabilities
Other current liabilities:
Digital assets held for users	$	—	$	68,078	(2)	$	—		$	68,078
Warrant liabilities	—		25,477		(5)	—			25,477
Other long-term liabilities						21,130		(6)	21,130
Total	$	—	$	93,555		$	—		$	114,685


	December 31, 2023
	Level 1			Level 2			Level 3			Total
Assets
Cash equivalents:
Money market funds	$	250,055	(1)	$	—		$	—		$	250,055
Other current assets:
Digital assets held for users	—			46,624		(2)	—			46,624
Other non-current assets:
Derivative instruments	—			—			19,999		(4)	19,999
Equity securities	—			13,533		(3)	—			13,533
Total	$	250,055		$	60,157		$	19,999		$	330,211

Liabilities
Other current liabilities:
Digital assets held for users	$	—		$	46,624	(2)	$	—		$	46,624
Warrant liabilities	—			63,568		(5)	—			63,568
Total	$	—		$	110,192		$	—		$	110,192

(1)Represents the Company’s money market funds, which are classified as Level 1 because the Company measures these assets to fair value using quoted market prices.

(2)Represents the asset and liability balance for the digital assets held by the Company for its users, which are classified as Level 2 because the Company measures these digital assets to fair value using latest transaction price for similar transactions.

(3)Represents the Company’s non-marketable equity securities, which are classified as Level 2 because the Company measures these assets to fair value using observable inputs for similar investments of the same issuer. The Company has elected the remeasurement alternative for these assets.

(4)Represents the Company’s derivative instruments held in other public and privately held entities. The Company measures these derivative instruments to fair value using option pricing models and, accordingly, classifies these assets as Level 3. There were no new Level 3 derivative instruments sold, purchased by or issued to the Company during the six months ended June 30, 2024. The table below includes a range and an average weighted by relative fair value of the significant unobservable inputs used to measure these Level 3 derivative instruments to fair value. A change in these significant unobservable inputs might result in a significantly higher or lower fair value measurement at the reporting date. Changes to fair value of these instruments are recorded in Other (loss) income, net on the consolidated statements of operations and loss (gain) on marketable equity securities and other financial assets, net in the consolidated statement of cash flows.


	June 30, 2024	December 31, 2023
Significant Unobservable Input of Level 3 Investments	Range (Weighted Average)	Range (Weighted Average)
Underlying stock price	$12.79 - $19.80 ($19.41)	$12.79 - $19.80 ($19.41)
Volatility	75.0% - 80.0% (79.7%)	75.0% - 80.0% (79.7%)
Risk-free rate	1.3% - 4.2% (4.0%)	1.3% - 4.2% (4.0%)

(5)The Company measures its Private Warrants and the GNOG Private Warrants to fair value using a binomial lattice model or a Black-Scholes model, where appropriate, with the significant assumptions being observable inputs and, accordingly, classifies these liabilities as Level 2. Key assumptions used in the valuation of the Private Warrants and GNOG Private Warrants include term, risk free rate and volatility.

(6)Represents the contingent consideration issuable to former SIQ securityholders in connection with the SIQ Transaction upon the achievement of certain performance targets. The Company measures this contingent consideration at fair value using a Monte Carlo simulation in an option pricing framework and, accordingly, classifies these liabilities as Level 3. The significant unobservable inputs used to measure the fair value include a revenue risk premium of 5.1%, revenue volatility of 17.3%, operational leverage ratio of 70.0%, as well as management judgment regarding the probability of achieving a future performance target. A change in these significant unobservable inputs might result in a significantly higher or lower fair value measurement at the reporting date. Changes to fair value of these instruments are recorded in Other (loss) gain, net on the consolidated statements of operations.

7.Revenue Recognition

Deferred Revenue

The Company includes deferred revenue within accounts payable and accrued expenses and liabilities to users in the condensed consolidated balance sheets. The deferred revenue balances were as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Deferred revenue, beginning of the period	$	128,869	$	132,213	$	174,212	$	133,851
Deferred revenue, end of the period	$	117,490	$	105,478	$	117,490	$	105,478
Revenue recognized in the period from amounts included in deferred revenue at the beginning of the period	$	103,033	$	92,764	$	168,604	$	127,758

Deferred revenue primarily represents contract liabilities related to the Company’s obligation to transfer future value in relation to in period transactions in which the Company has received consideration. These obligations are primarily related to incentive programs and wagered amounts associated with unsettled or pending outcomes that fluctuate based on volume of activity. Such obligations are recognized as liabilities when awarded to users and are recognized as revenue when those liabilities are later resolved, often within the following year.

Revenue Disaggregation

Disaggregation of revenue for the three and six months ended June 30, 2024 and 2023 is as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Online gaming	$	1,087,327	$	849,839	$	2,239,513	$	1,585,028
Gaming software	3,618		8,581		9,849		17,191
Other	13,496		16,507		30,075		42,360
Total Revenue	$	1,104,441	$	874,927	$	2,279,437	$	1,644,579

Online gaming includes online Sportsbook, iGaming, digital lottery, and DFS, which have certain similar attributes and patterns of recognition. Other revenue primarily includes media, retail sportsbooks and other consumer product offerings. The opening and closing balances of the Company's accounts receivable from contracts with customers were $47.5 million and $65.0 million for the six months ended June 30, 2024, respectively, and $160.1 million and $109.2 million for the six months ended June 30, 2023, respectively.

8.Stock-Based Compensation

The Company has historically issued three types of stock-based compensation: time-based awards, long-term incentive plan (“LTIP”) awards and performance-based stock compensation plan (“PSP”) awards. Time-based awards are equity awards that tie vesting to length of service with the Company and generally vest over a four-year period in annual and/or quarterly installments. LTIP awards are performance-based equity awards that are used to establish longer-term performance objectives and incentivize management to meet those objectives. PSP awards are performance-based equity awards which establish performance objectives related to one or two particular fiscal years. LTIP awards generally vest when revenue and/or Adjusted EBITDA targets are achieved amongst other conditions, while PSP awards generally vest upon achievement of revenue and/or Adjusted EBITDA targets and have a range of payouts amongst other conditions. All stock-based compensation awards expire seven to ten years after the grant date thereof.

The following table shows restricted stock unit (“RSU”) and stock option activity for the six months ended June 30, 2024:


	Time-Based		PSP		LTIP		Total	Weighted Average Exercise Price of Options		Weighted Average FMV of RSUs
	Options	RSUs	Options	RSUs	Options	RSUs
Outstanding at December 31, 2023	10,360	17,881	1,389	13,809	10,506	1,255	55,200	$	7.10	$	21.01
Granted	561	6,284	—	1,361	—	—	8,206	26.22		43.54
Exercised options / vested RSUs	(655)	(4,229)	(2)	—	(230)	(261)	(5,377)	10.08		26.16
Change in awards due to performance-based multiplier	—	—	—	—	—	—	—	—		—
Forfeited	—	(864)	—	(271)	—	(93)	(1,228)	—		24.20
Outstanding at June 30, 2024	10,266	19,072	1,387	14,899	10,276	901	56,801	$	7.63	$	27.22

As of June 30, 2024, total unrecognized stock-based compensation expense of $750.6 million related to granted and unvested stock-based compensation arrangements is expected to be recognized over a weighted-average period of 2.7 years. The following tables shows stock compensation expense for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30, 2024						Three Months Ended June 30, 2023
	Options		RSUs		Total		Options		RSUs		Total
Time-based (1)	$	7,934	$	43,740	$	51,674	$	2,546	$	38,752	$	41,298
PSP (2)	—		37,449		37,449		—		35,872		35,872
LTIP (2)	—		1,097		1,097		—		12,023		12,023
Total	$	7,934	$	82,286	$	90,220	$	2,546	$	86,647	$	89,193


	Six Months Ended June 30, 2024						Six Months Ended June 30, 2023
	Options		RSUs		Total		Options		RSUs		Total
Time-based (1)	$	9,978	$	82,797	$	92,775	$	6,390	$	83,559	$	89,949
PSP (2)	—		89,801		89,801		—		59,887		59,887
LTIP (2)	—		1,179		1,179		—		56,757		56,757
Total	$	9,978	$	173,777	$	183,755	$	6,390	$	200,203	$	206,593

(1) Time-based awards vest and are expensed over a defined service period.

(2) PSP and LTIP awards vest based on defined performance criteria and are expensed based on the probability of achieving such criteria.

9.Income Taxes

The Company’s (benefit) provision for income taxes for the three and six months ended June 30, 2024 and 2023 is as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Income tax (benefit) provision	$	(73,570)	$	651	$	(73,921)	$	2,019

The effective tax rates for the three months ended June 30, 2024 and 2023 were 773.6% and (0.9)%, respectively, and the effective tax rates for the six months ended June 30, 2024 and 2023 were 48.4% and (0.4)%, respectively. The difference between the Company’s effective tax rates for the three and six month periods in 2024 and 2023 and the U.S. statutory tax rate of 21% was primarily due to a valuation allowance related to the Company’s deferred tax assets, offset partially by current state tax and current foreign tax. Additionally, the Company recorded a discrete income tax benefit of $75.8 million during the second quarter of 2024, which was attributable to non-recurring partial releases of the Company's U.S. valuation allowance as a result of the purchase accounting for Jackpocket. The Company regularly evaluates the realizability of its deferred tax assets and establishes a valuation allowance if it is more likely than not that some or all of the deferred tax assets will not be realized.

10.Earnings (Loss) Per Share

The table below reconciles basic and diluted earnings per share of the Company's Class A common stock for the periods presented:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Numerator:
Net income (loss) attributable to common stockholders – basic	$	63,822	$	(77,270)	$	(78,746)	$	(474,418)
Gain on remeasurement of warrant liabilities	(9,791)		—		—		—
Net income (loss) attributable to common stockholders – diluted	$	54,031	$	(77,270)	$	(78,746)	$	(474,418)
Denominator:
Weighted-average Class A common stock outstanding – basic	479,307		462,432		476,788		458,910
Weighted-average diluted impact of options and RSUs (1)	25,616		—		—		—
Weighted-average diluted impact of convertible notes (2)	13,337		—		—		—
Weighted-average diluted impact of warrant liabilities (1)	525		—		—		—
Weighted-average Class A common stock outstanding – diluted	518,785		462,432		476,788		458,910

Anti-dilutive securities excluded from the calculation of diluted earnings per share	282		N/A		N/A		N/A
Basic earnings per share attributable to common stockholders:	$	0.13	$	(0.17)	$	(0.17)	$	(1.03)
Diluted earnings per share attributable to common stockholders:	$	0.10	$	(0.17)	$	(0.17)	$	(1.03)

(1) Calculated using the treasury stock method

(2) Calculated using the if-converted method

There were no preferred or other dividends declared for the three and six months ended June 30, 2024. The below table includes the total securities potentially dilutive for the six month period ending June 30, 2024 and the three and six month period ending June 30, 2023 which have been excluded from the computation of diluted earnings (loss) per share as their effect is anti-dilutive.


	June 30, 2024	June 30, 2023
Class A common stock resulting from exercise of all warrants	1,441	3,648
Stock Options and RSUs	56,801	66,009
Convertible notes	13,337	13,337
Total	71,579	82,994

11.Related-Party Transactions

Receivables from Equity Method Investments

The Company provides office space and general operational support to DKFS, LLC, an equity-method affiliate. The operational support is primarily in the form of general and administrative services. There were no receivables related to these services as of June 30, 2024 or December 31, 2023. The Company has also committed to invest up to $17.5 million into DBDK Venture Fund I, LP, a Delaware limited partnership and a subsidiary of DKFS, LLC. As of June 30, 2024, the Company had invested a total of $8.4 million of the total commitment.

Transactions with a Former Director and their Immediate Family Members

For the three and six months ended June 30, 2024, the Company had no sales to entities owned by an immediate family member of a former director of the Company. For the three and six months ended June 30, 2023, the Company had $0.5 million and $1.2 million in sales, respectively, to entities owned by an immediate family member of a former director of the Company. The Company had no associated accounts receivable balance as of June 30, 2024 or December 31, 2023.

Aircraft

On each of March 30, 2024 and 2023, the Company renewed a one-year lease of an aircraft from an entity controlled by Mr. Robins, pursuant to which Mr. Robins’ entity leased the aircraft to the Company for $0.6 million for a one-year period (the “Aircraft Leases”). The Company covered all operating, maintenance and other expenses associated with the aircraft. The audit and compensation committees of the Company’s Board of Directors approved this arrangement, as well as the Aircraft Leases, based on, among other things, the requirements of the overall security program that Mr. Robins and his family fly private and the committees' assessment that such an arrangement is more efficient and flexible and better ensures safety, confidentiality and privacy. During the three and six months ended June 30, 2024, the Company incurred $0.1 million and $0.3 million of expense under the Aircraft Leases as well as $0.3 million for upgrades related to the aircraft. During the three and six months ended June 30, 2023, the Company incurred $0.1 million and $0.3 million of expense under the Aircraft Leases, respectively.

12.Leases, Commitments and Contingencies

Leases

The Company leases corporate office facilities, data centers, and motor vehicles under operating lease agreements. Some of the Company’s leases include one or more options to renew. For a majority of the Company’s leases, it does not assume renewals in its determination of the lease term as the renewals are not deemed to be reasonably assured. The Company’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants. As of June 30, 2024, the Company’s lease agreements typically have terms not exceeding ten years.

Payments under the Company’s lease arrangements may be fixed or variable, and variable lease payments primarily represent costs related to common area maintenance and utilities. The components of lease expense are as follows:


	Three months ended June 30,				Six months ended June 30,
	2024		2023		2024		2023
Operating lease cost	$	5,042	$	3,490	$	9,870	$	8,519
Short term lease cost	—		530		343		1,861
Variable lease cost	422		1,714		1,938		2,832
Sublease income	—		(231)		—		(468)
Total lease cost	$	5,464	$	5,503	$	12,151	$	12,744

Supplemental cash flow and other information for the six months ended June 30, 2024 and 2023 related to operating leases was as follows:


	Six months ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	4,527	$	6,123
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,579	$	366

The weighted-average remaining lease term and weighted-average discount rate for the Company’s operating leases were 6.9 years and 6.5% as of June 30, 2024. The Company calculated the weighted-average discount rates using incremental borrowing rates, which equal the rates of interest that it would pay to borrow funds on a fully collateralized basis over a similar term.

Maturities of lease liabilities are as follows:


	Years Ending December 31,
From July 1, 2024 to December 31, 2024	$	8,655
2025	15,288
2026	14,720
2027	15,565
2028	16,246
Thereafter	39,685
Total undiscounted future cash flows	110,159
Less: Imputed interest	(20,515)
Present value of undiscounted future cash flows	$	89,644

Other Contractual Obligations and Contingencies

The Company is a party to several non-cancelable contracts with vendors where the Company is obligated to make future minimum payments under the terms of these contracts as follows:


	Years Ending December 31,
From July 1, 2024 to December 31, 2024	$	249,782
2025	380,681
2026	215,761
2027	120,668
2028	86,952
Thereafter	181,979
Total	$	1,235,823

Surety Bonds

As of June 30, 2024, the Company has been issued $265.0 million in surety bonds at a combined annual premium cost of 0.4%, which are held for certain regulators’ use and benefit in order for the Company to satisfy state license requirements. There have been no claims against such bonds and the likelihood of future claims is remote.

Contingencies

From time to time, and in the ordinary course of business, the Company may be subject to certain claims, charges and litigation concerning matters arising in connection with the conduct of the Company’s business activities.

Interactive Games LLC

On June 14, 2019, Interactive Games LLC filed suit against the Company in the U.S. District Court for the District of Delaware, alleging that our Daily Fantasy Sports product offering infringes two patents and the Company’s Sportsbook product offering infringes two different patents. On April 9, 2024, Interactive Games LLC dismissed the lawsuit without prejudice.

Winview Inc.

On July 7, 2021, Winview Inc., a Delaware corporation, filed suit against the Company in the U.S. District Court for the District of New Jersey, which was subsequently amended on July 28, 2021, alleging that our Sportsbook product offering infringes two patents, our Daily Fantasy Sports product offering infringes one patent, and that our Sportsbook product offering and Daily Fantasy Sports product offering infringe another patent. On November 15, 2021, Winview Inc. filed a second amended complaint (the “SAC”), adding as defendants DK Crown Holdings Inc. (“DK DE”) and Crown Gaming Inc., a Delaware corporation, which are wholly-owned subsidiaries of the Company. The SAC largely repeats the allegations of the first amended complaint.

The Company intends to vigorously defend this case. In the event that a court ultimately determines that the Company is infringing the asserted patents, it may be subject to substantial damages, which may include treble damages and/or an injunction that could require the Company to modify certain features that we currently offer.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this proceeding will have a material adverse effect on the Company's financial condition, although the outcome could be material to the Company's operating results for any particular period, depending, in part, upon the operating results for such period.

Securities Matters Arising From the Hindenburg Report and Related Matters

Beginning on July 9, 2021, the Company received subpoenas from the SEC seeking documents concerning, among other things, allegations concerning SBTech that were contained in a report published about the Company on June 15, 2021 by Hindenburg Research, as well as the Company’s adherence to and disclosures regarding its compliance policies and procedures, and related matters. The Company intends to comply with the related requests and is cooperating with the SEC’s ongoing inquiry.

The Company cannot predict with any degree of certainty the outcome of the SEC matter or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in the SEC matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of the SEC matter will have a material adverse effect on the Company’s financial condition, although the outcome could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

Matters Related to the GNOG Transaction

On August 12, 2022, a putative class action was filed in Nevada state District Court in Clark County against Golden Nugget Online Gaming, Inc. (“GNOG Inc.”), the Company and one of its officers and two affiliates, as well as former officers or directors and the former controlling stockholder of GNOG Inc. and Jefferies LLC. The lawsuit asserts claims on behalf of a putative class of former minority stockholders of GNOG Inc. alleging that certain former officers and directors of GNOG Inc. and its former controlling stockholder (Tilman Fertitta and/or Fertitta Entertainment, Inc.) breached their fiduciary duties to minority stockholders of GNOG Inc. in connection with the GNOG Transaction, and the other defendants aided and abetted the alleged breaches of fiduciary duty.

On September 9, 2022, two similar putative class actions were filed in the Delaware Court of Chancery against former directors of GNOG Inc. and its former controlling stockholder, one of which also names the Company and Jefferies Financial Group, Inc. as defendants. These pending actions in Delaware assert substantially similar claims on behalf of a putative class of former minority stockholders of GNOG Inc. alleging that certain former officers and directors of GNOG Inc. and its former controlling stockholder (Tilman Fertitta) breached their fiduciary duties to minority stockholders of GNOG Inc. in connection with the GNOG Transaction, and one of the actions also alleges that the Company aided and abetted the alleged breaches of fiduciary duty. On October 12, 2022, the Delaware Court of Chancery consolidated these two actions under the caption In re Golden Nugget Online Gaming, Inc. Stockholders Litigation. At a mediation held on January 24, 2024, the parties reached an agreement in principle to settle the Delaware action, which was reflected in a written settlement agreement, dated March 1, 2024. On July 9, 2024, the Delaware Court entered its Order and Final Judgment approving the settlement and dismissing the action. The deadline to file an appeal is August 8, 2024. If no appeal is filed on or before that date, the Order and Final Judgment dismissing the action becomes final. The estimated loss was accrued as of December 31, 2023 in the accounts payable and accrued expenses line-item on the consolidated balance sheet.

The Company intends to vigorously defend the Nevada action. The Company cannot predict with any degree of certainty the outcome of the Nevada action or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss of the Nevada action. Any adverse outcome in the Nevada action could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of the Nevada action will have a material adverse effect on the Company's financial condition, although the outcome could be material to the Company's operating results for any particular period, depending, in part, upon the operating results for such period.

AG 18, LLC d/b/a/ Arrow Gaming

On August 19, 2021, AG 18, LLC d/b/a/ Arrow Gaming (“Arrow Gaming”) filed a complaint against the Company in the United States District Court for the District of New Jersey alleging that the Company's DFS and Casino product offerings infringe four patents. On October 12, 2021, Arrow Gaming filed an amended complaint to add one additional patent. On December 20, 2021, Arrow Gaming filed a second amended complaint adding new allegations with respect to alleged willful infringement.

Beteiro, LLC

On November 22, 2021, Beteiro, LLC filed a complaint against the Company in the United States District Court for the District of New Jersey alleging that the Company’s Sportsbook and Casino product offerings infringe four patents.

Diogenes Ltd. & Colossus (IOM) Ltd.

On December 1, 2021, Diogenes Ltd. & Colossus (IOM) Ltd. (“Colossus”), filed a complaint against the Company in the United States District Court for the District of Delaware alleging that the Company’s Sportsbook product offering infringes seven patents. Colossus amended its complaint on February 7, 2022 to, among other things, add one additional patent.

Steiner

Nelson Steiner filed suit against the Company and FanDuel Inc. in Florida state court on November 9, 2015. The action was subsequently transferred to In Re: Daily Fantasy Sports Litigation (Multi-District Litigation) (the “MDL”), and Mr. Steiner’s action was consolidated into the MDL’s amended complaint, which, in February 2016, consolidated numerous actions (primarily purported class actions) filed against the Company, FanDuel, and other related parties in courts across the United States. By June 23, 2022, the MDL was resolved, except for Mr. Steiner’s action, and the court officially closed the MDL docket on July 8, 2022.

Mr. Steiner brings this action as a concerned citizen of the state of Florida alleging that, among other things, defendants’ daily fantasy sports contests are illegal gambling under the state laws of Florida and seeks disgorgement of “gambling losses” purportedly suffered by Florida citizens on behalf of the state. On June 23, 2022, the MDL court remanded Mr. Steiner’s action to the Circuit Court for Pinellas County, Florida. Plaintiff has not yet filed an amended pleading.

The Company intends to vigorously defend this suit. Any adverse outcome in this matter could be subject the Company to substantial damages and it could be restricted from offering DFS contests in Florida. The Company cannot provide any assurance as to the outcome of this matter.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of this matter will have a material adverse effect on Company’s financial condition, although the outcome could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

Turley

On January 9, 2023, Simpson G. Turley, individually and on behalf of all others similarly situated, filed a purported class action against the Company in the United States District Court for the District of Massachusetts. Plaintiff alleges, among other things, that he was a contestant in the Company’s daily fantasy showdown contest for the January 2, 2023, NFL game between the Cincinnati Bengals and the Buffalo Bills (the “Bengals-Bills Game”). The Bengals-Bills Game was postponed and eventually cancelled due to Damar Hamlin collapsing during the game. Plaintiff alleges that he was winning prizes in multiple showdown contests at the point in time that the Bengals-Bills Game was cancelled (with 5:58 remaining in the first quarter). Plaintiff alleges that, instead of paying out the prize money, the Company refunded entry fees to contestants that entered showdown or flash draft fantasy contests. On May 8, 2023, plaintiff Turley and a new plaintiff (Erik Ramos) filed a First Amended Class Action Complaint. The plaintiffs assert claims for breach of contract, unfair and deceptive acts and practices, false advertising, and unjust enrichment. Among other things, plaintiffs seek statutory damages, monetary damages, punitive damages, attorney fees and interest. On March 29, 2024, the court granted DraftKings’ motion to dismiss plaintiffs’ complaint with prejudice.

Securities Matters Arising From DraftKings Marketplace and Related Matters

On March 9, 2023, a putative class action was filed in Massachusetts federal court by alleged purchasers of non-fungible tokens (“NFTs”) on the DraftKings Marketplace (“DK Marketplace”). The complaint asserts claims for violations of federal and state securities laws against the Company and three of its officers on the grounds that, among other things, the NFTs that are sold and traded on the DK Marketplace allegedly constitute securities that were not registered with the SEC in accordance with federal and Massachusetts law, and that the DK Marketplace is a securities exchange that is not registered in accordance with federal and Massachusetts law. Based on these allegations, plaintiff brings claims seeking rescissory damages and other relief on behalf of himself and a putative class of persons who purchased NFTs on the DK Marketplace between August 11, 2021 and the present. The Company intends to vigorously defend this matter.

Beginning in July 2023, the Company received a subpoena from the Securities Division of the Office of the Secretary of the Commonwealth of Massachusetts and the United States Securities and Exchange Commission seeking documents and/or requesting answers to interrogatories concerning, among other things, DK Marketplace NFTs that are sold on DK Marketplace, the blockchain on which the NFTs were minted and digital assets and validator nodes associated with that blockchain, and related matters. We intend to comply with these requests.

The Company cannot predict with any degree of certainty the outcome of these matters or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in these matters could expose the Company to substantial damages, penalties and/or require alterations to the Company’s business that may have a material adverse impact on the Company’s operations and cash flows.

Despite the potential for significant damages, the Company does not believe, based on currently available information, that the outcome of these matters will have a material adverse effect on Company’s financial condition, although the outcome could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

Shareholder Derivative Litigation Related to DraftKings Marketplace

On May 31, 2023, a putative shareholder derivative action was filed in Nevada state court by an alleged shareholder of the Company. The action asserts claims on behalf of the Company against certain senior officers and members of the Board of Directors of the Company for breach of fiduciary duty and unjust enrichment based primarily on allegations that the defendants caused or allowed the Company to disseminate misleading and inaccurate information to its shareholders in connection with NFTs that are sold and traded on the DK Marketplace. The action also alleges that certain individuals are liable for trading in Company stock at artificially inflated prices. The action seeks unspecified compensatory damages, changes to corporate governance and internal procedures, restitution, disgorgement, costs and attorney’s fees, and other unspecified relief.

The Company cannot predict with any degree of certainty the outcome of this matter or determine the extent of any potential liabilities. The Company also cannot provide an estimate of the possible loss or range of loss. Because this action alleges claims on behalf of the Company and purports to seek a judgment in favor of the Company, the Company does not believe, based on currently available information, that the outcome of the proceedings will have a material adverse effect on the Company’s financial condition, although the outcome could be material to the Company’s operating results for any particular period, depending, in part, upon the operating results for such period.

Scanlon

On December 8, 2023, plaintiffs Melissa Scanlon and Shane Harris, individually and on behalf of others similarly situated, filed a purported class action lawsuit against DraftKings in Middlesex County Superior Court of Massachusetts. On March 26, 2024, the case was transferred to the Business Litigation Session of the Massachusetts Superior Court. Among other things, Plaintiffs allege that the Company’s promotion that offered new customers an opportunity to earn up to 1,000 in site credits, and related advertisements, were: (1) unfair or deceptive practices in violation of Massachusetts General Laws (“M.G.L.”) c. 93A, §§ 2, 9; and (2) untrue and misleading advertising in violation of M.G.L. c. 266, § 91. The Plaintiffs are seeking, among other things, injunctive relief, actual damages, double or treble damages, and attorneys’ fees.

The Company intends to vigorously defend this case. Any adverse outcome in this matter could subject the Company to substantial damages and/or require alterations to the Company’s business. The Company cannot provide any assurance as to the outcome of this matter.

in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Guery

On April 17, 2024, plaintiff Samantha Guery, individually and on behalf of all others similarly situated, filed a purported class action lawsuit against DraftKings in the United States District Court for the Southern District of New York. Among other things, Plaintiff alleges that the Company’s promotion that offered new customers an opportunity to place their first wager “risk free” was (1) “deceptive, unlawful, fraudulent, and unfair” in violation of New York General Business Law Section 349; and (2) false advertising under New York General Business Law Section 350. The plaintiffs are seeking, among other things, injunctive relief, actual damages, punitive damages, treble damages, and attorneys’ fees.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

McAfee

On June 10, 2024, Plaintiff Matthew McAfee, individually and on behalf of all others similarly situated, filed a purported class action lawsuit against DraftKings in the Hamilton County Superior Court, State of Indiana. Among other things, Plaintiff alleges that those customers who had winning bets placed and accepted on the October 24, 2023 Lakers versus Nuggets basketball game that were subsequently canceled by DraftKings for obvious error were not timely canceled and should have been paid. Plaintiff brings claims for: (1) Indiana Deceptive Consumer Sales Act – Incurable Deceptive Act; (2) Indiana Deceptive Consumer Sales Act – Uncured Deceptive Act; and (3) breach of contract. Plaintiff seeks, among other things, actual and statutory damages, treble and exemplary damages, interest, and attorney fees and costs.

The Company cannot predict with any degree of certainty the outcome of the suit or determine the extent of any potential liability or damages. The Company also cannot provide an estimate of the possible loss or range of loss. Any adverse outcome in this matter could expose the Company to substantial damages or penalties that may have a material adverse impact on the Company’s operations and cash flows.

Internal Revenue Service

The Company is currently under Internal Revenue Service audit for prior tax years, with the primary unresolved issues relating to excise taxation of fantasy sports contests and informational reporting and withholding. The final resolution of that audit, and other audits or litigation, may differ from the amounts recorded in these consolidated financial statements and may materially affect the Company’s consolidated financial statements in the period or periods in which that determination is made.

13.Subsequent Events

Stock Repurchase Authorization

On July 30, 2024, the Company’s Board of Directors authorized the repurchase of an aggregate of up to $1.0 billion of DraftKings Inc.’s Class A common stock (the “Stock Repurchase Program”)