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skillz(SKLZ) - 2021 Q1 - Earnings Call Presentation
2021-05-06 15:10
Skillz Q1 2021 Financial Results May 4, 2021 1 Disclaimer Use of Non-GAAP Financial Measures In this earnings presentation, the Company includes Adjusted EBITDA which is a non-GAAP performance measure that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission ("SEC"), the Company has provided herein a reconciliation of the non-GAAP financial measure contained in this press release to the most directly comparable ...
skillz(SKLZ) - 2021 Q1 - Earnings Call Transcript
2021-05-05 01:04
Skillz Inc. (NYSE:SKLZ) CEO Q1 2021 Earnings Conference Call May 4, 2021 5:00 PM ET Company Participants Stefan Gerhard - VP of Finance Andrew Paradise - CEO Casey Chafkin - Chief Revenue Officer Scott Henry - CFO Conference Call Participants Jason Bazinet - Citi Brian Fitzgerald - Wells Fargo Michael Graham - Canaccord Drew Crum - Stifel Stefan Gerhard Welcome to Skillz First Quarter 2021 Earnings Conference Call. At this time, all participants are in listen-only mode. A question-and-answer session will fo ...
skillz(SKLZ) - 2020 Q4 - Earnings Call Presentation
2021-03-15 10:08
Skillz Q4 2020 Financial Results March 10, 2021 1 Disclaimer Use of Non-GAAP Financial Measures In this earnings presentation, the Company includes Adjusted EBITDA which is a non-GAAP performance measures that the Company uses to supplement its results presented in accordance with U.S. GAAP. As required by the rules of the Securities and Exchange Commission ("SEC"), the Company has provided herein a reconciliation of the non-GAAP financial measures contained in this press release to the most directly compar ...
skillz(SKLZ) - 2020 Q4 - Annual Report
2021-03-11 16:00
Part I [Business](index=5&type=section&id=Item%201.%20Business) Skillz operates a proprietary platform for competitive mobile gaming, monetizing through entry fees and fostering fair competition - Skillz's mission is to build the competition layer of the internet, revolutionizing mobile gaming by aligning developer and gamer interests through a **prize-based monetization model**[21](index=21&type=chunk)[24](index=24&type=chunk) - The platform provides developers with an **SDK, LiveOps system, payment infrastructure, and data science tools**, while players benefit from **fair competition and a loyalty program**[25](index=25&type=chunk)[28](index=28&type=chunk)[36](index=36&type=chunk) - As of December 31, 2020, Skillz had over **9,000 registered game developers**, though a small number of games historically accounted for a **substantial portion of revenue**[37](index=37&type=chunk) - The company operates in **41 U.S. states and the District of Columbia**, where skill-based gaming for cash prizes is permitted[58](index=58&type=chunk) - Skillz became a public company in **December 2020** through a business combination with Flying Eagle Acquisition Corporation (FEAC)[62](index=62&type=chunk) [Risk Factors](index=12&type=section&id=Item%201A.%20Risk%20Factors) The company faces risks from intense competition, reliance on third-party developers, evolving regulations, and a history of net losses - The business is highly dependent on a few key games, with **Solitaire Cube, 21 Blitz, and Blackout Bingo accounting for 79% of 2020 revenue**[80](index=80&type=chunk) - The company relies heavily on **third-party services like AWS and the Apple App Store**, making it vulnerable to disruptions or policy changes[92](index=92&type=chunk)[103](index=103&type=chunk) - The legality of skill-based gaming is subject to **evolving laws**, and the company is also subject to **stringent data privacy regulations** like GDPR and CCPA[112](index=112&type=chunk)[114](index=114&type=chunk)[144](index=144&type=chunk) - Skillz has a history of **net losses**, with an accumulated deficit of **$215.3 million as of December 31, 2020**[159](index=159&type=chunk) - The company is a **"controlled company"** as CEO Andrew Paradise holds **84% of the voting power**, limiting other stockholders' influence[197](index=197&type=chunk)[200](index=200&type=chunk) [Unresolved Staff Comments](index=38&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) There are no unresolved staff comments - Not applicable[208](index=208&type=chunk) [Properties](index=38&type=section&id=Item%202.%20Properties) The company leases office facilities in San Francisco, Portland, and Las Vegas for its operations and support functions - Skillz leases office facilities in **San Francisco, CA; Portland, OR; and Las Vegas, NV**[209](index=209&type=chunk) [Legal Proceedings](index=38&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in ordinary course legal proceedings, with no anticipated material adverse financial impact - The company is engaged in ordinary course legal proceedings but does not anticipate any **material adverse impact** from their resolution[210](index=210&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[211](index=211&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Skillz Class A common stock began trading on NYSE in December 2020, with no public market for Class B, and no cash dividends are planned - Class A common stock is listed on the NYSE under the symbol **"SKLZ" since December 17, 2020**[214](index=214&type=chunk) - The company has not paid and does not foresee paying any **cash dividends** on its common stock[216](index=216&type=chunk) [Selected Financial Data](index=40&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not applicable - None[224](index=224&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Revenue grew 92% to **$230.1 million** in 2020, but net loss widened to **$122.5 million** due to increased sales and marketing expenses [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Revenue increased **92% to $230.1 million** in 2020, but a **128% rise in expenses** led to a **net loss of $122.5 million** Consolidated Results of Operations (2018-2020) | | Year Ended December 31, | | | |---|---:|---:|---:| | (in thousands) | **2020** | **2019** | **2018** | | **Revenue** | **$230,115** | **$119,872** | **$50,778** | | Cost of revenue | 12,281 | 5,713 | 2,112 | | Research and development | 23,225 | 11,241 | 7,547 | | Sales and marketing | 251,941 | 111,370 | 51,689 | | General and administrative | 42,289 | 16,376 | 14,975 | | **Total costs and expenses** | **329,736** | **144,700** | **76,323** | | **Loss from operations** | **(99,621)** | **(24,828)** | **(25,545)** | | **Net loss** | **(122,461)** | **(23,605)** | **(27,780)** | - Revenue grew **92% in 2020** and **136% in 2019**, primarily driven by increased investment in sales and marketing[253](index=253&type=chunk)[254](index=254&type=chunk) - Sales and marketing expenses increased **126% in 2020 to $251.9 million**, driven by a **160% increase in user acquisition spending** and a **97% increase in engagement marketing**[262](index=262&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) As of December 31, 2020, Skillz had **$262.7 million in cash**, with **$56.2 million used in operations** and **$296.6 million provided by financing activities** - The company's principal source of liquidity as of December 31, 2020, was **$262.7 million in cash and cash equivalents**[282](index=282&type=chunk) Summary of Cash Flow Data (2018-2020) | | Year Ended December 31, | | | |---|---:|---:|---:| | (in thousands) | **2020** | **2019** | **2018** | | Net cash used in operating activities | $(56,232) | $(21,937) | $(16,948) | | Net cash used in investing activities | (3,246) | (3,223) | (867) | | Net cash provided by financing activities | 296,578 | 31,168 | 33,330 | - Net cash from financing activities in 2020 was **$296.6 million**, primarily from **$246.5 million in Business Combination proceeds** and **$76.6 million from Series E preferred stock issuance**[291](index=291&type=chunk) [Critical Accounting Policies and Estimates](index=50&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Critical accounting policies include revenue recognition upon game completion, classification of end-user incentives, and stock-based compensation valuation - Revenue is recognized when the performance obligation is satisfied, which occurs upon the **completion of a game**[304](index=304&type=chunk) - End-user incentives like **Ticketz and initial deposit bonuses are a reduction of revenue ($51.3 million in 2020)**, while other promotions are **sales and marketing expenses ($91.5 million in 2020)**[308](index=308&type=chunk)[310](index=310&type=chunk)[368](index=368&type=chunk)[371](index=371&type=chunk) - Stock-based compensation is valued using the **Black-Scholes model** for service-based options and a **Monte Carlo simulation** for awards with market conditions[311](index=311&type=chunk)[313](index=313&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=52&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's primary market risk is **interest rate risk on its $262.7 million cash and equivalents**, with foreign currency risk deemed immaterial - The company's primary market risk is **interest rate risk on its $262.7 million in cash and cash equivalents**, though the potential impact is considered immaterial[318](index=318&type=chunk) - Foreign currency risk was **not material** for fiscal years 2020 and 2019[320](index=320&type=chunk) [Financial Statements and Supplementary Data](index=55&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for Skillz Inc., reflecting the reverse recapitalization and key financial positions Consolidated Balance Sheet Data (as of Dec 31) | | 2020 | 2019 | |---|---:|---:| | (in thousands) | | | | **Total current assets** | **$273,219** | **$35,092** | | Total assets | $282,421 | $38,856 | | **Total current liabilities** | **$47,356** | **$10,481** | | Total liabilities | $47,402 | $20,191 | | **Total stockholders' equity** | **$235,019** | **$18,665** | Consolidated Statement of Operations Data (Year Ended Dec 31) | | 2020 | 2019 | 2018 | |---|---:|---:|---:| | (in thousands) | | | | | **Revenue** | **$230,115** | **$119,872** | **$50,778** | | Loss from operations | $(99,621) | $(24,828) | $(25,545) | | **Net loss** | **$(122,461)** | **$(23,605)** | **$(27,780)** | - The financial statements have been retroactively restated to reflect the **reverse recapitalization** from the Business Combination, with Old Skillz as the accounting acquirer[353](index=353&type=chunk)[356](index=356&type=chunk) - Games from **two developer partners accounted for 59% and 28% of the company's revenue in 2020**[366](index=366&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosures](index=91&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) There were no changes in or disagreements with accountants on accounting and financial disclosure - None[530](index=530&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=91&type=section&id=Item%209A.%20Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 31, 2020, with no material changes identified - Disclosure controls and procedures were deemed **effective** as of the end of the fiscal year[531](index=531&type=chunk) - The report does not include a management assessment or auditor attestation on internal control over financial reporting, as permitted for **newly public companies**[532](index=532&type=chunk) [Other Information](index=91&type=section&id=Item%209B.%20Other%20Information) There is no other information to report - None[535](index=535&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=92&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details Skillz's directors and executive officers, noting its status as a **"controlled company"** due to CEO Andrew Paradise's majority voting power - The board includes experienced leaders from technology, media, and finance, such as **Andrew Paradise (CEO), Casey Chafkin (CRO), Harry E. Sloan, and Jerry Bruckheimer**[539](index=539&type=chunk)[540](index=540&type=chunk)[542](index=542&type=chunk)[544](index=544&type=chunk) - Skillz qualifies as a **"controlled company"** because CEO Andrew Paradise holds **over 50% of the voting power**, exempting it from certain NYSE governance standards[549](index=549&type=chunk) - The board has established an **Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee**[550](index=550&type=chunk) [Executive Compensation](index=97&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation in 2020 was heavily weighted towards **equity awards and business combination bonuses**, with CEO Andrew Paradise receiving over **$103 million** 2020 Summary Compensation for Named Executive Officers (NEOs) | Name | Position | Salary ($) | Bonus ($) | Option Awards ($) | Total ($) | |---|---|---:|---:|---:|---:| | Andrew Paradise | CEO | 400,000 | 3,935,000 | 98,986,052 | 103,321,052 | | Casey Chafkin | CRO | 300,000 | 487,500 | 21,408,998 | 22,197,907 | | Scott Henry | CFO | 219,847 | 200,000 | 23,450,208 | 23,870,055 | - NEOs received **significant transaction bonuses** in connection with the Business Combination, with payments staggered and contingent on continued employment[568](index=568&type=chunk) - The company adopted an **Executive Severance and Change in Control Plan** providing cash severance and accelerated equity vesting upon certain termination events[576](index=576&type=chunk) - For 2021, the compensation committee approved **increased base salaries and target bonuses** for all NEOs[580](index=580&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=103&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 5, 2021, CEO Andrew Paradise held **84.3% of total voting power**, with all directors and executive officers holding **86.2% collectively** Beneficial Ownership as of March 5, 2021 | Beneficial Owner | Class A Shares (%) | Class B Shares (%) | % of Total Voting Power | |---|---|---|---:| | Andrew Paradise (CEO) | — | 98.7% | 84.3% | | All Directors & Executive Officers (9 individuals) | 9.6% | 98.7% | 86.2% | | Atlas Venture Fund, IX L.P. | 6.4% | — | 1.3% | | Entities Affiliated with WestCap Management LLC | 6.0% | — | 1.2% | | Bonderman Family Limited Partnership | 5.9% | — | 1.2% | | Morgan Stanley Investment Management Inc. | 5.5% | — | 1.1% | [Certain Relationships and Related Transactions, and Director Independence](index=105&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company disclosed related party transactions, including **Series E financing participation** and **repaid promissory notes**, with **four of seven directors deemed independent** - In 2020, several related parties, including **CEO Andrew Paradise and entities like WestCap**, participated in the Series E Preferred Stock financing[605](index=605&type=chunk) - Promissory notes from **CEO Andrew Paradise (over $15.2 million)** and **CRO Casey Chafkin ($3.2 million)** for option exercises were cancelled via share surrender prior to the Business Combination[606](index=606&type=chunk)[608](index=608&type=chunk)[609](index=609&type=chunk)[610](index=610&type=chunk) - The Board of Directors has determined that **four of its seven members are independent** under NYSE rules[613](index=613&type=chunk) [Principal Accountant Fees and Services](index=107&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The company paid **Ernst & Young LLP $2.675 million in fees for 2020**, a significant increase primarily for **audit services related to the business combination** Accountant Fees (2019-2020) | Fee Type | 2020 | 2019 | |---|---:|---:| | (in thousands) | | | | Audit Fees | $2,675 | $40 | | Audit-Related Fees | — | — | | Tax Fees | — | — | | All Other Fees | — | — | | **Total** | **$2,675** | **$40** | - The significant increase in audit fees in 2020 was primarily for professional services rendered in connection with the **Business Combination**[615](index=615&type=chunk) Part IV [Exhibits and Financial Statement Schedules](index=109&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules.) This section lists all exhibits filed with the Annual Report on Form 10-K, including financial statements and key agreements - This section provides an index of all exhibits filed with the Form 10-K, including key agreements related to the **business combination, corporate governance, and executive compensation**[618](index=618&type=chunk)[619](index=619&type=chunk) [Form 10-K Summary](index=110&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - None[623](index=623&type=chunk)
skillz(SKLZ) - 2020 Q4 - Earnings Call Transcript
2021-03-11 02:54
Financial Data and Key Metrics Changes - Revenue for Q4 2020 was $67.7 million, representing a 95% increase year-over-year, while total revenue for 2020 reached $230.1 million, up 92% from the previous year [40][41] - The company achieved a gross margin of 95% for the quarter, with adjusted EBITDA for Q4 at a negative $23.8 million, compared to a negative $7.8 million in the prior year [41][42] - Adjusted EBITDA before user acquisition increased by 98% year-over-year, maintaining 25% as a percentage of revenue [43] Business Line Data and Key Metrics Changes - The platform powered over 2 billion tournaments in 2020, generating $1.6 billion in gross marketplace volume [14] - Monthly active users (MAU) reached 2.6 million, a 63% increase from 2019, with 13% of users engaging in prize competitions [15][16] Market Data and Key Metrics Changes - The mobile gaming market is projected to grow to $161 billion by 2025, driven by the proliferation of mobile devices [14] - The U.S. mobile gaming market has approximately 210 million gamers growing at 6% per year, while India's market is expected to grow at 26% per year with 137 million gamers [32] Company Strategy and Development Direction - The company aims to expand its platform capabilities by investing in synchronous gameplay and scalable technology infrastructure [17][19] - Strategic partnerships, such as the multiyear agreement with the NFL, are expected to enhance distribution and brand integration [29][33] - The company plans to focus on international expansion, starting with India, to tap into a larger market [31] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the growth trajectory, emphasizing the importance of investing in user acquisition and engagement to capture market share [63][67] - The company does not foresee significant negative impacts from IDFA changes, viewing it as an opportunity to enhance monetization [72] Other Important Information - The company ended the year with $262.7 million in cash and no debt, with plans to exercise a redemption right on public warrants to generate an additional $198.4 million [50][51] - The company is focused on building a long-term independent business with a vision for eSports for everyone [35] Q&A Session Summary Question: Game concentration and revenue concentration - Management acknowledged revenue concentration around a few games but noted that this is typical in media businesses, with shifts in popularity over time [58] Question: Update on Android growth and implications of Google Play changes - Management indicated that the changes in Google Play terms are indicative of a positive trend for emerging content categories, with Android revenue growing at twice the rate of iOS [62] Question: Sales and marketing spend dynamics - Management clarified that the focus is on growing paying users rather than total users, with a significant increase in paying users year-over-year [68] Question: Channels for customer acquisition cost (CAC) and IDFA impact - Management does not expect material negative impacts from IDFA changes, viewing it as potentially beneficial for their business model [72] Question: Ability to scale players and match skill sets - Management emphasized that the platform is designed to ensure fair and efficient matching as the user base scales, supported by significant investments in data science [76]
skillz(SKLZ) - 2020 Q3 - Quarterly Report
2020-11-16 14:25
FORM 10-Q (Mark One) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 Or ¨ 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 001-39243 Flying Eagle Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 8 ...
skillz(SKLZ) - 2020 Q2 - Quarterly Report
2020-08-13 20:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Or ¨ 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 001-39243 Flying Eagle Acquisition Corp. (Exact Name of Registrant as Specified in Its Charter) Delaware 84-447 ...
skillz(SKLZ) - 2020 Q1 - Quarterly Report
2020-05-07 20:34
PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Flying Eagle Acquisition Corp. reported net income of $132,070 for the period ending March 31, 2020, primarily from Trust Account interest [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) As of March 31, 2020, total assets were $691.4 million, primarily from Trust Account, with liabilities at $24.8 million Condensed Balance Sheet as of March 31, 2020 (Unaudited) | Category | Amount (USD) | | :--- | :--- | | **Assets** | | | Cash and cash equivalents | $1,189,052 | | Cash and investments held in Trust Account | $690,207,664 | | **Total Assets** | **$691,396,716** | | **Liabilities & Equity** | | | Total current liabilities | $626,088 | | Deferred underwriting compensation | $24,150,000 | | **Total Liabilities** | **$24,776,088** | | Class A common shares subject to possible redemption | $661,620,620 | | **Total Stockholders' Equity** | **$5,000,008** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) For the period ending March 31, 2020, the company reported net income of $132,070, primarily from $207,664 in Trust Account interest income Statement of Operations Highlights (Jan 15, 2020 - Mar 31, 2020) | Metric | Amount (USD) | | :--- | :--- | | Revenue | $0 | | General and administrative expenses | $41,476 | | Other income - interest on Trust Account | $207,664 | | **Net income** | **$132,070** | | Basic and diluted net income per share, Class A | $0.00 | | Basic and diluted net loss per share, Class B | $0.00 | [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) Net cash used in operations was minimal, while financing activities provided $691.2 million from IPO and warrant sales Cash Flow Summary (Jan 15, 2020 - Mar 31, 2020) | Cash Flow Activity | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | ($928) | | Net cash used in investing activities | ($690,000,000) | | Net cash provided by financing activities | $691,189,980 | | **Increase in cash and cash equivalents** | **$1,189,052** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Notes detail the company's SPAC formation, $690 million IPO proceeds in trust, related-party transactions, and COVID-19 impact - The company was formed as a blank check company to effect a business combination and has 24 months from the closing of its Public Offering (until March 10, 2022) to complete one[26](index=26&type=chunk)[33](index=33&type=chunk) - On March 10, 2020, the company consummated its Public Offering of 69,000,000 units at $10.00 per unit, generating gross proceeds of **$690,000,000**, which were placed in a trust account[28](index=28&type=chunk) - The Sponsor purchased 10,033,333 Private Placement Warrants at $1.50 per warrant for an aggregate of approximately **$15.05 million**[54](index=54&type=chunk) - The company is committed to pay a deferred underwriting discount of **$24,150,000** upon the consummation of a Business Combination[62](index=62&type=chunk) - Management is evaluating the impact of the COVID-19 pandemic, concluding it could have a negative effect on the company or its target's financial position, but the specific impact is not readily determinable[63](index=63&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company, formed in January 2020, completed a $690 million IPO in March, reporting $132,070 net income from Trust Account interest - The company is a blank check company that completed its Public Offering on March 10, 2020, and is currently seeking a target for a business combination[83](index=83&type=chunk) - For the period from January 15, 2020 (inception) to March 31, 2020, the company had a net income of **$132,070**, derived from interest on the Trust Account assets[86](index=86&type=chunk) - As of March 31, 2020, the company had **$1,189,052** in cash outside the Trust Account to fund working capital needs[88](index=88&type=chunk) - Upon closing the IPO and Private Placement, **$690,000,000** was placed in the Trust Account[87](index=87&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=20&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company faces immaterial market or interest rate risk due to short-term investments in U.S. government treasury or money market funds - The company's exposure to market and interest rate risk is considered minimal as funds in the Trust Account are invested in short-term U.S. government treasury obligations or money market funds[94](index=94&type=chunk) [Controls and Procedures](index=21&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective as of March 31, 2020, with no material changes to internal controls - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2020[98](index=98&type=chunk) - No changes in internal control over financial reporting occurred during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[99](index=99&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=22&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings as of the filing date - There are no legal proceedings to report[101](index=101&type=chunk) [Risk Factors](index=22&type=section&id=Item%201A.%20Risk%20Factors) No material changes to risk factors, but the COVID-19 pandemic's potential negative impact on operations and business combination remains uncertain - The company is evaluating the impact of the COVID-19 pandemic, which could negatively affect its financial position, operations, or the completion of a Business Combination[103](index=103&type=chunk) - As of the date of the report, there have been no material changes to the risk factors disclosed in the company's prospectus dated March 5, 2020[103](index=103&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=22&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company privately sold 10,033,333 warrants for $15.05 million, with $690 million of net proceeds placed in the Trust Account - Simultaneously with the IPO, the company sold 10,033,333 Private Placement Warrants to its Sponsor at $1.50 each, generating gross proceeds of approximately **$15,050,000**[104](index=104&type=chunk) - The Public Offering of 69,000,000 units at $10.00 per unit generated gross proceeds of **$690,000,000**[106](index=106&type=chunk) - After deducting underwriting discounts and offering costs, **$690,000,000** of the net proceeds was placed in the Trust Account[107](index=107&type=chunk) [Defaults Upon Senior Securities](index=24&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[108](index=108&type=chunk) [Mine Safety Disclosures](index=24&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not applicable[109](index=109&type=chunk) [Other Information](index=24&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[110](index=110&type=chunk) [Exhibits](index=24&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications and XBRL data