Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 31, 2024

RUSH STREET INTERACTIVE, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39232	84-3626708
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

900 N. Michigan Avenue, Suite 950

Chicago, Illinois 60611

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (773) 893-5855

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Class A common stock, par value $0.0001 per share

RSI

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 Results of Operations and Financial Condition.

On July 31, 2024, Rush Street Interactive, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2024.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02. The information and exhibit contained in this Item 2.02 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
99.1						Press Release, dated July 31, 2024, reporting financial results for the second quarter ended June 30, 2024.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RUSH STREET INTERACTIVE, INC.

	By:	/s/ Kyle Sauers
		Name: Kyle Sauers
		Title: Chief Financial Officer

Dated: July 31, 2024

Exhibit 99.1

RUSH STREET INTERACTIVE ANNOUNCES SECOND QUARTER 2024 RESULTS AND RAISES FULL YEAR GUIDANCE

- Second Quarter Revenue of $220 Million, up 34% Year-over-Year -

- Second Quarter Net Loss of $0.3 Million -

- Operating Momentum Continues as Second Quarter Adjusted EBITDA exceeds $21 Million -

- Raising Full Year 2024 Adjusted EBITDA Guidance 24% at the Midpoint with a Revised Range of Between $64 and $72 Million -

CHICAGO – July 31, 2024 – Rush Street Interactive, Inc. (NYSE: RSI) (“RSI”), a leading online casino and sports betting company in the United States and the rest of the Americas, today announced financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Highlights

•Revenue was $220.4 million during the second quarter of 2024, an increase of 34%, compared to $165.1 million during the second quarter of 2023.

•Net loss was $0.3 million during the second quarter of 2024, compared to a net loss of $16.7 million during the second quarter of 2023.

•Adjusted EBITDA1 was $21.4 million during the second quarter of 2024, compared to $1.2 million during the second quarter of 2023.

•Adjusted advertising and promotions expense1 was $36.3 million during the second quarter of 2024, a decrease of 10% compared to $40.4 million during the second quarter of 2023.

•Monthly Active Users (“MAU”) in the United States and Canada were approximately 164,000, up 24% year-over-year. MAUs in Latin America (which includes Mexico) were approximately 288,000, up 79% year-over-year.

•Average Revenue per Monthly Active User (“ARPMAU”) in the United States and Canada was $380 during the second quarter of 2024, up 6% year-over-year. ARPMAU in Latin America was $37, compared to $38 last year.

•As of June 30, 2024, unrestricted cash and cash equivalents increased to $194 million.

Richard Schwartz, Chief Executive Officer of RSI, said, “We are thrilled to announce another quarter of record-breaking revenues and adjusted EBITDA. The first half of the year has seen our revenue grow by 34% coupled with a $46 million improvement in Adjusted EBITDA compared to last year. The improvement in our results is a direct testament to the strategic decisions we have made over recent years, as well as constantly refining and bettering our approach to attracting and retaining players. The efficiency is leading to strong increases in the number and value of our users.”

“Our strategic initiatives have fostered a balanced growth across both iCasino and online sports in existing and new markets. For instance, in our long-standing markets of Pennsylvania, New Jersey and Michigan, we experienced our highest level of revenue growth in over two years during the second quarter. In Delaware, our newest North American market, we continue to excel. We foresee further growth opportunities, an example of which is our launch in Peru last week. We remain steadfast in our commitment to innovate, grow and deliver value to our

1 This is a non-GAAP financial measure. Please see “Non-GAAP Financial Measures” for more information about this non-GAAP financial measure and “Reconciliations of GAAP to Non-GAAP Financial Measures” for any applicable reconciliation of the most comparable measure calculated in accordance with GAAP to this non-GAAP financial measure.

customers. We are confident we are well on our way to becoming a leader in online gaming across the Americas.”

Guidance

RSI expects revenue for the full year ending December 31, 2024 to be between $860 and $900 million, increasing the midpoint by $45 million compared to the prior guidance. At the midpoint of the range, revenue of $880 million represents 27% year-over-year growth when compared to $691 million of revenue for 2023.

RSI expects Adjusted EBITDA1 for the full year ending December 31, 2024 to be between $64 and $72 million, increasing the midpoint by $13 million compared to the prior guidance. At the midpoint of the range, Adjusted EBITDA of $68 million compares to $8.2 million of Adjusted EBITDA for 2023.

These guidance ranges are based on certain assumptions, including that (i) only operations in live jurisdictions as of today’s date are included, and (ii) RSI continues to operate in markets in which it is live today.

Earnings Conference Call and Webcast Details

RSI will host a conference call and audio webcast today at 6:00 p.m. Eastern Time (5:00 p.m. Central Time), during which management will discuss second quarter results and provide commentary on business performance and its current outlook for 2024. A question-and-answer session will follow the prepared remarks.

The conference call may be accessed by dialing 1-833-470-1428 (Toll Free) or 1-404-975-4839 (Local) or, for international callers, 1-929-526-1599. The conference call access code is 340374.

A live audio webcast of the earnings conference call may be accessed on RSI’s website at ir.rushstreetinteractive.com, along with a copy of this press release and an investor slide presentation. The audio webcast and investor slide presentation will be available on RSI’s investor relations website until at least August 31, 2024.

About Rush Street Interactive

RSI is a trusted online gaming and sports entertainment company focused on markets in the United States, Canada and Latin America. Through its brands, BetRivers, PlaySugarHouse and RushBet, RSI was an early entrant in many regulated jurisdictions. It currently offers real-money mobile and online operations in fifteen U.S. states: New Jersey, Pennsylvania, Indiana, Colorado, Illinois, Iowa, Michigan, Virginia, West Virginia, Arizona, New York, Louisiana, Maryland, Ohio and Delaware, as well as in the regulated international markets of Colombia, Ontario (Canada), Mexico and Peru. RSI offers, through its proprietary online gaming platform, some of the most popular online casino games and sports betting options in the United States. Founded in 2012 in Chicago by gaming industry veterans, RSI was named the EGR North America Awards Customer Services Operator of the Year five years in a row (2020-2024), the 2022 EGR North America Awards Operator of the Year and Social Gaming Operator of the Year, and the 2021 SBC Latinoamérica Awards Sportsbook Operator of the Year. RSI was the first U.S.-based online casino and sports betting operator to receive RG Check iGaming Accreditation from the Responsible Gaming Council. For more information, visit www.rushstreetinteractive.com.

Non-GAAP Financial Measures

In addition to providing financial measurements based on accounting principles generally accepted in the United States (“GAAP”), this press release includes certain financial measures that are not prepared in accordance with GAAP, including Adjusted EBITDA, Adjusted Operating Costs and Expenses, Adjusted Earnings (Loss) Per Share, Adjusted Net Income (Loss) and

Adjusted Weighted Average Common Shares Outstanding, each of which is a non-GAAP performance measure that RSI uses to supplement its results presented in accordance with GAAP. A reconciliation of each such non-GAAP financial measure to the most directly comparable GAAP financial measure can be found below. RSI believes that presentation of these non-GAAP financial measures provides useful information to investors regarding RSI’s results of operations and operating performance, as they are similar to measures reported by its public competitors and are regularly used by securities analysts, institutional investors and other interested parties in analyzing operating performance and prospects. These non-GAAP financial measures are not intended to be considered in isolation or as a substitute for any GAAP financial measures and, as calculated, may not be comparable to other similarly titled measures of performance of other companies in other industries or within the same industry.

By providing full year 2024 Adjusted EBITDA guidance, RSI provided its expectation of a forward-looking non-GAAP financial measure. Information reconciling full year 2024 Adjusted EBITDA to its most directly comparable GAAP financial measure, net income (loss), is unavailable to RSI without unreasonable effort due to, among other things, the inherent difficulty in forecasting and quantifying the comparable GAAP measure and the applicable adjustments and other amounts that would be necessary for such a reconciliation, and certain of these amounts are outside of RSI’s control and may be subject to high variability or complexity. Preparation of such reconciliations would also require a forward-looking balance sheet, statement of operations and statement of cash flows, prepared in accordance with GAAP, and such forward-looking financial statements are unavailable to RSI without unreasonable effort. RSI provides a range for its Adjusted EBITDA forecast that it believes will be achieved; however, RSI cannot provide any assurance that it can predict all of the components of the Adjusted EBITDA calculation. RSI provides a forecast for Adjusted EBITDA because it believes that Adjusted EBITDA, when viewed with RSI’s results calculated in accordance with GAAP, provides useful information for the reasons noted herein. However, Adjusted EBITDA is not a measure of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income (loss) or cash flow from operating activities or as an indicator of operating performance or liquidity.

RSI defines Adjusted EBITDA as net income (loss) before interest, income taxes, depreciation and amortization, share-based compensation, adjustments for certain one-time or non-recurring items and other adjustments. Adjusted EBITDA excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash (i.e., depreciation and amortization, and share-based compensation) or are not related to our underlying business performance (i.e., interest income or expense).

RSI defines Adjusted Operating Costs and Expenses as RSI’s GAAP operating costs and expenses adjusted to exclude the impacts of share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Operating Costs and Expenses excludes certain expenses that are required in accordance with GAAP because certain expenses are either non-cash (i.e., share-based compensation) or are not related to our underlying business performance.

RSI defines Adjusted Earnings (Loss) Per Share as Adjusted Net Income (Loss) divided by Adjusted Weighted Average Common Shares Outstanding. Adjusted Net Income (Loss) is defined as net loss attributable to Rush Street Interactive, Inc. as used in the basic and diluted net loss per share calculations, adjusted for the reallocation of net loss attributable to non-controlling interests, share-based compensation, certain one-time or non-recurring items and other adjustments. Adjusted Weighted Average Common Shares Outstanding is defined as the weighted average number of common shares outstanding as used in the basic and diluted net

loss per share calculation, adjusted for the assumed conversion of the non-controlling interest’s Rush Street Interactive, LP Class A units to Class A common stock of RSI on a one-to-one-basis, and in periods of Adjusted Net Income, incremental shares from assumed conversion of stock options and restricted stock units.

RSI includes these non-GAAP financial measures because management uses them to evaluate RSI’s core operating performance and trends and to make strategic decisions regarding the allocation of capital and new investments. Management believes that these non-GAAP financial measures provide investors with useful information on RSI’s past financial and operating performance, enable comparison of financial results from period-to-period where certain items may vary independent of business performance, and allow for greater transparency with respect to metrics used by RSI’s management in operating our business. Management also believes these non-GAAP financial measures are useful in evaluating our operating performance compared to that of other companies in our industry, as these metrics generally eliminate the effects of certain items that may vary from company to company for reasons unrelated to overall operating performance.

Key Metrics

RSI provides certain key metrics, including Monthly Active Users (“MAUs”) and ARPMAU, in this press release. RSI defines MAUs as the number of unique users per month who have placed at least one real-money bet across one or more of our online casino or online sports betting offerings, and it defines ARPMAU as average revenue for the applicable period divided by the average MAUs for the same period.

The numbers RSI uses to calculate MAUs and ARPMAU are based on internal RSI data. While these numbers are based on what RSI believes to be reasonable judgments and estimates of its customer base for the applicable period of measurement, there are inherent challenges in measuring usage and engagement with respect to RSI’s online offerings across its customer base. Such challenges and limitations may also affect RSI’s understanding of certain details of its business. In addition, RSI’s key metrics and related estimates, including the definitions and calculations of the same, may differ from estimates published by third parties or from similarly-titled metrics of its competitors due to differences in operations, offerings, methodology and access to information. RSI regularly reviews, and may adjust its processes for calculating, its internal metrics to improve their accuracy.

Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. RSI's actual results may differ from their expectations, estimates and projections and consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as "expect," "estimate," "project," "budget," "forecast," "anticipate," "intend," "plan," "may," "will," "could," "should," "believes," "predicts," "potential," “propose”, "continue," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, statements regarding revenue and Adjusted EBITDA guidance, RSI’s future results of operations, financial condition, cash flows or profitability (whether on a GAAP or non-GAAP basis), currency fluctuations, RSI’s strategic plans and focus, anticipated launches or withdrawals of RSI’s current or new offerings in existing or future jurisdictions, player growth and engagement, product initiatives, outcomes of current or future regulatory developments and the objectives of management for future operations. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside RSI's control and are difficult to predict. Factors that may cause such differences include, without limitation: changes in applicable laws or

regulations; RSI’s ability to manage and sustain growth; RSI’s ability to execute its business plan, meet its projections and obtain relevant market access and/or gaming licenses; unanticipated product or service delays; general economic and market conditions impacting the demand for RSI’s products and services; economic and market conditions in the gaming, entertainment and leisure industry in the markets in which RSI operates; the potential adverse effects of general economic conditions, inflation and interest rates and unemployment on RSI’s liquidity, operations and personnel; and other risks and uncertainties indicated from time to time in RSI's filings with the SEC. RSI cautions that the foregoing list of factors is not exclusive. RSI cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. RSI does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

Media Contacts:

Lisa Johnson

(609) 788-8548

lisa@lisajohnsoncommunications.com

Investor Contact:

ir@rushstreetinteractive.com

Rush Street Interactive, Inc.

Condensed Consolidated Statements of Operations

(Unaudited and in thousands, except per share data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Revenue	$	220,379	$	165,062	$	437,807	$	327,423

Operating costs and expenses
Costs of revenue	144,477		109,853		289,000		217,007
Advertising and promotions	36,944		40,965		75,348		90,905
General administration and other	27,206		20,558		53,074		42,150
Depreciation and amortization	7,555		7,988		14,656		13,743
Total operating costs and expenses	216,182		179,364		432,078		363,805
Income (loss) from operations	4,197		(14,302)		5,729		(36,382)

Other income
Interest income, net	1,917		288		3,476		668
Income (loss) before income taxes	6,114		(14,014)		9,205		(35,714)

Income tax expense	6,396		2,720		11,696		5,520
Net loss	(282)		(16,734)		(2,491)		(41,234)
Net loss attributable to non-controlling interests	(182)		(11,595)		(1,664)		(28,835)
Net loss attributable to Rush Street Interactive, Inc.	$	(100)	$	(5,139)	$	(827)	$	(12,399)

Net loss per common share attributable to Rush Street Interactive, Inc. – basic and diluted	$	(0.00)	$	(0.08)	$	(0.01)	$	(0.19)
Weighted average common shares outstanding – basic and diluted	80,049,123		67,389,454		78,038,275		66,330,641

Rush Street Interactive, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited and in thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
	(Unaudited)		(Unaudited)		(Unaudited)		(Unaudited)
Net loss	$	(282)	$	(16,734)	$	(2,491)	$	(41,234)

Other comprehensive income (loss)
Foreign currency translation adjustment	(3,734)		1,626		(3,633)		1,970
Comprehensive loss	(4,016)		(15,108)		(6,124)		(39,264)
Comprehensive loss attributable to non-controlling interests	(2,589)		(10,463)		(4,005)		(27,460)
Comprehensive loss attributable to Rush Street Interactive, Inc.	$	(1,427)	$	(4,645)	$	(2,119)	$	(11,804)

Rush Street Interactive, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands)

Adjusted EBITDA:


	Three Months Ended June 30,				Six Months Ended June 30,
($ in thousands)	2024		2023		2024		2023
Net loss	$	(282)	$	(16,734)	$	(2,491)	$	(41,234)

Interest income, net	(1,917)		(288)		(3,476)		(668)
Income tax expense	6,396		2,720		11,696		5,520
Depreciation and amortization	7,555		7,988		14,656		13,743
Share-based compensation expense	9,691		7,518		18,116		15,193
Adjusted EBITDA	$	21,443	$	1,204	$	38,501	$	(7,446)

Adjusted Operating Costs and Expenses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
GAAP operating costs and expenses:
Costs of revenue	$	144,477	$	109,853	$	289,000	$	217,007
Advertising and promotions	36,944		40,965		75,348		90,905
General administration and other	27,206		20,558		53,074		42,150
Depreciation and amortization	7,555		7,988		14,656		13,743
Total operating costs and expenses	$	216,182	$	179,364	$	432,078	$	363,805

Non-GAAP operating cost and expense adjustments:
Costs of revenue1	$	(295)	$	(269)	$	(565)	$	(526)
Advertising and promotions1	(690)		(559)		(1,260)		(1,095)
General administration and other1	(8,706)		(6,690)		(16,291)		(13,572)
Depreciation and amortization	—		—		—		—
Total non-GAAP operating cost and expense adjustments	$	(9,691)	$	(7,518)	$	(18,116)	$	(15,193)

Adjusted operating costs and expenses:
Costs of revenue	$	144,182	$	109,584	$	288,435	$	216,481
Advertising and promotions	36,254		40,406		74,088		89,810
General administration and other	18,500		13,868		36,783		28,578
Depreciation and amortization	7,555		7,988		14,656		13,743
Total adjusted operating costs and expenses	$	206,491	$	171,846	$	413,962	$	348,612

1Non-GAAP Operating Costs and Expense Adjustments include Share-based compensation expense.

Rush Street Interactive, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(Unaudited and in thousands, except share and per share data)

Adjusted Net Income (Loss), Adjusted Weighted Average Common Shares Outstanding and Adjusted Earnings (Loss) Per Share:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Adjusted net income (loss)
Net loss attributable to Rush Street Interactive, Inc. – basic and diluted	$	(100)	$	(5,139)	$	(827)	$	(12,399)
Adjustments:
Net loss attributable to non-controlling interests	(182)		(11,595)		(1,664)		(28,835)
Share-based compensation expense	9,691		7,518		18,116		15,193
Adjusted net income (loss)	$	9,409	$	(9,216)	$	15,625	$	(26,041)

Adjusted weighted-average common shares outstanding
Weighted-average common shares outstanding – basic	80,049,123		67,389,454		78,038,275		66,330,641
Adjustments:
Conversion of weighted-average RSILP Units to Class A Common Shares	145,088,925		154,453,141		146,079,475		155,150,489
Adjusted weighted-average common shares outstanding - basic	225,138,048		221,842,595		224,117,750		221,481,130

Adjustments:
Incremental shares from assumed conversion of stock options and restricted stock units(1)	6,042,693		—		4,614,496		—
Adjusted weighted-average common shares outstanding - diluted	231,180,741		221,842,595		228,732,246		221,481,130

Loss per share
Net loss per common share attributable to Rush Street Interactive, Inc. – basic and diluted	$	(0.00)	$	(0.08)	$	(0.01)	$	(0.19)

Adjusted earnings (loss) per share
Adjusted Earnings (loss) per share - basic and diluted	$	0.04	$	(0.04)	$	0.07	$	(0.12)

1 In periods of Net Loss and Adjusted Net Loss, stock-based awards are anti-dilutive and therefore excluded from the diluted loss per share calculation.

Cover	Jul. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jul. 31, 2024
Entity Registrant Name	RUSH STREET INTERACTIVE, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39232
Entity Tax Identification Number	84-3626708
Entity Address, Address Line One	900 N. Michigan Avenue
Entity Address, Address Line Two	Suite 950
Entity Address, City or Town	Chicago
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60611
City Area Code	773
Local Phone Number	893-5855
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	RSI
Security Exchange Name	NYSE
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001793659
Amendment Flag	false