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Business Combinations (Tables) | 12 Months Ended
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Dec. 31, 2021
Business Combination and Asset Acquisition [Abstract] |
Reconciliation of Business Combination to Cash Flows and Statement of Equity | The following table reconciles the elements of the FEAC Business Combination to the consolidated statement of cash flows and the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2020:
|  | Recapitalization
Cash - FEAC trust and cash, net of redemptions |  | $ | 689,979 |
Cash - Private Placement Financing |  | 158,531 |
Non-cash net assets assumed from FEAC |  | — |
Less: cash consideration paid to Old Skillz stockholders |  | (566,204) |
Less: transaction costs and advisory fees incurred by FEAC |  | (35,822) |
Net cash contributions from FEAC Business Combination and PIPE Financing |  | 246,484 |
Less: non-cash fair value of Public and Private Common Stock Warrants(1) |  | (155,183)
Less: non-cash net assets assumed from FEAC |  | — |
Less: accrued transaction costs and advisor fees incurred by Skillz |  | (16,058) |
Net FEAC Business Combination and PIPE financing |  | $ | 75,243 |
(1) Net of $1.0 million of transaction costs and advisor fees incurred by Skillz attributable to the Public and Private Common Stock Warrants. The number of shares of common stock issued immediately following the consummation of the Business Combination (share numbers are not in thousands):
|  | Recapitalization
Common stock, outstanding prior to FEAC Business Combination |  | 69,000,000
Less: redemption of FEAC shares |  | (2,140)
Common stock of FEAC |  | 68,997,860 |
FEAC sponsor shares |  | 6,350,200 |
Earnout shares |  | 10,000,000 |
Shares issued in Private Placement Financing |  | 15,853,052 |
FEAC Business Combination and Private Placement Financing shares - Class A common stock |  | 101,201,112 |
Old Skillz shares converted to New Skillz Class A common stock(1) |  | 191,932,861 |
Old Skillz shares converted to New Skillz Class B common stock(2) |  | 76,663,551 |
Total shares of common stock immediately after FEAC Business Combination |  | 369,797,524 |
(1)The number of Old Skillz shares converted to Class A common stock was determined from 332,690,933 shares of Old Skillz Class B common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of redeemable convertible preferred stock, converted at the Exchange Ratio, less 56,620,419 shares of New Skillz stock which were repurchased from Old Skillz stockholders as part of the FEAC Business Combination. All fractional shares were rounded down. (2)The number of Old Skillz shares converted to Class B common stock was determined from the 102,614,847 shares of Old Skillz Class A common stock outstanding immediately prior to the closing of the FEAC Business Combination, including shares of convertible preferred stock, converted at the Exchange Ratio. All fractional shares were rounded down.
Schedule of Business Combination | The following table summarizes the fair value of the purchase price to acquire Aarki:
Description |  | Amount
Cash |  | $ | 95,296 |
Common stock issued (1) |  | 67,051 |
Total purchase price |  | $ | 162,347 |
_______________ (1) The fair value of the Skillz Class A Common Stock issued in the merger is based on 4,401,663 shares issued on the July 16, 2021 acquisition date at the closing price of the Company’s common stock on such date of $15.23 per share.
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following is an allocation of the purchase price as of July 16, 2021, the acquisition closing date, based on an estimate of the fair value of the assets acquired and liabilities assumed by the Company in the acquisition:
Description |  | Amount
Cash and cash equivalents |  | $ | 11,309 |
Accounts receivable, net |  | 13,700 |
Prepaid expenses and other current assets |  | 356 |
Property, plant and equipment, net |  | 5,075 |
Intangible assets, net |  | 86,800 |
Other long-term assets |  | 91 |
Accounts payable |  | (445) |
Accrued professional fees |  | (3,145) |
Other current liabilities |  | (16,471) |
Deferred tax liabilities |  | (20,075) |
Other long-term liabilities |  | (1,693) |
Identifiable net assets acquired |  | 75,502 |
Goodwill |  | 86,845 |
Total purchase price |  | $ | 162,347 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following is a summary of identifiable intangible assets acquired and their expected lives:
Type |  | Weighted-average useful life (in years) |  | Fair Value
Developed technology |  | 8 |  | $ | 60,400 |
Customer relationships |  | 3 |  | 26,200 |
Trademark and trade name |  | 0.3 |  | 200
Total identifiable intangible assets acquired |  |  |  | $ | 86,800 |
Schedule of Pro-Forma Financial Information | The table below presents the pro forma revenue and net loss of the Company for the year ended December 31, 2021 and 2020. These pro forma results were based on estimates and assumptions, which the Company believes are reasonable. The pro forma results include adjustments primarily related to purchase accounting adjustments, acquisition costs and other non-recurring charges incurred which are included in the earliest period presented. The table below presents the unaudited pro forma revenue and net loss for the years ended December 31, 2021 and 2020.
| Year Ended December 31,
| 2021 |  | 2020
Revenue | $ | 398,923 |  |  | $ | 258,654 |
Net loss | $ | (193,755) |  |  | $ | (149,107) |

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- Definition Tabular disclosure of the amounts recognized as of the acquisition date for each major class of assets acquired and liabilities assumed. May include but not limited to the following: (a) acquired receivables; (b) contingencies recognized at the acquisition date; and (c) the fair value of noncontrolling interests in the acquiree. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -SubTopic 20 -Section 50 -Paragraph 1 -URI http://asc.fasb.org/extlink&oid=123413009&loc=d3e4845-128472 + Details
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