Skillz Inc.NYSE: SKLZ

Quarterly Report for Quarter Ending June 30, 2025 (Form 10-Q)

· Issued by Skillz Inc.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand the results of operations and financial condition of Skillz Inc. (for purposes of this section, "Skillz," "we," "us" and "our"). MD&A is provided as a supplement to, and should be read in conjunction with, our Annual Report on Form 10-K for the year ended December 31, 2024 (the "Annual Report"), and our financial statements and the accompanying Notes to Financial Statements (Part I, Item 1 of this Form 10-Q).
This discussion contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), about Skillz and our industry that involve numerous risks and uncertainties, including, but not limited to, those described in Part I, Item IA, "Risk Factors" in our Annual Report and Part II, Item 1A, "Risk Factors" in this Quarterly Report on Form 10-Q. All statements other than statements of historical facts contained, including statements regarding guidance, our future results of operations or financial condition, business strategy and plans, user growth and engagement, product initiatives, and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as "anticipate," "believe," "contemplate," "continue," "could," "estimate," "expect," "going to," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," or "would" or the negative of these words or other similar terms or expressions. We caution you that the foregoing may not include all of the forward-looking statements made.
You should not rely on forward-looking statements as predictions of future events. We have based the forward-looking statements primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, and prospects. Actual results may differ materially from those contained in any forward-looking statements. Our historical results are not necessarily indicative of the results that may be expected for any period in the future. The inclusion of forward-looking information should not be regarded as a representation by us or any other person that the future plans, estimates or expectations contemplated by us will be achieved. Forward-looking statements made speak only as of the date on which such statements are made, and we undertake no obligation to update them in light of new information or future events, except as required by law.
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Overview
We operate a marketplace that connects the world through competition, serving both developers and users. Our platform enables fair, fun and competitive gaming experiences and the trust we foster with users is the foundation upon which our community is built.
Our technological capabilities provide the tools necessary for developers to compete in the marketplace. Our software development kit ("SDK") allows developers to monitor, integrate and update their games seamlessly over the air. We ingest and analyze hundreds of data points from each game play session, enhancing our data-driven algorithms and LiveOps systems. Moreover, we have developed a platform enabling fun, fair and meaningful competitive gameplay.
The Company offers a technology platform (i.e. demand side platform, "DSP") to source available advertising space from its network of vendors and suppliers, which uses a real-time auction process. The revenue from advertising is recognized over time based on the number of impressions as the performance obligation is satisfied. The Company considers itself the agent of its customer(s). This is due to the Company's involvement in programmatically placing and sourcing advertisements on behalf of customers via a network of third party publishers. The Company does not, at any time, take ownership of advertising inventory being sourced and placed. Via the DSP, if the Company wins the auction and an impression is served, the customer's advertisement is displayed on the publisher or supplier's mobile application.
Trends and Developments Impacting our Business
Trends
Engagement marketing is a sales and marketing expense representing rewards and awards that developers do not have a valid expectation of being offered to end-users to engage on our platform. Engagement marketing may be impacted by end-user incentives, which include Bonus Cash that could only be used to enter into paid contests.
User acquisition ("UA") marketing is a sales and marketing expense to acquire new paying users to our platform. UA marketing spend during the six months ending June 30, 2025 was approximately $8.1 million, as compared to approximately $9.8 million in six months ending June 30, 2024. The reduction in UA marketing and engagement marketing expenses in fiscal year ending December 31, 2024 and the first six months of 2025 compared to prior periods has resulted in a substantial reduction in revenue and is expected to continue to result in a reduction in revenue.
Developments
Tether Litigation
As previously disclosed, on August 29, 2025, we received a Notice from Tether indicating that Tether is terminating all of its various agreements with us, including our terms or services, effective as of September 1, 2025. Tether's Notice provides that Tether is terminating the Tether Agreements for convenience, while also asserting grounds for termination for cause (effective September 28, 2025) in the event its termination for convenience is not held as effective by a competent tribunal. We believe the termination notice to be invalid and in breach of Tether's obligations under the Tether Agreements.
Certain of the Tether Agreements restrict the removal of Tether's top two games, Solitaire Cube and 21 Blitz, from the Company's platform for at least 18 months following termination. During the post-termination period, Skillz has the option, but not the obligation, to host paid competitions for such games on the platform. For the year ended December 31, 2024, Tether accounted for 45% of our revenue. If we are unable to negotiate new terms with Tether or, as applicable with other developers, or if any new terms are less favorable to us, or if our litigation against Tether is unsuccessful, and these games were to be removed from our platform and we are unable to identify and market suitable replacements, there may be a material adverse effect on our business and results of operations.
Following receipt of the Notice, on September 1, 2025, we filed suit in the Court of Chancery of the State of Delaware, seeking injunctive and declaratory relief in relation to Tether's breach of the Tether Agreements. The Company is also disputing Tether's allegations with respect to the grounds for termination of the Tether Agreements for cause. We intend to defend our position, but can provide no assurances regarding the outcome of the claim and the impact it may have on our business. The removal of Solitaire Cube and 21 Blitz contrary to the terms set forth in the agreements and/or before Skillz can provide a suitable replacement to such games may cause a material adverse effect on our platform business and results of operations.
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Extension for Continued Listing on the New York Stock Exchange
On April 2, 2025, we received a notice from the NYSE indicating that we are not in compliance with the NYSE's continued listing requirements under the timely filing criteria outlined in Section 802.01E of the NYSE Listed Company Manual as a result of our failure to timely file our Annual Report on Form 10-K. The NYSE informed us that, under the NYSE's rules, we had six months to file our Annual Report on Form 10-K with the U.S. Securities and Exchange Commission (the "SEC") and that the NYSE will continue to list our shares on the NYSE provided that we regain compliance with Section 802.01E within the initial six-month cure period.
We presented a compliance plan to the NYSE in September 2025 to request an additional extension period for continued listing of our Class A common stock on the NYSE (the "Additional Cure Period") in order for us to complete and file our Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025, and any subsequent delinquent SEC quarterly filings (the Quarterly Reports on Form 10-Q together with our Annual Report on Form 10-K, collectively, the "Delayed Filings"), and regain compliance with the NYSE's continued listing requirements. We worked diligently to file our Annual Report on Form 10-K for the year ended December 31, 2024 on November 6, 2025, the quarterly report for the quarter ended March 31, 2025 on December 11, 2025 and this filing of the quarterly report for the quarter ended June 30, 2025, which constitute compliance with a portion of NYSE's continued listing requirements. When filed, the filing of the quarterly report for the quarter ending September 30, 2025 on Form 10-Q will complete the necessary steps in order to regain compliance with the NYSE.
On September 25, 2025, the NYSE granted our request for an Additional Cure Period and agreed to provide us with an extension to continue our listing on the NYSE through December 17, 2025, subject to ongoing reassessment by the NYSE and provided that we become current with our SEC filings by such date.
Papaya Litigation
On October 28, 2025, the court denied Papaya's motion for summary judgment as to Skillz's claims against Papaya. The Court also denied Papaya's motion to exclude Skillz's consumer and damages experts. On November 24, 2025, the Court granted Skillz's motion for summary judgement on Papaya's remaining counterclaims and unclean hands defense. The court's rulings on certain motions related to the admission of expert testimony remain pending (see Note 8, Commitments and Contingencies).
Items Impacting Comparability of Results of Operations and Financial Condition
Our condensed consolidated financial statements included in this report reflect the following additional items impacting the comparability of results of operations and financial condition:
•A vendor and the Company settled a dispute. In exchange for mutual releases of all claims, the Company paid the vendor $2.75 million in March 2025, $2.75 million of which has been accrued for in fiscal year 2024.
•A vendor and the Company agreed to mediate a dispute that resulted in a settlement where the Company agreed to pay the vendor $533 thousand in June 2025, which represented the past due balances for year one and year two of the agreement that were fully accrued as of December 31, 2024.
•The Company and a lessor of its former headquarters in San Francisco mutually agreed to terminate a lease. In exchange for the mutual releases, the Company paid the lessor a lump sum payment of $14.0 million in fiscal year 2025. The loss on termination of the operating lease of $0.4 million represented the difference between the settlement amount and the carrying value of the lease obligation and was recorded during the fiscal year 2024.
•A federal jury in San Jose, California issued a verdict in favor of Skillz in a patent infringement action Skillz brought against a privately-held mobile gaming company, AviaGames ("Patent Case"). Skillz, Big Run, and AviaGames entered into a settlement agreement with respect to both the Patent Case and Unfair Competition Case pending against AviaGames (the "Litigation Settlement"). In exchange for dismissal of both actions and other settlement terms, AviaGames agreed to pay Skillz and Big Run a total of $80.0 million. The Company and Big Run Studio entered into a Side Letter Agreement providing that a portion of the AviaGames settlement funds allocated to Big Run Studio be utilized to repay the outstanding principal and accrued interest under the Loan and Security Agreement totaling $2.0 million (see Note 4, Balance Sheet Components). The Company and Big Run collectively received $50.0 million from AviaGames pursuant to the settlement agreement. Of the $50.0 million received, Skillz received $48.0 million, $2.0 million of which was for settlement of the amount outstanding under the Loan and Security Agreement with Big Run. Beginning in March of 2025, AviaGames is required to pay
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Skillz an additional $7.5 million annually over a four-year period as royalty payments for AviaGames' license of the applicable patent and its patent family; no portion of these payments are due to Big Run (see Note 4, Balance Sheet Components and Note 8, Commitments and Contingencies). During the year ended December 31, 2024, the Company recorded a gain from the Litigation Settlement netting $46.0 million consisting of the gross payment of $48.0 million less the $2.0 million received for satisfaction and settlement of the Loan and Security Agreement. The Company recorded the $7.5 million payment received in March 2025 and will record the $7.5 million to be received in March 2026, 2027 and 2028 as a gain upon receipt of each payment.
•In connection with the Company's De-SPAC litigation, Skillz filed suit against its insurance carrier for D&O insurance coverage and on January 17, 2025, the insurance carrier agreed to contribute a total of $9.8 million to the Company in connection with this matter's settlement agreement. Of those funds $1.3 million was received in the quarter ending March 31, 2025 and was used to pay defense costs. During the quarter ended June 30, 2025, Skillz received the remaining $8.5 million. The parties involved with the De-SPAC litigation executed a term sheet to settle the action in principle for $10 million, subject to completing settlement documentation and obtaining court approval. As the successor to Flying Eagle, the defendant in the De-SPAC litigation, Skillz is obligated to indemnify and pay legal costs of the Individual D&O Defendants of Flying Eagle in their capacities as such in connection with this action and, as such recorded an expense of $10 million, offset by the insurance proceeds of $9.75 million, which is reflected in general and administrative expenses for the year ended December 31, 2024. The Company recorded the insurance recovery proceeds as an offset to general and administrative expenses for the year ended December 31, 2024.
Operating Segments
We generate revenue from our two reportable segments, Skillz and Aarki. Refer to Note 12, Segment Reporting, of the notes to the condensed consolidated financial statements included in this Form 10-Q for further discussion.
Skillz (the "Company" or "Skillz") operates a competitive multi-player platform, driving the future of entertainment by accelerating the convergence of video games, real world prizes, and media. The Company's principal activities are to develop and support a proprietary online-hosted technology platform that creates a multi-player system inside of game developer's games ("Competitions") to end-players worldwide.
Aarki ("Aarki") is a subsidiary of the Company and is an artificial intelligence company that delivers advertising solutions to drive revenue growth for mobile app developers. Aarki enables brands to effectively engage audiences in a privacy-first world by using billions of contextual bidding signals coupled with proprietary machine learning and behavioral models. Aarki works with advertisers globally and manages ad requests on mobile devices.
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Results of Operations
Comparison for the three months ended June 30, 2025 and 2024.
Three Months Ended June 30,
2025 to 2024 Change
2025 2024 Increase/(Decrease)
Amount Percentage
Revenue $ 25,214 $ 25,295 $ (81) - %
Costs and expenses:
Cost of revenue 3,220 3,346 (126) (4) %
Research and development 4,840 4,272 568 13 %
Sales and marketing 16,431 20,849 (4,418) (21) %
General and administrative 16,706 17,236 (530) (3) %
Gain from litigation settlement - (46,000) 46,000 (100) %
Total costs and expenses 41,197 (297) 41,494 (13971) %
(Loss) income from operations (15,983) 25,592 (41,575) (162) %
Interest (expense) income, net (1,321) 334 (1,655) (496) %
Change in fair value of common stock warrant liabilities - 2 (2) (100) %
Other (expense) income, net (637) 190 (827) (435) %
(Loss) income before income taxes (17,941) 26,118 (44,059) (169) %
(Benefit from) provision for income taxes (19) 73 (92) (126) %
Net (loss) income $ (17,922) $ 26,045 $ (43,967) (169) %
Revenue
Revenue decreased by $0.1 million, or less than 0.1%, to $25.2 million in the three months ended June 30, 2025 from $25.3 million in the three months ended June 30, 2024. This was primarily due to lower tournament, services and other revenue of $3.5 million from our Skillz segment, mostly offset by higher advertising revenue of $3.4 million generated from our Aarki segment.
Cost of Revenue
Cost of revenue decreased by $0.1 million, or 4%, to $3.2 million for the three months ended June 30, 2025 from $3.3 million in the three months ended June 30, 2024. This was primarily due to a reduction in customer support costs of $0.2 million, partially offset by an increase payment processing and other costs of $0.1 million from our Skillz segment.
Research and Development
Research and development costs increased by $0.6 million, or 13%, to $4.8 million in the three months ended June 30, 2025 from $4.3 million in the three months ended June 30, 2024. This was primarily associated with higher research and development employee related costs of $1.0 million, partially offset by lower professional fees of $0.3 million from our Skillz segment.
Sales and Marketing
Sales and marketing costs decreased by $4.4 million, or 21%, to $16.4 million in the three months ended June 30, 2025 from $20.8 million in the three months ended June 30, 2024. This was primarily driven by lower marketing expenses of $3.1 million, payroll and related expenses of $0.8 million and software license costs, facilities allocation costs and professional fees of $0.4 million from our Skillz segment.
General and Administrative
General and administrative costs decreased by $0.5 million, or 3%, to $16.7 million in the three months ended June 30, 2025 from $17.2 million in the three months ended June 30, 2024. This was primarily related to lower employee related costs of
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$1.7 million and reduced professional fees of $0.4 million, partially offset an increase in litigation and other related expenses of $1.6 million from our Skillz segment.
Gain from litigation settlement
The gain from litigation settlement of $46.0 million for the three months ended June 30, 2024 was related to the litigation settlement with AviaGames. from our Skillz segment. Refer to Note 8, Commitment and Contingencies, of the notes to the condensed consolidated financial statements for further discussion.
Interest (expense) income, net
Interest expense was $1.3 million for the three months ended June 30, 2025 compared to interest income of $0.3 million for the three months ended June 30, 2024. This was primarily due to lower interest income earned as the Company sold its marketable securities during the prior year period from our Skillz segment.
(Benefit from) provision for income taxes
The benefit from income taxes was $19.0 thousand in the three months ended June 30, 2025, as compared to the provision for income taxes of $73.0 thousand in the three months ended June 30, 2024. This was primarily due to a book loss, state taxes and equity awards activities, mostly offset by a full valuation allowance on our deferred tax assets.
Results of Operations
Comparison for the six months ended June 30, 2025 and 2024.
Six Months Ended June 30,
2025 to 2024 Change
2025 2024 Increase/(Decrease)
Amount Percentage
Revenue $ 47,111 $ 50,530 $ (3,419) (7) %
Costs and expenses:
Cost of revenue 6,184 6,798 (614) (9) %
Research and development 9,658 8,896 762 9 %
Sales and marketing 34,436 41,842 (7,406) (18) %
General and administrative 35,789 40,273 (4,484) (11) %
Gain from litigation settlement (7,500) (46,000) 38,500 (84) %
Total costs and expenses 78,567 51,809 26,758 52 %
Loss from operations (31,456) (1,279) (30,177) 2359 %
Interest (expense) income, net (2,392) 447 (2,839) (635) %
Change in fair value of common stock warrant liabilities - 11 (11) (100) %
Other (expense) income, net (1,196) 254 (1,450) (571) %
Loss before income taxes (35,044) (567) (34,477) 6081 %
Provision for income taxes 20 111 (91) (82) %
Net loss $ (35,064) $ (678) $ (34,386) 5072 %
Revenue
Revenue decreased by $3.4 million, or 7%, to $47.1 million in the six months ended June 30, 2025 from $50.5 million in the six months ended June 30, 2024. This was primarily due to lower tournament, services and other revenue of $8.8 million, partially offset by higher services and other revenue of $0.3 million from our Skillz segment, mostly offset by higher advertising revenue of $5.0 million generated from our Aarki segment.
Cost of Revenue
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Cost of revenue decreased by $0.6 million, or 9%, to $6.2 million for the six months ended June 30, 2025 from $6.8 million in the six months ended June 30, 2024. This was primarily due to a reduction in customer support costs of $0.5 million and payment processing and other costs of $0.1 million from our Skillz segment.
Research and Development
Research and development costs increased by $0.8 million, or 9%, to $9.7 million in the six months ended June 30, 2025 from $8.9 million in the six months ended June 30, 2024. This was primarily associated with higher research and development employee related costs of $1.4 million, partially offset by lower software license expenses and professional fees of $0.5 million from our Skillz segment.
Sales and Marketing
Sales and marketing costs decreased by $7.4 million, or 18%, to $34.4 million in the six months ended June 30, 2025 from $41.8 million in the six months ended June 30, 2024. This was primarily driven by lower marketing expenses of $4.5 million, payroll and related expenses of $2.1 million and software license costs, professional fees and facilities allocations of $0.8 million from our Skillz segment.
General and Administrative
General and administrative costs decreased by $4.5 million, or 11%, to $35.8 million in the six months ended June 30, 2025 from $40.3 million in the six months ended June 30, 2024. This was primarily related to lower employee related costs of $4.4 million from our Skillz segment.
Gain from litigation settlement
The gain from litigation settlement of $7.5 million and $46.0 million for the six months ended June 30, 2025 and 2024, respectively, was related to the litigation settlement with AviaGames from our Skillz segment. Refer to Note 8, Commitments and Contingencies, of the notes to the condensed consolidated financial statements for further discussion.
Interest (expense) income, net
Interest expense was $2.4 million for the six months ended June 30, 2025 compared to interest income of $0.4 million for the six months ended June 30, 2024. This was primarily due to lower interest income earned as the Company sold its marketable securities during the prior year period from our Skillz segment.
Provision for income taxes
Provision for income taxes decreased by $91.0 thousand to $20.0 thousand in the six months ended June 30, 2025, from $111.0 thousand in the six months ended June 30, 2024. This was primarily due to a book loss, state taxes and equity award activities, mostly offset by a full valuation allowance on our deferred tax assets.
Liquidity and Capital Resources
Since inception, we have financed our operations primarily from the sales of capital stock. As of June 30, 2025, our principal sources of liquidity were our cash, cash equivalents and restricted cash in the amount of $238.7 million, which are primarily invested in money market funds and marketable securities with maturities of less than three months.
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In December 2021, the Company offered $300 million in aggregate principal senior secured notes due 2026 in a private offering. The notes were sold in a private placement to qualified institutional buyers. Annual interest started to accrue from December 20, 2021 at a stated rate of 10.25% and is payable semiannually on June 15 and December 15 of each year, beginning on June 15, 2022. The notes will mature on December 15, 2026. We used the net proceeds from the offering for general corporate purposes. The notes contain customary covenants restricting our and certain of our subsidiaries' ability to incur debt, incur liens, make distributions to holders of our stock, make certain transactions with our affiliates, as well as certain financial covenants specified in the indentures. After giving effect to 2023 and other previous open market repurchases of our senior secured notes, as of June 30, 2025, $129.7 million of the senior secured notes remained outstanding.
Other than as described below with respect to the Company's noncompliance with certain reporting covenants under the indenture governing its senior secured notes, the Company has complied with debt covenant requirements that could have a material impact on debt classification in the event of non-compliance. In light of delays in the filing of our annual financial statements on our Form 10-K and the interim financial statements on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, the Company fell out of compliance with the reporting covenants under the indenture governing its senior secured notes that require the Company provide to the trustee and holders of the senior secured notes all quarterly and annual reports required to be filed with the SEC within the time periods specified under the Exchange Act. As such, on September 30, 2025, the Company received a notice of default from the trustee of the senior secured notes. The filing of the Company's Annual Report on Form 10-K on November 6, 2025, the quarterly report for the quarter ending March 31, 2025 and this quarterly report for the quarter ending June 30, 2025 helped the Company restore compliance with a portion of this requirement. When filed, the filing of the quarterly report for the quarter ending September 30, 2025 on Form 10-Q will complete the necessary steps in order to regain compliance with the terms of the indenture governing the Company's senior secured notes
Our existing liquidity resources are sufficient to continue operating activities for at least one year past the issuance date of the condensed consolidated financial statements. Our future cash requirements will depend on many factors, including our rate of revenue growth and the expansion of our sales and marketing activities. We also may invest in or acquire complementary businesses, applications or technologies.
The following table provides a summary of cash flow data (in thousands):
Six Months Ended June 30,
2025 2024
Net cash (used in) provided by operating activities $ (31,741) $ 23,406
Net cash (used in) provided by investing activities $ (3,428) $ 2,210
Net cash used in financing activities $ (8,097) $ (11,225)
Net Cash (Used In) Provided By Operating Activities
Our cash flows from operating activities are significantly affected by the growth of our business primarily related to research and development, sales and marketing, and general and administrative activities. Our operating cash flows are also affected by our working capital needs to support growth in personnel-related expenditures and fluctuations in accounts payable and other current assets and liabilities.
Net cash used in operating activities of $31.7 million for the six months ended June 30, 2025 primarily reflects a net loss of $35.1 million non-cash expenses of $9.9 million related to stock-based compensation, and net cash outflows of $7.9 million from changes in operating assets and liabilities from our Skillz and Aarki segments. During the six months ended September 30, 2025, $7.5 million was received from the litigation settlement with AviaGames from our Skillz segment.
Net Cash (Used In) Provided By Investing Activities
Net cash used in investing activities of $3.4 million for the six months ended June 30, 2025 was primarily driven by capitalization of software development costs of $1.6 million and purchases of property and equipment of $1.8 million from our Skillz segment.
Net Cash Used In Financing Activities
Net cash used in financing activities was $8.1 million for six months ended June 30, 2025, consisting primarily of the repurchase of common stock from our Skillz segment.
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Contractual Obligations and Commitments
Our material cash requirements include the following contractual and other obligations.
Leases
We have operating lease arrangements for office space, and finance lease agreements for certain network equipment. As of June 30, 2025, we had lease payment obligations of $0.3 million, of which $0.3 million is payable within 12 months.
Long-Term Debt
The Company's long-term debt consists of the 2021 Senior Secured Notes. The total principal amount of $129.7 million, gross of discount and issuance costs of $3.1 million, is due on December 15, 2026.
Off-Balance Sheet Arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical Accounting Policies and Estimates
See critical accounting policies and estimates in our Annual Report as there have been no material changes.
Recent Accounting Pronouncements
See Note 2, Summary of Significant Accounting Policies, to our condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.

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