Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Oct. 15, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Eventbrite, Inc. | |
Entity Central Index Key | 0001475115 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 57,411,637 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,991,920 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 485,197 | $ 437,892 |
Funds receivable | 44,417 | 58,697 |
Accounts receivable, net | 4,142 | 4,069 |
Creator signing fees, net | 9,057 | 7,324 |
Creator advances, net | 23,841 | 21,255 |
Prepaid expenses and other current assets | 10,211 | 16,467 |
Total current assets | 576,865 | 545,704 |
Property, plant and equipment, net | 46,399 | 44,219 |
Goodwill | 170,560 | 170,560 |
Acquired intangible assets, net | 51,808 | 59,973 |
Restricted cash | 2,218 | 1,508 |
Creator signing fees, noncurrent | 15,919 | 9,681 |
Creator advances, noncurrent | 956 | 1,887 |
Other assets | 2,083 | 3,352 |
Total assets | 866,808 | 836,884 |
Current liabilities | ||
Accounts payable, creators | 367,299 | 272,201 |
Accounts payable, trade | 2,238 | 1,028 |
Accrued compensation and benefits | 5,564 | 5,586 |
Accrued taxes | 4,678 | 8,028 |
Current portion of term loan | 0 | 5,635 |
Other accrued liabilities | 21,767 | 15,726 |
Total current liabilities | 401,546 | 308,204 |
Build-to-suit lease financing obligation | 27,586 | 28,510 |
Accrued taxes, noncurrent | 14,244 | 15,691 |
Term loan | 0 | 67,087 |
Other liabilities | 2,252 | 2,170 |
Total liabilities | 445,628 | 421,662 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of September 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 84,372,101 shares issued and outstanding as of September 30, 2019; 1,100,000,000 shares authorized, 78,546,874 shares issued and 78,358,394 shares outstanding as of December 31, 2018 | 1 | 0 |
Treasury stock at cost; no shares as of September 30, 2019 and 188,480 shares as of December 31, 2018 | 0 | (488) |
Additional paid-in capital | 779,481 | 718,405 |
Accumulated deficit | (358,302) | (302,695) |
Total stockholders’ equity | 421,180 | 415,222 |
Total liabilities and stockholders’ equity | $ 866,808 | $ 836,884 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized (in shares) | 1,100,000,000 | 1,100,000,000 |
Common stock, shares issued (in shares) | 84,372,101 | 78,546,874 |
Common stock, shares outstanding (in shares) | 84,372,101 | 78,358,394 |
Treasury stock (in shares) | 0 | 188,480 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Net revenue | $ 82,052,000 | $ 73,628,000 | $ 244,136,000 | $ 215,696,000 | |
Cost of net revenue | [1] | 33,345,000 | 31,477,000 | 94,936,000 | 89,424,000 |
Gross profit | 48,707,000 | 42,151,000 | 149,200,000 | 126,272,000 | |
Operating expenses: | |||||
Product development | [1] | 15,902,000 | 12,856,000 | 46,461,000 | 32,671,000 |
Sales, marketing and support | [1] | 28,552,000 | 21,186,000 | 75,986,000 | 63,415,000 |
General and administrative | [1] | 27,159,000 | 21,163,000 | 74,337,000 | 59,551,000 |
Total operating expenses | [1] | 71,613,000 | 55,205,000 | 196,784,000 | 155,637,000 |
Loss from operations | (22,906,000) | (13,054,000) | (47,584,000) | (29,365,000) | |
Interest expense | (1,681,000) | (3,300,000) | (5,482,000) | (9,399,000) | |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | (3,520,000) | 0 | (9,591,000) | |
Loss on debt extinguishment | (1,742,000) | (17,173,000) | (1,742,000) | (178,000) | |
Other income (expense), net | (3,700,000) | 1,414,000 | (1,145,000) | (1,880,000) | |
Loss before income taxes | (30,029,000) | (35,633,000) | (55,953,000) | (50,413,000) | |
Income tax provision (benefit) | 147,000 | (117,000) | (946,000) | 683,000 | |
Net loss | $ (30,176,000) | $ (35,516,000) | $ (55,007,000) | $ (51,096,000) | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.36) | $ (1.24) | $ (0.68) | $ (2.15) | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 83,063 | 28,736 | 81,094 | 23,799 | |
Stock-based compensation expense | $ 9,936,000 | $ 15,049,000 | $ 26,769,000 | $ 23,157,000 | |
Cost of net revenue | |||||
Operating expenses: | |||||
Stock-based compensation expense | 393,000 | 154,000 | 962,000 | 278,000 | |
Product development | |||||
Operating expenses: | |||||
Stock-based compensation expense | 3,322,000 | 2,497,000 | 7,547,000 | 3,845,000 | |
Sales, marketing and support | |||||
Operating expenses: | |||||
Stock-based compensation expense | 1,569,000 | 1,151,000 | 4,038,000 | 2,729,000 | |
General and administrative | |||||
Operating expenses: | |||||
Stock-based compensation expense | $ 4,652,000 | $ 11,247,000 | $ 14,222,000 | $ 16,305,000 | |
[1] | (1) Includes stock-based compensation as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017Cost of net revenue$393 $154 $962 $278Product development3,322 2,497 7,547 3,845Sales, marketing and support1,569 1,151 4,038 2,729General and administrative4,652 11,247 14,222 16,305 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit |
Shares outstanding, beginning of period (in shares) at Dec. 31, 2017 | 0 | 20,773,441 | (188,480) | |||
Beginning balance at Dec. 31, 2017 | $ (155,814) | $ 0 | $ 0 | $ (488) | $ 83,291 | $ (238,617) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,087,555 | |||||
Issuance of common stock upon exercise of stock options | 4,208 | 4,208 | ||||
Vesting of early exercised stock options | 183 | 183 | ||||
Stock-based compensation | 8,381 | 8,381 | ||||
Net loss | (15,580) | (15,580) | ||||
Issuance of common stock in acquisitions (in shares) | 676,060 | |||||
Issuance of common stock, acquisitions | 7,439 | 7,439 | ||||
Shares outstanding, end of period (in shares) at Jun. 30, 2018 | 0 | 22,537,056 | (188,480) | |||
Ending balance at Jun. 30, 2018 | $ (151,183) | $ 0 | $ 0 | $ (488) | 103,502 | (254,197) |
Redeemable convertible preferred stock, beginning of period (in shares) at Dec. 31, 2017 | 41,628,207 | |||||
Redeemable convertible preferred stock, beginning of period at Dec. 31, 2017 | $ 334,018 | |||||
Redeemable convertible preferred stock, end of period (in shares) at Jun. 30, 2018 | 41,628,207 | |||||
Redeemable convertible preferred stock, end of period at Jun. 30, 2018 | $ 334,018 | |||||
Shares outstanding, beginning of period (in shares) at Dec. 31, 2017 | 0 | 20,773,441 | (188,480) | |||
Beginning balance at Dec. 31, 2017 | (155,814) | $ 0 | $ 0 | $ (488) | 83,291 | (238,617) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (51,096) | |||||
Shares outstanding, end of period (in shares) at Sep. 30, 2018 | 11,500,000 | 66,767,979 | (188,480) | |||
Ending balance at Sep. 30, 2018 | $ 420,396 | $ 0 | $ 0 | $ (488) | 710,597 | (289,713) |
Redeemable convertible preferred stock, beginning of period (in shares) at Dec. 31, 2017 | 41,628,207 | |||||
Redeemable convertible preferred stock, beginning of period at Dec. 31, 2017 | $ 334,018 | |||||
Redeemable convertible preferred stock, end of period (in shares) at Sep. 30, 2018 | 0 | |||||
Redeemable convertible preferred stock, end of period at Sep. 30, 2018 | $ 0 | |||||
Shares outstanding, beginning of period (in shares) at Jun. 30, 2018 | 0 | 22,537,056 | (188,480) | |||
Beginning balance at Jun. 30, 2018 | (151,183) | $ 0 | $ 0 | $ (488) | 103,502 | (254,197) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 552,922 | |||||
Issuance of common stock upon exercise of stock options | 3,302 | 3,302 | ||||
Issuance of common stock for settlement of RSUs (in shares) | 802,900 | |||||
Shares withheld related to net share settlement (in shares) | (391,874) | |||||
Shares withheld related to net share settlement | (9,013) | (9,013) | ||||
Conversion of common stock from Class B to A (in shares) | 42,188,624 | |||||
Conversion of common stock from Class B to Class A | 334,018 | 334,018 | ||||
Vesting of early exercised stock options | 92 | 92 | ||||
Stock-based compensation | 15,198 | 15,198 | ||||
Net loss | (35,516) | (35,516) | ||||
Issuance of common stock in acquisitions (in shares) | 81,158 | |||||
Issuance of common stock, acquisitions | 1,393 | 1,393 | ||||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions (in shares) | 11,500,000 | |||||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions | 245,985 | 245,985 | ||||
Costs related to initial public offering | (5,345) | (5,345) | ||||
Automatic conversion of warrants in connection with initial public offering (in shares) | 997,193 | |||||
Automatic conversion of warrants in connection with initial public offering | 21,465 | 21,465 | ||||
Shares outstanding, end of period (in shares) at Sep. 30, 2018 | 11,500,000 | 66,767,979 | (188,480) | |||
Ending balance at Sep. 30, 2018 | $ 420,396 | $ 0 | $ 0 | $ (488) | 710,597 | (289,713) |
Redeemable convertible preferred stock, beginning of period (in shares) at Jun. 30, 2018 | 41,628,207 | |||||
Redeemable convertible preferred stock, beginning of period at Jun. 30, 2018 | $ 334,018 | |||||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | (41,628,207) | |||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | $ (334,018) | |||||
Redeemable convertible preferred stock, end of period (in shares) at Sep. 30, 2018 | 0 | |||||
Redeemable convertible preferred stock, end of period at Sep. 30, 2018 | $ 0 | |||||
Shares outstanding, beginning of period (in shares) at Dec. 31, 2018 | 11,502,993 | 66,855,401 | (188,480) | |||
Beginning balance at Dec. 31, 2018 | 415,222 | $ 0 | $ 0 | $ (488) | 718,405 | (302,695) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,570,467 | 249,207 | ||||
Issuance of common stock upon exercise of stock options | 22,953 | 22,953 | ||||
Issuance of restricted stock awards (in shares) | 25,418 | |||||
Issuance of common stock for settlement of RSUs (in shares) | 114,467 | |||||
Issuance of common stock for ESPP Purchase (in shares) | 167,706 | |||||
Issuance of common stock for ESPP Purchase | 2,234 | 2,234 | ||||
Shares withheld related to net share settlement (in shares) | (36,107) | |||||
Shares withheld related to net share settlement | (813) | (813) | ||||
Conversion of common stock from Class B to A (in shares) | 32,586,530 | (32,586,530) | ||||
Conversion of common stock from Class B to Class A | 0 | |||||
Vesting of early exercised stock options | 184 | 184 | ||||
Stock-based compensation | 17,484 | 17,484 | ||||
Retirement of treasury stock (in shares) | 188,480 | |||||
Retirement of treasury stock | 0 | $ 488 | (488) | |||
Net loss | (24,831) | (24,831) | ||||
Shares outstanding, end of period (in shares) at Jun. 30, 2019 | 47,931,474 | 34,518,078 | 0 | |||
Ending balance at Jun. 30, 2019 | 431,833 | $ 0 | $ 0 | $ 0 | 759,959 | (328,126) |
Shares outstanding, beginning of period (in shares) at Dec. 31, 2018 | 11,502,993 | 66,855,401 | (188,480) | |||
Beginning balance at Dec. 31, 2018 | $ 415,222 | $ 0 | $ 0 | $ (488) | 718,405 | (302,695) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 5,305,686 | |||||
Net loss | $ (55,007) | |||||
Shares outstanding, end of period (in shares) at Sep. 30, 2019 | 57,253,565 | 27,118,536 | 0 | |||
Ending balance at Sep. 30, 2019 | 421,180 | $ 1 | $ 0 | $ 0 | 779,481 | (358,302) |
Shares outstanding, beginning of period (in shares) at Jun. 30, 2019 | 47,931,474 | 34,518,078 | 0 | |||
Beginning balance at Jun. 30, 2019 | 431,833 | $ 0 | $ 0 | $ 0 | 759,959 | (328,126) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,486,012 | 0 | ||||
Issuance of common stock upon exercise of stock options | 9,859 | 9,859 | ||||
Issuance of restricted stock awards (in shares) | 369,140 | |||||
Issuance of common stock for settlement of RSUs (in shares) | 107,554 | |||||
Shares withheld related to net share settlement (in shares) | (40,157) | |||||
Shares withheld related to net share settlement | (704) | (704) | ||||
Conversion of common stock from Class B to A (in shares) | 7,399,542 | (7,399,542) | ||||
Conversion of common stock from Class B to Class A | 0 | $ 1 | (1) | |||
Vesting of early exercised stock options | 92 | 92 | ||||
Stock-based compensation | 10,276 | 10,276 | ||||
Net loss | (30,176) | (30,176) | ||||
Shares outstanding, end of period (in shares) at Sep. 30, 2019 | 57,253,565 | 27,118,536 | 0 | |||
Ending balance at Sep. 30, 2019 | $ 421,180 | $ 1 | $ 0 | $ 0 | $ 779,481 | $ (358,302) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Cash flows from operating activities | ||||
Net loss | $ (30,176,000) | $ (35,516,000) | $ (55,007,000) | $ (51,096,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization | 6,237,000 | 8,830,000 | 18,456,000 | 25,612,000 |
Amortization of creator signing fees | 2,826,000 | 1,975,000 | 7,741,000 | 5,052,000 |
Accretion of term loan | 103,000 | 204,000 | 326,000 | 1,616,000 |
Loss on debt extinguishment | 1,742,000 | 17,173,000 | 1,742,000 | 178,000 |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 3,520,000 | 0 | 9,591,000 |
Change in fair value of term loan embedded derivatives | 0 | (2,119,000) | 0 | (2,119,000) |
Stock-based compensation | 9,936,000 | 15,049,000 | 26,769,000 | 23,157,000 |
Impairment charges | 1,056,000 | 46,000 | 2,955,000 | 1,110,000 |
Provision for bad debt and creator advances | 1,602,000 | 274,000 | 3,982,000 | 1,807,000 |
Loss on disposal of equipment | 3,000 | 0 | 61,000 | 1,000 |
Deferred income taxes | (33,000) | (170,000) | (778,000) | 447,000 |
Changes in operating assets and liabilities, net of impact of acquisitions: | ||||
Accounts receivable | (121,000) | (1,208,000) | (1,182,000) | (2,154,000) |
Funds receivable | 2,165,000 | (15,227,000) | 14,280,000 | (449,000) |
Creator signing fees, net | (7,254,000) | (4,654,000) | (16,505,000) | (10,931,000) |
Creator advances, net | 1,823,000 | (2,881,000) | (6,690,000) | (5,398,000) |
Prepaid expenses and other current assets | 4,524,000 | 530,000 | 6,256,000 | (2,900,000) |
Other assets | 86,000 | 460,000 | 84,000 | (234,000) |
Accounts payable, creators | 44,317,000 | 49,585,000 | 95,098,000 | 79,531,000 |
Accounts payable, trade | 112,000 | 390,000 | 1,068,000 | 801,000 |
Accrued compensation and benefits | 286,000 | 676,000 | (22,000) | 80,000 |
Accrued taxes | 175,000 | 4,534,000 | (3,350,000) | 6,777,000 |
Other accrued liabilities | 2,879,000 | (4,905,000) | 5,591,000 | 4,480,000 |
Accrued taxes, non-current | 665,000 | (12,486,000) | (669,000) | (11,846,000) |
Other liabilities | (194,000) | (294,000) | 285,000 | (328,000) |
Net cash provided by operating activities | 42,759,000 | 23,786,000 | 100,491,000 | 72,785,000 |
Cash flows from investing activities | ||||
Purchases of property and equipment | (1,393,000) | (1,545,000) | (4,959,000) | (4,233,000) |
Capitalized internal-use software development costs | (2,145,000) | (1,603,000) | (6,416,000) | (5,934,000) |
Acquisitions, net of cash acquired | 0 | (2,247,000) | 0 | 11,606,000 |
Net cash provided by (used in) investing activities | (3,538,000) | (5,395,000) | (11,375,000) | 1,439,000 |
Cash flows from financing activities | ||||
Proceeds from initial public offering, net of underwriters' discounts, commissions and offering costs, net of reimbursements | 0 | 244,133,000 | 0 | 244,133,000 |
Proceeds from issuance of common stock under ESPP | 0 | 0 | 2,234,000 | 0 |
Proceeds from exercise of stock options | 9,860,000 | 3,302,000 | 32,814,000 | 7,510,000 |
Taxes paid related to net share settlement of equity awards | (127,000) | (9,013,000) | (833,000) | (9,013,000) |
Proceeds from term loans | 0 | 75,000,000 | 0 | 120,000,000 |
Principal payments on debt obligations | (62,188,000) | (74,210,000) | (73,594,000) | (109,665,000) |
Prepayment penalties on debt extinguishment | 0 | (7,406,000) | 0 | (7,406,000) |
Payment of debt issuance costs | 0 | 0 | (457,000) | 0 |
Payments on capital lease obligations | (76,000) | 0 | (214,000) | (76,000) |
Payments on lease financing obligations | (237,000) | (173,000) | (638,000) | (452,000) |
Payments of deferred offering costs | 0 | 0 | (413,000) | (183,000) |
Net cash provided by (used in) financing activities | (52,768,000) | 231,633,000 | (41,101,000) | 244,848,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (13,547,000) | 250,024,000 | 48,015,000 | 319,072,000 |
Cash, cash equivalents and restricted cash | ||||
Beginning of period | 500,962,000 | 261,269,000 | 439,400,000 | 192,221,000 |
End of period | 487,415,000 | 511,293,000 | 487,415,000 | 511,293,000 |
Supplemental cash flow data | ||||
Interest paid | 756,000 | 2,163,000 | 2,632,000 | 5,785,000 |
Income taxes paid, net of refunds | 493,000 | 198,000 | 860,000 | 341,000 |
Non-cash investing and financing activities | ||||
Vesting of early exercised stock options | 92,000 | 92,000 | 276,000 | 275,000 |
Purchases of property and equipment, accrued but unpaid | 167,000 | 0 | 167,000 | 0 |
Issuance of shares of common stock for acquisitions | 0 | 1,395,000 | 0 | 8,834,000 |
Conversion of redeemable convertible preferred stock in connection with initial public offering | 0 | 21,465,000 | 0 | 21,465,000 |
Issuance of redeemable convertible preferred stock warrants in connection with loan facilities and term loan | 0 | 0 | 0 | 4,603,000 |
Deferred offering costs included in accounts payable, trade and other accrued liabilities | $ 0 | $ 3,262,000 | $ 0 | $ 3,262,000 |
Organization
Organization | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Description of Business Eventbrite, Inc. (Eventbrite or the Company) has built a powerful, broad technology platform to enable creators to solve many challenges associated with creating live experiences. The Company’s platform integrates components needed to seamlessly plan, promote and produce live events, thereby allowing creators to reduce friction and costs, increase reach and drive ticket sales. Initial Public Offering In September 2018, the Company completed its initial public offering (IPO) in which the Company issued and sold 11,500,000 shares of Class A common stock at a public offering price of $23.00 per share, which included 1,500,000 shares sold pursuant to the exercise by the underwriters' option to purchase additional shares. The Company received aggregate net proceeds of $246.0 million from the IPO, net of underwriter discounts and commissions, before deducting additional offering costs of $5.5 million , net of reimbursements. Immediately prior to the closing of the IPO, (i) all shares of common stock then outstanding were reclassified as Class B common stock, (ii) 41,628,207 shares of redeemable convertible preferred stock outstanding converted into 42,188,624 shares of Class B common stock (including additional shares issued upon conversion of our Series G redeemable convertible preferred stock based on the IPO price of $23.00 per share) and (iii) warrants to purchase 933,269 shares of our Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying interim condensed consolidated financial statements of the Company are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations and cash flows for the interim periods. All intercompany transactions and balances have been eliminated. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (2018 Form 10-K). Prior Period Reclassification Beginning in the first quarter of 2019, the Company classified the amortization of acquired customer relationship intangible assets and certain other costs as sales, marketing and support expenses. Previously, these expenses were classified as general and administrative expenses. The Company has reclassified $3.8 million and $10.4 million of expenses for the three and nine months ended September 30, 2018 , respectively, and $0.4 million for the three months ended March 31, 2019 which is included in the nine months ended September 30, 2019, to make the presentation consistent with the current period. There was no change to total operating expenses, loss from operations, loss before provision for income taxes or net loss for the three or nine months ended September 30, 2018 or the three months ended March 31, 2019 as a result of these reclassifications. Use of Estimates In order to conform with U.S. GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its condensed consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of the redeemable convertible preferred stock warrant liability and term loan derivative asset, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, indirect tax reserves and contra revenue amounts related to fraudulent events, customer disputed transactions and refunds. The Company evaluates these estimates on an ongoing basis. Actual results could differ from these estimates and such differences could be material to the Company’s consolidated financial statements. Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the interim unaudited condensed consolidated financial statements. Emerging Growth Company Status As an emerging growth company (EGC), the Jump-start Our Business Start-ups Act (JOBS Act) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. As a result, the Company's financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Based on the market value of our Class A common stock held by non-affiliates as of June 30, 2019, the Company will become a large accelerated filer as of December 31, 2019 and cease to be an emerging growth company, and, therefore, will no longer be able to take advantage of this extended transition period. Recently Adopted Accounting Pronouncements The Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business beginning January 1, 2019. This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this standard has had no material impact on the Company's interim condensed consolidated financial statements. In May 2014, and in subsequent updates, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC Topic 606), which supersedes nearly all existing revenue recognition guidance. ASC Topic 606 establishes a five-step revenue recognition process in which an entity will recognize revenue when or as it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC Topic 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC Topic 606 was effective for and adopted by the Company beginning January 1, 2019. The Company applied the modified retrospective approach to contracts which were not completed as of the adoption date. The adoption of ASC Topic 606 primarily had the following impact on the Company's financial statements: ▪ Beginning January 1, 2019, the Company recognizes revenue allocated to its customer service and account management performance obligations over time as the Company has a stand-ready obligation to provide these services to certain customers. The Company recorded a cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019 of $0.6 million and a corresponding increase to contract liabilities, included within other accrued liabilities on the interim condensed consolidated balance sheet. ▪ The adoption of ASC Topic 606 had no material impact to the Company's net revenues recorded in the three or nine months ended September 30, 2019 . ▪ The accounting treatment of incremental costs of obtaining contracts under ASC Topic 606 had no material impact to the Company's interim unaudited condensed consolidated financial statements. ▪ The adoption of ASC Topic 606 had no impact to the Company's total net cash provided by or used in operating, investing or financing activities within the Company's interim condensed consolidated statement of cash flows for the three or nine months ended September 30, 2019 . Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC Topic 606. Recently Issued Accounting Pronouncements Not Yet Adopted In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) : Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This standard is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This standard will apply to the Company’s reporting requirements in performing goodwill impairment testing, however, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02) which requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions for all entities. ASU 2016-02 requires reporting entities to apply a modified retrospective transition approach and are permitted to choose to adjust comparative periods or to not adjust comparative periods. For public business entities, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. As the Company expects to become a large accelerated filer as of December 31, 2019 and cease to be an emerging growth company, the Company anticipates it will adopt ASU 2016-02 as of January 1, 2019 in the annual financial statements to be reported in its Annual Report on Form 10-K for the year ended December 31, 2019. The Company expects to adopt ASU 2016-02 using the modified retrospective transition approach and to not adjust comparative periods. The Company is currently evaluating the effect that implementation and adoption of ASU 2016-02 will have on its consolidated financial statements. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes bank deposits held by financial institutions. Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $325.9 million and $217.4 million as of September 30, 2019 and December 31, 2018 , respectively. Although creator cash is legally unrestricted, the Company does not utilize creator cash for its own financing or investing activities as the amounts are payable to creators on a regular basis. These amounts due to creators are included in accounts payable, creators on the condensed consolidated balance sheets. The Company has issued letters of credit under lease agreements and other agreements, which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 485,197 $ 437,892 Restricted cash 2,218 1,508 Total cash, cash equivalents and restricted cash $ 487,415 $ 439,400 Funds Receivable Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such amounts were $41.4 million and $54.8 million as of September 30, 2019 and December 31, 2018 , respectively. Revenue Recognition The Company determines revenue recognition through the following steps: i. Identification of the contract, or contracts, with a customer ii. Identification of the performance obligations in the contract iii. Determination of the transaction price iv. Allocation of the transaction price to the performance obligations in the contract v. Recognition of revenue when, or as, the Company satisfies a performance obligation The Company derives its revenues primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. The Company also derives revenues from providing certain creators with account management services and customer support. The Company's customers are event creators who use the Company's platform to sell tickets to attendees. Revenue is recognized when or as control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company allocates the transaction price by estimating a standalone selling price for each performance obligation using an expected cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. The event creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company's fees, to the event creator. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company's fees. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the condensed consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue. Significant Accounting Policies Other than as discussed above with respect to the Company's adoption of ASC Topic 606, there have been no material changes to the Company's significant accounting policies as described in the Company's 2018 Form 10-K. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Other inputs that are directly or indirectly observable in the marketplace. Level 3 – Unobservable inputs that are supported by little or no market activity. The Company’s funds receivable, accounts receivable, accounts payable, other current liabilities and debt approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt, which is Level 2. There are no other Level 1 or Level 2 assets or liabilities recorded at September 30, 2019 and December 31, 2018 . The Company measures the redeemable convertible preferred stock warrant liability (as discussed in Note 11) and term loan derivative asset (as discussed in Note 10) at fair value on a recurring basis and determined these are Level 3 financial assets and liabilities, respectively, in the fair value hierarchy. The fair value of the redeemable convertible preferred stock warrants was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various equity securities was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and two scenarios contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under the IPO scenarios. The discounted cash flow method was used to value the Company under the staying private scenarios. Share value for each class of security was based upon the probability-weighted present value of expected future investment returns, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events (primarily the IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. Generally, changes in the fair value of the underlying redeemable convertible preferred stock would result in a directionally similar impact to the fair value of the redeemable convertible preferred stock warrant liability. The significant unobservable inputs into the valuation model used to estimate the fair value of the term loan derivative asset include the timing of potential events (primarily the IPO), probability of exercise and the discount rate used to calculate the present value of future cash flows. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 during the three or nine months ended September 30, 2019 or during the year ended December 31, 2018 . |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions In August 2018, the Company acquired Picatic e-Ticket Inc. (Picatic), a Canadian ticketing company. The Company acquired Picatic primarily to bolster its engineering staff and enhance its ticketing solutions. The acquisition of Picatic has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $2.9 million , which consisted of $1.3 million in cash and 81 thousand shares of the Company’s common stock. Acquisition costs directly related to the Picatic transaction were $0.3 million and are included in general and administrative expenses in the consolidated statements of operations for the nine months ended September 30, 2018 . The total purchase price of the Picatic acquisition was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded in connection with the Picatic acquisition is not deductible for tax purposes and is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. In April 2018, the Company acquired Ticketea S.L. (Ticketea), a leading Spanish ticketing provider. The Company acquired Ticketea in order to enhance its ticketing solutions and expand in the Spanish market. The acquisition of Ticketea has been accounted for as a business combination . The acquisition date fair value of the consideration transferred was $11.4 million , which consisted of $3.6 million in cash and 0.7 million shares of the Company’s common stock. Of the 0.7 million shares, 0.1 million shares are being held in escrow for adjustments related to working capital requirements and breaches of representations, warranties and covenants. These escrowed shares will be released approximately 18 months from the acquisition date, net of any adjustments. Acquisition costs related to the Ticketea transaction were $0.5 million and are included in general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2018 . The total purchase price of the Ticketea acquisition was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded in connection with the Ticketea acquisition is not deductible for tax purposes and is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands): Picatic Ticketea Total Cash and restricted cash $ 160 $ 17,852 $ 18,012 Funds and accounts receivable 10 1,058 1,068 Creator advances — 532 532 Prepaid expenses and other current assets 87 94 181 Property and equipment — 42 42 Other noncurrent assets — 28 28 Accounts payable, creators — (19,671 ) (19,671 ) Other current liabilities (121 ) (529 ) (650 ) Intangible assets 507 3,094 3,601 Goodwill 2,219 8,937 11,156 Total purchase price $ 2,862 $ 11,437 $ 14,299 The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years): Picatic Estimated Ticketea Estimated Customer relationships $ 507 2.5 $ 2,475 5.0 Developed technology — 619 1.0 Total acquired intangible assets $ 507 $ 3,094 |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net is comprised of invoiced amounts to customers who use FPP for payment processing as well as other invoiced amounts. The following table summarizes the Company's accounts receivable balances as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Accounts receivable, customers $ 6,774 $ 5,651 Allowance for doubtful accounts (2,632 ) (1,582 ) Accounts receivable, net $ 4,142 $ 4,069 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Creator Signing Fees, Net | Creator Signing Fees, Net Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. Amortization of creator signing fees is recorded as a reduction of revenue in the condensed consolidated statements of operations. As of September 30, 2019 , these payments are being amortized over a weighted-average remaining contract life of 3.6 years on a straight-line basis. Creator signing fees that are expected to be amortized within 12 months of the balance sheet date are classified as creator signing fees, net and the remainder is classified as noncurrent on the condensed consolidated balance sheets. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): Three Months Ended September 30, 2019 2018 Balance, beginning of period $ 20,763 $ 13,278 Creator signing fees paid 7,254 5,441 Amortization of creator signing fees (2,826 ) (1,975 ) Write-offs and other adjustments (215 ) (802 ) Balance, end of period $ 24,976 $ 15,942 Nine Months Ended September 30, 2019 2018 Balance, beginning of period $ 17,005 $ 10,421 Creator signing fees paid 16,440 11,719 Amortization of creator signing fees (7,741 ) (5,052 ) Write-offs and other adjustments (728 ) (1,146 ) Balance, end of period $ 24,976 $ 15,942 Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Creator signing fees, net $ 9,057 $ 7,324 Creator signing fees, noncurrent 15,919 9,681 |
Creator Advances, Net
Creator Advances, Net | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Creator Advances, Net | Creator Advances, Net Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets for the event until the creator payment has been fully recovered. Creator advances that are expected to be recovered within 12 months of the balance sheet date are classified as creator advances, net and the remainder is classified as noncurrent on the condensed consolidated balance sheets. The following table summarizes the activity in creator advances for the periods indicated (in thousands): Three Months Ended September 30, 2019 2018 Balance, beginning of period $ 28,716 $ 21,602 Acquired with Ticketea transaction — — Creator advances paid 8,525 6,961 Creator advances recouped (10,348 ) (3,261 ) Write-offs and other adjustments (2,096 ) (852 ) Balance, end of period $ 24,797 $ 24,450 Nine Months Ended September 30, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 27,609 17,208 Creator advances recouped (21,011 ) (10,998 ) Write-offs and other adjustments (4,943 ) (2,368 ) Balance, end of period $ 24,797 $ 24,450 Creator advances are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Creator advances, net $ 23,841 $ 21,255 Creator advances, noncurrent 956 1,887 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Building and improvements $ 33,277 $ 33,277 Capitalized internal-use software development costs 42,608 35,201 Furniture and fixtures 3,765 3,557 Computers and computer equipment 14,744 11,676 Leasehold improvements 6,546 5,084 100,940 88,795 Less: Accumulated depreciation and amortization (54,541 ) (44,576 ) Property, plant and equipment, net $ 46,399 $ 44,219 The Company recorded the following amounts related to depreciation expense and capitalized internal-use software development costs during the periods indicated (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Depreciation expense $ 1,591 $ 1,316 $ 4,827 $ 3,610 Capitalized internal-use software development costs 2,485 1,751 7,407 6,442 Stock-based compensation costs included in capitalized internal-use software development costs 339 148 990 427 Amortization of capitalized internal-use software development costs 1,965 1,603 5,464 4,650 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, Net | Goodwill and Acquired Intangible Assets, Net The carrying value of goodwill was $170.6 million as of September 30, 2019 and December 31, 2018 . Acquired intangible assets, net consisted of the following as of the dates indicated (in thousands): September 30, 2019 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 19,018 $ 78 0.4 Customer relationships 74,484 22,754 51,730 5.5 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 43,372 $ 51,808 December 31, 2018 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 18,628 $ 468 0.8 Customer relationships 74,484 14,979 59,505 6.2 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 35,207 $ 59,973 The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Cost of net revenue $ 66 $ 3,003 $ 390 $ 8,824 Sales, marketing and support 2,616 2,621 7,775 7,594 General and administrative — 274 — 850 Total amortization of acquired intangible assets $ 2,682 $ 5,898 $ 8,165 $ 17,268 As of September 30, 2019 , the total expected future amortization expense for acquired intangible assets is as follows (in thousands): The remainder of 2019 $ 2,660 2020 10,443 2021 10,197 2022 8,202 2023 7,709 Thereafter 12,597 Acquired intangible assets, net $ 51,808 |
Term Loans and Promissory Note
Term Loans and Promissory Note | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Term Loans and Promissory Note | Term Loans and Promissory Note The Company entered into a loan and security agreement with, and issued warrants to purchase shares of Series G redeemable convertible preferred stock to Western Technology Investments (WTI) in June 2017 (First WTI Loan Facility), which provided for a secured credit facility of up to $60.0 million of term debt. In May 2018, the Company entered into a second loan and security agreement with WTI which provided up to $15.0 million of term debt (Second WTI Loan Facility, and together with the First WTI Loan Facility, the WTI Loan Facilities) and issued additional warrants to purchase shares of Series G redeemable convertible preferred stock. The WTI Loan Facilities were collateralized by substantially all of the Company's assets and intellectual property rights. The key terms and details of the Company's term loan borrowings under the WTI Loan Facilities is as follows: Borrowing Date Loan Facility Loan Amount (in thousands) Maturity Date Contractual Interest Rate Effective Interest Rate September 2017 First WTI Facility $ 30,000 February 2022 11.5 % 15.9 % March 2018 First WTI Facility $ 30,000 September 2022 11.8 % 14.8 % May 2018 Second WTI Facility $ 15,000 November 2022 12.0 % 14.7 % For all borrowings, monthly payments of interest were due for the first 24 months and equal monthly installments of principal and interest were due for 30 months thereafter. The Second WTI Loan Facility included a contingent prepayment feature under which if the Company consummated a qualified public offering within the first 24 months of the term loan and the Company prepaid the term loan within 15 days of the qualified public offering, the Company would be required to repay the outstanding principal balance plus accrued interest within 15 days of the consummation of a qualified public offering plus an additional amount equal to 50% of all interest that would have been incurred through the end of first 24 months of the loan. In connection with the Second WTI Loan Facility, the Company modified the terms of the First WTI Loan Facility so that the March 2018 loan would be subject to the same contingent prepayment feature that is included in the Second WTI Loan Facility. The Company determined that the contingent prepayment features under the WTI Loan Facilities were embedded derivatives, requiring bifurcation and separate accounting. The Company recorded a $2.1 million gain in the three months ended September 30, 2018 related to the change in fair value of the term loan embedded derivative asset, which is included within other income (expense), net on the condensed consolidated statements of operations. In September 2018, five days after the completion of the IPO, the Company exercised its prepayment option and fully repaid all amounts outstanding under the WTI Loan Facilities. The Company recorded a loss on debt extinguishment related to the WTI Loan Facilities of $17.2 million during the three months ended September 30, 2018, and as of that date there were no amounts outstanding under the WTI Loan Facilities and all underlying agreements had been terminated. In September 2018, the Company entered into a senior secured credit facility with a syndicate of banks consisting of $75.0 million aggregate principal amount of term loans (the New Term Loans) and a $75.0 million revolving credit facility (the New Revolving Credit Facility, and together with the New Term Loans, the New Credit Facilities). The New Term Loans were fully funded in September 2018 and the Company received cash proceeds of $73.6 million , net of arrangement fees of $1.1 million and upfront fees of $0.3 million . The New Term Loans were scheduled to amortize at a rate of 7.5% per annum for the first two years of the New Credit Facilities, 10.0% per annum for the third and fourth years and the first three quarters of the fifth year of the New Credit Facilities, with the balance due at maturity. The New Credit Facilities had maturity dates on the fifth anniversary of the effective date. The New Revolving Credit Facility had a commitment fee which accrued at 0.40% on the daily unused amount of the aggregate revolving commitments of the lenders. All outstanding amounts under the New Credit Facilities bore interest, at the Company's option, at (i) a reserve adjusted LIBO Rate plus a margin between 2.25% and 2.75% or (ii) a base rate plus a margin between 1.25% and 1.75% , in each case determined on a quarterly basis based on the Company's consolidated total leverage ratio. The current annual interest rate for the New Term Loans was 5.08% as of September 30, 2019 . In September 2019, the Company elected to prepay the outstanding principal balance of the New Term Loans in their entirety and terminated the New Credit Facilities. The Company paid $63.0 million , which consisted of $62.2 million of debt principal and $0.8 million of accrued interest and fees. The Company recorded a loss on debt extinguishment related to the termination of the New Credit Facilities of $1.7 million during the three months ended September 30, 2019 related to the write-off of unamortized debt issuance costs. As of September 30, 2019, the Company has no outstanding debt. Term loans consisted of the following as of December 31, 2018 (in thousands): December 31, 2018 Outstanding principal balance $ 73,594 Less: Unamortized discount and debt issuance costs (872 ) Total term loan, net $ 72,722 Current portion of term loans $ 5,635 Term loans 67,087 Promissory Note In September 2017, in connection with the acquisition of Ticketfly, LLC (Ticketfly), the Company issued a $50.0 million convertible promissory note as part of the purchase consideration (Promissory Note). The Promissory Note had a five -year maturity from the date of issuance and bore interest at a rate of 6.5% per annum. In March 2018, the Company reached an agreement with the seller of Ticketfly to repay the Promissory Note. The face value of $50.0 million was settled in full for $34.7 million , which represented $33.0 million of principal and $1.7 million of accrued interest. The Company recognized a gain of $17.0 million resulting from the extinguishment of the Promissory Note, and, when coupled with the loss on debt extinguishment related to the WTI Loan Facilities, recorded a net loss on debt extinguishment of $0.2 million in the condensed consolidated statements of operations for the nine months ended September 30, 2018 . |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock Warrants | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants In connection with the WTI Loan Facilities discussed in Note 10, the Company issued warrants to WTI to purchase shares of Series G redeemable convertible preferred stock. The redeemable convertible preferred stock warrants became exercisable into 411,991 shares of Series G redeemable convertible preferred stock when the First WTI Loan Facility was executed in June 2017. In September 2017, the redeemable convertible preferred stock warrants became exercisable into an additional 205,995 shares of Series G redeemable convertible preferred stock when the Company borrowed $30.0 million under the First WTI Loan Facility. In March 2018, as a result of the Company borrowing the remaining $30.0 million under the First WTI Loan Facility, the Series G redeemable convertible preferred stock warrants became exercisable into an additional 205,995 shares of Series G redeemable convertible preferred stock. In May 2018, the Company issued additional warrants which were exercisable into 109,288 shares of Series G redeemable convertible preferred stock. The exercise price of all of the Series G redeemable convertible preferred stock warrants was $16.3836 per share and the redeemable convertible preferred stock warrants had an expiration date ten years from the date of issuance. In September 2018, in connection with the IPO, the redeemable convertible preferred stock warrants were automatically exercised into shares of Class B common stock and the related liability was reclassified to additional paid-in capital. The Company recorded an increase in the fair value of the redeemable convertible preferred stock warrant liability of $3.5 million and $9.6 million during the three and nine months ended September 30, 2018 , respectively. There was no activity during the three or nine months ended September 30, 2019 . Refer to Note 3 for discussion of the significant inputs used to determine the fair value of the redeemable convertible preferred stock warrant liability. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office space under various noncancelable operating leases that expire at various dates through 2028. Rent expense from operating leases totaled $1.0 million and $0.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $3.0 million and $2.5 million for the nine months ended September 30, 2019 and 2018 , respectively. The Company also recognized sublease income of $1.0 million for each of the three months ended September 30, 2019 and 2018 , and $2.9 million and $2.5 million for the nine months ended September 30, 2019 and 2018 , respectively. Build-to-Suit Lease In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California. The initial lease term is seven years with an option to renew for an additional three years , and the leased space represents two floors in a seven-floor building. The lease provided for a $6.4 million tenant improvement reimbursement allowance, which the Company utilized in 2014. In order for the facility to meet the Company’s operating specifications, both the landlord and the Company made structural changes as part of the improvement of the building, and as a result, the Company has concluded that it is the deemed partial owner of the building (for accounting purposes only) during the construction period. Accordingly, at lease inception, the Company recorded an asset of $22.3 million , representing its estimate of the fair market value of the leased space, and a corresponding lease financing obligation on the consolidated balance sheets. Upon completion of construction, the Company evaluated the derecognition of the asset and liability as a sale-leaseback transaction. The Company concluded it did not meet the provisions needed for sale-leaseback accounting, and thus the lease is being accounted for as a financing obligation. Lease payments are allocated to (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense (which is considered an operating lease) representing an imputed cost to lease the underlying land of the facility. In addition, the underlying building asset is being depreciated over the building’s estimated useful life of 30 years . The Company is evaluating the accounting treatment of the build-to-suit lease in connection with the adoption of ASU 2016-02. Land lease expense was $0.2 million for each of the three months ended September 30, 2019 and 2018 and $0.7 million for each of the nine months ended September 30, 2019 and 2018 . Interest expense related to the Company’s build-to-suit lease was $0.8 million and $0.9 million for the three months ended September 30, 2019 and 2018 , respectively, and $2.5 million and $2.6 million for the nine months ended September 30, 2019 and 2018 , respectively. As of September 30, 2019 , the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands): Capital Leases Build-to-Suit Operating Sublease Total The remainder of 2019 $ 73 $ 1,415 $ 1,000 $ (1,031 ) $ 1,457 2020 250 5,772 3,899 (4,205 ) 5,716 2021 134 1,943 3,447 (1,238 ) 4,286 2022 100 — 3,106 — 3,206 2023 — — 2,771 — 2,771 Thereafter — — 4,321 — 4,321 Total minimum lease payments 557 9,130 18,544 (6,474 ) 21,757 Less: Amount representing interest and taxes — (5,060 ) — — (5,060 ) Total $ 557 $ 4,070 $ 18,544 $ (6,474 ) $ 16,697 Letters of Credit The Company has issued letters of credit under lease and other banking agreements, which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets based on the term of the underlying agreements. Restricted cash was $2.2 million and $1.5 million as of September 30, 2019 and December 31, 2018 , respectively. Creator Signing Fees and Creator Advances Creator signing fees and creator advances represent contractual amounts paid in advance to customers pursuant to event ticketing and payment processing agreements. Certain of the Company’s contracts include terms where future payments to creators are committed to as part of the overall ticketing arrangement. The following table presents, by year, the future creator payments committed to under contract but not yet paid as of September 30, 2019 (in thousands): The remainder of 2019 $ 6,559 2020 18,490 2021 9,880 2022 3,866 2023 3,055 Thereafter — Total $ 41,850 Litigation and Loss Contingencies The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. From time to time, the Company may become a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, and threatened claims, breach of contract claims, tax and other matters. Beginning on April 15, 2019, purported stockholders of our company filed two putative securities class action complaints in the United States District Court for the Northern District of California, and three putative securities class action complaints in the Superior Court of California for the County of San Mateo (the Complaints), against the Company, certain of our executives and directors, and our underwriters for the IPO. Some of these actions also name as defendants venture capital firms that were investors in the Company as of the IPO. Among other things, the Complaints allege that defendants misrepresented and/or omitted material information in the Company's IPO registration statement in violation of the Securities Act of 1933 and challenged public statements made after the IPO in violation of the Securities Exchange Act of 1934. The Complaints allege that the Company and certain officers misrepresented and/or omitted material information in the Company's earnings release and Form 10-Q for the third quarter of 2018. The Complaints seek compensatory damages, costs and expenses, including attorneys' and expert fees, and other relief. The Company believes that the Complaints are without merit and the Company intends to vigorously defend the actions. The Company cannot predict the outcome of or estimate the possible loss or range of loss from the Complaints and therefore no amounts have been accrued for the contingency. On July 16, 2019, the Company filed two complaints in the United States District Court for the Northern District of California against (1) MF Live, Inc. (MFL) and (2) MFL's principal Fabien Loranger (Loranger) and related entities (collectively, the Roxodus Lawsuits). The Roxodus Lawsuits arose out of MFL's cancellation of the Roxodus music festival in Ontario, Canada and subsequent refusal to issue refunds to ticket buyers. The Company provided ticketing and payment processing services for the event, and pursuant to a written contract with MFL, was authorized to issue refunds totaling $4.0 million to ticket buyers who purchased tickets on the Company's platform. Accordingly, the Roxodus Lawsuits assert claims against the defendants for breach of contract, breach of the implied covenant of good faith and fair dealing, and actual and constructive fraudulent transfers. The Company is investigating whether grounds exist to assert additional claims. The Roxodus Lawsuits are in their early stages and the Company cannot predict the likelihood of success of either. MFL has filed for bankruptcy in Canada, calling into question whether and to what extent it could satisfy a judgment. The Company intends to monitor and participate in the bankruptcy process pursuant to its rights under Canadian law, and the Company's investigation of the assets held by and/or on behalf of MFL, Loranger and the other defendants is ongoing. The Company currently has no other material pending litigation. The Company is currently under audit in certain jurisdictions with regard to indirect tax matters. The Company establishes reserves for indirect tax matters when it determines that the likelihood of a loss is probable, and the loss is reasonably estimable. Accordingly, the Company has established a reserve for the potential settlement of issues related to sales and other indirect taxes in the amount of $15.4 million and $19.2 million as of September 30, 2019 and December 31, 2018, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $1.4 million and $1.2 million as of September 30, 2019 and December 31, 2018, respectively. In June 2018, a criminal was able to penetrate the Ticketfly website and steal certain consumer data, including names, email addresses, shipping addresses, billing addresses and phone numbers. For a short time, the Company disabled the Ticketfly platform to contain the risk of the cyber incident, which disabled ticket sales through Ticketfly during that period. Because of this incident, the Company incurred costs related to responding to and remediating the incident and suffered a loss of revenue for the period during which the Ticketfly platform was disabled. During the nine months ended September 30, 2018 , the Company recorded an amount of $6.6 million for potential costs associated with this incident, of which $6.3 million was recorded as contra revenue and $0.3 million was recorded as an operating expense. This amount represented the Company’s best estimate of the total amount of creator accommodations to be made as a result of the incident at that time. During the three and nine months ended September 30, 2019, the Company recorded zero and $3.0 million , respectively, as a reduction to general and administrative expenses related to business interruption insurance proceeds to be received as a result of the Ticketfly cyber incident. As of September 30, 2019, the Company's remaining liability balance related to the Ticketfly cyber incident was not material. The Company does not believe that any ultimate liability resulting from any of these matters will have a material adverse effect on its business, consolidated financial position, results of operations or liquidity. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. Indemnifications In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s online ticketing platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has indemnification agreements with its directors and executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Stockholders' Equity Common Stock 2004 and 2010 Stock Option Plans In 2004, the board of directors and stockholders of the Company authorized and ratified the 2004 Stock Plan (2004 Plan), as amended. The 2004 Plan allows for the issuance of incentive stock options (ISOs), non-statutory stock options (NSOs) and stock purchase rights. The 2004 Plan states the maximum aggregate number of shares that may be subject to options or stock purchase rights and sold under the plan is 6,000,000 shares. In 2010, the board of directors and stockholders of the Company authorized and ratified the 2010 Stock Plan (2010 Plan), as amended. The 2010 Plan replaced the 2004 Plan as the board of directors determined to cease granting awards under the 2004 Plan. The 2004 Plan will continue to govern outstanding equity awards granted thereunder. The 2010 Plan allows for the issuance of ISOs, NSOs and stock purchase rights. The 2010 Plan states the maximum aggregate number of shares that may be subject to options or stock purchase rights and sold under the plan is 29,963,761 shares. 2018 Stock Option and Incentive Plan In August 2018, the 2018 Stock Option and Incentive Plan (2018 Plan) was adopted by the board of directors and approved by the stockholders and became effective in connection with the IPO. The 2018 Plan replaces the 2010 Plan as the board of directors has determined not to make additional awards under the 2010 Plan. The 2010 Plan will continue to govern outstanding equity awards granted thereunder. As of September 30, 2019, we have 6,683,648 shares of Class A common stock reserved for the issuance of awards under the 2018 Plan. The Company has two classes of common stock, Class A and Class B. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. The Company’s common stock has no preferences or privileges and is not redeemable. Holders of Class A and Class B common stock are entitled to dividends, if and when declared by the Company’s board of directors. The 2018 Plan allows for the granting of ISOs, NSOs, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, dividend equivalent rights and cash-based awards. As of September 30, 2019 , there were 17,228,921 options issued and outstanding and 11,568,019 shares available for issuance under the 2004 Plan, 2010 Plan and 2018 Plan (collectively, the Plans). Stock options typically vest over a four -year period from the date of grant. Options awarded under the Plans may be granted at an exercise price per share not less than the fair value at the date of grant and are exercisable up to 10 years . Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate (thousands) Balance as of December 31, 2018 22,012,597 $7.85 7.1 $439,382 Granted 1,790,074 $17.71 Exercised (5,305,686 ) $6.22 $16,269 Cancelled (1,268,064 ) $11.14 Balance as of September 30, 2019 17,228,921 $9.13 6.6 $148,017 Vested and exercisable as of December 31, 2018 12,462,693 $5.75 5.6 $274,883 Vested and expected to vest as of December 31, 2018 20,926,797 $7.69 7.0 $421,047 Vested and exercisable as of September 30, 2019 10,327,683 $6.83 5.4 $112,524 Vested and expected to vest as of September 30, 2019 16,586,599 $8.99 6.6 $144,852 2018 Employee Stock Purchase Plan In August 2018, the board of directors adopted, and stockholders approved, the 2018 Employee Stock Purchase Plan (ESPP). Subject to any plan limitations, the ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company's Class A common stock at a discounted price per share. Except for the initial offering period, the ESPP provides for separate six-month offering periods. The initial offering period was from September 20, 2018 through May 31, 2019 and the second offering period is from June 1, 2019 through November 30, 2019. Unless otherwise determined by the Company's board of directors, the Company's Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% the fair market value of the Company's Class A common stock on the first trading day of the offering period, which for the initial offering period is the price at which shares of the Company's Class A common stock were first sold to the public, or (2) 85% the fair market value of the Company's Class A common stock on the last trading day of the offering period. In January 2019, the board of directors approved the reservation of an additional 783,583 shares of Class A common stock for a total of 2,318,083 shares reserved for issuance under the ESPP. On May 31, 2019, 167,706 shares were purchased under the ESPP, and as of September 30, 2019 , 2,150,377 shares of Class A common stock were available for future issuance under the ESPP. The Company recorded $0.3 million and $0.8 million of stock-based compensation expense related to the ESPP during the three and nine months ended September 30, 2019 , respectively. No expense was recorded in connection with the ESPP during the three or nine months ended September 30, 2018 . Common Stock Subject to Repurchase The Plans and the Company’s stock option agreement allow for the early exercise of stock options for certain individuals, as determined by the board of directors. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. Upon termination of service, the Company may, at its discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding. At September 30, 2019 and December 31, 2018 , outstanding common stock included 30,564 and 55,537 shares, respectively, subject to repurchase related to stock options that have been early exercised and remain unvested. The Company had a liability of $0.3 million and $0.4 million as of September 30, 2019 and December 31, 2018 , respectively, related to early exercises of stock options. The liability is reclassified into stockholders’ equity as the awards vest. Stock-based Compensation Expense All stock-based awards to employees and members of the Company’s board of directors are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and records stock-based compensation expense for service-based equity awards using the straight-line attribution method. The following range of assumptions were used to estimate the fair value of stock options granted to employees: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Expected dividend yield — — — — Expected volatility 48.8-49.1% 46.7-47.1% 48.8-49.7% 46.7-52.9% Risk-free interest rate 1.32-1.36% 2.83-2.92% 1.32-2.58% 2.25-2.92% Expected term (years) 5.04-6.08 6.02-6.08 5.04-6.08 6.02-6.08 The weighted-average per share fair value of stock options granted was $ 8.21 and $ 9.03 for the three months ended September 30, 2019 and 2018, respectively, and $8.61 and $ 8.14 for the nine months ended September 30, 2019 and 2018, respectively. As of September 30, 2019 and December 31, 2018 , the total unrecognized stock-based compensation related to unvested options outstanding was $44.2 million and $51.3 million , respectively, to be recognized over a weighted-average period of 2.53 years and 2.73 years , respectively. Restricted Stock Units Restricted stock unit activity under the Plans was as follows for the nine months ended September 30, 2019 : Outstanding RSUs Weighted-average grant date fair value per share Balance as of December 31, 2018 670,606 $ 24.71 Awarded 3,132,232 20.82 Released (247,537 ) 21.10 Cancelled (359,632 ) 26.37 Balance as of September 30, 2019 3,195,669 $ 20.99 Vested and expected to vest as of September 30, 2019 2,607,595 $ 21.04 The Company recognized $4.6 million and $10.7 million of stock-based compensation expense related to RSUs during the three and nine months ended September 30, 2019 , respectively, and as of that date, the total unrecognized stock-based compensation related to RSUs outstanding was $53.5 million , which is expected to be recognized over a weighted-average period of 3.50 years . The Company completed its IPO in September 2018 and satisfied the performance condition for all then outstanding RSU awards. The Company recognized $6.9 million of stock-based compensation expense, based on the grant date fair value of a single performance-based award, which is included in general and administrative expenses for the three and nine months ended September 30, 2018. The Company recognized a total of $7.1 million of stock-based compensation expense related to RSUs during each of the three and nine months ended September 30, 2018. Sales of the Company’s Stock In May 2018, employees and former employees of the Company sold an aggregate of 1.3 million shares of the Company’s common stock to entities affiliated with an existing investor at a purchase price of $13.12 per share, for an aggregate purchase price of $17.2 million . The purchase price was in excess of the fair value of such shares. As a result, during the nine months ended September 30, 2018 , the Company recorded the excess of the purchase price above fair value of $2.2 million as compensation expense, of which $2.0 million is included within general and administrative expense and $0.2 million is included within sales, marketing and support expense on the condensed consolidated statements of operations. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. In periods of net loss, basic net loss per share and diluted net loss per share are equal as including the potentially dilutive securities has an anti-dilutive effect. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net loss $ (30,176 ) $ (35,516 ) $ (55,007 ) $ (51,096 ) Weighted-average shares used in computing net loss per share, basic and diluted 83,063 28,736 81,094 23,799 Net loss per share, basic and diluted $ (0.36 ) $ (1.24 ) $ (0.68 ) $ (2.15 ) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): September 30, 2019 2018 Options to purchase common stock 17,229 22,191 Restricted stock and restricted stock units 3,564 230 Early exercised options 31 67 Total 20,824 22,488 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax provision of $0.1 million for the three months ended September 30, 2019 and income tax benefit of $0.9 million for the nine months ended September 30, 2019, compared to an income tax benefit of $0.1 million for the three months ended September 30, 2018 and an income tax provision of $0.7 million for the nine months ended September 30, 2018. The increase in the provision for income taxes during the three months ended September 30, 2019 was primarily attributable to the change in our year over year taxable earnings mix. The increase in the benefit from income taxes during the nine months ended September 30, 2019 was primarily attributable to the change in our year over year taxable earnings mix and the recognition of tax attributes in our non-U.S. subsidiaries. The differences in the tax provision for the periods presented and the United States federal statutory rate is primarily due to the recording of a full valuation allowance on our deferred tax assets and tax deductions for stock-based compensation. The Company applies the discrete method provided in ASC 740 to calculate its interim tax provision. |
Geographic Information
Geographic Information | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The Company operates as a single reportable and operating segment. The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 59,364 $ 53,726 $ 177,834 $ 156,776 International 22,688 19,902 66,302 58,920 Total net revenue $ 82,052 $ 73,628 $ 244,136 $ 215,696 No individual country included in the International line above represents more than 10% of the total consolidated net revenue for any of the periods presented. Substantially all of the Company's long-lived assets are located in the United States. During the nine months ended September 30, 2018, the Company recorded a $6.3 million contra-revenue charge related to liabilities incurred in connection with the Ticketfly cyber incident. This amount is reflected as a reduction in net revenue in the United States caption shown in the table above for the nine months ended September 30, 2018. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying interim condensed consolidated financial statements of the Company are unaudited. The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2018 included herein was derived from the audited financial statements as of that date. The accompanying interim unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations and cash flows for the interim periods. All intercompany transactions and balances have been eliminated. The interim results for the three and nine months ended September 30, 2019 are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 or for any other future annual or interim period. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 (2018 Form 10-K). |
Use of Estimates | In order to conform with U.S. GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its condensed consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of the redeemable convertible preferred stock warrant liability and term loan derivative asset, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, indirect tax reserves and contra revenue amounts related to fraudulent events, customer disputed transactions and refunds. The Company evaluates these estimates on an ongoing basis. Actual results could differ from these estimates and such differences could be material to the Company’s consolidated financial statements. |
Comprehensive Loss | For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the interim unaudited condensed consolidated financial statements. |
Emerging Growth Company Status | As an emerging growth company (EGC), the Jump-start Our Business Start-ups Act (JOBS Act) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. As a result, the Company's financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Based on the market value of our Class A common stock held by non-affiliates as of June 30, 2019, the Company will become a large accelerated filer as of December 31, 2019 and cease to be an emerging growth company, and, therefore, will no longer be able to take advantage of this extended transition period. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | The Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business beginning January 1, 2019. This standard clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. The adoption of this standard has had no material impact on the Company's interim condensed consolidated financial statements. In May 2014, and in subsequent updates, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC Topic 606), which supersedes nearly all existing revenue recognition guidance. ASC Topic 606 establishes a five-step revenue recognition process in which an entity will recognize revenue when or as it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC Topic 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC Topic 606 was effective for and adopted by the Company beginning January 1, 2019. The Company applied the modified retrospective approach to contracts which were not completed as of the adoption date. The adoption of ASC Topic 606 primarily had the following impact on the Company's financial statements: ▪ Beginning January 1, 2019, the Company recognizes revenue allocated to its customer service and account management performance obligations over time as the Company has a stand-ready obligation to provide these services to certain customers. The Company recorded a cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019 of $0.6 million and a corresponding increase to contract liabilities, included within other accrued liabilities on the interim condensed consolidated balance sheet. ▪ The adoption of ASC Topic 606 had no material impact to the Company's net revenues recorded in the three or nine months ended September 30, 2019 . ▪ The accounting treatment of incremental costs of obtaining contracts under ASC Topic 606 had no material impact to the Company's interim unaudited condensed consolidated financial statements. ▪ The adoption of ASC Topic 606 had no impact to the Company's total net cash provided by or used in operating, investing or financing activities within the Company's interim condensed consolidated statement of cash flows for the three or nine months ended September 30, 2019 . Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC Topic 606. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350) : Simplifying the Test for Goodwill Impairment , which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This standard is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This standard will apply to the Company’s reporting requirements in performing goodwill impairment testing, however, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASU 2016-02) which requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions for all entities. ASU 2016-02 requires reporting entities to apply a modified retrospective transition approach and are permitted to choose to adjust comparative periods or to not adjust comparative periods. For public business entities, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within those fiscal years. As the Company expects to become a large accelerated filer as of December 31, 2019 and cease to be an emerging growth company, the Company anticipates it will adopt ASU 2016-02 as of January 1, 2019 in the annual financial statements to be reported in its Annual Report on Form 10-K for the year ended December 31, 2019. The Company expects to adopt ASU 2016-02 using the modified retrospective transition approach and to not adjust comparative periods. The Company is currently evaluating the effect that implementation and adoption of ASU 2016-02 will have on its consolidated financial statements. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents includes bank deposits held by financial institutions. Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $325.9 million and $217.4 million as of September 30, 2019 and December 31, 2018 , respectively. Although creator cash is legally unrestricted, the Company does not utilize creator cash for its own financing or investing activities as the amounts are payable to creators on a regular basis. These amounts due to creators are included in accounts payable, creators on the condensed consolidated balance sheets. The Company has issued letters of credit under lease agreements and other agreements, which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets. |
Funds Receivable | Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. |
Revenue Recognition | The Company determines revenue recognition through the following steps: i. Identification of the contract, or contracts, with a customer ii. Identification of the performance obligations in the contract iii. Determination of the transaction price iv. Allocation of the transaction price to the performance obligations in the contract v. Recognition of revenue when, or as, the Company satisfies a performance obligation The Company derives its revenues primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. The Company also derives revenues from providing certain creators with account management services and customer support. The Company's customers are event creators who use the Company's platform to sell tickets to attendees. Revenue is recognized when or as control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company allocates the transaction price by estimating a standalone selling price for each performance obligation using an expected cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event. The event creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company's fees, to the event creator. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company's fees. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the condensed consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue. |
Fair Value Measurement | The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Other inputs that are directly or indirectly observable in the marketplace. Level 3 – Unobservable inputs that are supported by little or no market activity. The Company’s funds receivable, accounts receivable, accounts payable, other current liabilities and debt approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt, which is Level 2. There are no other Level 1 or Level 2 assets or liabilities recorded at September 30, 2019 and December 31, 2018 . The Company measures the redeemable convertible preferred stock warrant liability (as discussed in Note 11) and term loan derivative asset (as discussed in Note 10) at fair value on a recurring basis and determined these are Level 3 financial assets and liabilities, respectively, in the fair value hierarchy. The fair value of the redeemable convertible preferred stock warrants was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various equity securities was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and two scenarios contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under the IPO scenarios. The discounted cash flow method was used to value the Company under the staying private scenarios. Share value for each class of security was based upon the probability-weighted present value of expected future investment returns, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events (primarily the IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. Generally, changes in the fair value of the underlying redeemable convertible preferred stock would result in a directionally similar impact to the fair value of the redeemable convertible preferred stock warrant liability. The significant unobservable inputs into the valuation model used to estimate the fair value of the term loan derivative asset include the timing of potential events (primarily the IPO), probability of exercise and the discount rate used to calculate the present value of future cash flows. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 485,197 $ 437,892 Restricted cash 2,218 1,508 Total cash, cash equivalents and restricted cash $ 487,415 $ 439,400 |
Schedule of Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands): September 30, 2019 December 31, 2018 Cash and cash equivalents $ 485,197 $ 437,892 Restricted cash 2,218 1,508 Total cash, cash equivalents and restricted cash $ 487,415 $ 439,400 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands): Picatic Ticketea Total Cash and restricted cash $ 160 $ 17,852 $ 18,012 Funds and accounts receivable 10 1,058 1,068 Creator advances — 532 532 Prepaid expenses and other current assets 87 94 181 Property and equipment — 42 42 Other noncurrent assets — 28 28 Accounts payable, creators — (19,671 ) (19,671 ) Other current liabilities (121 ) (529 ) (650 ) Intangible assets 507 3,094 3,601 Goodwill 2,219 8,937 11,156 Total purchase price $ 2,862 $ 11,437 $ 14,299 |
Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years): Picatic Estimated Ticketea Estimated Customer relationships $ 507 2.5 $ 2,475 5.0 Developed technology — 619 1.0 Total acquired intangible assets $ 507 $ 3,094 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table summarizes the Company's accounts receivable balances as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Accounts receivable, customers $ 6,774 $ 5,651 Allowance for doubtful accounts (2,632 ) (1,582 ) Accounts receivable, net $ 4,142 $ 4,069 The following table summarizes the activity in creator advances for the periods indicated (in thousands): Three Months Ended September 30, 2019 2018 Balance, beginning of period $ 28,716 $ 21,602 Acquired with Ticketea transaction — — Creator advances paid 8,525 6,961 Creator advances recouped (10,348 ) (3,261 ) Write-offs and other adjustments (2,096 ) (852 ) Balance, end of period $ 24,797 $ 24,450 Nine Months Ended September 30, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 27,609 17,208 Creator advances recouped (21,011 ) (10,998 ) Write-offs and other adjustments (4,943 ) (2,368 ) Balance, end of period $ 24,797 $ 24,450 Creator advances are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Creator advances, net $ 23,841 $ 21,255 Creator advances, noncurrent 956 1,887 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Creator Signing Fees, Net | The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): Three Months Ended September 30, 2019 2018 Balance, beginning of period $ 20,763 $ 13,278 Creator signing fees paid 7,254 5,441 Amortization of creator signing fees (2,826 ) (1,975 ) Write-offs and other adjustments (215 ) (802 ) Balance, end of period $ 24,976 $ 15,942 Nine Months Ended September 30, 2019 2018 Balance, beginning of period $ 17,005 $ 10,421 Creator signing fees paid 16,440 11,719 Amortization of creator signing fees (7,741 ) (5,052 ) Write-offs and other adjustments (728 ) (1,146 ) Balance, end of period $ 24,976 $ 15,942 Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Creator signing fees, net $ 9,057 $ 7,324 Creator signing fees, noncurrent 15,919 9,681 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Receivables [Abstract] | |
Summary of Activity in Creator Advances | The following table summarizes the Company's accounts receivable balances as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Accounts receivable, customers $ 6,774 $ 5,651 Allowance for doubtful accounts (2,632 ) (1,582 ) Accounts receivable, net $ 4,142 $ 4,069 The following table summarizes the activity in creator advances for the periods indicated (in thousands): Three Months Ended September 30, 2019 2018 Balance, beginning of period $ 28,716 $ 21,602 Acquired with Ticketea transaction — — Creator advances paid 8,525 6,961 Creator advances recouped (10,348 ) (3,261 ) Write-offs and other adjustments (2,096 ) (852 ) Balance, end of period $ 24,797 $ 24,450 Nine Months Ended September 30, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 27,609 17,208 Creator advances recouped (21,011 ) (10,998 ) Write-offs and other adjustments (4,943 ) (2,368 ) Balance, end of period $ 24,797 $ 24,450 Creator advances are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Creator advances, net $ 23,841 $ 21,255 Creator advances, noncurrent 956 1,887 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands): September 30, 2019 December 31, 2018 Building and improvements $ 33,277 $ 33,277 Capitalized internal-use software development costs 42,608 35,201 Furniture and fixtures 3,765 3,557 Computers and computer equipment 14,744 11,676 Leasehold improvements 6,546 5,084 100,940 88,795 Less: Accumulated depreciation and amortization (54,541 ) (44,576 ) Property, plant and equipment, net $ 46,399 $ 44,219 |
Capitalized Internal-Use Software Development Costs | The Company recorded the following amounts related to depreciation expense and capitalized internal-use software development costs during the periods indicated (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Depreciation expense $ 1,591 $ 1,316 $ 4,827 $ 3,610 Capitalized internal-use software development costs 2,485 1,751 7,407 6,442 Stock-based compensation costs included in capitalized internal-use software development costs 339 148 990 427 Amortization of capitalized internal-use software development costs 1,965 1,603 5,464 4,650 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | Acquired intangible assets, net consisted of the following as of the dates indicated (in thousands): September 30, 2019 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 19,018 $ 78 0.4 Customer relationships 74,484 22,754 51,730 5.5 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 43,372 $ 51,808 December 31, 2018 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 18,628 $ 468 0.8 Customer relationships 74,484 14,979 59,505 6.2 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 35,207 $ 59,973 |
Amortization Expense Related to Acquired Intangible Assets | The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Cost of net revenue $ 66 $ 3,003 $ 390 $ 8,824 Sales, marketing and support 2,616 2,621 7,775 7,594 General and administrative — 274 — 850 Total amortization of acquired intangible assets $ 2,682 $ 5,898 $ 8,165 $ 17,268 |
Total Expected Future Amortization Expense for Acquired Intangible Assets | As of September 30, 2019 , the total expected future amortization expense for acquired intangible assets is as follows (in thousands): The remainder of 2019 $ 2,660 2020 10,443 2021 10,197 2022 8,202 2023 7,709 Thereafter 12,597 Acquired intangible assets, net $ 51,808 |
Term Loans and Promissory Note
Term Loans and Promissory Note (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Debt Disclosure [Abstract] | |
Term Loans | The key terms and details of the Company's term loan borrowings under the WTI Loan Facilities is as follows: Borrowing Date Loan Facility Loan Amount (in thousands) Maturity Date Contractual Interest Rate Effective Interest Rate September 2017 First WTI Facility $ 30,000 February 2022 11.5 % 15.9 % March 2018 First WTI Facility $ 30,000 September 2022 11.8 % 14.8 % May 2018 Second WTI Facility $ 15,000 November 2022 12.0 % 14.7 % Term loans consisted of the following as of December 31, 2018 (in thousands): December 31, 2018 Outstanding principal balance $ 73,594 Less: Unamortized discount and debt issuance costs (872 ) Total term loan, net $ 72,722 Current portion of term loans $ 5,635 Term loans 67,087 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Capital Leases | As of September 30, 2019 , the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands): Capital Leases Build-to-Suit Operating Sublease Total The remainder of 2019 $ 73 $ 1,415 $ 1,000 $ (1,031 ) $ 1,457 2020 250 5,772 3,899 (4,205 ) 5,716 2021 134 1,943 3,447 (1,238 ) 4,286 2022 100 — 3,106 — 3,206 2023 — — 2,771 — 2,771 Thereafter — — 4,321 — 4,321 Total minimum lease payments 557 9,130 18,544 (6,474 ) 21,757 Less: Amount representing interest and taxes — (5,060 ) — — (5,060 ) Total $ 557 $ 4,070 $ 18,544 $ (6,474 ) $ 16,697 |
Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases | As of September 30, 2019 , the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands): Capital Leases Build-to-Suit Operating Sublease Total The remainder of 2019 $ 73 $ 1,415 $ 1,000 $ (1,031 ) $ 1,457 2020 250 5,772 3,899 (4,205 ) 5,716 2021 134 1,943 3,447 (1,238 ) 4,286 2022 100 — 3,106 — 3,206 2023 — — 2,771 — 2,771 Thereafter — — 4,321 — 4,321 Total minimum lease payments 557 9,130 18,544 (6,474 ) 21,757 Less: Amount representing interest and taxes — (5,060 ) — — (5,060 ) Total $ 557 $ 4,070 $ 18,544 $ (6,474 ) $ 16,697 |
Future Creator Payments Committed to under Contract but Not Yet Paid | The following table presents, by year, the future creator payments committed to under contract but not yet paid as of September 30, 2019 (in thousands): The remainder of 2019 $ 6,559 2020 18,490 2021 9,880 2022 3,866 2023 3,055 Thereafter — Total $ 41,850 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Equity [Abstract] | |
Schedule of stock option activity | Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate (thousands) Balance as of December 31, 2018 22,012,597 $7.85 7.1 $439,382 Granted 1,790,074 $17.71 Exercised (5,305,686 ) $6.22 $16,269 Cancelled (1,268,064 ) $11.14 Balance as of September 30, 2019 17,228,921 $9.13 6.6 $148,017 Vested and exercisable as of December 31, 2018 12,462,693 $5.75 5.6 $274,883 Vested and expected to vest as of December 31, 2018 20,926,797 $7.69 7.0 $421,047 Vested and exercisable as of September 30, 2019 10,327,683 $6.83 5.4 $112,524 Vested and expected to vest as of September 30, 2019 16,586,599 $8.99 6.6 $144,852 |
Schedule of assumptions used to estimate fair value of stock options | The following range of assumptions were used to estimate the fair value of stock options granted to employees: Three Months Ended Nine Months Ended 2019 2018 2019 2018 Expected dividend yield — — — — Expected volatility 48.8-49.1% 46.7-47.1% 48.8-49.7% 46.7-52.9% Risk-free interest rate 1.32-1.36% 2.83-2.92% 1.32-2.58% 2.25-2.92% Expected term (years) 5.04-6.08 6.02-6.08 5.04-6.08 6.02-6.08 |
Schedule of nonvested restricted stock unit | Restricted stock unit activity under the Plans was as follows for the nine months ended September 30, 2019 : Outstanding RSUs Weighted-average grant date fair value per share Balance as of December 31, 2018 670,606 $ 24.71 Awarded 3,132,232 20.82 Released (247,537 ) 21.10 Cancelled (359,632 ) 26.37 Balance as of September 30, 2019 3,195,669 $ 20.99 Vested and expected to vest as of September 30, 2019 2,607,595 $ 21.04 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended Nine Months Ended 2019 2018 2019 2018 Net loss $ (30,176 ) $ (35,516 ) $ (55,007 ) $ (51,096 ) Weighted-average shares used in computing net loss per share, basic and diluted 83,063 28,736 81,094 23,799 Net loss per share, basic and diluted $ (0.36 ) $ (1.24 ) $ (0.68 ) $ (2.15 ) |
Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): September 30, 2019 2018 Options to purchase common stock 17,229 22,191 Restricted stock and restricted stock units 3,564 230 Early exercised options 31 67 Total 20,824 22,488 |
Geographic Information (Tables)
Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Net Revenue By Geography | The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction for the periods indicated (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2019 2018 2019 2018 United States $ 59,364 $ 53,726 $ 177,834 $ 156,776 International 22,688 19,902 66,302 58,920 Total net revenue $ 82,052 $ 73,628 $ 244,136 $ 215,696 |
Organization (Details)
Organization (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | |
Class of Stock [Line Items] | ||||||
Aggregate net proceeds | $ 0 | $ 244,133 | $ 0 | $ 244,133 | ||
Offering costs | $ 0 | $ 0 | $ 413 | $ 183 | ||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 41,628,207 | 41,628,207 | ||||
Series G Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 933,269 | 933,269 | 933,269 | |||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Offering price (in dollars per share) | $ 23 | $ 23 | $ 23 | |||
Aggregate net proceeds | $ 246,000 | |||||
Offering costs | $ 5,500 | |||||
Class A Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 7,399,542 | 32,586,530 | ||||
Class A Common Stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in initial public offering (in shares) | 11,500,000 | |||||
Offering price (in dollars per share) | $ 23 | $ 23 | $ 23 | |||
Class A Common Stock | Over-Allotment Option | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in initial public offering (in shares) | 1,500,000 | |||||
Class B Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | (7,399,542) | 42,188,624 | (32,586,530) | |||
Class B Common Stock | Common Stock | Conversion of Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 42,188,624 | |||||
Class B Common Stock | Common Stock | Conversion of Warrants | ||||||
Class of Stock [Line Items] | ||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 997,193 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||
Sep. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | ||
Significant Accounting Policies [Line Items] | |||||||||||
Sales, marketing and support | [1] | $ 28,552 | $ 21,186 | $ 75,986 | $ 63,415 | ||||||
General and administrative | [1] | 27,159 | 21,163 | 74,337 | 59,551 | ||||||
Cumulative effect adjustment upon adoption of ASU 2014-09 | $ (600) | ||||||||||
Cash and cash equivalents | 487,415 | 511,293 | 487,415 | 511,293 | $ 500,962 | $ 439,400 | $ 261,269 | $ 192,221 | |||
Funds receivable | 44,417 | 44,417 | 58,697 | ||||||||
Tickets Sold on Behalf of Creators | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Funds receivable | 41,400 | 41,400 | 54,800 | ||||||||
Creator Cash | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Cash and cash equivalents | $ 325,900 | $ 325,900 | $ 217,400 | ||||||||
Restatement Adjustment | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Sales, marketing and support | $ 400 | 3,800 | 10,400 | ||||||||
General and administrative | $ (400) | $ (3,800) | $ (10,400) | ||||||||
Accumulated Deficit | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Cumulative effect adjustment upon adoption of ASU 2014-09 | (600) | ||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | ASU 2014-09 | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Contract liabilities | 600 | ||||||||||
Difference between Revenue Guidance in Effect before and after Topic 606 | Accumulated Deficit | ASU 2014-09 | |||||||||||
Significant Accounting Policies [Line Items] | |||||||||||
Cumulative effect adjustment upon adoption of ASU 2014-09 | $ (600) | ||||||||||
[1] | (1) Includes stock-based compensation as follows: Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017Cost of net revenue$393 $154 $962 $278Product development3,322 2,497 7,547 3,845Sales, marketing and support1,569 1,151 4,038 2,729General and administrative4,652 11,247 14,222 16,305 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||||
Cash and cash equivalents | $ 485,197 | $ 437,892 | ||||
Restricted cash | 2,218 | 1,508 | ||||
Total cash, cash equivalents and restricted cash | $ 487,415 | $ 500,962 | $ 439,400 | $ 511,293 | $ 261,269 | $ 192,221 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 9 Months Ended | |
Aug. 31, 2018 | Apr. 30, 2018 | Sep. 30, 2018 | |
Picatic | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 2.9 | ||
Payments to acquire businesses | $ 1.3 | ||
Shares issued as consideration (in shares) | 81,000 | ||
Acquisition costs | $ 0.3 | ||
Ticketea | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 11.4 | ||
Payments to acquire businesses | $ 3.6 | ||
Shares issued as consideration (in shares) | 700,000 | ||
Number of shares held in escrow (in shares) | 100,000 | ||
Escrow period | 18 months | ||
Acquisition costs | $ 0.5 |
Acquisitions - Asset Allocation
Acquisitions - Asset Allocation (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Apr. 30, 2018 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 170,560 | $ 170,560 | ||
Picatic | ||||
Business Acquisition [Line Items] | ||||
Cash and restricted cash | $ 160 | |||
Funds and accounts receivable | 10 | |||
Creator advances | 0 | |||
Prepaid expenses and other current assets | 87 | |||
Property and equipment | 0 | |||
Other noncurrent assets | 0 | |||
Accounts payable, creators | 0 | |||
Other current liabilities | (121) | |||
Intangible assets | 507 | |||
Goodwill | 2,219 | |||
Total purchase price | $ 2,862 | |||
Ticketea | ||||
Business Acquisition [Line Items] | ||||
Cash and restricted cash | $ 17,852 | |||
Funds and accounts receivable | 1,058 | |||
Creator advances | 532 | |||
Prepaid expenses and other current assets | 94 | |||
Property and equipment | 42 | |||
Other noncurrent assets | 28 | |||
Accounts payable, creators | (19,671) | |||
Other current liabilities | (529) | |||
Intangible assets | 3,094 | |||
Goodwill | 8,937 | |||
Total purchase price | $ 11,437 | |||
Total | ||||
Business Acquisition [Line Items] | ||||
Cash and restricted cash | 18,012 | |||
Funds and accounts receivable | 1,068 | |||
Creator advances | 532 | |||
Prepaid expenses and other current assets | 181 | |||
Property and equipment | 42 | |||
Other noncurrent assets | 28 | |||
Accounts payable, creators | (19,671) | |||
Other current liabilities | (650) | |||
Intangible assets | 3,601 | |||
Goodwill | 11,156 | |||
Total purchase price | $ 14,299 |
Acquisitions - Acquired Intangi
Acquisitions - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Aug. 31, 2018 | Apr. 30, 2018 | |
Picatic | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 507 | |
Weighted- average remaining useful life (years) | 2 years 6 months | |
Ticketea | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 3,094 | |
Customer relationships | Picatic | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 507 | |
Customer relationships | Ticketea | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 2,475 | |
Weighted- average remaining useful life (years) | 5 years | |
Developed technology | Picatic | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 0 | |
Developed technology | Ticketea | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 619 | |
Weighted- average remaining useful life (years) | 1 year |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable, customers | $ 6,774 | $ 5,651 |
Allowance for doubtful accounts | (2,632) | (1,582) |
Accounts receivable, net | $ 4,142 | $ 4,069 |
Creator Signing Fees, Net (Deta
Creator Signing Fees, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||||
Creator signing fees, amortization period | 3 years 6 months 24 days | 3 years 6 months 24 days | |||
Activity in creator signing fees: | |||||
Beginning balance | $ 20,763 | $ 13,278 | $ 17,005 | $ 10,421 | |
Creator signing fees paid | 7,254 | 5,441 | 16,440 | 11,719 | |
Amortization of creator signing fees | (2,826) | (1,975) | (7,741) | (5,052) | |
Write-offs and other adjustments | (215) | (802) | (728) | (1,146) | |
Ending balance | 24,976 | 15,942 | 24,976 | 15,942 | |
Creator signing fees, net | 9,057 | 7,324 | 9,057 | 7,324 | $ 7,324 |
Creator signing fees, noncurrent | $ 15,919 | $ 9,681 | $ 15,919 | $ 9,681 | $ 9,681 |
Creator Advances, Net (Details)
Creator Advances, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | |||||
Balance, beginning of period | $ 28,716 | $ 21,602 | $ 23,142 | $ 20,076 | |
Acquired with Ticketea transaction | 0 | 0 | 0 | 532 | |
Creator advances paid | 8,525 | 6,961 | 27,609 | 17,208 | |
Creator advances recouped | (10,348) | (3,261) | (21,011) | (10,998) | |
Write-offs and other adjustments | (2,096) | (852) | (4,943) | (2,368) | |
Balance, end of period | 24,797 | $ 24,450 | 24,797 | $ 24,450 | |
Creator advances, net | 23,841 | 23,841 | $ 21,255 | ||
Creator advances, noncurrent | $ 956 | $ 956 | $ 1,887 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net - Summary of Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 100,940 | $ 88,795 |
Less: Accumulated depreciation and amortization | (54,541) | (44,576) |
Property, plant and equipment, net | 46,399 | 44,219 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,277 | 33,277 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 42,608 | 35,201 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,765 | 3,557 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,744 | 11,676 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,546 | $ 5,084 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,591 | $ 1,316 | $ 4,827 | $ 3,610 |
Capitalized internal-use software development costs | 2,485 | 1,751 | 7,407 | 6,442 |
Stock-based compensation costs included in capitalized internal-use software development costs | 339 | 148 | 990 | 427 |
Amortization of capitalized internal-use software development costs | $ 1,965 | $ 1,603 | $ 5,464 | $ 4,650 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 170,560 | $ 170,560 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Acquired intangible assets, net: | ||
Cost | $ 95,180 | $ 95,180 |
Accumulated amortization | 43,372 | 35,207 |
Acquired intangible assets, net | 51,808 | 59,973 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 19,096 | 19,096 |
Accumulated amortization | 19,018 | 18,628 |
Acquired intangible assets, net | $ 78 | $ 468 |
Weighted- average remaining useful life (years) | 4 months 24 days | 9 months 15 days |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | $ 74,484 | $ 74,484 |
Accumulated amortization | 22,754 | 14,979 |
Acquired intangible assets, net | $ 51,730 | $ 59,505 |
Weighted- average remaining useful life (years) | 5 years 5 months 24 days | 6 years 2 months 12 days |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | $ 1,600 | $ 1,600 |
Accumulated amortization | 1,600 | 1,600 |
Acquired intangible assets, net | $ 0 | $ 0 |
Weighted- average remaining useful life (years) |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 2,682 | $ 5,898 | $ 8,165 | $ 17,268 |
Cost of net revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 66 | 3,003 | 390 | 8,824 |
Sales, marketing and support | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 2,616 | 2,621 | 7,775 | 7,594 |
General and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 0 | $ 274 | $ 0 | $ 850 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
The remainder of 2019 | $ 2,660 | |
2020 | 10,443 | |
2021 | 10,197 | |
2022 | 8,202 | |
2023 | 7,709 | |
Thereafter | 12,597 | |
Acquired intangible assets, net | $ 51,808 | $ 59,973 |
Term Loans and Promissory Not_2
Term Loans and Promissory Note - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||
Sep. 30, 2019 | Sep. 30, 2018 | May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Jun. 30, 2017 | |
Line of Credit Facility [Line Items] | ||||||||||||||
Gain on term loan embedded derivative | $ 2,100,000 | |||||||||||||
Gain (loss) on debt extinguishment | $ (1,742,000) | (17,173,000) | $ (1,742,000) | $ (178,000) | ||||||||||
Outstanding debt | $ 0 | $ 0 | $ 0 | $ 72,722,000 | ||||||||||
Line of Credit | Term Loan | First Western Technology Investments Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 60,000,000 | |||||||||||||
Gain (loss) on debt extinguishment | (17,200,000) | |||||||||||||
Outstanding debt | $ 0 | 0 | 0 | |||||||||||
Line of Credit | Term Loan | First Loan Facility Due February 2022 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Contractual Interest Rate | 11.50% | |||||||||||||
Line of Credit | Term Loan | First Loan Facility Due September 2022 | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Period for which monthly payments of interest due | 24 months | |||||||||||||
Period for which monthly payments of interest and principal due | 30 months | |||||||||||||
Contractual Interest Rate | 11.80% | |||||||||||||
Line of Credit | Term Loan | Second Western Technology Investments Loan Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||||||||
Period for which monthly payments of interest due | 24 months | |||||||||||||
Prepayment covenant period following consummation of IPO | 15 days | |||||||||||||
Prepayment covenant percentage of interest incurred through the end of 24 months due | 50.00% | |||||||||||||
Contractual Interest Rate | 12.00% | |||||||||||||
Line of Credit | Term Loan | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Aggregate principal amount | 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||||||||
Proceeds from issuance of debt | 73,600,000 | |||||||||||||
Payment of debt arrangement fees | 1,100,000 | |||||||||||||
Payment of debt upfront fees | $ 300,000 | |||||||||||||
Loan amortization rate | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | ||||||||
Annual rate | 5.08% | |||||||||||||
Line of Credit | Term Loan | Scenario, Forecast | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Loan amortization rate | 10.00% | 10.00% | 10.00% | |||||||||||
Line of Credit | Revolving Credit Facility | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Maximum borrowing capacity | $ 75,000,000 | $ 75,000,000 | $ 75,000,000 | |||||||||||
Gain (loss) on debt extinguishment | $ (1,700,000) | |||||||||||||
Commitment fee rate | 0.40% | |||||||||||||
Repayment of debt | $ 63,000,000 | |||||||||||||
Principal balance repaid | 62,200,000 | |||||||||||||
Accrued interest and fees | $ 800,000 | |||||||||||||
Convertible Notes Payable | Promissory Note | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Consideration transferred liabilities incurred | $ 50,000,000 | |||||||||||||
Term of debt instrument | 5 years | |||||||||||||
Contractual Interest Rate | 6.50% | |||||||||||||
Notes Payable, Other Payables | Promissory Note | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Gain (loss) on debt extinguishment | $ 17,000,000 | |||||||||||||
Aggregate principal amount | 34,700,000 | |||||||||||||
Principal amount of debt settled | 33,000,000 | |||||||||||||
Accrued interest of debt settled | $ 1,700,000 | |||||||||||||
Eurodollar | Line of Credit | Revolving Credit Facility | Minimum | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.25% | |||||||||||||
Eurodollar | Line of Credit | Revolving Credit Facility | Maximum | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 2.75% | |||||||||||||
Base Rate | Line of Credit | Revolving Credit Facility | Minimum | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.25% | |||||||||||||
Base Rate | Line of Credit | Revolving Credit Facility | Maximum | Senior Secured Credit Facility | ||||||||||||||
Line of Credit Facility [Line Items] | ||||||||||||||
Basis spread on variable rate | 1.75% |
Term Loans and Promissory Not_3
Term Loans and Promissory Note - Term Loan Borrowings (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Debt Instrument [Line Items] | |||||||
Loan Amount | $ 0 | $ 75,000 | $ 0 | $ 120,000 | |||
Term Loan | Line of Credit | First Loan Facility Due February 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Loan Amount | $ 30,000 | ||||||
Contractual Interest Rate | 11.50% | ||||||
Effective Interest Rate | 15.90% | ||||||
Term Loan | Line of Credit | First Loan Facility Due September 2022 | |||||||
Debt Instrument [Line Items] | |||||||
Loan Amount | $ 15,000 | $ 30,000 | |||||
Contractual Interest Rate | 11.80% | ||||||
Effective Interest Rate | 14.80% | ||||||
Term Loan | Line of Credit | Second Western Technology Investments Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Contractual Interest Rate | 12.00% | ||||||
Effective Interest Rate | 14.70% |
Term Loans and Promissory Not_4
Term Loans and Promissory Note - Term Loans (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
Debt Disclosure [Abstract] | ||
Outstanding principal balance | $ 73,594,000 | |
Less: Unamortized discount and debt issuance costs | (872,000) | |
Total term loan, net | $ 0 | 72,722,000 |
Current portion of term loans | 5,635,000 | |
Term loans | $ 0 | $ 67,087,000 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock Warrants - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
May 31, 2018 | Sep. 30, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | |
Class of Warrant or Right [Line Items] | ||||||||
Proceeds from term loans | $ 0 | $ 75,000,000 | $ 0 | $ 120,000,000 | ||||
Exercise price of Series G redeemable convertible preferred stock warrants (in dollars per share) | $ 16.3836 | |||||||
Expiration period | 10 years | |||||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ 0 | $ 3,520,000 | $ 0 | $ 9,591,000 | ||||
Line of Credit | Term Loan | First Loan Facility Due February 2022 | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Proceeds from term loans | $ 30,000,000 | |||||||
June 2017 Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 411,991 | |||||||
September 2017 Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 205,995 | |||||||
March 2018 Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 205,995 | |||||||
May 2018 Preferred Stock Warrants | ||||||||
Class of Warrant or Right [Line Items] | ||||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 109,288 |
Commitments and Contingencies -
Commitments and Contingencies - Operating Leases and Build-to-Suit Lease (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2013USD ($)ft² | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |||||
Rent expense from operating leases | $ 1 | $ 0.9 | $ 3 | $ 2.5 | |
Sublease income | 1 | 0.1 | 2.9 | 2.5 | |
Area of office space (in square feet) | ft² | 97,624 | ||||
Capital Leased Assets [Line Items] | |||||
Initial built-to-suit lease term | 7 years | ||||
Renewal term | 3 years | ||||
Tenant improvement reimbursement allowance | $ 6.4 | ||||
Capital lease asset | $ 22.3 | ||||
Land lease expense | 0.2 | 0.2 | 0.7 | 0.7 | |
Interest expense related to build-to-suit lease | $ 0.8 | $ 0.9 | $ 2.5 | $ 2.6 | |
Building | |||||
Capital Leased Assets [Line Items] | |||||
Estimated useful life | 30 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2019USD ($) |
Capital Leases | |
The remainder of 2019 | $ 73 |
2020 | 250 |
2021 | 134 |
2022 | 100 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 557 |
Total | 557 |
Build-to-Suit Lease | |
The remainder of 2019 | 1,415 |
2020 | 5,772 |
2021 | 1,943 |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total minimum lease payments | 9,130 |
Less: Amount representing interest and taxes | (5,060) |
Total | 4,070 |
Operating Leases | |
The remainder of 2019 | 1,000 |
2020 | 3,899 |
2021 | 3,447 |
2022 | 3,106 |
2023 | 2,771 |
Thereafter | 4,321 |
Total | 18,544 |
Sublease Income | |
The remainder of 2019 | (1,031) |
2020 | (4,205) |
2021 | (1,238) |
2022 | 0 |
2023 | 0 |
Thereafter | 0 |
Total | (6,474) |
Total | |
The remainder of 2019 | 1,457 |
2020 | 5,716 |
2021 | 4,286 |
2022 | 3,206 |
2023 | 2,771 |
Thereafter | 4,321 |
Total minimum lease payments | 21,757 |
Total | $ 16,697 |
Commitments and Contingencies_3
Commitments and Contingencies - Letters of Credit (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | ||
Restricted cash | $ 2,218 | $ 1,508 |
Commitments and Contingencies_4
Commitments and Contingencies - Future Creator Payments Committed to under Contract but Not Yet Paid (Details) - Future Creator Payments $ in Thousands | Sep. 30, 2019USD ($) |
Other Commitments [Line Items] | |
The remainder of 2019 | $ 6,559 |
2020 | 18,490 |
2021 | 9,880 |
2022 | 3,866 |
2023 | 3,055 |
Thereafter | 0 |
Total | $ 41,850 |
Commitments and Contingencies_5
Commitments and Contingencies - Litigation and Loss Contingencies (Details) | Jul. 16, 2019USD ($)complaint | Sep. 30, 2019USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Loss Contingencies [Line Items] | |||||
New complaints filed | complaint | 2 | ||||
Customer refund expense | $ 4,000,000 | ||||
Loss contingency accrual | $ 15,400,000 | $ 15,400,000 | $ 19,200,000 | ||
Estimate of possible loss attributable to potential interest and penalties | 1,400,000 | 1,400,000 | $ 1,200,000 | ||
Ticketfly Customer Data Breach | |||||
Loss Contingencies [Line Items] | |||||
Potential costs associated with incident | $ 6,600,000 | ||||
Insurance proceeds | $ 0 | $ 3,000,000 | |||
Ticketfly Customer Data Breach | Contra Revenue | |||||
Loss Contingencies [Line Items] | |||||
Potential costs associated with incident | 6,300,000 | ||||
Ticketfly Customer Data Breach | Operating Expenses | |||||
Loss Contingencies [Line Items] | |||||
Potential costs associated with incident | $ 300,000 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) | May 31, 2019shares | Jan. 31, 2019shares | Aug. 31, 2018 | Sep. 30, 2019USD ($)shares | Sep. 30, 2018USD ($) | Jun. 30, 2019shares | Sep. 30, 2019USD ($)voteshares | Sep. 30, 2018USD ($) | Dec. 31, 2018shares | Dec. 31, 2010shares | Dec. 31, 2004shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued and outstanding (in shares) | 17,228,921 | 17,228,921 | 22,012,597 | ||||||||
Stock-based compensation expense | $ | $ 9,936,000 | $ 15,049,000 | $ 26,769,000 | $ 23,157,000 | |||||||
Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of votes per share | vote | 1 | ||||||||||
Class B Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Number of votes per share | vote | 10 | ||||||||||
Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Stock-based compensation expense | $ | $ 300,000 | $ 0 | $ 800,000 | $ 0 | |||||||
2004 Plan, 2010 Plan and 2018 Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Shares issued and outstanding (in shares) | 17,228,921 | 17,228,921 | |||||||||
Number of shares available for grant (in shares) | 11,568,019 | 11,568,019 | |||||||||
2004 Plan, 2010 Plan and 2018 Plan | Stock Options | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Vesting period | 4 years | ||||||||||
Expiration period | 10 years | ||||||||||
2004 Stock Option Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 6,000,000 | ||||||||||
2010 Stock Option Plan | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 29,963,761 | ||||||||||
2018 Stock Option and Incentive Plan | Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 6,683,648 | 6,683,648 | |||||||||
2018 Employee Stock Purchase Plan (ESPP) | Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 2,318,083 | 2,318,083 | |||||||||
2018 Employee Stock Purchase Plan (ESPP) | Employee Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Maximum annual contribution percentage per employee | 15.00% | ||||||||||
Fair vale purchase price percentage | 85.00% | ||||||||||
2018 Employee Stock Purchase Plan (ESPP) | Employee Stock | Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Common stock reserved for future issuance (in shares) | 2,150,377 | 2,150,377 | |||||||||
Additional shares reserved for future issuance (in shares) | 783,583 | ||||||||||
Common Stock | Class A Common Stock | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||
Issuance of common stock for ESPP Purchase (in shares) | 167,706 | 167,706 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | |
Outstanding options | ||
Balance (in shares) | shares | 22,012,597 | |
Granted (in shares) | shares | 1,790,074 | |
Exercised (in shares) | shares | (5,305,686) | |
Cancelled (in shares) | shares | (1,268,064) | |
Balance (in shares) | shares | 17,228,921 | 22,012,597 |
Vested and exercisable (in shares) | shares | 10,327,683 | 12,462,693 |
Vested and expected to vest (in shares) | shares | 16,586,599 | 20,926,797 |
Weighted- average exercise price | ||
Balance (in dollars per share) | $ / shares | $ 7.85 | |
Granted (in dollars per share) | $ / shares | 17.71 | |
Exercised (in dollars per share) | $ / shares | 6.22 | |
Cancelled (in dollars per share) | $ / shares | 11.14 | |
Balance (in dollars per share) | $ / shares | 9.13 | $ 7.85 |
Vested and exercisable (in dollars per share) | $ / shares | 6.83 | 5.75 |
Vested and expected to vest (in dollars per share) | $ / shares | $ 8.99 | $ 7.69 |
Weighted- average remaining contractual term | ||
Outstanding | 6 years 7 months 21 days | 7 years 26 days |
Vested and exercisable | 5 years 4 months 11 days | 5 years 7 months 7 days |
Vested and expected to vest | 6 years 6 months 22 days | 6 years 12 months 3 days |
Aggregate intrinsic value | ||
Outstanding | $ | $ 148,017 | $ 439,382 |
Exercised | $ | 16,269 | |
Vested and exercisable | $ | 112,524 | 274,883 |
Vested and expected to vest | $ | $ 144,852 | $ 421,047 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock Subject to Repurchase (Details) - USD ($) $ in Millions | Sep. 30, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock subject to repurchase related to stock options (in shares) | 30,564 | 55,537 |
Liability related to early exercises of stock options | $ 0.3 | $ 0.4 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate the Fair Value of Stock Options (Details) - Stock Options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected volatility, minimum | 48.80% | 46.70% | 48.80% | 46.70% |
Expected volatility, maximum | 49.10% | 47.10% | 49.70% | 52.90% |
Risk-free interest rate, minimum | 1.32% | 2.83% | 1.32% | 2.25% |
Risk-free interest rate, maximum | 1.36% | 2.92% | 2.58% | 2.92% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 5 years 15 days | 6 years 7 days | 5 years 15 days | 6 years 7 days |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term | 6 years 29 days | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Stockholders' Equity - Stock-ba
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of stock options granted (in dollars per share) | $ 8.21 | $ 9.03 | $ 8.61 | $ 8.14 | |
Compensation expense not yet recognized | $ 44.2 | $ 44.2 | $ 51.3 | ||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 6 months 11 days | 2 years 8 months 23 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Units (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 9,936 | $ 15,049 | $ 26,769 | $ 23,157 |
Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 4,600 | 7,100 | 10,700 | 7,100 |
Stock-based compensation expense, not yet recognized | $ 53,500 | $ 53,500 | ||
Weighted-average recognition period for unrecognized stock-based compensation | 3 years 6 months | |||
IPO | Restricted Stock Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 6,900 | $ 6,900 |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2019$ / sharesshares | |
Outstanding RSUs | |
Balance as of December 31, 2018 (in shares) | shares | 670,606 |
Awarded (in shares) | shares | 3,132,232 |
Released (in shares) | shares | (247,537) |
Cancelled (in shares) | shares | (359,632) |
Balance as of September 30, 2019 (in shares) | shares | 3,195,669 |
Vested and expected to vest as of September 30, 2019 (in shares) | shares | 2,607,595 |
Weighted-average grant date fair value per share | |
Balance as of December 31, 2018 (in usd per share) | $ / shares | $ 24.71 |
Awarded (in usd per share) | $ / shares | 20.82 |
Released (in usd per share) | $ / shares | 21.10 |
Cancelled (in usd per share) | $ / shares | 26.37 |
Balance as of September 30, 2019 (in usd per share) | $ / shares | 20.99 |
Vested and expected to vest as of September 30, 2019 (in usd per share) | $ / shares | $ 21.04 |
Stockholders' Equity - Sales of
Stockholders' Equity - Sales of the Company's Stock (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
May 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | $ 9,936 | $ 15,049 | $ 26,769 | $ 23,157 | |
Sale of the Company's Common Stock to Entities Affiliated with Existing Investor | |||||
Class of Stock [Line Items] | |||||
Common stock sold by employees and former employees (in shares) | 1.3 | ||||
Share price of stock sold by employees (in dollars per shares) | $ 13.12 | ||||
Aggregate purchase price | $ 17,200 | ||||
Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | 2,200 | ||||
General and administrative | |||||
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | 4,652 | 11,247 | 14,222 | 16,305 | |
General and administrative | Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | 2,000 | ||||
Sales, marketing and support | |||||
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | $ 1,569 | 1,151 | $ 4,038 | $ 2,729 | |
Sales, marketing and support | Stock Compensation Plan | |||||
Class of Stock [Line Items] | |||||
Excess of purchase price over fair value recognized as compensation expense | $ 200 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (30,176) | $ (35,516) | $ (24,831) | $ (15,580) | $ (55,007) | $ (51,096) |
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) | 83,063 | 28,736 | 81,094 | 23,799 | ||
Net loss per share, basic and diluted (in dollars per share) | $ (0.36) | $ (1.24) | $ (0.68) | $ (2.15) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 20,824 | 22,488 |
Options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 17,229 | 22,191 |
Restricted stock and restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 3,564 | 230 |
Early exercised options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 31 | 67 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 147 | $ (117) | $ (946) | $ 683 |
Geographic Information - Net Re
Geographic Information - Net Revenue By Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 82,052 | $ 73,628 | $ 244,136 | $ 215,696 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 59,364 | 53,726 | 177,834 | 156,776 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 22,688 | $ 19,902 | $ 66,302 | $ 58,920 |
Geographic Information - Narrat
Geographic Information - Narrative (Details) - Ticketfly Customer Data Breach $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Loss Contingencies [Line Items] | |
Potential costs associated with incident | $ 6.6 |
Contra Revenue | |
Loss Contingencies [Line Items] | |
Potential costs associated with incident | $ 6.3 |