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. |