Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Feb. 15, 2020 | Jun. 28, 2019 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Transition Report | false | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38658 | ||
Entity Registrant Name | EVENTBRITE, INC. | ||
Entity Central Index Key | 0001475115 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 14-1888467 | ||
Entity Address, Address Line One | 155 5th Street, 7th Floor | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94103 | ||
City Area Code | 415 | ||
Local Phone Number | 692-7779 | ||
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | ||
Trading Symbol | EB | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 773.8 | ||
Documents Incorporated by Reference | Part III of this report incorporates information by reference from the definitive Proxy Statement to be filed within 120 days after the end of the registrant's fiscal year ended December 31, 2019. | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 62,678,001 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,666,083 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 420,712 | $ 437,892 |
Funds receivable | 54,896 | 58,697 |
Accounts receivable, net | 2,932 | 4,069 |
Creator signing fees, net | 9,597 | 7,324 |
Creator advances, net | 22,282 | 21,255 |
Prepaid expenses and other current assets | 14,157 | 16,467 |
Total current assets | 524,576 | 545,704 |
Property, plant and equipment, net | 19,735 | |
Property, plant and equipment, net | 44,219 | |
Operating lease right-of-use assets | 22,160 | |
Goodwill | 170,560 | 170,560 |
Acquired intangible assets, net | 49,158 | 59,973 |
Restricted cash | 2,228 | 1,508 |
Creator signing fees, noncurrent | 16,710 | 9,681 |
Creator advances, noncurrent | 922 | 1,887 |
Other assets | 1,966 | 3,352 |
Total assets | 808,015 | 836,884 |
Current liabilities | ||
Accounts payable, creators | 308,371 | 272,201 |
Accounts payable, trade | 1,870 | 1,028 |
Accrued compensation and benefits | 6,347 | 5,586 |
Accrued taxes | 5,409 | 8,028 |
Operating lease liabilities | 9,115 | |
Current portion of term loans | 0 | 5,635 |
Other accrued liabilities | 19,196 | 15,726 |
Total current liabilities | 350,308 | 308,204 |
Build-to-suit lease financing obligation | 28,510 | |
Accrued taxes, noncurrent | 15,173 | 15,691 |
Operating lease liabilities, noncurrent | 16,162 | |
Term loans | 0 | 67,087 |
Other liabilities | 557 | 2,170 |
Total liabilities | 382,200 | 421,662 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2019 or 2018 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 85,718,860 shares issued and outstanding as of December 31, 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 December 31, 2019 and 188,480 shares as of December 31, 2018 | 0 | (488) |
Additional paid-in capital | 798,640 | 718,405 |
Accumulated deficit | (372,826) | (302,695) |
Total stockholders’ equity | 425,815 | 415,222 |
Total liabilities and stockholders’ equity | $ 808,015 | $ 836,884 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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) | 85,718,860 | 78,546,874 |
Common stock, shares outstanding (in shares) | 85,718,860 | 78,358,394 |
Treasury stock (in shares) | 0 | 188,480 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | ||
Net revenue | $ 326,801,000 | $ 291,611,000 | $ 201,597,000 | |
Cost of net revenue | [1] | 129,141,000 | 120,653,000 | 81,667,000 |
Gross profit | 197,660,000 | 170,958,000 | 119,930,000 | |
Operating expenses: | ||||
Product development | [1] | 64,196,000 | 46,071,000 | 30,608,000 |
Sales, marketing and support | [1] | 102,874,000 | 83,428,000 | 59,740,000 |
General and administrative | [1] | 100,541,000 | 80,134,000 | 62,989,000 |
Total operating expenses | [1] | 267,611,000 | 209,633,000 | 153,337,000 |
Loss from operations | (69,951,000) | (38,675,000) | (33,407,000) | |
Interest expense | (2,986,000) | (11,295,000) | (6,462,000) | |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | (9,591,000) | (2,200,000) | |
Loss on debt extinguishment | (1,742,000) | (178,000) | 0 | |
Other income (expense), net | 5,727,000 | (3,189,000) | 3,509,000 | |
Loss before income taxes | (68,952,000) | (62,928,000) | (38,560,000) | |
Income tax provision (benefit) | (192,000) | 1,150,000 | (13,000) | |
Net loss | $ (68,760,000) | $ (64,078,000) | $ (38,547,000) | |
Net loss per share, basic and diluted (in dollars per share) | $ (0.84) | $ (1.71) | $ (1.98) | |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 81,979 | 37,540 | 19,500 | |
Cost of net revenue | ||||
Operating expenses: | ||||
Stock-based compensation expense | $ 1,397,000 | $ 429,000 | $ 200,000 | |
Product development | ||||
Operating expenses: | ||||
Stock-based compensation expense | 11,130,000 | 5,813,000 | 2,411,000 | |
Sales, marketing and support | ||||
Operating expenses: | ||||
Stock-based compensation expense | 5,471,000 | 3,570,000 | 2,364,000 | |
General and administrative | ||||
Operating expenses: | ||||
Stock-based compensation expense | $ 19,596,000 | $ 20,419,000 | $ 5,883,000 | |
[1] | (1) Includes stock-based compensation as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of net revenue $ 1,397 $ 429 $ 200 Product development 11,130 5,813 2,411 Sales, marketing and support 5,471 3,570 2,364 General and administrative 19,596 20,419 5,883 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Conversion of Redeemable Convertible Preferred Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit |
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2016 | 33,446,250 | ||||||
Redeemable convertible preferred stock, balance at Dec. 31, 2016 | $ 200,082 | ||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock [Roll Forward] | |||||||
Issuance of Series G redeemable convertible preferred stock (in shares) | 8,181,957 | ||||||
Issuance of Series G redeemable convertible preferred stock (in shares) | $ 133,936 | ||||||
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2017 | 41,628,207 | ||||||
Redeemable convertible preferred stock, balance at Dec. 31, 2017 | $ 334,018 | ||||||
Balance (in shares) at Dec. 31, 2016 | 0 | 16,693,380 | (188,480) | ||||
Balance at Dec. 31, 2016 | (149,084) | $ 0 | $ 0 | $ (488) | $ 51,474 | $ (200,070) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,401,872 | ||||||
Issuance of common stock upon exercise of stock options | 1,767 | 1,767 | |||||
Issuance of common stock in acquisitions (in shares) | 2,678,189 | ||||||
Issuance of common stock, acquisitions | 18,243 | 18,243 | |||||
Vesting of early exercised stock options | 366 | 366 | |||||
Stock-based compensation | 11,441 | 11,441 | |||||
Net loss | (38,547) | (38,547) | |||||
Balance (in shares) at Dec. 31, 2017 | 0 | 20,773,441 | (188,480) | ||||
Balance at Dec. 31, 2017 | $ (155,814) | $ 0 | $ 0 | $ (488) | 83,291 | (238,617) | |
Increase (Decrease) in Redeemable Convertible Preferred Stock [Roll Forward] | |||||||
Automatic conversion of warrants in connection with initial public offering (in shares) | (41,628,207) | ||||||
Automatic conversion of warrants in connection with initial public offering | $ (334,018) | ||||||
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2018 | 0 | ||||||
Redeemable convertible preferred stock, balance at Dec. 31, 2018 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,727,899 | 1,727,899 | |||||
Issuance of common stock upon exercise of stock options | $ 8,108 | 8,108 | |||||
Issuance of common stock in acquisitions (in shares) | 757,218 | ||||||
Issuance of common stock, acquisitions | 8,832 | 8,832 | |||||
Issuance of common stock for settlement of RSUs (in shares) | 802,900 | ||||||
Issuance of common stock for settlement of RSUs | 0 | ||||||
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 | |||||
Conversion of convertible stock (in shares) | 42,188,624 | ||||||
Conversion of convertible stock | 334,018 | 334,018 | |||||
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 | |||||
Costs related to initial public offering | (5,450) | (5,450) | |||||
Issuance of restricted stock awards (in shares) | 2,993 | ||||||
Issuance of restricted stock awards | 0 | ||||||
Shares withheld related to net share settlement (in shares) | (391,874) | ||||||
Shares withheld related to net share settlement | (9,013) | (9,013) | |||||
Vesting of early exercised stock options | 366 | 366 | |||||
Stock-based compensation | 30,803 | 30,803 | |||||
Net loss | (64,078) | (64,078) | |||||
Balance (in shares) at Dec. 31, 2018 | 11,502,993 | 66,855,401 | (188,480) | ||||
Balance at Dec. 31, 2018 | $ 415,222 | $ 0 | $ 0 | $ (488) | 718,405 | (302,695) | |
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2019 | 0 | ||||||
Redeemable convertible preferred stock, balance at Dec. 31, 2019 | $ 0 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Issuance of common stock upon exercise of stock options (in shares) | 6,465,360 | 6,209,953 | 255,407 | ||||
Issuance of common stock upon exercise of stock options | $ 40,669 | 40,669 | |||||
Issuance of common stock for settlement of RSUs (in shares) | 353,407 | ||||||
Issuance of common stock for settlement of RSUs | 0 | ||||||
Issuance common stock for ESPP Purchase (in shares) | 271,294 | ||||||
Issuance of common stock for ESPP Purchase | 3,631 | 3,631 | |||||
Conversion of convertible stock (in shares) | 43,255,565 | (43,255,565) | |||||
Conversion of convertible stock | 0 | $ 1 | (1) | ||||
Issuance of restricted stock awards (in shares) | 394,558 | ||||||
Issuance of restricted stock awards | 0 | ||||||
Shares withheld related to net share settlement (in shares) | (124,153) | ||||||
Shares withheld related to net share settlement | (2,821) | (2,821) | |||||
Retirement of treasury shares (in shares) | 188,480 | ||||||
Retirement of treasury shares | 0 | $ 488 | (488) | ||||
Vesting of early exercised stock options | 367 | 367 | |||||
Stock-based compensation | 38,878 | 38,878 | |||||
Net loss | (68,760) | (68,760) | |||||
Balance (in shares) at Dec. 31, 2019 | 61,863,617 | 23,855,243 | 0 | ||||
Balance at Dec. 31, 2019 | $ 425,815 | $ 1 | $ 0 | $ 0 | $ 798,640 | $ (372,826) |
Statement of Shareholders' Equi
Statement of Shareholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($)$ / shares | |
Issuance of redeemable convertible preferred stock, price per share (in dollars per share) | $ / shares | $ 16.3836 |
Issuance of redeemable convertible preferred stock, issuance costs | $ 0 |
Redeemable Convertible Preferred Stock | |
Issuance of redeemable convertible preferred stock, issuance costs | $ 100 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities | |||
Net loss | $ (68,760,000) | $ (64,078,000) | $ (38,547,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 24,324,000 | 34,608,000 | 19,418,000 |
Amortization of creator signing fees | 10,858,000 | 7,086,000 | 4,314,000 |
Noncash operating lease expense | 8,246,000 | ||
Accretion of term loan | 326,000 | 1,718,000 | 752,000 |
Loss on debt extinguishment | 1,742,000 | 178,000 | 0 |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 9,591,000 | 2,200,000 |
Change in fair value of term loan embedded derivatives | 0 | (2,119,000) | 0 |
Stock-based compensation | 37,594,000 | 30,231,000 | 10,858,000 |
Impairment charges | 5,671,000 | 3,425,000 | 2,715,000 |
Provision for bad debt and creator advances | 2,433,000 | 2,742,000 | 921,000 |
Loss on disposal of equipment | 73,000 | 99,000 | 1,271,000 |
Deferred income taxes | (380,000) | 103,000 | (400,000) |
Excess tax benefit from stock-based compensation awards | 0 | 0 | (2,258,000) |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (288,000) | (2,092,000) | (775,000) |
Funds receivable | 3,801,000 | (6,810,000) | (18,148,000) |
Creator signing fees, net | (21,216,000) | (15,973,000) | (8,600,000) |
Creator advances, net | (5,685,000) | (5,308,000) | (5,782,000) |
Prepaid expenses and other current assets | 1,690,000 | (5,594,000) | (4,347,000) |
Other assets | 201,000 | (1,643,000) | 668,000 |
Accounts payable, creators | 36,170,000 | 24,523,000 | 52,836,000 |
Accounts payable, trade | 670,000 | (507,000) | 386,000 |
Accrued compensation and benefits | 761,000 | 1,791,000 | (333,000) |
Accrued taxes | (2,619,000) | 5,039,000 | 3,640,000 |
Operating lease liabilities | (9,146,000) | ||
Other accrued liabilities | 2,224,000 | 4,256,000 | 693,000 |
Accrued taxes, noncurrent | (137,000) | (14,458,000) | 7,027,000 |
Other liabilities | 105,000 | 354,000 | 1,312,000 |
Net cash provided by operating activities | 28,658,000 | 7,162,000 | 29,821,000 |
Cash flows from investing activities | |||
Purchases of property and equipment | (5,888,000) | (5,418,000) | (2,536,000) |
Capitalized internal-use software development costs | (7,710,000) | (7,232,000) | (6,142,000) |
Acquisitions, net of cash acquired | 0 | 12,611,000 | (131,974,000) |
Net cash used in investing activities | (13,598,000) | (39,000) | (140,652,000) |
Cash flows from financing activities | |||
Proceeds from initial public offering, net of underwriters' discounts and offering costs, net of reimbursements | 0 | 240,965,000 | 0 |
Proceeds from issuance of common stock under ESPP | 3,631,000 | 0 | 0 |
Proceeds from exercise of stock options | 40,669,000 | 8,108,000 | 1,767,000 |
Excess tax benefit from stock-based compensation awards | 0 | 0 | 2,258,000 |
Taxes paid related to net share settlement of equity awards | (1,066,000) | (9,013,000) | 0 |
Proceeds from issuance of redeemable convertible preferred stock, net | 0 | 0 | 133,936,000 |
Proceeds from term loans | 0 | 118,578,000 | 30,000,000 |
Principal payments on debt obligations | (73,594,000) | (111,071,000) | (7,788,000) |
Prepayment penalties on debt extinguishment | 0 | (6,803,000) | 0 |
Payment of debt issuance costs | (457,000) | 0 | 0 |
Payments on finance lease obligations | (290,000) | ||
Payments on finance lease obligations | (78,000) | (249,000) | |
Payments on build-to-suit lease financing obligation | 0 | (630,000) | (410,000) |
Payments of deferred offering costs | (413,000) | 0 | 0 |
Net cash provided by (used in) financing activities | (31,520,000) | 240,056,000 | 159,514,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | (16,460,000) | 247,179,000 | 48,683,000 |
Net increase (decrease) in cash, cash equivalents and restricted cash | |||
Beginning of period | 439,400,000 | 192,221,000 | 143,538,000 |
End of period | 422,940,000 | 439,400,000 | 192,221,000 |
Supplemental cash flow data | |||
Interest paid | 10,657,000 | 7,588,000 | 868,000 |
Income taxes paid, net of refunds | 1,096,000 | 202,000 | 144,000 |
Noncash investing and financing activities | |||
Vesting of early exercised stock options | 367,000 | 366,000 | 366,000 |
Issued shares of common stock for acquisitions | 0 | 8,832,000 | 18,243,000 |
Promissory notes issued in connection with acquisitions | 0 | 0 | 57,500,000 |
Conversion of redeemable convertible preferred stock in connection with initial public offering | 0 | 21,465,000 | 0 |
Issuance of redeemable convertible preferred stock warrants in connection with the loan facilities and term loan | 0 | 4,603,000 | 5,071,000 |
Deferred offering costs included in accounts payable, trade and other accrued liabilities | 0 | 430,000 | 0 |
Purchases of property and equipment, accrued but unpaid | 436,000 | $ 0 | $ 0 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ 3,704,000 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Overview and Basis of Presentation | Overview and Basis of Presentation Description of Business Eventbrite, Inc. (Eventbrite or the Company) has built a powerful, broad technology platform to enable creators to solve the 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 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 the 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 the Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock. See Note 12 and Note 13 for additional details. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. 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 $13.6 million and $4.6 million of expenses for the years ended December 31, 2018 and 2017, respectively, to make the presentation consistent with the current year. There was no change to total operating expenses, loss from operations, loss before income taxes or net loss for the years ended December 31, 2018 or 2017 as a result of these reclassifications. Use of Estimates In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its 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, determining the fair value of the Company's common stock and redeemable convertible preferred stock warrant liability prior to the IPO, fair value of the term loan derivative liability, 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 those estimates and such differences could be material to the Company’s consolidated financial statements. SEC Filer and Emerging Growth Company Status The Company became a large accelerated filer on December 31, 2019, based on the market value of the Company's Class A common stock held by non-affiliates as of the last day of the second quarter. Prior to that, the Company was an emerging growth company (EGC) as defined in the Jumpstart Our Business Startups Act (JOBS Act). Being an EGC allowed 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 had elected to use this extended transition period under the JOBS Act. The Company lost the ability to delay adoption of new or revised accounting pronouncements when it ceased to be an EGC and became a large accelerated filer as of December 31, 2019. As a result, the financial statements included in this Annual Report on Form 10-K reflect the adoption of new accounting standards effective for calendar year end public companies, including the adoption of ASU 2016-02, Leases (Topic 842) (ASC 842). The Company previously filed its 2019 quarterly interim financial statements on Form 10-Q accounting for its leases under ASC 840, Leases (ASC 840), and has recast its previously reported 2019 interim financial information to be reported under ASC 842 in this Annual Report on Form 10-K. Refer to the section titled Recently Adopted Accounting Pronouncements below for more information. Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the consolidated statements of comprehensive loss have been omitted from the consolidated financial statements. Segment Information The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reporting unit. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies 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 had no material impact on the Company's 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 606), which supersedes revenue recognition guidance under ASC Topic 605. ASC 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 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC 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 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 consolidated balance sheet. The Company recognized this $0.6 million during the year ended December 31, 2019 and has a contract liability of $0.8 million recorded as of December 31, 2019. ▪ The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019. ▪ The accounting treatment of incremental costs of obtaining contracts under ASC 606 had no material impact to the Company's consolidated financial statements. ▪ The adoption of ASC 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 consolidated statement of cash flows for the year ended December 31, 2019. ▪ The adoption of ASC 606 had no income tax impact. As a result of the cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019, the Company's opening deferred income tax asset balance was increased with a corresponding increase to the valuation allowance. Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC 606. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASC 842), which supersedes the previous accounting guidance for leases included within ASC 840, Leases (ASC 840). The new guidance generally requires an entity to recognize on its balance sheet operating and finance lease liabilities and corresponding right-of-use assets, as well as to recognize the associated operating lease expenses on its statements of operations. The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach. The Company elected not to adjust comparative periods and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840. The Company elected the package of practical expedients, which allows the Company to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases and treatment of initial direct costs for any existing leases. Additionally, the Company elected to combine lease and non-lease components and to exclude leases with a term of 12 months or less on its consolidated balance sheets. The most significant impact of adopting ASC 842 was the derecognition of the Company's build-to-suit asset and improvements, including lessor-owned improvements, with a carrying amount of $26.7 million, and the related lease financing obligation of $28.9 million, related to the Company's San Francisco office lease. As of January 1, 2019, the Company ceased to allocate its lease payments to interest expense and the build-to-suit liability. Under ASC 842, the Company classified this lease as an operating lease and will recognize lease expense in the consolidated statement of operations and lease payments will be recorded as a reduction of the operating lease liability, similar to all of the Company's other real estate leases. The Company recorded additional lease operating expense of $3.7 million, decreased deprecation expense of $0.5 million and decreased interest expense of $3.3 million during the year ended December 31, 2019 compared to the year ended December 31, 2018 related to its San Francisco office lease as a result of adopting ASC 842. The adoption of ASC 842 resulted in the recognition of $25.7 million of operating lease right-of-use assets and operating lease liabilities of $29.7 million on the consolidated balance sheet as of January 1, 2019. The Company reclassified $1.7 million of previously recognized deferred rent obligations and lease incentives to operating lease right-of-use assets upon adoption of ASC 842. The Company also recorded finance lease right-of-use assets of $0.4 million and total finance lease liabilities of $0.5 million as of January 1, 2019. The adoption of ASC Topic 842 had no income tax impact to the financial statements. The Company wrote-off its deferred tax asset related to its built-to-suit lease and grossed up its deferred taxes consistent with the new ASC 842 classifications: right-of-use asset and lease liability, recording as a $2.5 million deferred tax liability related to the recognition of right-of-use assets and a $3.0 million deferred tax asset related to the recognition of lease liability upon adoption. The deferred taxes recognized upon the adoption of ASC 842 were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. Furthermore, in conjunction with the adoption entry, the Company adjusted its deferred rent deferred tax asset, fixed asset deferred tax liability and prepaid expenses deferred tax liability through retained earnings, which was offset by a valuation allowance. For further information, see Note 7. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act) and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The Company adopted this guidance in the first quarter of fiscal year 2019 and there was no tax impact upon adoption. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. The Company plans to adopt this new standard in the first quarter of 2020 and is evaluating the accounting, transition and disclosure requirements of this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is in the process of evaluating the impact, if any, of this new guidance on its consolidated financial statements. 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 annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company will adopt this standard effective January 1, 2020 and while this standard will apply to the Company's reporting requirements in performing goodwill impairment testing, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. 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 the 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 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 in the consolidated statements of operations. Cost of Net Revenue Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, field operations costs and allocated customer support costs. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes bank deposits and money market funds held with 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 $257.3 million and $217.4 million as of December 31, 2019 and 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 consolidated balance sheets. The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents. 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 consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 420,712 $ 437,892 $ 188,986 Restricted cash 2,228 1,508 3,235 Total cash, cash equivalents and restricted cash $ 422,940 $ 439,400 $ 192,221 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 $51.1 million and $54.8 million as of December 31, 2019 and 2018, respectively. Accounts Receivable, Net Accounts receivable, net is comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. Property, Plant and Equipment, Net Property, plant and equipment, including assets acquired through finance leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property, plant and equipment are as follows: Estimated Useful Life Building and improvements 30 years Furniture and fixtures 3-5 years Computers and computer equipment 1-2 years Computer software 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Fair Value Measurements 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 money market funds, 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 were no other Level 1 or Level 2 assets or liabilities recorded at December 31, 2019, 2018 and 2017. The Company measured the redeemable convertible preferred stock warrant liability (as discussed in Note 12) 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 (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. 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 discounted cash flows. 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. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the years ended December 31, 2019 and 2018. Internal-Use Software Development Costs The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill and Acquired Intangible Assets, Net Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then a second step is required that compares the carrying amount of the goodwill with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally-generated and unrecognized intangible and tangible net assets. If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. During the years ended December 31, 2019, 2018 and 2017, the Company assessed qualitative factors and determined additional impairment testing was not required; therefore no goodwill impairment charges have been recorded during these periods. Acquired Intangible Assets, Net Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, determined to be straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheet. The Company evaluates the recoverability of its intangible assets for potential impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to the fair value. Creator Signing Fees, Net Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. Creator Advances, Net Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. 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 until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the rate and timing of recovery for outstanding advances, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. Impairment The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, creator signing fees, creator advances and acquisition-related intangible assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. Accounts Payable, Creators Accounts payable, creators consists of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five Advertising Advertising costs are charged to expense as incurred. The costs of developing advertising creative and trade show expenses are initially deferred and charged to expense in the period in which the advertising is displayed or the period the trade show occurs. Advertising expenses were $4.6 million, $1.6 million and $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively. Stock-Based Compensation Expense Stock-based compensation expense is 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 award recipient 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. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized and offset against proceeds upon the consummation of the offerings within stockholders’ equity. The Company incurred $5.5 million of offering costs in connection with its IPO, which are recorded within stockholders' equity as a reduction of the IPO proceeds. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to ap |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 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 balance (in thousands): December 31, 2019 2018 Accounts receivable, customers $ 4,979 $ 5,651 Allowance for doubtful accounts (2,047) (1,582) Accounts receivable, net $ 2,932 $ 4,069 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 12 Months Ended |
Dec. 31, 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 consolidated statements of operations and was $10.9 million, $7.1 million and $4.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, these payments are being amortized over a weighted-average remaining contract life of 3.5 years on a straight-line basis. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2019 2018 Balance, beginning of period $ 17,005 $ 10,421 Creator signing fees paid 21,216 15,973 Amortization of creator signing fees (10,858) (7,086) Write-offs and other adjustments (1,056) (2,303) Balance, end of period $ 26,307 $ 17,005 Creator signing fees, net $ 9,597 $ 7,324 Creator signing fees, noncurrent 16,710 9,681 |
Creator Advances, Net
Creator Advances, Net | 12 Months Ended |
Dec. 31, 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. The following table summarizes the activity in creator advances for the periods indicated (in thousands): December 31, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 36,081 21,466 Creator advances recouped (30,396) (16,158) Write-offs and other adjustments (5,623) (2,774) Balance, end of period $ 23,204 $ 23,142 Creator advances, net $ 22,282 $ 21,255 Creator advances, noncurrent 922 1,887 |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 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): December 31, 2019 2018 Building and improvements $ — $ 33,277 Capitalized internal-use software development costs 44,194 35,201 Furniture and fixtures 3,861 3,557 Computers and computer equipment 14,836 11,676 Leasehold improvements 8,393 5,084 Finance lease right-of-use assets 1,005 — 72,289 88,795 Less: Accumulated depreciation and amortization (52,554) (44,576) Property, plant and equipment, net $ 19,735 $ 44,219 In connection with the adoption of ASC 842, the Company derecognized the building and improvements asset of $33.3 million as of January 1, 2019, which was initially recorded as a result of build-to-suit lease accounting and reclassified a portion of that balance, $1.4 million, to leasehold improvements. This amount reflects the lessee-owned assets of the construction project and is being depreciated over the remaining lease term. Included in property, plant and equipment, net are finance lease right-of-use assets with a carrying amount of $0.4 million as of December 31, 2019. The Company recorded the following amounts related to depreciation of fixed assets and capitalized internal-use software development costs during the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Depreciation expense $ 5,950 $ 5,201 $ 4,073 Capitalized internal-use software development costs 8,993 7,809 6,725 Amortization of capitalized internal-use software development costs 7,562 6,240 5,102 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases The Company adopted ASC 842 on January 1, 2019 and applied a modified retrospective transition approach. The Company will continue to account for comparative reporting periods prior to that date under ASC 840. Build-to-Suit Lease In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California (San Francisco office lease). The initial lease term was 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 was being accounted for as a financing obligation. Lease payments were 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 was being depreciated over the building’s estimated useful life of 30 years. Land lease expense was $0.9 million for each of the years ended December 31, 2018 and 2017 and interest expense recorded related to the Company’s build-to-suit lease was $3.4 million and $3.5 million for the years ended December 31, 2018 and 2017, respectively. Upon the adoption of ASC 842 as of January 1, 2019, the Company derecognized the build-to-suit asset and related lease financing obligation in their entirety, with the exception of the remaining net book value of lessee-owned tenant improvement assets, which will be depreciated over the remaining term of the lease. The Company classified the San Francisco office lease as an operating lease under ASC 842. The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands): Balance Sheet Location December 31, 2019 January 1, 2019 December 31, 2018 Property, plant and equipment, net $ 814 $ (26,676) $ 28,101 Other accrued liabilities — (552) 552 Build-to-suit lease financing obligation — (28,510) 28,510 Operating lease right-of-use assets 5,953 10,130 — Operating lease liabilities 5,580 5,167 — Operating lease liabilities, noncurrent 1,446 7,026 — Accumulated deficit 135 135 — Operating leases The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2029. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is calculated based on hypothetical fully-secured borrowings to fund each respective lease over the lease term as of the lease commencement date, based on an assessment of the company's implied credit rating. As of December 31, 2019, total operating lease right-of-use assets and operating lease liabilities were $22.2 million and $25.3 million, respectively. The lease liabilities are classified with $9.1 million included in current liabilities and $16.2 million included in noncurrent liabilities on the consolidated balance sheets. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. As of December 31, 2019, the remaining lease term of the Company's operating leases ranges from less than one year to ten years. The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands): Operating lease costs $ 8,246 Sublease income (3,933) Total operating lease costs, net $ 4,313 The Company made cash payments of $9.1 million for operating lease liabilities during the year ended December 31, 2019, which is included within the operating activities section on the consolidated statements of cash flows. As of December 31, 2019, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.7%. As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands): 2020 $ 9,766 2021 4,967 2022 3,352 2023 3,081 2024 2,035 Thereafter 4,161 Total operating lease payments 27,362 Less: Imputed interest (2,085) Total operating lease liabilities $ 25,277 Rent expense from operating leases recorded under ASC 840 totaled $3.0 million and $2.1 million for the years ended December 31, 2018 and 2017, respectively. The Company also recognized sublease income of $3.6 million and $3.1 million for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands): 2019 $ 4,115 2020 4,129 2021 2,645 2022 1,678 2023 1,483 Thereafter 3,770 Total minimum payments 17,820 Less: Amount representing interest and taxes (7,564) Total $ 10,256 Finance leases The Company leases certain computer equipment under finance leases. Finance lease right-of-use assets had a carrying amount of $0.4 million as of December 31, 2019 and are included in property, plant and equipment, net on the consolidated balance sheets. Finance lease liabilities totaled $0.7 million as of December 31, 2019, with $0.4 million and $0.3 million included in other accrued liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheets. The Company made cash payments of $0.3 million for finance lease liabilities during the year ended December 31, 2019, which is included within the financing activities section on the consolidated statements of cash flows. |
Leases | Leases The Company adopted ASC 842 on January 1, 2019 and applied a modified retrospective transition approach. The Company will continue to account for comparative reporting periods prior to that date under ASC 840. Build-to-Suit Lease In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California (San Francisco office lease). The initial lease term was 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 was being accounted for as a financing obligation. Lease payments were 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 was being depreciated over the building’s estimated useful life of 30 years. Land lease expense was $0.9 million for each of the years ended December 31, 2018 and 2017 and interest expense recorded related to the Company’s build-to-suit lease was $3.4 million and $3.5 million for the years ended December 31, 2018 and 2017, respectively. Upon the adoption of ASC 842 as of January 1, 2019, the Company derecognized the build-to-suit asset and related lease financing obligation in their entirety, with the exception of the remaining net book value of lessee-owned tenant improvement assets, which will be depreciated over the remaining term of the lease. The Company classified the San Francisco office lease as an operating lease under ASC 842. The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands): Balance Sheet Location December 31, 2019 January 1, 2019 December 31, 2018 Property, plant and equipment, net $ 814 $ (26,676) $ 28,101 Other accrued liabilities — (552) 552 Build-to-suit lease financing obligation — (28,510) 28,510 Operating lease right-of-use assets 5,953 10,130 — Operating lease liabilities 5,580 5,167 — Operating lease liabilities, noncurrent 1,446 7,026 — Accumulated deficit 135 135 — Operating leases The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2029. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is calculated based on hypothetical fully-secured borrowings to fund each respective lease over the lease term as of the lease commencement date, based on an assessment of the company's implied credit rating. As of December 31, 2019, total operating lease right-of-use assets and operating lease liabilities were $22.2 million and $25.3 million, respectively. The lease liabilities are classified with $9.1 million included in current liabilities and $16.2 million included in noncurrent liabilities on the consolidated balance sheets. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. As of December 31, 2019, the remaining lease term of the Company's operating leases ranges from less than one year to ten years. The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands): Operating lease costs $ 8,246 Sublease income (3,933) Total operating lease costs, net $ 4,313 The Company made cash payments of $9.1 million for operating lease liabilities during the year ended December 31, 2019, which is included within the operating activities section on the consolidated statements of cash flows. As of December 31, 2019, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.7%. As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands): 2020 $ 9,766 2021 4,967 2022 3,352 2023 3,081 2024 2,035 Thereafter 4,161 Total operating lease payments 27,362 Less: Imputed interest (2,085) Total operating lease liabilities $ 25,277 Rent expense from operating leases recorded under ASC 840 totaled $3.0 million and $2.1 million for the years ended December 31, 2018 and 2017, respectively. The Company also recognized sublease income of $3.6 million and $3.1 million for the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands): 2019 $ 4,115 2020 4,129 2021 2,645 2022 1,678 2023 1,483 Thereafter 3,770 Total minimum payments 17,820 Less: Amount representing interest and taxes (7,564) Total $ 10,256 Finance leases The Company leases certain computer equipment under finance leases. Finance lease right-of-use assets had a carrying amount of $0.4 million as of December 31, 2019 and are included in property, plant and equipment, net on the consolidated balance sheets. Finance lease liabilities totaled $0.7 million as of December 31, 2019, with $0.4 million and $0.3 million included in other accrued liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheets. The Company made cash payments of $0.3 million for finance lease liabilities during the year ended December 31, 2019, which is included within the financing activities section on the consolidated statements of cash flows. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company made no acquisitions in 2019. 2018 Acquisitions Picatic In August 2018, the Company acquired Picatic e-Ticket Inc. (Picatic), a Canadian ticketing company, 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 Class B 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 year ended December 31, 2018. Ticketea In April 2018, the Company acquired Ticketea S.L. (Ticketea), a leading Spanish ticketing provider, primarily 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 Class B common stock. Of the 0.7 million shares, 0.1 million shares were held in escrow for adjustments related to working capital requirements and breaches of representations, warranties and covenants. These escrowed shares were released in October 2019, net of adjustments. Acquisition costs directly related to the Ticketea transaction were $0.5 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2018. The total purchase price of the Picatic and Ticketea acquisitions 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 Ticketea acquisitions 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 $ 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 (in years) as of the date of acquisition: 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 2017 Acquisitions Ticketfly In September 2017, the Company acquired 100% of the outstanding equity of Ticketfly, LLC (Ticketfly), a San Francisco based subsidiary of a publicly-held company. The Company acquired Ticketfly in order to expand the Company’s solutions for music-related events. The acquisition of Ticketfly has been accounted for as a business combination . The acquisition date fair value of the consideration transferred was $201.1 million, which consisted of $151.1 million in cash and $50.0 million in Convertible Promissory Notes (Promissory Note), which were paid and issued, respectively, at the closing of the transaction. The Promissory Note had a five 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 in the consolidated statements of operations for the year ended December 31, 2018. As discussed in Note 10, the Company recorded a net loss on debt extinguishment of $0.2 million for the year ended December 31, 2018. Ticketscript In January 2017, the Company acquired 100% of the outstanding equity of TSTM Group Limited (ticketscript), a privately-held Dutch ticketing company with operations throughout Europe. The Company acquired ticketscript in order to enhance its ticketing solutions. The acquisition of ticketscript has been accounted for as a business combination . The acquisition date fair value of the consideration transferred was $33.4 million, which consisted of $7.7 million in cash, $7.5 million in promissory notes, 2.7 million shares of the Company’s Class B common stock and options to purchase 0.3 million shares of the Company's Class B common stock. These promissory notes were allowed to be prepaid at any time and the Company repaid these promissory notes in full, including accrued interest, in August 2017. Acquisition costs related to the ticketscript transaction were $1.2 million and are included in general and administrative expenses in the consolidated statements of operations. The Company retained certain former ticketscript employees under Eventbrite employment contracts and issued options to purchase an aggregate of 0.3 million shares of Class B common stock in connection with those employment contracts. These options vest over time and compensation expense is being recorded over the associated service period. The total purchase prices of the Ticketfly and ticketscript acquisitions were 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 Ticketfly acquisition is deductible for tax purposes, while the goodwill recorded in connection with ticketscript is not. Goodwill is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands): Ticketfly ticketscript Total Cash and restricted cash $ 23,339 $ 3,492 $ 26,831 Funds and accounts receivable 4,263 4,208 8,471 Creator advances 8,567 — 8,567 Prepaid expenses and other current assets 1,213 242 1,455 Property and equipment 2,619 425 3,044 Other noncurrent assets 15 238 253 Accounts payable, creators (29,909) (7,950) (37,859) Other current liabilities (2,138) (836) (2,974) Accrued taxes (6,179) (1,799) (7,978) Deferred tax liabilities — (2,401) (2,401) Intangible assets 76,300 11,800 88,100 Goodwill 123,011 26,030 149,041 Total purchase price $ 201,101 $ 33,449 $ 234,550 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): Ticketfly Estimated ticketscript Estimated Customer relationships $ 60,500 8.0 $ 10,600 5.0 Developed technology 14,500 1.3 1,100 1.0 Trademark 1,300 1.3 100 1.0 Total acquired intangible assets $ 76,300 $ 11,800 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, Net | Goodwill and Acquired Intangible Assets, Net The changes in the carrying amounts of goodwill was as follows (in thousands): At January 1, 2017 $ 9,725 Additions from acquisitions 149,041 At December 31, 2017 158,766 Additions from acquisitions 11,023 Measurement period and other adjustments 771 At December 31, 2018 $ 170,560 The carrying amount of goodwill was $170.6 million as of December 31, 2018 and 2019. Acquired intangible assets consisted of the following as of the dates indicated (in thousands): 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 December 31, 2019 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 19,062 $ 34 0.2 Customer relationships 74,484 25,360 49,124 5.2 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 46,022 $ 49,158 The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of net revenue $ 434 $ 11,834 $ 5,083 Sales, marketing and support 10,381 10,236 4,570 General and administrative — 1,098 590 Total amortization of acquired intangible assets $ 10,815 $ 23,168 $ 10,243 As of December 31, 2019, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2020 $ 10,443 2021 10,197 2022 8,202 2023 7,709 Thereafter 12,607 Total expected future amortization expense $ 49,158 |
Term Loans and Debt
Term Loans and Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Term Loans and Debt | Term Loans and Debt 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, 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 were 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 related to the change in fair value of the term loan embedded derivative asset, which is included within other income (expense), net on the consolidated statements of operations in the year ended December 31, 2018. 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 year ended December 31, 2018, and when coupled with the gain on debt extinguishment discussed in Note 8, recorded a net loss on debt extinguishment of $0.2 million for the year ended December 31, 2018. 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 (New Term Loans) and a $75.0 million revolving credit facility (New Revolving Credit Facility, and together with the New Term Loans, 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. 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 year ended December 31, 2019. The Company had no outstanding debt as of December 31, 2019. Term loans consisted of the following as of December 31, 2018 (in thousands): 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 | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies 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, based on performance, 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 December 31, 2019 (in thousands): Creator Advances Creator Total 2020 $ 17,229 $ 5,911 $ 23,140 2021 11,220 1,535 12,755 2022 4,108 273 4,381 2023 2,700 230 2,930 Thereafter — — — Total $ 35,257 $ 7,949 $ 43,206 Purchase Commitments The following table presents, by year, the future contractual purchase commitments as of December 31, 2019 (in thousands): Total 2020 $ 4,000 Thereafter — Total $ 4,000 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. The matters discussed below summarize the Company's current ongoing pending litigation. Beginning on April 15, 2019, purported stockholders of the 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, against the Company, certain of its executives and directors, and its 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. On August 22, 2019, the federal court consolidated the two pending actions and appointed lead plaintiffs and lead counsel (the Federal Action). On October 11, 2019, the lead plaintiffs in the Federal Action filed their amended consolidated complaint. The amended complaint generally alleges that the Company misrepresented and/or omitted material information in its IPO offering documents, in violation of the Securities Act of 1933. The amended complaint also challenges public statements made after the IPO in violation of the Securities Exchange Act of 1934. The amended complaint seeks unspecified monetary damages and other relief on behalf of investors who purchased the Company's Class A common stock issued pursuant and/or traceable to the IPO offering documents, or between September 20, 2018 and May 1, 2019, inclusive. On December 11, 2019, the defendants filed a motion to dismiss the amended complaint. The hearing on the defendants' motion to dismiss is set for April 9, 2020. On June 24, 2019, the state court consolidated two state actions pending at that time (the State Action). On July 24, 2019, the two plaintiffs in the State Action filed a consolidated complaint. The consolidated complaint generally alleges that the Company misrepresented and/or omitted material information in the IPO offering documents, in violation of the Securities Act of 1933. The amended complaint seeks unspecified monetary damages and other relief on behalf of investors who purchased the Company's Class A common stock issued pursuant and/or traceable to the IPO offering documents. On August 23, 2019, defendants filed demurrers to the consolidated complaint. A third state-court action was filed on August 23, 2019. On September 11, 2019, that complaint was consolidated into the operative complaint filed on July 24, 2019, and the court ordered that the arguments in defendants’ pending demurrers would apply to that newly filed complaint. At the hearing on defendants’ demurrers on November 1, 2019, the court sustained the demurrer with leave to amend. On December 13, 2019, the court granted requests by two plaintiffs to voluntarily dismiss their claims without prejudice. The remaining plaintiff and two new named plaintiffs filed a first amended consolidated complaint (FAC) on February 10, 2020. Defendants' deadline to file their anticipated demurrers to the FAC is March 26, 2020, and the court has set a hearing on May 1, 2020 to decide the anticipated demurrers. The Company believes that these actions are without merit and intends to vigorously defend them. The Company cannot predict the outcome of or estimate the possible loss or range of loss from the above described matters. On July 16, 2019, the Company filed two complaints in the United States District Court for the Northern District of California, entitled Eventbrite, Inc. v. MF Live, Inc., et al., 3:19-CV-04084 and Eventbrite, Inc. v. Fab Loranger et al., 3:19-CV-04083 (collectively, the Roxodus Lawsuits). The Roxodus Lawsuits arise out of MF Live’s (MFL) cancellation of the Roxodus music festival in Ontario, Canada, and MFL's and Loranger's subsequent refusals to issue refunds to impacted ticket buyers or to reimburse Eventbrite for payments to such ticket buyers. Eventbrite provided ticketing and payment processing services for the event pursuant to a written contract. When the event was cancelled and MFL refused to issue refunds, Eventbrite issued refunds totaling $4.0 million to ticket buyers who bought tickets on the Eventbrite platform. Pursuant to Eventbrite's Merchant Agreement, MFL was contractually required to reimburse Eventbrite for such refunds, and Loranger had signed a personal guaranty agreement committing to personally honor MFL’s obligations if the entity failed to do so. Accordingly, the Roxodus Lawsuits assert claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, money had and received, and actual and constructive fraudulent transfers. The Roxodus Lawsuits are in their early stages and the Company cannot predict the likelihood of success. MFL has filed for bankruptcy in Canada, staying Eventbrite's action against the entity. The Company is monitoring and participating in the bankruptcy process pursuant to its rights under Canadian law. Eventbrite's investigation of the assets held by and/or on behalf of MFL, Loranger, and the other defendants is ongoing. In addition to the litigation discussed above, from time to time, the Company may be subject to legal actions and claims in the ordinary course of business. The Company has received, and may in the future continue to receive, claims from third parties. Future litigation may be necessary to defend the Company or its creators. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. 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 $14.8 million and $19.2 million as of December 31, 2019 and 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 December 31, 2019 and 2018, respectively. 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 |
Redeemable Convertible Preferre
Redeemable Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants In connection with the First WTI Loan Facility and the Second WTI Loan Facility discussed in Note 10, the Company issued warrants to WTI to purchase shares of its Series G redeemable convertible preferred stock. The Series G 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 $9.6 million and $2.2 million during the years ended December 31, 2018 and 2017, respectively. There was no activity during the year ended December 31, 2019. Refer to Note 2 for discussion of the significant inputs used to determine the fair value of the redeemable convertible preferred stock warrant liability. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Redeemable Convertible Preferred Stock Immediately prior to the closing of the Company's IPO, 41,628,207 shares of outstanding redeemable convertible preferred stock converted into 42,188,624 shares of Class B common stock (including additional shares issuable upon conversion of the Company's Series G redeemable convertible preferred stock based on the IPO price of $23.00 per share). Further, outstanding warrants to purchase 933,269 shares of the Company's Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock based on the IPO price of $23.00 per share. 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 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 30,663,761 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. The Company initially reserved 7,672,600 shares of Class A common stock for the issuance of awards under the 2018 Plan and 5,956,644 shares of Class A common stock were reserved as of December 31, 2019. 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 options, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, dividend equivalent rights and cash-based awards. Every January 1, the number of shares of stock reserved and available for issuance under the 2018 Plan will cumulatively increase by five percent of the number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31, or a lesser number of shares as approved by the board of directors. As of December 31, 2019, there were 15,684,021 options issued and outstanding under the 2004 Plan, 2010 Plan and 2018 Plan (collectively, the Plans) and 11,196,350 shares available for issuance under the 2018 Plan. The Company no longer grants awards under the 2004 Plan or the 2010 Plan. Stock options granted typically vest over a four ten Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate Balance as of December 31, 2017 18,701,267 $ 5.73 7.3 $ 29,728 Granted 6,824,057 12.68 Exercised (1,727,899) 4.69 16,816 Cancelled (1,784,828) 7.19 Balance as of December 31, 2018 22,012,597 7.85 7.1 439,382 Granted 1,790,074 17.71 Exercised (6,465,360) 6.32 87,544 Cancelled (1,653,290) 10.88 Balance as of December 31, 2019 15,684,021 9.28 6.3 170,847 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 December 31, 2019 9,913,182 7.14 5.1 129,341 Vested and expected to vest as of December 31, 2019 15,197,994 9.16 6.3 167,439 2018 Employee Stock Purchase plan In August 2018, the board of directors adopted, and stockholders approved, the 2018 Employee Stock Purchase Plan (ESPP). A total of 1,534,500 shares of the Company’s Class A common stock were initially authorized for issuance under the 2018 ESPP. In March 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. Subject to any plan limitations, the 2018 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. Unless otherwise determined by the 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% of 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% of the fair market value of the Company’s Class A common stock on the last trading day of the offering period. A total of 271,294 shares were purchased under the ESPP during the year ended December 31, 2019, and as of that date, 2,046,789 shares of Class A common stock were available for future issuance under the ESPP. No shares of Class A common stock were purchased under the ESPP during the year ended December 31, 2018. The Company recorded $1.2 million and $0.4 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2019 and 2018, respectively. Common Stock Subject to Repurchase The 2010 Plan 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 December 31, 2019 and December 31, 2018, outstanding common stock included 18,665 and 55,537 shares, respectively, subject to repurchase related to stock options early exercised and unvested. The Company had a liability of $0.2 million and $0.4 million as of December 31, 2019 and 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: Year Ended December 31, 2019 2018 2017 Expected dividend yield — — — Expected volatility 48.8 - 49.7% 43.5 - 48.2% 40.7 - 57.1% Risk-free interest rate 1.32 - 2.58% 2.96 - 3.09% 1.92 - 2.1% Expected term (years) 5.04 - 6.08 5.28 - 6.08 5.02 - 6.08 The weighted-average fair value of stock options granted was $8.57, $8.16 and $3.25 for the year ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019 and 2018, the total unrecognized stock-based compensation related to unvested options outstanding was $38.2 million and $51.3 million, respectively, to be recognized over a weighted-average period of 2.39 years and 2.73 years, respectively. The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period: Year Ended December 31, 2019 Expected dividend yield — Expected volatility 43.26 - 58.89% Risk-free interest rate 1.62 - 2.31% Expected term (years) 0.5 Restricted Stock Units Restricted stock activity for the year ended December 31, 2019 is presented as follows: Outstanding Weighted-average grant date fair value per share Weighted- Aggregate Balance at December 31, 2017 802,900 $ 8.65 Awarded 686,072 16.09 Released (809,567) Cancelled (8,799) 31.79 Balance at December 31, 2018 670,606 24.71 Awarded 4,055,344 20.38 Released (437,844) 21.16 Cancelled (490,587) 25.21 Balance at December 31, 2019 3,797,519 20.44 1.8 $ 76,596 Vested and expected to vest as of December 31, 2019 3,126,182 20.46 1.6 63,055 Vested and expected to vest as of December 31, 2018 532,623 24.80 1.7 14,812 The Company recognized $14.2 million of stock-based compensation expense related to RSUs during the year ended December 31, 2019, and, as of that date, the total unrecognized stock-based compensation related to RSUs outstanding was $57.3 million, which will be recognized over a weighted-average period of 3.41 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 year ended December 31, 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 year ended December 31, 2018, the Company recorded the excess of the purchase price above fair value of $2.2 million as compensation expense. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share The Company calculates basic and diluted net loss per share in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible preferred stock to have been participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses. Under the two-class method, 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 common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options to purchase common stock, early exercised stock options, restricted stock units and warrants to purchase redeemable convertible preferred stock are considered common shares equivalents, but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive. The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2019 2018 2017 Net loss $ (68,760) $ (64,078) $ (38,547) Weighted-average shares used in computing net loss per share, basic and diluted 81,979 37,540 19,500 Net loss per share, basic and diluted $ (0.84) $ (1.71) $ (1.98) 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): December 31, 2019 2018 2017 Redeemable convertible preferred stock — — 41,628 Stock-options to purchase common stock 15,684 22,013 18,701 Redeemable convertible preferred stock warrants — — 618 Restricted stock and restricted stock units 4,347 686 803 Early exercised options 19 56 115 Total shares of potentially dilutive securities 20,050 22,755 61,865 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before the provision for (benefit from) income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (60,807) $ (50,133) $ (31,681) International (8,145) (12,795) (6,879) Total $ (68,952) $ (62,928) $ (38,560) The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Current tax expense (benefit) Federal $ (17) $ 234 $ — State 93 (10) 109 Foreign 112 823 278 Total current tax expense (benefit) 188 1,047 387 Deferred tax expense (benefit) Federal 315 317 99 State 171 153 55 Foreign (866) (367) (554) Total deferred tax expense (benefit) (380) 103 (400) Total income tax provision (benefit) $ (192) $ 1,150 $ (13) The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Federal tax benefit at statutory rate $ (14,480) $ (13,298) $ (13,147) State tax 93 (10) 2,009 Foreign rate differential 136 1,315 2,513 Non-deductible permanent items (468) 4,129 1,142 Stock-based compensation (9,850) (1,178) 1,950 Tax credits (1,403) (922) (1,702) Change in valuation allowance 25,780 11,114 (14,653) Tax Act-revaluation of deferred taxes — — 21,875 Total $ (192) $ 1,150 $ (13) The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Net operating losses $ 78,001 $ 50,154 Accruals and reserves 3,514 7,725 Tax credit carryforward 11,013 8,503 Stock-based compensation 8,280 5,944 Depreciation and amortization 4,381 4,735 Total deferred tax assets 105,189 77,061 Valuation allowance (104,298) (75,436) Net deferred tax assets 891 1,625 Deferred tax liabilities: Depreciation and amortization (2,550) (3,665) Net deferred taxes $ (1,659) $ (2,040) The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not that the majority of its federal, state, and certain foreign deferred tax assets will not be realizable as of December 31, 2019 and 2018. The total valuation allowance recorded as of December 31, 2019 and 2018 was $104.3 million and $75.4 million respectively. The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands): Balance, Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance, end of Period Year ended December 31, 2019 Deferred tax asset valuation allowance $ 75,436 29,576 (714) — $ 104,298 Year ended December 31, 2018 Deferred tax asset valuation allowance $ 58,748 13,243 3,445 — $ 75,436 Year ended December 31, 2017 Deferred tax asset valuation allowance $ 59,806 — — (1,058) $ 58,748 As of December 31, 2019 and 2018, the Company has net operating loss carryforwards for federal income tax purposes of $251.0 million and $152.1 million, respectively, available to reduce future taxable income. The federal net operating loss carryforwards will begin to expire, if not utilized, in 2025. In addition, the Company has $70.3 million and $49.6 million of net operating loss carryforwards available to reduce future taxable income for California state income tax purposes for the years ended December 31, 2019 and 2018, respectively. The state net operating loss carryforwards will begin to expire, if not utilized, in 2023. The federal and state net operating loss carryforwards are subject to various annual limitations under Section 382 of the Internal Revenue Code and similar state provisions. As of December 31, 2019 and 2018, the Company had foreign net operating loss carryforwards of $13.5 million and $12.2 million, respectively, which, if not utilized, will expire at various dates beginning in 2020. As of December 31, 2019, the Company had Federal and California Research and Development Credits of $10.6 million and $9.0 million, respectively. The Federal Research and Development Credits will begin to expire, if not utilized, in 2031. The California Research and Development Credits do not expire since these attributes have an indefinite life. As of December 31, 2019 and 2018, the Company had California EZ Hiring Tax Credits of $2.2 million. The California Hiring Tax Credits will begin to expire, if not utilized, in 2020. As of December 31, 2019 and 2018, the Company had foreign tax credits of $0.2 million and $0.1 million, respectively. The foreign tax credits will begin to expire, if not utilized, in 2028. As of December 31, 2019 and 2018, the Company had unrecognized tax benefits of $9.8 million and $7.2 million, respectively, which would not impact the effective tax rate because of the Company's valuation allowance position. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Balance as of December 31, 2016 $ — Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,526 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 3,970 Balance as of December 31, 2017 5,496 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,744 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year — Balance as of December 31, 2018 7,240 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,584 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year — Balance as of December 31, 2019 $ 9,824 The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year or otherwise directly related to an existing deferred tax asset, in which case the uncertain tax position is recorded net of the asset on the consolidated balance sheet. As of December 31, 2019, $9.8 million of the Company’s gross unrecognized tax benefits were recorded as a reduction of the related deferred tax assets. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of its provision for income taxes. The amount of interest and penalties accrued as of December 31, 2018 and 2019 was zero. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and certain foreign jurisdictions. Material jurisdictions where the Company is subject to potential examination include the United States, United Kingdom and Netherlands. The Company is subject to examination in these jurisdictions for all years since 2006. Fiscal years outside the normal statute of limitation remain open to audit due to tax attributes generated in the early years which have been carried forward and may be audited in subsequent years when utilized. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 236,845 $ 211,705 $ 141,118 International 89,956 79,906 60,479 Total net revenue $ 326,801 $ 291,611 $ 201,597 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. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. |
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. |
Use of Estimates | In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its 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, determining the fair value of the Company's common stock and redeemable convertible preferred stock warrant liability prior to the IPO, fair value of the term loan derivative liability, 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 those 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 consolidated statements of comprehensive loss have been omitted from the consolidated financial statements. |
Segment Information | The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reporting unit |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | 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 had no material impact on the Company's 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 606), which supersedes revenue recognition guidance under ASC Topic 605. ASC 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 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC 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 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 consolidated balance sheet. The Company recognized this $0.6 million during the year ended December 31, 2019 and has a contract liability of $0.8 million recorded as of December 31, 2019. ▪ The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019. ▪ The accounting treatment of incremental costs of obtaining contracts under ASC 606 had no material impact to the Company's consolidated financial statements. ▪ The adoption of ASC 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 consolidated statement of cash flows for the year ended December 31, 2019. ▪ The adoption of ASC 606 had no income tax impact. As a result of the cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019, the Company's opening deferred income tax asset balance was increased with a corresponding increase to the valuation allowance. Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC 606. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASC 842), which supersedes the previous accounting guidance for leases included within ASC 840, Leases (ASC 840). The new guidance generally requires an entity to recognize on its balance sheet operating and finance lease liabilities and corresponding right-of-use assets, as well as to recognize the associated operating lease expenses on its statements of operations. The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach. The Company elected not to adjust comparative periods and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840. The Company elected the package of practical expedients, which allows the Company to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases and treatment of initial direct costs for any existing leases. Additionally, the Company elected to combine lease and non-lease components and to exclude leases with a term of 12 months or less on its consolidated balance sheets. The most significant impact of adopting ASC 842 was the derecognition of the Company's build-to-suit asset and improvements, including lessor-owned improvements, with a carrying amount of $26.7 million, and the related lease financing obligation of $28.9 million, related to the Company's San Francisco office lease. As of January 1, 2019, the Company ceased to allocate its lease payments to interest expense and the build-to-suit liability. Under ASC 842, the Company classified this lease as an operating lease and will recognize lease expense in the consolidated statement of operations and lease payments will be recorded as a reduction of the operating lease liability, similar to all of the Company's other real estate leases. The Company recorded additional lease operating expense of $3.7 million, decreased deprecation expense of $0.5 million and decreased interest expense of $3.3 million during the year ended December 31, 2019 compared to the year ended December 31, 2018 related to its San Francisco office lease as a result of adopting ASC 842. The adoption of ASC 842 resulted in the recognition of $25.7 million of operating lease right-of-use assets and operating lease liabilities of $29.7 million on the consolidated balance sheet as of January 1, 2019. The Company reclassified $1.7 million of previously recognized deferred rent obligations and lease incentives to operating lease right-of-use assets upon adoption of ASC 842. The Company also recorded finance lease right-of-use assets of $0.4 million and total finance lease liabilities of $0.5 million as of January 1, 2019. The adoption of ASC Topic 842 had no income tax impact to the financial statements. The Company wrote-off its deferred tax asset related to its built-to-suit lease and grossed up its deferred taxes consistent with the new ASC 842 classifications: right-of-use asset and lease liability, recording as a $2.5 million deferred tax liability related to the recognition of right-of-use assets and a $3.0 million deferred tax asset related to the recognition of lease liability upon adoption. The deferred taxes recognized upon the adoption of ASC 842 were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. Furthermore, in conjunction with the adoption entry, the Company adjusted its deferred rent deferred tax asset, fixed asset deferred tax liability and prepaid expenses deferred tax liability through retained earnings, which was offset by a valuation allowance. For further information, see Note 7. In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income . This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act) and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The Company adopted this guidance in the first quarter of fiscal year 2019 and there was no tax impact upon adoption. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. The Company plans to adopt this new standard in the first quarter of 2020 and is evaluating the accounting, transition and disclosure requirements of this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes . This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is in the process of evaluating the impact, if any, of this new guidance on its consolidated financial statements. 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 annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company will adopt this standard effective January 1, 2020 and while this standard will apply to the Company's reporting requirements in performing goodwill impairment testing, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. |
Revenue Recognition and Cost of Net Revenue | 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 the 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 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 in the consolidated statements of operations. |
Cash, Cash Equivalents and Restricted Cash | Cash and cash equivalents includes bank deposits and money market funds held with 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 $257.3 million and $217.4 million as of December 31, 2019 and 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 consolidated balance sheets. The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents.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 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. |
Accounts Receivable, Net | Accounts receivable, net is comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. |
Property, Plant and Equipment, Net | Property, plant and equipment, including assets acquired through finance leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. |
Fair Value Measurements | 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 money market funds, 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 were no other Level 1 or Level 2 assets or liabilities recorded at December 31, 2019, 2018 and 2017. The Company measured the redeemable convertible preferred stock warrant liability (as discussed in Note 12) 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 (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. 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 discounted cash flows. 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. |
Internal-Use Software Development Costs | The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. |
Business Combinations | The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. |
Acquired Intangible Assets, Net | Acquired Intangible Assets, Net Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, determined to be straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheet. |
Creator Signing Fees, Net and Deferred Offering Costs | Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized and offset against proceeds upon the consummation of the offerings within stockholders’ equity. |
Creator Advances, Net | Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. 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 until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the rate and timing of recovery for outstanding advances, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. |
Impairment | The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, creator signing fees, creator advances and acquisition-related intangible assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. |
Accounts Payable, Creators | Accounts payable, creators consists of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five |
Advertising | Advertising costs are charged to expense as incurred. The costs of developing advertising creative and trade show expenses are initially deferred and charged to expense in the period in which the advertising is displayed or the period the trade show occurs. |
Stock-Based Compensation Expense | Stock-based compensation expense is 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 award recipient 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. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. |
Income Taxes | The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements. |
Foreign Currency Remeasurement | The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are remeasured at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. |
Concentrations of Risk | Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash, funds receivable, accounts receivable, payments to creators and creator advance payouts. The Company holds its cash with high-credit-quality financial institutions; however, the Company maintains balances in excess of the FDIC insurance limits. The Company does not require its customers to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection. |
Redeemable Convertible Preferred Stock Warrants | The Company had issued freestanding warrants to purchase shares of redeemable convertible preferred stock. These warrants were recorded at fair value upon issuance and remeasured to fair value at each reporting period through the consolidated statements of operations up until completion of the Company's IPO in September 2018. All of the Company's outstanding warrants were automatically exercised into shares of the Company’s Class B common stock. |
Net Loss Per Share | The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 420,712 $ 437,892 $ 188,986 Restricted cash 2,228 1,508 3,235 Total cash, cash equivalents and restricted cash $ 422,940 $ 439,400 $ 192,221 |
Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2019 2018 2017 Cash and cash equivalents $ 420,712 $ 437,892 $ 188,986 Restricted cash 2,228 1,508 3,235 Total cash, cash equivalents and restricted cash $ 422,940 $ 439,400 $ 192,221 |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property, plant and equipment are as follows: Estimated Useful Life Building and improvements 30 years Furniture and fixtures 3-5 years Computers and computer equipment 1-2 years Computer software 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2019 2018 Building and improvements $ — $ 33,277 Capitalized internal-use software development costs 44,194 35,201 Furniture and fixtures 3,861 3,557 Computers and computer equipment 14,836 11,676 Leasehold improvements 8,393 5,084 Finance lease right-of-use assets 1,005 — 72,289 88,795 Less: Accumulated depreciation and amortization (52,554) (44,576) Property, plant and equipment, net $ 19,735 $ 44,219 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2019 2018 Accounts receivable, customers $ 4,979 $ 5,651 Allowance for doubtful accounts (2,047) (1,582) Accounts receivable, net $ 2,932 $ 4,069 December 31, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 36,081 21,466 Creator advances recouped (30,396) (16,158) Write-offs and other adjustments (5,623) (2,774) Balance, end of period $ 23,204 $ 23,142 Creator advances, net $ 22,282 $ 21,255 Creator advances, noncurrent 922 1,887 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of the Activity in Creator Signing Fees | The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2019 2018 Balance, beginning of period $ 17,005 $ 10,421 Creator signing fees paid 21,216 15,973 Amortization of creator signing fees (10,858) (7,086) Write-offs and other adjustments (1,056) (2,303) Balance, end of period $ 26,307 $ 17,005 Creator signing fees, net $ 9,597 $ 7,324 Creator signing fees, noncurrent 16,710 9,681 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Receivables [Abstract] | |
Summary of Activity in Creator Advances | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2019 2018 Accounts receivable, customers $ 4,979 $ 5,651 Allowance for doubtful accounts (2,047) (1,582) Accounts receivable, net $ 2,932 $ 4,069 December 31, 2019 2018 Balance, beginning of period $ 23,142 $ 20,076 Acquired with Ticketea transaction — 532 Creator advances paid 36,081 21,466 Creator advances recouped (30,396) (16,158) Write-offs and other adjustments (5,623) (2,774) Balance, end of period $ 23,204 $ 23,142 Creator advances, net $ 22,282 $ 21,255 Creator advances, noncurrent 922 1,887 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment, Net | The estimated useful lives of the Company’s property, plant and equipment are as follows: Estimated Useful Life Building and improvements 30 years Furniture and fixtures 3-5 years Computers and computer equipment 1-2 years Computer software 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2019 2018 Building and improvements $ — $ 33,277 Capitalized internal-use software development costs 44,194 35,201 Furniture and fixtures 3,861 3,557 Computers and computer equipment 14,836 11,676 Leasehold improvements 8,393 5,084 Finance lease right-of-use assets 1,005 — 72,289 88,795 Less: Accumulated depreciation and amortization (52,554) (44,576) Property, plant and equipment, net $ 19,735 $ 44,219 |
Capitalized Internal-Use Software Development Costs | The Company recorded the following amounts related to depreciation of fixed assets and capitalized internal-use software development costs during the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Depreciation expense $ 5,950 $ 5,201 $ 4,073 Capitalized internal-use software development costs 8,993 7,809 6,725 Amortization of capitalized internal-use software development costs 7,562 6,240 5,102 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Leases [Abstract] | |
Adoption Effect of the Derecognition of Build-to-Suit Lease Assets and Recognition of Operating Lease Right-of-Use Assets and Operating Lease Liabilities | The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands): Balance Sheet Location December 31, 2019 January 1, 2019 December 31, 2018 Property, plant and equipment, net $ 814 $ (26,676) $ 28,101 Other accrued liabilities — (552) 552 Build-to-suit lease financing obligation — (28,510) 28,510 Operating lease right-of-use assets 5,953 10,130 — Operating lease liabilities 5,580 5,167 — Operating lease liabilities, noncurrent 1,446 7,026 — Accumulated deficit 135 135 — |
Components of Operating Lease Cost | The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands): Operating lease costs $ 8,246 Sublease income (3,933) Total operating lease costs, net $ 4,313 |
Maturities of Operating Lease Liabilities | As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands): 2020 $ 9,766 2021 4,967 2022 3,352 2023 3,081 2024 2,035 Thereafter 4,161 Total operating lease payments 27,362 Less: Imputed interest (2,085) Total operating lease liabilities $ 25,277 |
Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases | As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands): 2019 $ 4,115 2020 4,129 2021 2,645 2022 1,678 2023 1,483 Thereafter 3,770 Total minimum payments 17,820 Less: Amount representing interest and taxes (7,564) Total $ 10,256 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of the Estimated Fair Values of 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 $ 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 summarizes the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands): Ticketfly ticketscript Total Cash and restricted cash $ 23,339 $ 3,492 $ 26,831 Funds and accounts receivable 4,263 4,208 8,471 Creator advances 8,567 — 8,567 Prepaid expenses and other current assets 1,213 242 1,455 Property and equipment 2,619 425 3,044 Other noncurrent assets 15 238 253 Accounts payable, creators (29,909) (7,950) (37,859) Other current liabilities (2,138) (836) (2,974) Accrued taxes (6,179) (1,799) (7,978) Deferred tax liabilities — (2,401) (2,401) Intangible assets 76,300 11,800 88,100 Goodwill 123,011 26,030 149,041 Total purchase price $ 201,101 $ 33,449 $ 234,550 |
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 (in years) as of the date of acquisition: 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 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): Ticketfly Estimated ticketscript Estimated Customer relationships $ 60,500 8.0 $ 10,600 5.0 Developed technology 14,500 1.3 1,100 1.0 Trademark 1,300 1.3 100 1.0 Total acquired intangible assets $ 76,300 $ 11,800 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amounts of Goodwill | The changes in the carrying amounts of goodwill was as follows (in thousands): At January 1, 2017 $ 9,725 Additions from acquisitions 149,041 At December 31, 2017 158,766 Additions from acquisitions 11,023 Measurement period and other adjustments 771 At December 31, 2018 $ 170,560 |
Acquired Intangible Assets | Acquired intangible assets consisted of the following as of the dates indicated (in thousands): 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 December 31, 2019 Cost Accumulated Net Book Weighted- Developed technology $ 19,096 $ 19,062 $ 34 0.2 Customer relationships 74,484 25,360 49,124 5.2 Tradenames 1,600 1,600 — Acquired intangible assets, net $ 95,180 $ 46,022 $ 49,158 |
Amortization Expense Related to Acquired Intangible Assets | The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of net revenue $ 434 $ 11,834 $ 5,083 Sales, marketing and support 10,381 10,236 4,570 General and administrative — 1,098 590 Total amortization of acquired intangible assets $ 10,815 $ 23,168 $ 10,243 |
Total Expected Future Amortization Expense for Acquired Intangible Assets | As of December 31, 2019, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2020 $ 10,443 2021 10,197 2022 8,202 2023 7,709 Thereafter 12,607 Total expected future amortization expense $ 49,158 |
Term Loans and Debt (Tables)
Term Loans and Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Key Terms and Details of Term Loan Borrowings and Composition of Term Loans | The key terms and details of the Company's term loan borrowings under the WTI Loan Facilities were 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): 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) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 December 31, 2019 (in thousands): Creator Advances Creator Total 2020 $ 17,229 $ 5,911 $ 23,140 2021 11,220 1,535 12,755 2022 4,108 273 4,381 2023 2,700 230 2,930 Thereafter — — — Total $ 35,257 $ 7,949 $ 43,206 |
Long-term Purchase Commitment | The following table presents, by year, the future contractual purchase commitments as of December 31, 2019 (in thousands): Total 2020 $ 4,000 Thereafter — Total $ 4,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stock Option Activity | Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate Balance as of December 31, 2017 18,701,267 $ 5.73 7.3 $ 29,728 Granted 6,824,057 12.68 Exercised (1,727,899) 4.69 16,816 Cancelled (1,784,828) 7.19 Balance as of December 31, 2018 22,012,597 7.85 7.1 439,382 Granted 1,790,074 17.71 Exercised (6,465,360) 6.32 87,544 Cancelled (1,653,290) 10.88 Balance as of December 31, 2019 15,684,021 9.28 6.3 170,847 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 December 31, 2019 9,913,182 7.14 5.1 129,341 Vested and expected to vest as of December 31, 2019 15,197,994 9.16 6.3 167,439 |
Assumptions Used to Estimate the Fair Value of Stock Options | The following range of assumptions were used to estimate the fair value of stock options granted to employees: Year Ended December 31, 2019 2018 2017 Expected dividend yield — — — Expected volatility 48.8 - 49.7% 43.5 - 48.2% 40.7 - 57.1% Risk-free interest rate 1.32 - 2.58% 2.96 - 3.09% 1.92 - 2.1% Expected term (years) 5.04 - 6.08 5.28 - 6.08 5.02 - 6.08 |
Assumptions Used to Estimate Purchase Rights under the ESPP | The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period: Year Ended December 31, 2019 Expected dividend yield — Expected volatility 43.26 - 58.89% Risk-free interest rate 1.62 - 2.31% Expected term (years) 0.5 |
Restricted Stock Unit Activity | Restricted stock activity for the year ended December 31, 2019 is presented as follows: Outstanding Weighted-average grant date fair value per share Weighted- Aggregate Balance at December 31, 2017 802,900 $ 8.65 Awarded 686,072 16.09 Released (809,567) Cancelled (8,799) 31.79 Balance at December 31, 2018 670,606 24.71 Awarded 4,055,344 20.38 Released (437,844) 21.16 Cancelled (490,587) 25.21 Balance at December 31, 2019 3,797,519 20.44 1.8 $ 76,596 Vested and expected to vest as of December 31, 2019 3,126,182 20.46 1.6 63,055 Vested and expected to vest as of December 31, 2018 532,623 24.80 1.7 14,812 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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): Year Ended December 31, 2019 2018 2017 Net loss $ (68,760) $ (64,078) $ (38,547) Weighted-average shares used in computing net loss per share, basic and diluted 81,979 37,540 19,500 Net loss per share, basic and diluted $ (0.84) $ (1.71) $ (1.98) |
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): December 31, 2019 2018 2017 Redeemable convertible preferred stock — — 41,628 Stock-options to purchase common stock 15,684 22,013 18,701 Redeemable convertible preferred stock warrants — — 618 Restricted stock and restricted stock units 4,347 686 803 Early exercised options 19 56 115 Total shares of potentially dilutive securities 20,050 22,755 61,865 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Loss Before the Provision For (Benefit From) Income Taxes | Loss before the provision for (benefit from) income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Domestic $ (60,807) $ (50,133) $ (31,681) International (8,145) (12,795) (6,879) Total $ (68,952) $ (62,928) $ (38,560) |
Components of Income Tax Provision (Benefit) | The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Current tax expense (benefit) Federal $ (17) $ 234 $ — State 93 (10) 109 Foreign 112 823 278 Total current tax expense (benefit) 188 1,047 387 Deferred tax expense (benefit) Federal 315 317 99 State 171 153 55 Foreign (866) (367) (554) Total deferred tax expense (benefit) (380) 103 (400) Total income tax provision (benefit) $ (192) $ 1,150 $ (13) |
Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision | The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands): Year Ended December 31, 2019 2018 2017 Federal tax benefit at statutory rate $ (14,480) $ (13,298) $ (13,147) State tax 93 (10) 2,009 Foreign rate differential 136 1,315 2,513 Non-deductible permanent items (468) 4,129 1,142 Stock-based compensation (9,850) (1,178) 1,950 Tax credits (1,403) (922) (1,702) Change in valuation allowance 25,780 11,114 (14,653) Tax Act-revaluation of deferred taxes — — 21,875 Total $ (192) $ 1,150 $ (13) |
Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2019 2018 Deferred tax assets: Net operating losses $ 78,001 $ 50,154 Accruals and reserves 3,514 7,725 Tax credit carryforward 11,013 8,503 Stock-based compensation 8,280 5,944 Depreciation and amortization 4,381 4,735 Total deferred tax assets 105,189 77,061 Valuation allowance (104,298) (75,436) Net deferred tax assets 891 1,625 Deferred tax liabilities: Depreciation and amortization (2,550) (3,665) Net deferred taxes $ (1,659) $ (2,040) |
Deferred Tax Asset Valuation Allowance | The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands): Balance, Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance, end of Period Year ended December 31, 2019 Deferred tax asset valuation allowance $ 75,436 29,576 (714) — $ 104,298 Year ended December 31, 2018 Deferred tax asset valuation allowance $ 58,748 13,243 3,445 — $ 75,436 Year ended December 31, 2017 Deferred tax asset valuation allowance $ 59,806 — — (1,058) $ 58,748 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands): Balance as of December 31, 2016 $ — Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,526 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 3,970 Balance as of December 31, 2017 5,496 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,744 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year — Balance as of December 31, 2018 7,240 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,584 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year — Balance as of December 31, 2019 $ 9,824 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 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 (in thousands): Year Ended December 31, 2019 2018 2017 United States $ 236,845 $ 211,705 $ 141,118 International 89,956 79,906 60,479 Total net revenue $ 326,801 $ 291,611 $ 201,597 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Sep. 30, 2018USD ($)$ / sharesshares | Dec. 31, 2019USD ($)segmentshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | ||
Class of Stock [Line Items] | |||||
Aggregate net proceeds | $ | $ 245,985 | ||||
Offering costs | $ | 5,450 | ||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 41,628,207 | ||||
Increase in marketing and support expense | $ | [1] | $ 102,874 | 83,428 | $ 59,740 | |
Decrease in general and administrative expense | $ | [1] | $ (100,541) | $ (80,134) | (62,989) | |
Number of reportable segments | segment | 1 | ||||
Number of operating segments | segment | 1 | ||||
Reclassification Adjustment | |||||
Class of Stock [Line Items] | |||||
Increase in marketing and support expense | $ | $ 13,600 | 4,600 | |||
Decrease in general and administrative expense | $ | $ 13,600 | $ 4,600 | |||
Series G Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 933,269 | ||||
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) | 41,628,207 | ||||
IPO | |||||
Class of Stock [Line Items] | |||||
Offering price (in dollars per share) | $ / shares | $ 23 | ||||
Aggregate net proceeds | $ | $ 246,000 | ||||
Offering costs | $ | $ 5,500 | ||||
Class A Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of convertible stock (in shares) | 43,255,565 | ||||
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) | $ / shares | $ 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 convertible stock (in shares) | (43,255,565) | 42,188,624 | |||
Class B Common Stock | Common Stock | Conversion of Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of convertible stock (in shares) | 42,188,624 | ||||
Class B Common Stock | Common Stock | Conversion of Warrants | |||||
Class of Stock [Line Items] | |||||
Conversion of convertible stock (in shares) | 997,193 | ||||
[1] | (1) Includes stock-based compensation as follows (in thousands): Year Ended December 31, 2019 2018 2017 Cost of net revenue $ 1,397 $ 429 $ 200 Product development 11,130 5,813 2,411 Sales, marketing and support 5,471 3,570 2,364 General and administrative 19,596 20,419 5,883 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | Sep. 30, 2018 | Dec. 31, 2016 | Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | |||||||
Contract liabilities | $ 800,000 | ||||||
Deferred tax assets | 105,189,000 | $ 77,061,000 | |||||
Deferred tax asset, valuation allowance | 104,298,000 | 75,436,000 | $ 58,748,000 | $ 59,806,000 | |||
Derecognition of build-to-suit asset and improvements | $ (22,300,000) | ||||||
Operating lease costs | 8,246,000 | ||||||
Depreciation expense | 5,950,000,000 | 5,201,000,000 | 4,073,000,000 | ||||
Interest expense | 2,986,000 | 11,295,000 | 6,462,000 | ||||
Operating lease right-of-use assets | 22,160,000 | ||||||
Operating lease liabilities | 25,277,000 | ||||||
Deferred rent obligations and lease incentives | 1,700,000 | ||||||
Finance lease right-of-use assets | 400,000 | ||||||
Finance lease liabilities | 700,000 | ||||||
Cash and cash equivalents | 420,712,000 | 437,892,000 | 188,986,000 | ||||
Funds receivable | 54,896,000 | 58,697,000 | |||||
Goodwill impairment charges | $ 0 | 0 | |||||
Accounts payable, unremitted ticket sale proceeds, net of fees and taxes | 5 days | ||||||
Advertising expense | $ 4,600,000 | 1,600,000 | 1,900,000 | ||||
Deferred offering costs | $ 5,500,000 | ||||||
Foreign currency remeasurement gain (loss) | 1,100,000 | (7,400,000) | $ 3,100,000 | ||||
San Francisco Office Lease | |||||||
Significant Accounting Policies [Line Items] | |||||||
Operating lease right-of-use assets | 5,953,000 | ||||||
Tickets Sold on Behalf of Creators | |||||||
Significant Accounting Policies [Line Items] | |||||||
Funds receivable | 51,100,000 | 54,800,000 | |||||
Creator Cash | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | 257,300,000 | $ 217,400,000 | |||||
ASU 2014-09 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cumulative-effect adjustment to opening accumulated deficit | $ (600,000) | ||||||
ASU 2014-09 | Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cumulative-effect adjustment to opening accumulated deficit | (600,000) | ||||||
ASU 2016-02 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cumulative-effect adjustment to opening accumulated deficit | (771,000) | ||||||
Derecognition of build-to-suit asset and improvements | 26,700,000 | ||||||
Derecognition of lease financing obligation | 28,900,000 | ||||||
Operating lease right-of-use assets | 25,700,000 | ||||||
Operating lease liabilities | 29,700,000 | ||||||
Finance lease right-of-use assets | 400,000 | ||||||
Finance lease liabilities | 500,000 | ||||||
Deferred tax liability related to right-of-use asset | 2,500,000 | ||||||
Deferred tax liability related to lease asset | 3,000,000 | ||||||
ASU 2016-02 | San Francisco Office Lease | |||||||
Significant Accounting Policies [Line Items] | |||||||
Operating lease costs | 3,700,000 | ||||||
Depreciation expense | (500,000) | ||||||
Interest expense | $ (3,300,000) | ||||||
Operating lease right-of-use assets | 10,130,000 | ||||||
ASU 2016-02 | Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cumulative-effect adjustment to opening accumulated deficit | $ (771,000) |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 420,712 | $ 437,892 | $ 188,986 | |
Restricted cash | 2,228 | 1,508 | 3,235 | |
Total cash, cash equivalents and restricted cash | $ 422,940 | $ 439,400 | $ 192,221 | $ 143,538 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Building and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computers and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 1 year |
Computers and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Receivables [Abstract] | ||
Accounts receivable, customers | $ 4,979 | $ 5,651 |
Allowance for doubtful accounts | (2,047) | (1,582) |
Accounts receivable, net | $ 2,932 | $ 4,069 |
Creator Signing Fees, Net (Deta
Creator Signing Fees, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue from Contract with Customer [Abstract] | |||
Creator signing fees, amortization period | 3 years 6 months | ||
Amortization of creator signing fees | $ 10,858 | $ 7,086 | $ 4,314 |
Activity in creator signing fees: | |||
Balance, beginning of period | 17,005 | 10,421 | |
Creator signing fees paid | 21,216 | 15,973 | |
Amortization of creator signing fees | (10,858) | (7,086) | (4,314) |
Write-offs and other adjustments | (1,056) | (2,303) | |
Balance, end of period | 26,307 | 17,005 | $ 10,421 |
Creator signing fees, net | 9,597 | 7,324 | |
Creator signing fees, noncurrent | $ 16,710 | $ 9,681 |
Creator Advances, Net (Details)
Creator Advances, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 23,142 | $ 20,076 |
Creator advances paid | 36,081 | 21,466 |
Creator advances recouped | (30,396) | (16,158) |
Write-offs and other adjustments | (5,623) | (2,774) |
Balance, end of period | 23,204 | 23,142 |
Creator advances, net | 22,282 | 21,255 |
Creator advances, noncurrent | $ 922 | 1,887 |
Ticketea | ||
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Acquired with transaction | $ 532 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 88,795 | |
Finance lease right-of-use assets | $ 1,005 | |
Property, plant and equipment, gross | 72,289 | |
Less: Accumulated depreciation and amortization | (44,576) | |
Less: Accumulated depreciation and amortization | (52,554) | |
Property, plant and equipment, net | 44,219 | |
Property, plant and equipment, net | 19,735 | |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 0 | 33,277 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 44,194 | 35,201 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,861 | 3,557 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,836 | 11,676 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 8,393 | $ 5,084 |
Property, Plant and Equipment_4
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2019 | |
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 88,795 | |||
Finance lease right-of-use assets | $ 400 | |||
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized | 1,300 | 600 | $ 600 | |
ASU 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Finance lease right-of-use assets | $ 400 | |||
Building and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 0 | 33,277 | ||
Building and improvements | ASU 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ (33,300) | |||
Leasehold improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | 8,393 | $ 5,084 | ||
Leasehold improvements | ASU 2016-02 | ||||
Property, Plant and Equipment [Line Items] | ||||
Property, plant and equipment, gross | $ 1,400 |
Property, Plant and Equipment_5
Property, Plant and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 5,950,000 | $ 5,201,000 | $ 4,073,000 |
Capitalized internal-use software development costs | 8,993 | 7,809 | 6,725 |
Amortization of capitalized internal-use software development costs | $ 7,562 | $ 6,240 | $ 5,102 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2013USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
Lessee, Lease, Description [Line Items] | ||||
Area of office space (in square feet) | ft² | 97,624 | |||
Initial built-to-suit lease term | 7 years | |||
Renewal term | 3 years | |||
Tenant improvement reimbursement allowance | $ 6,400 | |||
Capital lease asset | $ 22,300 | |||
Land lease expense | $ 900 | $ 900 | ||
Interest expense related to build-to-suit lease | 3,400 | 3,500 | ||
Operating lease right-of-use assets | $ 22,160 | |||
Operating lease liabilities | 25,277 | |||
Operating lease liabilities | 9,115 | |||
Operating lease liabilities, noncurrent | 16,162 | |||
Finance lease right-of-use assets | 400 | |||
Finance lease liabilities | 700 | |||
Cash payments for operating lease liabilities | $ 9,100 | |||
Weighted-average remaining operating lease term | 4 years 6 months | |||
Weighted-average discount rate on operating leases | 370.00% | |||
Rent expense from operating leases | 3,000 | 2,100 | ||
Sublease income | $ 3,600 | $ 3,100 | ||
Finance lease liabilities, current | $ 400 | |||
Finance lease liabilities, noncurrent | 300 | |||
Cash payments for finance lease liabilities | $ 290 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 1 year | |||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease terms | 10 years | |||
Building | ||||
Lessee, Lease, Description [Line Items] | ||||
Estimated useful life | 30 years |
Leases - Adoption Effect of the
Leases - Adoption Effect of the Derecognition of Build-to-Suit Lease Assets and Recognition of Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, net | $ 19,735 | ||
Property, plant and equipment, net | $ 44,219 | ||
Other accrued liabilities | 19,196 | 15,726 | |
Build-to-suit lease financing obligation | 28,510 | ||
Operating lease right-of-use assets | 22,160 | ||
Operating lease liabilities | 9,115 | ||
Operating lease liabilities, noncurrent | 16,162 | ||
Accumulated deficit | (372,826) | (302,695) | |
San Francisco Office Lease | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, net | 814 | ||
Property, plant and equipment, net | 28,101 | ||
Other accrued liabilities | 0 | 552 | |
Build-to-suit lease financing obligation | 28,510 | ||
Operating lease right-of-use assets | 5,953 | ||
Operating lease liabilities | 5,580 | ||
Operating lease liabilities, noncurrent | 1,446 | ||
Accumulated deficit | $ 135 | $ 0 | |
ASU 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use assets | $ 25,700 | ||
ASU 2016-02 | San Francisco Office Lease | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Property, plant and equipment, net | (26,676) | ||
Other accrued liabilities | (552) | ||
Build-to-suit lease financing obligation | (28,510) | ||
Operating lease right-of-use assets | 10,130 | ||
Operating lease liabilities | 5,167 | ||
Operating lease liabilities, noncurrent | 7,026 | ||
Accumulated deficit | $ 135 |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 8,246 |
Sublease income | (3,933) |
Total operating lease costs, net | $ 4,313 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Leases [Abstract] | |
2020 | $ 9,766 |
2021 | 4,967 |
2022 | 3,352 |
2023 | 3,081 |
2024 | 2,035 |
Thereafter | 4,161 |
Total operating lease payments | 27,362 |
Less: Imputed interest | 2,085 |
Total operating lease liabilities | $ 25,277 |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 4,115 |
2020 | 4,129 |
2021 | 2,645 |
2022 | 1,678 |
2023 | 1,483 |
Thereafter | 3,770 |
Total minimum payments | 17,820 |
Less: Amount representing interest and taxes | (7,564) |
Total | $ 10,256 |
Acquisitions - 2018 Acquisition
Acquisitions - 2018 Acquisitions, Narrative (Details) - USD ($) shares in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | |||
Consideration transferred | $ 11.4 | ||
Picatic | |||
Business Acquisition [Line Items] | |||
Consideration transferred | $ 2.9 | ||
Payments to acquire businesses | $ 1.3 | ||
Shares issued as consideration (in shares) | 81 | ||
Acquisition costs | $ 0.3 | ||
Ticketea | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 3.6 | ||
Shares issued as consideration (in shares) | 700 | ||
Acquisition costs | $ 0.5 | ||
Number of shares held in escrow (in shares) | 100 |
Acquisitions - 2018 Acquisiti_2
Acquisitions - 2018 Acquisitions Asset Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||||||
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 | $ 170,560 | $ 170,560 | 11,156 | $ 158,766 | $ 9,725 | |
Total purchase price | 14,299 | |||||
Picatic | ||||||
Business Acquisition [Line Items] | ||||||
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 | $ 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 |
Acquisitions - 2018 Acquired In
Acquisitions - 2018 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 | |
Ticketea | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 3,094 | |
Customer relationships | Picatic | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 507 | |
Weighted-average remaining useful life | 2 years 6 months | |
Customer relationships | Ticketea | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 2,475 | |
Weighted-average remaining useful life | 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 | 1 year |
Acquisitions - 2017 Acquisition
Acquisitions - 2017 Acquisitions, Narrative (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 12 Months Ended | |||||
Apr. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||||||
Consideration transferred | $ 11,400 | ||||||
Repayment of long-term debt | $ 73,594 | $ 111,071 | $ 7,788 | ||||
Loss on debt extinguishment | (1,742) | (178) | 0 | ||||
Net loss | $ 68,760 | $ 64,078 | 38,547 | ||||
Convertible Notes Payable | Promissory Note | |||||||
Business Acquisition [Line Items] | |||||||
Term of debt instrument | 5 years | ||||||
Annual interest rate | 6.50% | ||||||
Aggregate principal amount | $ 50,000 | ||||||
Repayment of long-term debt | 34,700 | ||||||
Repayments of principal | 33,000 | ||||||
Payments of interest | 1,700 | ||||||
Loss on debt extinguishment | $ 17,000 | ||||||
TSTM Group Limited | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of interests acquired | 100.00% | ||||||
Consideration transferred | $ 33,400 | ||||||
Payments to acquire businesses | 7,700 | ||||||
Consideration transferred liabilities incurred | $ 7,500 | ||||||
Shares issued as consideration (in shares) | 2.7 | ||||||
Number of options issued as consideration (in shares) | 0.3 | ||||||
Acquisition costs | $ 1,200 | ||||||
Ticketfly, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Percentage of interests acquired | 100.00% | ||||||
Consideration transferred | $ 201,100 | ||||||
Payments to acquire businesses | 151,100 | ||||||
Consideration transferred liabilities incurred | $ 50,000 | ||||||
Acquisition costs | $ 500 |
Acquisitions - 2017 Acquisiti_2
Acquisitions - 2017 Acquisition Asset Allocation (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jan. 31, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
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 | $ 170,560 | $ 170,560 | 11,156 | $ 158,766 | $ 9,725 | ||
Total purchase price | $ 14,299 | ||||||
Total | |||||||
Business Acquisition [Line Items] | |||||||
Cash and restricted cash | 26,831 | ||||||
Funds and accounts receivable | 8,471 | ||||||
Creator advances | 8,567 | ||||||
Prepaid expenses and other current assets | 1,455 | ||||||
Property and equipment | 3,044 | ||||||
Other noncurrent assets | 253 | ||||||
Accounts payable, creators | (37,859) | ||||||
Other current liabilities | (2,974) | ||||||
Accrued taxes | (7,978) | ||||||
Deferred tax liabilities | (2,401) | ||||||
Intangible assets | 88,100 | ||||||
Goodwill | 149,041 | ||||||
Total purchase price | $ 234,550 | ||||||
Ticketfly, LLC | |||||||
Business Acquisition [Line Items] | |||||||
Cash and restricted cash | $ 23,339 | ||||||
Funds and accounts receivable | 4,263 | ||||||
Creator advances | 8,567 | ||||||
Prepaid expenses and other current assets | 1,213 | ||||||
Property and equipment | 2,619 | ||||||
Other noncurrent assets | 15 | ||||||
Accounts payable, creators | (29,909) | ||||||
Other current liabilities | (2,138) | ||||||
Accrued taxes | (6,179) | ||||||
Deferred tax liabilities | 0 | ||||||
Intangible assets | 76,300 | ||||||
Goodwill | 123,011 | ||||||
Total purchase price | $ 201,101 | ||||||
TSTM Group Limited | |||||||
Business Acquisition [Line Items] | |||||||
Cash and restricted cash | $ 3,492 | ||||||
Funds and accounts receivable | 4,208 | ||||||
Creator advances | 0 | ||||||
Prepaid expenses and other current assets | 242 | ||||||
Property and equipment | 425 | ||||||
Other noncurrent assets | 238 | ||||||
Accounts payable, creators | (7,950) | ||||||
Other current liabilities | (836) | ||||||
Accrued taxes | (1,799) | ||||||
Deferred tax liabilities | (2,401) | ||||||
Intangible assets | 11,800 | ||||||
Goodwill | 26,030 | ||||||
Total purchase price | $ 33,449 |
Acquisitions - 2017 Acquired In
Acquisitions - 2017 Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 1 Months Ended | |
Sep. 30, 2017 | Jan. 31, 2017 | |
Ticketfly | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 76,300 | |
ticketscript | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 11,800 | |
Customer relationships | Ticketfly | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 60,500 | |
Weighted-average remaining useful life | 8 years | |
Customer relationships | ticketscript | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 10,600 | |
Weighted-average remaining useful life | 5 years | |
Developed technology | Ticketfly | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 14,500 | |
Weighted-average remaining useful life | 1 year 3 months 18 days | |
Developed technology | ticketscript | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 1,100 | |
Weighted-average remaining useful life | 1 year | |
Trademark | Ticketfly | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 1,300 | |
Weighted-average remaining useful life | 1 year 3 months 18 days | |
Trademark | ticketscript | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 100 | |
Weighted-average remaining useful life | 1 year |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Changes in the Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | |||
Balance | $ 170,560 | $ 158,766 | $ 9,725 |
Additions from acquisitions | 11,023 | 149,041 | |
Measurement period and other adjustments | 771 | ||
Balance | $ 170,560 | $ 170,560 | $ 158,766 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquired intangible assets, net: | ||
Cost | $ 95,180 | $ 95,180 |
Accumulated amortization | 46,022 | 35,207 |
Total expected future amortization expense | 49,158 | 59,973 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 19,096 | 19,096 |
Accumulated amortization | 19,062 | 18,628 |
Total expected future amortization expense | $ 34 | $ 468 |
Weighted- average remaining useful life | 2 months 12 days | 9 months 18 days |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | $ 74,484 | $ 74,484 |
Accumulated amortization | 25,360 | 14,979 |
Total expected future amortization expense | $ 49,124 | $ 59,505 |
Weighted- average remaining useful life | 5 years 2 months 12 days | 6 years 2 months 12 days |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | $ 1,600 | $ 1,600 |
Accumulated amortization | 1,600 | 1,600 |
Total expected future amortization expense | $ 0 | $ 0 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 10,815 | $ 23,168 | $ 10,243 |
Cost of net revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 434 | 11,834 | 5,083 |
Sales, marketing and support | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 10,381 | 10,236 | 4,570 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 0 | $ 1,098 | $ 590 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2020 | $ 10,443 | |
2021 | 10,197 | |
2022 | 8,202 | |
2023 | 7,709 | |
Thereafter | 12,607 | |
Total expected future amortization expense | $ 49,158 | $ 59,973 |
Term Loans and Debt - Narrative
Term Loans and Debt - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Sep. 30, 2019 | Sep. 30, 2018 | May 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2020 | Jun. 30, 2017 | |
Debt Instrument [Line Items] | ||||||||||
Gain on term loan embedded derivative | $ 2,100,000 | |||||||||
Loss on debt extinguishment | $ (1,742,000) | (178,000) | $ 0 | |||||||
Payment of debt arrangement fees | $ 1,100,000 | |||||||||
Payment of debt upfront fees | 300,000 | |||||||||
Long-term debt | $ 0 | |||||||||
Term Loan | Line of Credit | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt | 72,722,000 | |||||||||
Term Loan | Line of Credit | Western Technology Investments Loan Facilites | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Period for which monthly payments of interest due | 24 months | |||||||||
Period for which monthly payments of interest and principal due | 30 months | |||||||||
Loss on debt extinguishment | $ (17,200,000) | |||||||||
Term Loan | Line of Credit | First Western Technology Investments Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 60,000,000 | |||||||||
Term Loan | Line of Credit | Second Western Technology Investments Loan Facility | ||||||||||
Debt Instrument [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% | |||||||||
Term Loan | Line of Credit | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | 75,000,000 | |||||||||
Proceeds from issuance of debt | $ 73,600,000 | |||||||||
Loan amortization rate | 7.50% | 7.50% | ||||||||
Commitment fee rate | 0.40% | |||||||||
Term Loan | Line of Credit | Senior Secured Credit Facility | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loan amortization rate | 10.00% | 10.00% | 10.00% | |||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on debt extinguishment | $ (1,700,000) | |||||||||
Aggregate principal amount | $ 75,000,000 | |||||||||
Repayment of debt | $ 63,000,000 | |||||||||
Principal balance repaid | 62,200,000 | |||||||||
Accrued interest and fees repaid | $ 800,000 | |||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | LIBOR | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.25% | |||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | LIBOR | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 2.75% | |||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | Base Rate | Minimum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.25% | |||||||||
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | Base Rate | Maximum | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable rate | 1.75% |
Term Loans and Debt - Key Terms
Term Loans and Debt - Key Terms and Details of Term Loan Borrowings (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Debt Instrument [Line Items] | ||||||
Proceeds from term loans | $ 0 | $ 118,578 | $ 30,000 | |||
Term Loan | Line of Credit | First WTI Facility due February 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loans | $ 30,000 | |||||
Contractual interest rate | 11.50% | |||||
Effective interest rate | 15.90% | |||||
Term Loan | Line of Credit | First WTI Facility due September 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loans | $ 30,000 | |||||
Contractual interest rate | 11.80% | |||||
Effective interest rate | 14.80% | |||||
Term Loan | Line of Credit | Second WTI Facility due November 2022 | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from term loans | $ 15,000 | |||||
Contractual interest rate | 12.00% | |||||
Effective interest rate | 14.70% |
Term Loans and Debt - Summary o
Term Loans and Debt - Summary of Term Loans (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Total term loan, net | $ 0 | |
Line of Credit | Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 73,594,000 | |
Less: Unamortized discount and debt issuance costs | (872,000) | |
Total term loan, net | 72,722,000 | |
Current portion of term loans | 5,635,000 | |
Term loans | $ 67,087,000 |
Commitments and Contingencies -
Commitments and Contingencies - Future Creator Payments Committed to under Contract but Not Yet Paid (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Future creator payments | |
2020 | $ 23,140 |
2021 | 12,755 |
2022 | 4,381 |
2023 | 2,930 |
Thereafter | 0 |
Total | 43,206 |
Creator Advances | |
Future creator payments | |
2020 | 17,229 |
2021 | 11,220 |
2022 | 4,108 |
2023 | 2,700 |
Thereafter | 0 |
Total | 35,257 |
Creator Signing Fees | |
Future creator payments | |
2020 | 5,911 |
2021 | 1,535 |
2022 | 273 |
2023 | 230 |
Thereafter | 0 |
Total | $ 7,949 |
Commitments and Contingencies_2
Commitments and Contingencies - Purchase Commitments (Details) $ in Millions | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 | $ 4 |
Thereafter | 0 |
Total | $ 4 |
Commitments and Contingencies_3
Commitments and Contingencies - Litigation and Loss Contingencies (Details) - USD ($) $ in Millions | Jul. 16, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Commitments and Contingencies Disclosure [Abstract] | |||
Refunds issued to ticket buyers | $ 4 | ||
Loss contingency accrual | $ 14.8 | $ 19.2 | |
Estimate of possible loss attributable to potential interest and penalties | $ 1.4 | $ 1.2 |
Redeemable Convertible Prefer_2
Redeemable Convertible Preferred Stock Warrants (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
May 31, 2018 | Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | |
Class of Warrant or Right [Line Items] | |||||||
Proceeds from term loans | $ 0 | $ 118,578,000 | $ 30,000,000 | ||||
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 | $ 9,591,000 | $ 2,200,000 | ||||
Line of Credit | Term Loan | First WTI Facility due February 2022 | |||||||
Class of Warrant or Right [Line Items] | |||||||
Proceeds from term loans | $ 30,000,000 | ||||||
Line of Credit | Term Loan | First WTI Facility due September 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 |
Stockholders' Equity - Redeemab
Stockholders' Equity - Redeemable Convertible Preferred Stock (Details) - $ / shares | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 41,628,207 | ||
IPO | |||
Class of Stock [Line Items] | |||
Offering price (in dollars per share) | $ 23 | ||
Series G Redeemable Convertible Preferred Stock | |||
Class of Stock [Line Items] | |||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 933,269 | ||
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) | 41,628,207 | ||
Class B Common Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible stock (in shares) | (43,255,565) | 42,188,624 | |
Class B Common Stock | Conversion of Redeemable Convertible Preferred Stock | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible stock (in shares) | 42,188,624 | ||
Class B Common Stock | Conversion of Warrants | Common Stock | |||
Class of Stock [Line Items] | |||
Conversion of convertible stock (in shares) | 997,193 |
Stockholders' Equity - Common S
Stockholders' Equity - Common Stock (Details) $ in Millions | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019shares | Aug. 31, 2018shares | Dec. 31, 2019USD ($)voteshares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017shares | Dec. 31, 2010shares | Dec. 31, 2004shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued and outstanding (in shares) | 15,684,021 | 22,012,597 | 18,701,267 | ||||
2004 Plan, 2010 Plan and 2018 Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Shares issued and outstanding (in shares) | 15,684,021 | ||||||
Number of shares available for grant (in shares) | 11,196,350 | ||||||
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) | 30,663,761 | ||||||
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) | 7,672,600 | 5,956,644 | |||||
Number of votes per share | vote | 1 | ||||||
2018 Stock Option and Incentive Plan | Class B Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of votes per share | vote | 10 | ||||||
2018 Employee Stock Purchase Plan | Employee Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employee earnings contributed to ESPP (up to) | 15.00% | ||||||
Percent of fair market value at which employee's may purchase stock | 85.00% | ||||||
Stock-based compensation expense | $ | $ 1.2 | $ 0.4 | |||||
2018 Employee Stock Purchase Plan | 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) | 2,318,083 | 1,534,500 | 2,046,789 | ||||
Issuance common stock for ESPP Purchase (in shares) | 271,294 | 0 | |||||
Additional shares reserved for future issuance (in shares) | 783,583 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Outstanding options | |||
Balance (in shares) | 22,012,597 | 18,701,267 | |
Granted (in shares) | 1,790,074 | 6,824,057 | |
Exercised (in shares) | (6,465,360) | (1,727,899) | |
Cancelled (in shares) | (1,653,290) | (1,784,828) | |
Balance (in shares) | 15,684,021 | 22,012,597 | 18,701,267 |
Vested and exercisable (in shares) | 9,913,182 | 12,462,693 | |
Vested and expected to vest (in shares) | 15,197,994 | 20,926,797 | |
Weighted- average exercise price | |||
Balance (in dollars per share) | $ 7.85 | $ 5.73 | |
Granted (in dollars per share) | 17.71 | 12.68 | |
Exercised (in dollars per share) | 6.32 | 4.69 | |
Cancelled (in dollars per share) | 10.88 | 7.19 | |
Balance (in dollars per share) | 9.28 | 7.85 | $ 5.73 |
Vested and exercisable (in dollars per share) | 7.14 | 5.75 | |
Vested and expected to vest (in dollars per share) | $ 9.16 | $ 7.69 | |
Weighted- average remaining contractual term | |||
Outstanding | 6 years 3 months 18 days | 7 years 1 month 6 days | 7 years 3 months 18 days |
Vested and exercisable | 5 years 1 month 6 days | 5 years 7 months 6 days | |
Vested and expected to vest | 6 years 3 months 18 days | 7 years | |
Aggregate intrinsic value | |||
Outstanding | $ 170,847 | $ 439,382 | $ 29,728 |
Exercised | 87,544 | 16,816 | |
Vested and exercisable | 129,341 | 274,883 | |
Vested and expected to vest | $ 167,439 | $ 421,047 |
Stockholders' Equity - Common_2
Stockholders' Equity - Common Stock Subject to Repurchase (Details) - USD ($) $ in Millions | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | ||
Common stock subject to repurchase related to stock options (in shares) | 18,665 | 55,537 |
Liability related to early exercises of stock options | $ 0.2 | $ 0.4 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 48.80% | 43.50% | 40.70% |
Risk-free interest rate | 1.32% | 2.96% | 1.92% |
Expected term | 5 years 14 days | 5 years 3 months 10 days | 5 years 7 days |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 49.70% | 48.20% | 57.10% |
Risk-free interest rate | 2.58% | 3.09% | 2.10% |
Expected term | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | ||
Expected term | 6 months | ||
Employee Stock | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 43.26% | ||
Risk-free interest rate | 1.62% | ||
Employee Stock | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 58.89% | ||
Risk-free interest rate | 2.31% |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average fair value of stock options granted (in dollars per share) | $ 8.57 | $ 8.16 | $ 3.25 |
Compensation expense not yet recognized | $ 38.2 | $ 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 4 months 20 days | 2 years 8 months 23 days |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding RSUs and RSAs | ||
Released (in shares) | (437,844) | |
Weighted-average grant date fair value per share | ||
Released (in dollars per share) | $ 21.16 | |
Restricted Stock Units | ||
Outstanding RSUs and RSAs | ||
Balance (in shares) | 670,606 | 802,900 |
Awarded (in shares) | 4,055,344 | 686,072 |
Released (in shares) | (809,567) | |
Cancelled (in shares) | (490,587) | (8,799) |
Balance (in shares) | 3,797,519 | 670,606 |
Vested and and expected to vest (in shares) | 3,126,182 | 532,623 |
Weighted-average grant date fair value per share | ||
Balance (in dollars per share) | $ 24.71 | $ 8.65 |
Awarded (in dollars per share) | 20.38 | 16.09 |
Cancelled (in dollars per share) | 25.21 | 31.79 |
Balance (in dollars per share) | 20.44 | 24.71 |
Vested and expected to vest (in dollars per share) | $ 20.46 | $ 24.80 |
Weighted-average remaining contractual term | ||
Balance | 1 year 9 months 18 days | |
Vested and expected to vest | 1 year 7 months 6 days | 1 year 8 months 12 days |
Aggregate intrinsic value | ||
Balance | $ 76,596 | |
Vested and expected to vest | $ 63,055 | $ 14,812 |
Stockholders' Equity - Restri_2
Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 14.2 | |
Total unrecognized stock-based compensation | $ 57.3 | |
Weighted-average recognition period for unrecognized stock-based compensation | 3 years 4 months 28 days | |
IPO | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 6.9 |
Stockholders' Equity - Sales of
Stockholders' Equity - Sales of the Company's Stock (Details) $ / shares in Units, $ in Millions | 1 Months Ended |
May 31, 2018USD ($)$ / sharesshares | |
Sale of Company Stock by Employees and Former Employees | |
Class of Stock [Line Items] | |
Common stock sold by employees and former employees (in shares) | shares | 1,300,000 |
Share price of stock sold by employees (in dollars per shares) | $ / shares | $ 13.12 |
Aggregate purchase price | $ 17.2 |
Stock Compensation Plan | |
Class of Stock [Line Items] | |
Excess of purchase price over fair value recognized as compensation expense | $ 2.2 |
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (68,760) | $ (64,078) | $ (38,547) |
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) | 81,979 | 37,540 | 19,500 |
Net loss per share, basic and diluted (in dollars per share) | $ (0.84) | $ (1.71) | $ (1.98) |
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 | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
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) | 20,050 | 22,755 | 61,865 |
Redeemable convertible preferred stock (on an if-converted basis) | |||
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) | 0 | 0 | 41,628 |
Stock-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) | 15,684 | 22,013 | 18,701 |
Redeemable convertible preferred stock warrants | |||
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) | 0 | 0 | 618 |
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) | 4,347 | 686 | 803 |
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) | 19 | 56 | 115 |
Income Taxes - Loss Before the
Income Taxes - Loss Before the Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (60,807) | $ (50,133) | $ (31,681) |
International | (8,145) | (12,795) | (6,879) |
Loss before income taxes | $ (68,952) | $ (62,928) | $ (38,560) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Current tax expense (benefit) | |||
Federal | $ (17) | $ 234 | $ 0 |
State | 93 | (10) | 109 |
Foreign | 112 | 823 | 278 |
Total current tax expense (benefit) | 188 | 1,047 | 387 |
Deferred tax expense (benefit) | |||
Federal | 315 | 317 | 99 |
State | 171 | 153 | 55 |
Foreign | (866) | (367) | (554) |
Total deferred tax expense (benefit) | (380) | 103 | (400) |
Total income tax provision (benefit) | $ (192) | $ 1,150 | $ (13) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit at statutory rate | $ (14,480) | $ (13,298) | $ (13,147) |
State tax | 93 | (10) | 2,009 |
Foreign rate differential | 136 | 1,315 | 2,513 |
Non-deductible permanent items | (468) | 4,129 | 1,142 |
Stock-based compensation | (9,850) | (1,178) | 1,950 |
Tax credits | (1,403) | (922) | (1,702) |
Change in valuation allowance | 25,780 | 11,114 | (14,653) |
Tax Act-revaluation of deferred taxes | 0 | 0 | 21,875 |
Total income tax provision (benefit) | $ (192) | $ 1,150 | $ (13) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets: | ||||
Net operating losses | $ 78,001 | $ 50,154 | ||
Accruals and reserves | 3,514 | 7,725 | ||
Tax credit carryforward | 11,013 | 8,503 | ||
Stock-based compensation | 8,280 | 5,944 | ||
Depreciation and amortization | 4,381 | 4,735 | ||
Total deferred tax assets | 105,189 | 77,061 | ||
Valuation allowance | (104,298) | (75,436) | $ (58,748) | $ (59,806) |
Net deferred tax assets | 891 | 1,625 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (2,550) | (3,665) | ||
Net deferred taxes | $ (1,659) | $ (2,040) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes [Line Items] | ||||
Deferred tax asset, valuation allowance | $ 104,298,000 | $ 75,436,000 | $ 58,748,000 | $ 59,806,000 |
Unrecognized tax benefits | 9,824,000 | 7,240,000 | $ 5,496,000 | $ 0 |
Unrecognized tax benefits recorded as deferred tax asset reduction | 9,800,000 | |||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | ||
EZ Hiring Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 2,200,000 | 2,200,000 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 251,000,000 | 152,100,000 | ||
Federal | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 10,600,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 70,300,000 | 49,600,000 | ||
State | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 9,000,000 | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 13,500,000 | 12,200,000 | ||
Tax credit carryforward | $ 200,000 | $ 100,000 |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Valuation Allowance, Deferred Tax Asset [Roll Forward] | |||
Balance, Beginning of Period | $ 75,436 | $ 58,748 | $ 59,806 |
Charged to Costs & Expenses | 29,576 | 13,243 | 0 |
Charged to Other Accounts | (714) | 3,445 | 0 |
Deductions | 0 | 0 | (1,058) |
Balance, end of Period | $ 104,298 | $ 75,436 | $ 58,748 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits | $ 7,240 | $ 5,496 | $ 0 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year | 2,584 | 1,744 | 1,526 |
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year | 3,970 | ||
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year | 0 | 0 | |
Unrecognized tax benefits | $ 9,824 | $ 7,240 | $ 5,496 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 326,801 | $ 291,611 | $ 201,597 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 236,845 | 211,705 | 141,118 |
International | |||
Segment Reporting Information [Line Items] | |||
Net revenue | $ 89,956 | $ 79,906 | $ 60,479 |