Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 23, 2021 | Jun. 30, 2020 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-38658 | ||
Entity Registrant Name | EVENTBRITE, INC. | ||
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 | Yes | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 576.9 | ||
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, 2020. | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2020 | ||
Entity Central Index Key | 0001475115 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 69,784,526 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,178,157 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 505,756 | $ 420,712 |
Funds receivable | 10,807 | 54,896 |
Accounts receivable, net | 458 | 2,932 |
Creator signing fees, net | 3,657 | 9,597 |
Creator advances, net | 6,651 | 22,282 |
Prepaid expenses and other current assets | 9,804 | 14,157 |
Total current assets | 537,133 | 524,576 |
Property and equipment, net | 11,574 | 19,735 |
Operating lease right-of-use assets | 13,886 | 22,160 |
Goodwill | 174,388 | 170,560 |
Acquired intangible assets, net | 42,333 | 49,158 |
Restricted cash | 2,674 | 2,228 |
Creator signing fees, noncurrent | 5,838 | 16,710 |
Creator advances, noncurrent | 0 | 922 |
Other assets | 7,859 | 1,966 |
Total assets | 795,685 | 808,015 |
Current liabilities | ||
Accounts payable, creators | 191,134 | 307,871 |
Accounts payable, trade | 1,903 | 1,870 |
Chargebacks and refunds reserve | 33,225 | 2,699 |
Accrued compensation and benefits | 3,980 | 6,347 |
Accrued taxes | 2,992 | 5,409 |
Operating lease liabilities | 4,940 | 9,115 |
Other accrued liabilities | 8,362 | 16,997 |
Total current liabilities | 246,536 | 350,308 |
Accrued taxes, noncurrent | 14,234 | 15,173 |
Operating lease liabilities, noncurrent | 11,517 | 16,162 |
Long-term debt | 206,630 | 0 |
Other liabilities | 1,196 | 557 |
Total liabilities | 480,113 | 382,200 |
Commitments and contingent liabilities (Note 11) | ||
Stockholders’ equity | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2020 or 2019 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 92,654,785 shares issued and outstanding as of December 31, 2020; 1,100,000,000 shares authorized, 85,718,860 shares issued and outstanding as of December 31, 2019 | 1 | 1 |
Additional paid-in capital | 913,115 | 798,640 |
Accumulated deficit | (597,544) | (372,826) |
Total stockholders’ equity | 315,572 | 425,815 |
Total liabilities and stockholders’ equity | $ 795,685 | $ 808,015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
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) | 92,654,785 | 85,718,860 |
Common stock, shares outstanding (in shares) | 92,654,785 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net revenue | $ 106,006 | $ 326,801 | $ 291,611 |
Cost of net revenue | 62,330 | 129,141 | 120,653 |
Gross profit | 43,676 | 197,660 | 170,958 |
Operating expenses: | |||
Product development | 54,551 | 64,196 | 46,071 |
Sales, marketing and support | 84,259 | 102,874 | 83,428 |
General and administrative | 103,146 | 100,541 | 80,134 |
Total operating expenses | 241,956 | 267,611 | 209,633 |
Loss from operations | (198,280) | (69,951) | (38,675) |
Interest expense | (24,586) | (2,986) | (11,295) |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 0 | (9,591) |
Loss on debt extinguishment | 0 | (1,742) | (178) |
Other income (expense), net | (1,932) | 5,727 | (3,189) |
Loss before income taxes | (224,798) | (68,952) | (62,928) |
Income tax provision (benefit) | (80) | (192) | 1,150 |
Net loss | $ (224,718) | $ (68,760) | $ (64,078) |
Net loss per share, basic and diluted (in dollars per share) | $ (2.52) | $ (0.84) | $ (1.71) |
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 89,335 | 81,979 | 37,540 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment upon Adoption of ASU | Conversion of Redeemable Convertible Preferred Stock | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated DeficitCumulative Effect Adjustment upon Adoption of ASU |
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 | ||||||||
Increase (Decrease) in Redeemable Convertible Preferred Stock [Roll Forward] | |||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | (41,628,207) | ||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | $ (334,018) | ||||||||
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2018 | 0 | ||||||||
Redeemable convertible preferred stock, balance at Dec. 31, 2018 | $ 0 | ||||||||
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 Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 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 restricted stock awards (in shares) | 2,993 | ||||||||
Issuance of restricted stock awards | 0 | ||||||||
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) | |||||||
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) | |||
Balance (ASU 2014-09) at Dec. 31, 2018 | $ (600) | $ (600) | |||||||
Balance (ASU 2016-02) at Dec. 31, 2018 | $ (771) | $ (771) | |||||||
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 restricted stock awards (in shares) | 394,558 | ||||||||
Issuance of restricted stock awards | 0 | ||||||||
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) | ||||||
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 | 798,640 | (372,826) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,255,264 | 3,242,260 | 13,004 | ||||||
Issuance of common stock upon exercise of stock options | $ 19,282 | 19,282 | |||||||
Issuance of restricted stock awards (in shares) | 25,142 | ||||||||
Issuance of restricted stock awards | 0 | ||||||||
Issuance of common stock for settlement of RSUs (in shares) | 1,354,695 | ||||||||
Issuance of common stock for settlement of RSUs | 0 | ||||||||
Issuance common stock for ESPP Purchase (in shares) | 171,315 | ||||||||
Issuance of common stock for ESPP Purchase | 1,291 | 1,291 | |||||||
Conversion of convertible stock (in shares) | 688,973 | (688,973) | |||||||
Conversion of convertible stock | 0 | ||||||||
Shares withheld related to net share settlement (in shares) | (469,665) | ||||||||
Shares withheld related to net share settlement | (5,082) | (5,082) | |||||||
Vesting of early exercised stock options | 241 | 241 | |||||||
Equity component of senior convertible notes, net of issuance costs | 45,452 | 45,452 | |||||||
Purchase of convertible senior notes capped calls | (15,600) | (15,600) | |||||||
Shares issued for warrants exercised in connection with term loans (in shares) | 2,599,174 | ||||||||
Shares issued for warrants exercised in connection with term loans | 27,369 | 27,369 | |||||||
Stock-based compensation | 41,522 | 41,522 | |||||||
Net loss | (224,718) | (224,718) | |||||||
Balance (in shares) at Dec. 31, 2020 | 69,475,511 | 23,179,274 | |||||||
Balance at Dec. 31, 2020 | $ 315,572 | $ 1 | $ 0 | $ 0 | $ 913,115 | $ (597,544) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities | |||
Net loss | $ (224,718) | $ (68,760) | $ (64,078) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 22,610 | 24,324 | 34,608 |
Amortization of creator signing fees | 8,553 | 10,858 | 7,086 |
Noncash operating lease expense | 8,827 | 8,246 | 0 |
Amortization of debt discount and issuance costs | 10,226 | 326 | 1,718 |
Payment in Kind interest | 6,784 | 0 | 0 |
Loss on debt extinguishment | 0 | 1,742 | 178 |
Change in fair value of redeemable convertible preferred stock warrant liability | 0 | 0 | 9,591 |
Change in fair value of term loan embedded derivatives | 0 | 0 | (2,119) |
Stock-based compensation | 40,215 | 37,594 | 30,231 |
Impairment charges of creator advances and creator signing fees | 12,308 | 5,671 | 3,425 |
Provision for bad debt and creator advances | 17,634 | 2,433 | 2,742 |
Provision for chargebacks and refunds | 61,016 | 0 | 0 |
Loss on disposal of equipment | 3,678 | 73 | 99 |
Deferred income taxes | (183) | (380) | 103 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (2,505) | (288) | (2,092) |
Funds receivable | 44,089 | 3,801 | (6,810) |
Creator signing fees, net | (2,665) | (21,216) | (15,973) |
Creator advances, net | 2,516 | (5,685) | (5,308) |
Prepaid expenses and other current assets | 4,347 | 1,690 | (5,594) |
Other assets | 515 | 201 | (1,643) |
Accounts payable, creators | (116,737) | 36,170 | 24,523 |
Accounts payable, trade | 171 | 670 | (507) |
Chargebacks and refunds reserve | (30,398) | 0 | 0 |
Accrued compensation and benefits | (2,367) | 761 | 1,791 |
Accrued taxes | (2,417) | (2,619) | 5,039 |
Operating lease liabilities | (9,663) | (9,146) | |
Other accrued liabilities | (7,972) | 3,521 | 4,256 |
Accrued taxes, noncurrent | (756) | (137) | (14,458) |
Other liabilities | 0 | 105 | 354 |
Net cash (used in) provided by operating activities | (156,892) | 29,955 | 7,162 |
Cash flows from investing activities | |||
Purchases of property and equipment | (1,699) | (5,888) | (5,418) |
Capitalized internal-use software development costs | (4,583) | (7,710) | (7,232) |
Cash paid for acquisitions, net of cash acquired | (6,375) | 0 | 12,611 |
Net cash used in investing activities | (12,657) | (13,598) | (39) |
Cash flows from financing activities | |||
Proceeds from issuance of debt and common stock, net of issuance costs paid | 256,099 | 0 | 118,578 |
Proceeds from exercise of stock options | 19,282 | 40,669 | 8,108 |
Purchases under employee stock purchase plan | 1,292 | 3,631 | 0 |
Purchase of convertible notes capped calls | (15,600) | 0 | 0 |
Taxes paid related to net share settlement of equity awards | (5,517) | (2,363) | (9,013) |
Payments on finance lease obligations | (517) | (290) | |
Payments on finance lease obligations | (78) | ||
Principal payments on debt obligations | 0 | (73,594) | (111,071) |
Payment of debt issuance costs | 0 | (457) | 0 |
Payments of deferred offering costs | 0 | (413) | 0 |
Proceeds from initial public offering, net of underwriters' discounts and offering costs, net | 0 | 0 | 240,965 |
Prepayment penalties on debt extinguishment | 0 | 0 | (6,803) |
Payments on build-to-suit lease financing obligation | 0 | 0 | (630) |
Net cash provided by (used in) financing activities | 255,039 | (32,817) | 240,056 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 85,490 | (16,460) | 247,179 |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 422,940 | 439,400 | 192,221 |
End of period | 508,430 | 422,940 | 439,400 |
Supplemental cash flow data | |||
Interest paid | 6,751 | 10,657 | 7,588 |
Income taxes paid, net of refunds | 835 | 1,096 | 202 |
Noncash investing and financing activities | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 2,688 | 3,704 | |
Indemnity holdback consideration associated with ToneDen acquisition | 1,125 | 0 | 0 |
Vesting of early exercised stock options | 241 | 367 | 366 |
Purchases of property and equipment, accrued but unpaid | 43 | 436 | 0 |
Conversion of redeemable convertible preferred stock in connection with initial public offering | 0 | 0 | 21,465 |
Issued shares of common stock for acquisitions | 0 | 0 | 8,832 |
Issuance of redeemable convertible preferred stock warrants in connection with the loan | 0 | 0 | 4,603 |
Deferred offering costs included in accounts payable, trade and other accrued liabilities | $ 0 | $ 0 | $ 430 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
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 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. Revision of Consolidated Financial Statements In connection with the preparation of its financial statements for the year ended December 31, 2020, the Company identified an error within the Company’s consolidated statement of cash flows for the year ended December 31, 2019, which accompanying financial statements have been revised to correct for such error. The impact of such revision resulted in net cash provided by operating activities increasing by $1,297 to $29,955 and net cash used in financing activities increasing by $1,297 to $32,817 for the year ended December 31, 2019. The Company evaluated the error and concluded that it was not material to the 2019 financial statements previously issued. These revisions have no impact on our previously reported consolidated net income, financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as reported on the Company's consolidated statements of cash flows. 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 of expenses for the year ended December 31, 2018 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 year ended December 31, 2018 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, chargebacks and refunds reserve, 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, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, and indirect tax reserves . 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. COVID-19 Impacts During the year ended December 31, 2020, a global health pandemic referred to as COVID-19 arose and has disrupted many industries around the world, including the live events industry, resulting in the cancellation or postponement of live events. The effect of and uncertainties surrounding the COVID-19 pandemic has caused the Company to make significant estimates in its consolidated financial statements as of and for the year ended December 31, 2020 , specifically related to chargebacks and refunds due to cancelled or postponed events, which impacts net revenue, advance payouts, creator signing fees and creator advances. The COVID-19 pandemic is ongoing in nature and the Company will continue to revise such estimates in future reporting periods to reflect management's best estimates of future outcomes. The COVID-19 pandemic has adversely affected the Company’s results of operations in the year ended December 31, 2020. Significant uncertainty remains regarding the extent and duration of the impact that the COVID-19 pandemic will have on the Company’s business. The full extent to which COVID-19 impacts the Company’s business, results of operations and financial condition cannot be predicted at this time, and the impact of COVID-19 may persist for an extended period of time or become more pronounced. 2020 Restructuring In April 2020, the Company's board of directors approved a program to reduce the Company's global workforce personnel by approximately 45% (the RIF). This resulted in total restructuring costs of $9.5 million associated with the RIF which was substantially completed in the second quarter of 2020. Restructuring and other charges by type for the RIF for the period were as follows (in thousands): Year Ended December 31, 2020 Employee severance and post-termination benefit arrangements $ 7,498 Asset impairments and loss on disposals 1,879 Other charges 144 Total restructuring and other charges $ 9,521 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, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (ASU 2019-12). This standard simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In June 2016, the FASB issued ASU 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 adopted this new standard effective January 1, 2020 and has considered forward-looking information in its measurement and recognition of expected credit losses for its accounts receivables, creator signing fees, creator advances and advanced payouts, including consideration of the financial statement effects of the COVID-19 pandemic. Refer to Note 3, Note 4 and Note 5 for further information. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815) , which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in this update are effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than annual periods beginning after December 15, 2020. The Company is evaluating the accounting, transition and disclosure requirements of this standard. Revenue Recognition The Company adopted and began applying ASC 606 on January 1, 2019 in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) using a modified retrospective approach to contracts which were not completed as of the adoption date. The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019. 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 had a contract liability of $0.8 million recorded as of December 31, 2019. 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 $181.1 million and $257.3 million as of December 31, 2020 and 2019, 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, 2020 2019 2018 Cash and cash equivalents $ 505,756 $ 420,712 $ 437,892 Restricted cash 2,674 2,228 1,508 Total cash, cash equivalents and restricted cash $ 508,430 $ 422,940 $ 439,400 Funds Receivable Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such amounts were $10.0 million and $51.1 million as of December 31, 2020 and 2019, respectively. Accounts Receivable, Net Accounts receivable, net is primarily 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 and Equipment, Net Property 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 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 Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Leases 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 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 depreciation 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. 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 Company determines if an arrangement is a lease at inception. In calculating the present value of the lease payments, the Company utilizes its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Generally, the operating lease right-of-use asset and associated lease liability do not consider the option to extend the term, as the Company is not reasonably certain of exercising the extension option. 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. 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 and other current liabilities approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt. Refer to Note 10 “Debt” for details regarding the fair value of our term loans and convertible senior notes. Business Combinations, Goodwill and Acquired Intangible Assets, Net The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. 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. Such valuations require the Company 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 and trade names from a market participant perspective, useful lives and discount rates. Our 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. 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 in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. On January 1, 2020, the Company adopted ASU 2017-04, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company determined that the conditions resulting from the COVID-19 pandemic and the decline in the market value of our common stock warranted an assessment of its goodwill carrying amount. During the year ended December 31, 2020, the Company performed an analysis by comparing our estimated fair value to our carrying amount, including goodwill. Our analysis indicated that its estimated fair value, using the market price of our common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary. Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from our 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, which is straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheets. The Company evaluates the recoverability of their acquired 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. We determined that the conditions resulting from the COVID-19 pandemic warranted an assessment of intangible assets carrying amount. During the year ended December 31, 2020, we performed an analysis by comparing the undiscounted future cash flows to the carrying amount and concluded no impairment of the carrying value was required. Impairment of Long-lived Assets The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets and right-of-use operating lease 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. During the year ended December 31, 2020, the Company determined that conditions resulting from the COVID-19 pandemic warranted an ongoing assessment of its long-lived assets balance. The Company performed a recoverability test and concluded no impairment of the carrying value was required. 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. 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 Chargebacks and Refunds Reserve The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in significant chargebacks and refund requests. If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, the Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. The Company records estimates for losses related to chargebacks and refunds of the face value of tickets as an operating expense classified within sales, marketing and support. Reserves are recorded based on the Company's assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, the size and nature of future events, the status of and remaining time to event date, macro-economic conditions and actual chargeback and refund activity during the current year. The chargebacks and refunds reserve was $33.2 million and $2.7 million as of December 31, 2020 and December 31, 2019, respectively. The increase in the reserve balance during the year ended December 31, 2020 was the result of estimated losses from the advance payout program and estimated future refunds of its fees, relating largely to the COVID-19 pandemic. Prior to March 31, 2020, the Company included its chargebacks and refunds reserve in other accrued liabilities on the consolidated balance sheets, and has reclassified the balance as of December 31, 2019 on the condensed consolidated balance sheets included in this Annual Report on Form 10-K to be consistent with the presentation as of December 31, 2020. 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 $1.1 million, $4.6 million and $1.6 million for the years ended December 31, 2020, 2019 and 2018, 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 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 stated 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. The Company recorded foreign currency rate remeasurement losses of $2.6 million, gains of $1.1 million and losses of $7.4 million during the years ended December 31, 2020, 2019 and 2018, respectively. 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. 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. As of December 31, 2020 and 2019, there were no customers that represented 10% or more of the Company’s accounts receivable balance, a |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2020 | |
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. During the year ended December 31, 2020, the Company recorded $1.0 million of incremental allowance for doubtful accounts, including estimated future losses in consideration of the impact of the COVID-19 pandemic. The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2020 2019 Accounts receivable, customers $ 1,494 $ 4,979 Allowance for doubtful accounts (1,036) (2,047) Accounts receivable, net $ 458 $ 2,932 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 12 Months Ended |
Dec. 31, 2020 | |
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 $8.6 million, $10.9 million and $7.1 million for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020, these payments are being amortized over a weighted-average remaining contract life of 3.3 years on a straight-line basis. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2020 2019 Balance, beginning of period $ 26,307 $ 17,005 Creator signing fees paid 3,961 21,216 Amortization of creator signing fees (8,553) (10,858) Write-offs and other adjustments (12,220) (1,056) Balance, end of period $ 9,495 $ 26,307 Creator signing fees, net $ 3,657 $ 9,597 Creator signing fees, noncurrent 5,838 16,710 |
Creator Advances, Net
Creator Advances, Net | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Balance, beginning of period $ 23,204 $ 23,142 Creator advances paid 7,740 36,081 Creator advances recouped (10,257) (30,396) Write-offs and other adjustments (14,036) (5,623) Balance, end of period $ 6,651 $ 23,204 Creator advances, net $ 6,651 $ 22,282 Creator advances, noncurrent — 922 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2020 2019 Capitalized internal-use software development costs 49,202 44,194 Furniture and fixtures 3,594 3,861 Computers and computer equipment 6,926 14,836 Leasehold improvements 7,690 8,393 Finance lease right-of-use assets 607 1,005 68,019 72,289 Less: Accumulated depreciation and amortization (56,445) (52,554) Property and equipment, net $ 11,574 $ 19,735 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, 2020 2019 2018 Depreciation expense $ 4,194 $ 5,950 $ 5,201 Capitalized internal-use software development costs 5,008 8,993 7,809 Amortization of capitalized internal-use software development costs 7,866 7,562 6,240 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Leases | Leases Operating leases The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2028. 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. 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, 2020, the remaining lease term of the Company's operating leases ranges from less than one year to five years. The components of operating lease costs for the year ended December 31, 2020 were as follows (in thousands): Operating lease costs $ 8,827 Sublease income (4,207) Total operating lease costs, net $ 4,620 The Company made cash payments of $9.7 million for operating lease liabilities during the year ended December 31, 2020, which is included within the operating activities section on the consolidated statements of cash flows. As of December 31, 2020 the Company's operating leases had a weighted-average remaining lease term of 4.3 years and a weighted-average discount rate of 3.3%. As of December 31, 2020, maturities of operating lease liabilities were as follows (in thousands): 2021 $ 5,402 2022 3,699 2023 3,586 2024 2,291 2025 2,034 Thereafter 862 Total operating lease payments 17,874 Less: Imputed interest (1,417) Total operating lease liabilities $ 16,457 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 4,940 Operating lease liabilities, noncurrent 11,517 Total operating lease liabilities $ 16,457 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions 2020 Acquisitions In November 2020, the Company acquired 100% of the equity interests of ToneDen, a self-service social marketing platform company based in Los Angeles, California. The Company expects that this acquisition will enhance its customer engagement capabilities by offering its creators various marketing tools that the Company plans to integrate into its core product with a subscription offering. The acquisition of ToneDen has been accounted for as a business combination. The total purchase consideration of $7.5 million included (i) acquisition-date cash payments of $6.4 million and (ii) a cash holdback of $1.1 million, which the Company is retaining for up to 18 months and will be payable to the previous owners of ToneDen, subject to offset by the Company for any of the previous owners’ indemnification obligations in connection with the acquisition. Acquisition costs directly related to the ToneDen transaction were $0.2 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2020. The total purchase price of the ToneDen acquisition was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded is deductible for tax purposes and is attributable to the assembled workforce as well as the anticipated synergies from the integration of ToneDen's technology with the Company's technology. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands): Goodwill $ 3,828 Intangible assets 3,750 Operating lease right-of-use assets 411 Other assets 104 Operating lease liabilities (416) Other current liabilities (177) Total purchase price $ 7,500 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: Cost Estimated Developed technology $ 3,300 4 Customer relationships 400 2.5 Trademark 50 2 Total acquired intangible assets $ 3,750 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 and 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 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2018 170,560 Additions from acquisitions — At December 31, 2019 170,560 Additions from acquisitions 3,828 At December 31, 2020 $ 174,388 Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2020 Cost Accumulated Net Book Weighted- Developed technology $ 22,396 $ 19,194 $ 3,202 3.9 Customer relationships 74,884 35,800 39,084 4.4 Tradenames 1,650 1,603 47 1.9 Acquired intangible assets, net $ 98,930 $ 56,597 $ 42,333 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, 2020 2019 2018 Cost of net revenue $ 143 $ 434 $ 11,834 Sales, marketing and support 10,430 10,381 10,236 General and administrative 3 — 1,098 Total amortization of acquired intangible assets $ 10,576 $ 10,815 $ 23,168 As of December 31, 2020, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2021 $ 11,217 2022 9,209 2023 8,593 2024 8,300 2025 5,014 Thereafter — Total expected future amortization expense $ 42,333 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2020, long-term debt consisted of the following (in thousands): Term Loans Convertible Notes (2025 Notes) Total Outstanding principal balance $ 125,000 $ 150,000 $ 275,000 Payment in Kind interest 6,784 — 6,784 Less: Unamortized discount (22,387) (43,973) (66,360) Less: Debt issuance costs (5,156) (3,638) (8,794) Carrying amount, long-term debt $ 104,241 $ 102,389 $ 206,630 The Company had no outstanding debt as of December 31, 2019. The following tables set forth the total interest expense recognized related to the Term Loans and liability component for the 2025 Notes (in thousands): Year Ended December 31, 2020 Term Loans Convertible Notes (2025 Notes) Total Cash interest expense 3,192 4,083 7,275 Payment in Kind interest 6,784 — 6,784 Amortization of debt discount 5,428 3,277 8,705 Amortization of debt issuance costs 1,250 271 1,521 Total interest expense $ 16,654 $ 7,631 $ 24,285 As of December 31, 2020, the remaining life of the Term Loans and 2025 Notes is approximately 53 months and 59 months, respectively. Term Loans In May 2020, the Company entered into a credit agreement (Credit Agreement) with FP EB Aggregator, L.P. and FP Credit Partners, L.P., as the administrative agent, which Credit Agreement was amended on June 15, 2020 to, among other things, appoint Wilmington Trust, National Association as administrative agent in place of FP Credit Partners, L.P. The Credit Agreement provides for initial term loans (Initial Term Loans) in the aggregate principal amount of $125.0 million, and delayed draw term loans (Delayed Draw Term Loans, and together with the Initial Term Loans, Term Loans) in an aggregate principal amount of $100.0 million. The Delayed Draw Term Loans may only be accessed from December 31, 2020 until September 30, 2021 (Delayed Draw Termination Date), subject to certain conditions. In accordance with the terms of the Credit Agreement, the amount currently available under the Delayed Draw Term Loans is $50.0 million as a result of the Company issuing $150.0 million in convertible senior notes, discussed in further detail below. The full amount of the Initial Term Loans were drawn on May 19, 2020 (Initial Funding Date). Borrowings under the Credit Agreement bear interest at a rate per annum equal to (i) 4.0% payable in Cash Pay Interest (as defined in the Credit Agreement) and (ii) 8.5% Payment in Kind (PIK) Interest (as defined in the Credit Agreement). PIK interest is payable by increasing the principal amount over the term of the Initial Term Loans. The Initial Term Loans mature on the fifth anniversary of the Initial Funding Date, and there are no periodic payments with respect to the principal of the Initial Term Loans. Cash interest payments are due quarterly on each of June 30, September 30, December 31, and March 31. The Company incurred total cash costs of $13.2 million, of which $7.6 million were debt issuance costs and the remaining $5.6 million debt discount. In May 2020, in connection with the execution of the Credit Agreement, the Company entered into a stock purchase agreement (Stock Purchase Agreement) with FP EB Aggregator, L.P. (Purchaser) to issue and sell 2,599,174 shares of Class A Common Stock to the Purchaser for a purchase price of $0.01 per share. These shares were purchased on the Initial Funding Date. The Company accounted for these shares at fair value and recorded $27.4 million as additional debt discount, resulting in total debt issuance costs and discount of $40.6 million. The Company allocated $29.0 million of the total debt discount and issuance costs to the Initial Term Loans and $11.6 million of the total debt discount and issuance costs to the Delayed Draw Term Loans. The amount allocated to the Initial Term Loans is recorded as a reduction to the carrying amount of the debt and is being accreted over the contractual term of the loans using the effective interest rate method. The effective interest rate of the Initial Term Loans is 18.5%. The amount allocated to the Delayed Draw Term Loans is recorded in Other assets on the consolidated balance sheets and is being amortized straight-line through the Delayed Draw Termination Date. Once the Delayed Draw Term Loans are drawn, the Company will derecognize the associated asset and record a discount on Delayed Draw Term Loans equal to the unamortized fee. If the Company borrows a portion of Delayed Draw Term Loans, only a proportionate amount of the asset should be recognized as debt discount. Optional prepayments of borrowings under the Credit Agreement are permitted at any time, in whole or in part, but are subject to a prepayment premium during the first four years following the Initial Funding Date at a Make-Whole Amount (as defined in the Credit Agreement) in year one, 12% in year two, 10% in year three and 8% in year four as more fully set forth in the Credit Agreement. Subject to certain exceptions, the Company will be required to prepay certain amounts outstanding under the Term Loans with the net cash proceeds (as customarily defined in the Credit Agreement) of certain asset sales, certain casualty events, certain issuances of non-permitted debt and certain excess cash flow (as customarily defined in the Credit Agreement). The Credit Agreement provides for customary events of default including non-payment of obligations, inaccuracy of representations or warranties, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, material ERISA events and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Credit Agreement including any cure periods specified therein, customary remedies may be exercised by the lenders under the Credit Agreement against the Company and its properties. The Company was in compliance with all covenants as of December 31, 2020. As of December 31, 2020, the total estimated fair value of the Term Loans was approximately $148.6 million based on Black-Derman-Toy model. The risk-adjusted discounted rate represents a Level 3 input into this valuation. Convertible Senior Notes In June 2020, the Company issued the 2025 Notes, which consisted of $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 in a private offering, inclusive of the initial purchaser's exercise in full of their option to purchase additional notes. The 2025 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 5.000% per year. Interest is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The 2025 Notes mature on December 1, 2025 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2025 Notes, after deducting the initial purchasers' discounts and debt issuance costs of $5.7 million, was $144.3 million. The 2025 Notes are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2025 Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. The terms of the 2025 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the Indenture). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company's election. It is the Company's current intent to settle the principal amount of the 2025 Notes with cash and remaining conversion value, if any, in shares of the Class A common stock. The 2025 Notes are convertible at an initial conversion rate of 79.3903 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equal to an initial conversion price of approximately $12.60 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price of the 2025 Notes for each of the at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of that 10 consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company's Class A common stock, as described in the Indenture; • if the Company calls the 2025 Notes for redemption; or • at any time from, and including, June 2, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitle to an increase in the conversion rate. The 2025 Notes are redeemable, in whole or in part, at the Company's option at any time and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately prior to the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading dates ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. Additionally, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that portion of the 2025 Notes, in which case the conversion rate applicable to the conversion of those 2025 Notes will be increased in certain circumstances (as described in the Indenture) if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, note holders may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock. The 2025 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the 2025 Notes; (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the 2025 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $10,000,000, where such judgments are not discharged or stayed within 45 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $10,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of 2025 Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2025 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2025 Notes. In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The Company bifurcated the conversion option of the 2025 Notes from the debt instrument, classified the conversion option in equity, and will accrete the resulting debt discount as interest expense over the contractual term of the 2025 Notes using the effective interest rate method. The carrying amount of the equity component representing the conversion option was $47.3 million which is recorded in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification. The net carrying amount of the equity component of the 2025 Notes as of December 31, 2020 was as follows: Convertible Notes (2025 Notes) Proceeds allocated to the conversion option $ 47,250 Less: issuance costs (1,798) Carrying amount of the equity component $ 45,452 The effective interest rate of the liability component of the 2025 Notes is 13.9%, which is based on the interest rates of similar liabilities held by other companies with similar credit risk ratings at the time of issuance that did not have associated convertible features. Total issuance costs of $5.7 million related to the 2025 Notes were allocated between liabilities and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2025 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $3.9 million and equity issuance costs of $1.8 million. As of December 31, 2020, the total estimated fair value of the 2025 Notes was approximately $247.1 million based on a binomial model. The volatility and risk-adjusted discount rate represent Level 3 inputs into this valuation. The fair value of the 2025 Notes is also affected by the trading price of the Company's common stock. If the fair value was determined based on the closing trading price of the last available day of trading for the period then it would be considered a Level 2 input in the fair value hierarchy, as they are not actively traded. Capped Call Transactions In June 2020, in connection with the offering of the 2025 Notes, the Company entered privately negotiated capped call transactions with certain financial institutions (the Capped Calls). The Capped Calls have an initial strike price of approximately $12.60 per share, which corresponds to the initial conversion price of the 2025 Notes. The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2025 Notes, the number of shares of Class A common stock initially underlying the 2025 Notes. The Capped Calls are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, initially equal to $17.1520, and is subject to certain adjustments under the terms of the Capped Call transactions. The Capped Calls will expire in December 2025, if not exercised earlier. The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the company, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. In June 2020, the Company paid an aggregate of $15.6 million for the Capped Calls, which was recorded as a reduction to Additional paid-in capital in the consolidated balance sheets and will not be remeasured as long as they continue to meet certain accounting criteria. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities The following table summarizes our consolidated contractual cash obligations and rights as of December 31, 2020 (in thousands): Payments due by Year Total 2021 2022 2023 2024 2025 Thereafter Term Loans Due 2025 $ 125,000 $ — $ — $ — $ — $ 125,000 $ — Interest obligations on Term Loans (1) 94,629 5,520 6,011 6,546 7,149 69,403 — Convertible Senior Notes Due 2025 150,000 — — — — 150,000 — Interest obligations on Convertible Senior Notes (1) 37,521 7,500 7,500 7,500 7,521 7,500 — Operating lease obligations (2) 17,874 5,402 3,699 3,586 2,291 2,034 862 Sublease income (1,833) (1,472) (240) (121) — — — Future creator signing fees and creator advances (3) 21,752 11,320 5,676 4,102 654 — — Purchase Commitments (4) 24,150 3,208 4,375 6,038 6,650 3,879 — Total $ 469,093 $ 31,478 $ 27,021 $ 27,651 $ 24,265 $ 357,816 $ 862 (1) Represents aggregate interest obligations for the Company's outstanding respective Term loans and Convertible Senior Notes that are payable in cash, excluding non-cash amortization of debt issuance costs. Borrowings under the term loans bear interest at a rate per annum equal to (i) 4.0% payable in Cash Pay Interest and (ii) 8.5% Payment in Kind (PIK) Interest. The Convertible Senior Notes bear interest at a fixed rate of 5.000% per year. (2) Consists of the Company's operating lease obligations (partially offset by sublease income) for office space under non-cancelable agreements. Total payments listed represent total minimum future lease payments. (3) Future 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 Company's contracts state that these future payments require the customer to meet certain revenue milestones or minimum ticket sales provisions in order to earn the payment, and if that milestone or minimum is not met, we are not required to make such payment. (4) Consists of non-cancelable purchase commitments for enterprise support services entered in the ordinary course of business. 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. Refund Policy Litigation On June 4, 2020, three plaintiffs, seeking to represent a proposed class of individuals who purchased tickets on or after June 3, 2016, filed suit against the Company in the United States District Court for the Northern District of California, in a case captioned Snow, et al. v. Eventbrite, Inc., Case No. 20-cv-03698 (the Class Action). Plaintiffs allege that Eventbrite failed to provide an opportunity for purchasers of tickets to events sold through Eventbrite’s platform to obtain a refund where the event is postponed, rescheduled, or canceled. Plaintiffs seek injunctive relief in addition to restitution and monetary damages under California’s Consumer Legal Remedies Act, False Advertising Law, and Unfair Competition Law, in addition to claims brought under California common law. The Company denies the allegations and intends to defend the case vigorously. The case is in its early stages. Prior to answering Plaintiffs’ complaint, Eventbrite brought a motion to compel arbitration pursuant to its Terms of Service. The Court denied that motion. The Company thereafter answered Plaintiffs’ Complaint and brought a second motion to compel arbitration, based in part on facts established via the Company’s Answer. That motion remains pending. No other motions have been made, and no other rulings have been issued. The Company is unable to predict the likely outcome at this point. Stockholder 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 Company's initial public offering (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 (the Federal Action). On October 11, 2019, the lead plaintiffs in the Federal Action filed an amended consolidated complaint. That complaint alleged that the Company misrepresented and/or omitted material information in its IPO offering documents in violation of the Securities Act. It also challenged public statements made after the IPO in violation of the Exchange Act. The amended complaint sought unspecified monetary damages and other relief on behalf of investors. On December 11, 2019, the defendants filed a motion to dismiss the amended complaint. On April 28, 2020, the court granted defendants’ motion to dismiss in its entirety with leave to amend and set a deadline of June 24, 2020 for lead plaintiff to file its second amended consolidated complaint. On June 22, 2020, the Court extended lead plaintiff’s deadline to file its second amended consolidated complaint to August 10, 2020. On July 29, 2020, the Company entered into a settlement agreement with the lead plaintiff in the Federal Action. We recorded $1.9 million of expense during the year ended December 31, 2020 related to the expected settlement of the Federal Action. On August 27, 2020, the lead plaintiff in the Federal Action filed a motion for preliminary approval of the settlement. On October 21, 2020, the Court vacated the preliminary approval hearing and on October 30, 2020, the Court issued an order continuing the preliminary approval hearing, tentatively rescheduling the hearing for March 18, 2021. On January 22, 2021, the Court issued an order denying without prejudice the motion for preliminary approval. On February 9, 2021, the Company gave notice to the lead plaintiff that, in light of the denial of the preliminary approval motion, it was terminating the settlement agreement. 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 alleged that the Company misrepresented and/or omitted material information in the IPO offering documents, in violation of the Securities Act, and sought unspecified monetary damages and other relief on behalf of investors. On August 23, 2019, defendants filed demurrers to the consolidated complaint, which the court sustained with leave to amend at a hearing on November 1, 2019. Plaintiffs filed a first amended consolidated complaint (FAC) on February 10, 2020. Defendants filed demurrers to the FAC on March 26, 2020. On June 23, 2020, the court sustained the demurrers with leave to amend. On November 9, 2020, the plaintiffs filed their second amended consolidated complaint (SAC). On November 20, 2020, defendants filed demurrers to the SAC, which were overruled on December 17, 2020. On January 15, 2021, defendants filed their answers to the SAC. On January 22, 2021, the plaintiffs filed a motion for class certification. On February 11, 2021, the parties stipulated to class certification, and on February 17, 2021, the Court entered an order certifying a class of “all persons and entities who purchased or otherwise acquired Eventbrite, Inc. Class A common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with Eventbrite’s September 2018 Initial Public Offering and who were damaged thereby.” 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. Commercial Contract Litigation 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 (the MFL Action) and Eventbrite, Inc. v. Fab Loranger et al., 3:19-CV-04083 (the Loranger Action and, together with the MFL Action, the Roxodus Lawsuits). The Roxodus Lawsuits arose 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 asserted 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. With respect to the Loranger Action, on November 6, 2020, the Company and the defendants executed a long-form settlement agreement for which the Company received a partial settlement of the refunded amount. On November 6, 2020, the Company and the defendants in the Loranger Action executed a long-form settlement agreement for which the Company received a partial settlement of the refunded amount. In light of that settlement, the Loranger Action was dismissed with prejudice on November 12, 2020, and the MFL Action dismissed without prejudice on January 21, 2021. On June 18, 2020, the Company filed a Complaint in the United States District Court for the Northern District of California against M.R.G. Concerts Ltd. (MRG) and Matthew Gibbons (Gibbons), asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory judgment, unfair competition, and common counts under California law, arising out of MRG and Gibbons’s termination of certain contracts with the Company and their refusal to make various payments to the Company required by those contracts. MRG asserted counterclaims against Eventbrite for breach of one of the contracts in issue, as well as for breach of the implied covenant of good faith and fair dealing, unfair competition, and declaratory judgment. On October 1, 2020, Eventbrite moved to dismiss MRG’s counterclaims and certain of MRG and Gibbons’s affirmative defenses. The Court denied Eventbrite’s motion, and the case is presently in the discovery phase. No other motions have been filed, and no other rulings have issued. The case is in its early stages, and the Company cannot presently predict the likelihood of success. 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. Tax Matters 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 $13.6 million and $14.8 million as of December 31, 2020 and 2019, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $1.5 million and $1.4 million as of December 31, 2020 and 2019, 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 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock 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. Equity Incentive Plans 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 Stock Plan (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 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, 2020, there were 9,668,594 and 4,006,658 options issued and outstanding under the 2010 Plan and 2018 Plan, respectively (collectively, the Plans). The Company reserved 6,945,206 shares of Class A common stock and are available for grant under the Company's 2018 Plan. Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans may be granted at an exercise price per share not less than the fair value at the date of grant and are exercisable up to ten years. Stock Option Activity Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate 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 Granted 3,062,634 9.15 Exercised (3,255,264) 5.92 23,152 Cancelled (1,816,139) 11.08 Balance as of December 31, 2020 13,675,252 9.82 6.4 113,499 Vested and exercisable as of December 31, 2020 8,960,124 8.80 5.2 83,573 Vested and expected to vest as of December 31, 2020 13,371,502 9.78 6.3 111,470 The aggregate intrinsic value in the table above represents the difference between the fair value of common stock and the exercise price of outstanding, in-the-money stock options at December 31, 2020. As of December 31, 2020, the total unrecognized stock-based compensation expense related to stock options outstanding was $27.5 million, which will be recognized over a weighted-average period of 2.46 years. The weighted-average fair value of stock options granted was $4.74, $8.57 and $8.16 for the years ended December 31, 2020, 2019 and 2018, respectively. Restricted Stock Units Activity Restricted stock activity for the year ended December 31, 2020 is presented as follows: Outstanding Weighted-average grant date fair value per share Weighted- Aggregate Balance at December 31, 2018 670,606 $ 24.71 Awarded 4,049,368 20.38 Released (437,844) Cancelled (490,587) 25.21 Balance at December 31, 2019 3,791,543 20.44 Awarded 3,377,338 10.40 Released (1,320,719) 16.58 Cancelled (2,082,236) 18.03 Balance at December 31, 2020 3,765,926 14.16 1.4 $ 68,164 Vested and expected to vest as of December 31, 2020 3,346,952 14.05 1.3 60,580 The Company recognized $22.3 million, $14.2 million and $8.7 million of stock-based compensation expense related to RSUs during the year ended December 31, 2020, 2019 and 2018 respectively. As of December 31, 2020, the total unrecognized stock-based compensation expense related to RSUs outstanding was $42.3 million, which will be recognized over a weighted-average period of 2.62 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. There were no performance based awards issued during the years ended December 31, 2020 and 2019. Employee Stock Purchase plan In August 2018, the board of directors adopted, and stockholders approved, the 2018 Employee Stock Purchase Plan (ESPP). Subject to any plan limitations, the 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. Every January 1, the number of shares of Class A common stock reserved and available for issuance under the ESPP will be cumulatively increased by the lesser of (1) 1,534,500 shares of Class A common stock, (2) one percent of the number of shares of Class A and Class B common stock of the Company outstanding on the immediately preceding December 31 or (3) a lesser number of shares of Class A common stock as determined by the board of directors. A total of 171,315 shares were purchased under the ESPP during the year ended December 31, 2020, and as of that date, 2,732,521 shares of Class A common stock were available for future issuance under the ESPP. A total of 271,294 shares were purchased under the ESPP during the year ended December 31, 2019. No shares of Class A common stock were purchased under the ESPP during the year ended December 31, 2018. The Company recorded $1.4 million, $1.2 million and $0.4 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2020, 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. There were no outstanding common stock subject to repurchase at December 31, 2020. 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. 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. 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. 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, 2020 2019 2018 Expected dividend yield — — — Expected volatility 54.7-64.6% 48.8 - 49.7% 43.5 - 48.2% Risk-free interest rate 0.34 - 0.67% 1.32 - 2.58% 2.96 - 3.09% Expected term (years) 5.07 - 6.08 5.04 - 6.08 5.28 - 6.08 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, 2020 2019 2018 Expected dividend yield — — — Expected volatility 81.2 - 99.9% 43.3 - 58.9% 48.5% Risk-free interest rate 0.10 - 0.18% 1.62 - 2.31% 2.37% Expected term (years) 0.5 0.5 0.7 Stock-based compensation expense recognized in connection with stock options, restricted stock and the ESPP during the year ended December 31, 2020, 2019 and 2018 were as follows: Year Ended December 31, 2020 2019 2018 Cost of net revenue $ 1,146 $ 1,397 $ 429 Product development 13,244 11,130 5,813 Sales, marketing and support 4,778 5,471 3,570 General and administrative 21,047 19,596 20,419 Total $ 40,215 $ 37,594 $ 30,231 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
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. 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, stock options to purchase common stock, early exercised stock options, restricted stock units and ESPP are considered common shares equivalents, but have been excluded from the calculation of diluted net loss per share as their effect is 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, 2020 2019 2018 Net loss $ (224,718) $ (68,760) $ (64,078) Weighted-average shares used in computing net loss per share, basic and diluted 89,335 81,979 37,540 Net loss per share, basic and diluted $ (2.52) $ (0.84) $ (1.71) 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, 2020 2019 2018 Stock options to purchase common stock 13,675 15,684 22,013 Shares related to convertible senior notes 11,909 — — Restricted stock and restricted stock units 3,766 4,347 686 Early exercised options — 19 56 ESPP 66 — — Total shares of potentially dilutive securities 29,416 20,050 22,755 As we expect to settle the principal amount of our convertible senior notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. Despite the average market price of the Company's common stock which exceeds the conversion price of $12.60 per share, the conversion spread of 11.9 million shares does not impact our net loss per share calculation as it would have an anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before the provision for income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (217,874) $ (60,807) $ (50,133) International (6,924) (8,145) (12,795) Total $ (224,798) $ (68,952) $ (62,928) The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Current tax expense (benefit) Federal $ — $ (17) $ 234 State (56) 93 (10) Foreign 159 112 823 Total current tax expense (benefit) 103 188 1,047 Deferred tax expense (benefit) Federal 316 315 317 State 112 171 153 Foreign (611) (866) (367) Total deferred tax expense (benefit) (183) (380) 103 Total income tax provision (benefit) $ (80) $ (192) $ 1,150 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, 2020 2019 2018 Federal tax benefit at statutory rate $ (47,209) $ (14,480) $ (13,298) State tax 56 93 (10) Foreign rate differential (153) 136 1,315 Non-deductible permanent items 268 (468) 4,129 Stock-based compensation (1,550) (9,850) (1,178) Tax credits (382) (1,403) (922) Change in valuation allowance 48,890 25,780 11,114 Total $ (80) $ (192) $ 1,150 The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2020 2019 (1) Deferred tax assets: Net operating losses $ 108,110 $ 75,415 Accruals and reserves 16,138 3,514 Tax credit carryforward 11,999 11,013 Stock-based compensation 10,501 8,280 Deferred interest 6,163 2,586 Depreciation and amortization 4,014 3,750 Lease liability 2,267 3,181 Total deferred tax assets 159,192 107,739 Valuation allowance (148,011) (104,298) Net deferred tax assets 11,181 3,441 Deferred tax liabilities: Depreciation and amortization (1,778) (2,550) Debt (8,945) — Right of use asset (1,935) (2,550) Net deferred taxes $ (1,477) $ (1,659) (1) The prior year amounts presented in the table above have been reclassified to conform with the current year presentation. 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 vast majority of its federal, state, and certain foreign deferred tax assets will not be realized as of December 31, 2020 and 2019. The total valuation allowance recorded as of December 31, 2020 and December 31, 2019 was $148.0 million and $104.3 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, 2020 Deferred tax asset valuation allowance $ 104,298 55,533 (11,820) — $ 148,011 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 As of December 31, 2020 and 2019, the Company has net operating loss carryforwards for federal income tax purposes of $387.3 million and $251.0 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 $82.8 million and $70.3 million of net operating loss carryforwards available to reduce future taxable income, for California state income tax purposes for the years ended December 31, 2020 and 2019, 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, 2020 and 2019, the Company had foreign net operating loss carryforwards of $13.7 million and $13.5 million, respectively, which will expire at various dates beginning in 2021, if not utilized. As of December 31, 2020, the Company had Federal and California Research and Development Credits of $11.4 million and $10.6 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, 2020 and 2019, the Company had California EZ Hiring Tax Credits of $2.1 million. The California Hiring Tax Credits will begin to expire, if not utilized, in 2021. As of December 31, 2020 and 2019, the Company had foreign tax credits of $0.2 million. The foreign tax credits will begin to expire, if not utilized, in 2028. As of December 31, 2020 and 2019, the Company had unrecognized tax benefits of $11.2 million and $9.8 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 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 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,333 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 7 Balance as of December 31, 2020 $ 11,164 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, 2020, $0.1 million of the Company’s gross unrecognized tax benefits, if recognized, would affect the effective tax rate and, $11.1 million would result in an adjustment to deferred tax assets with corresponding adjustments to valuation allowance. 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, 2020 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, 2020 | |
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, 2020 2019 2018 United States $ 73,350 $ 236,845 $ 211,705 International 32,656 89,956 79,906 Total net revenue $ 106,006 $ 326,801 $ 291,611 Except for the United Kingdom, no individual country, included in International net revenue, represents more than 10% of the total consolidated net revenue for any of the periods presented. The increase in the United Kingdom's net revenue in the third quarter of 2020, is primarily attributed to a payment for service fees received from a customer as part of an early termination agreement. 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, 2020 | |
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. |
Revision of Consolidated Financial Statements and Prior Period Reclassification | In connection with the preparation of its financial statements for the year ended December 31, 2020, the Company identified an error within the Company’s consolidated statement of cash flows for the year ended December 31, 2019, which accompanying financial statements have been revised to correct for such error. The impact of such revision resulted in net cash provided by operating activities increasing by $1,297 to $29,955 and net cash used in financing activities increasing by $1,297 to $32,817 for the year ended December 31, 2019. The Company evaluated the error and concluded that it was not material to the 2019 financial statements previously issued. These revisions have no impact on our previously reported consolidated net income, financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as reported on the Company's consolidated statements of cash flows.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, chargebacks and refunds reserve, 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, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, and indirect tax reserves . 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 In December 2019, the Financial Accounting Standards Board (FASB) issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes (ASU 2019-12). This standard simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820) : Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13). The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations. In June 2016, the FASB issued ASU 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 adopted this new standard effective January 1, 2020 and has considered forward-looking information in its measurement and recognition of expected credit losses for its accounts receivables, creator signing fees, creator advances and advanced payouts, including consideration of the financial statement effects of the COVID-19 pandemic. Refer to Note 3, Note 4 and Note 5 for further information. Recently Issued Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815) , which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The amendments in this update are effective for fiscal years beginning after December 15, 2021. Early adoption is permitted, but no earlier than annual periods beginning after December 15, 2020. The Company is evaluating the accounting, transition and disclosure requirements of this standard. |
Revenue Recognition and Cost of Net Revenue | Revenue Recognition The Company adopted and began applying ASC 606 on January 1, 2019 in accordance with ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) using a modified retrospective approach to contracts which were not completed as of the adoption date. The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019. 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 had a contract liability of $0.8 million recorded as of December 31, 2019. 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 $181.1 million and $257.3 million as of December 31, 2020 and 2019, 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 primarily 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 and Equipment, Net | Property 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. |
Leases | 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 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 depreciation 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. 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 Company determines if an arrangement is a lease at inception. In calculating the present value of the lease payments, the Company utilizes its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. Our lease terms include periods under options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Generally, the operating lease right-of-use asset and associated lease liability do not consider the option to extend the term, as the Company is not reasonably certain of exercising the extension option. |
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. |
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 and other current liabilities approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt. Refer to Note 10 “Debt” for details regarding the fair value of our term loans and convertible senior notes. |
Business Combinations | The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. 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. Such valuations require the Company 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 and trade names from a market participant perspective, useful lives and discount rates. Our 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. |
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 in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. On January 1, 2020, the Company adopted ASU 2017-04, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company determined that the conditions resulting from the COVID-19 pandemic and the decline in the market value of our common stock warranted an assessment of its goodwill carrying amount. During the year ended December 31, 2020, the Company performed an analysis by comparing our estimated fair value to our carrying amount, including goodwill. Our analysis indicated that its estimated fair value, using the market price |
Acquired Intangible Assets, Net | Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from our 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, which is straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheets. The Company evaluates the recoverability of their acquired 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. We determined that the conditions resulting from the COVID-19 pandemic warranted an assessment of intangible assets carrying amount. During the year ended December 31, 2020, we performed an analysis by comparing the undiscounted future cash flows to the carrying amount and concluded no impairment of the carrying value was required. |
Impairment of Long-lived Assets | The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets and right-of-use operating lease 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. |
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. |
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 |
Chargebacks and Refunds Reserve | The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in significant chargebacks and refund requests. If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, the Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. The Company records estimates for losses related to chargebacks and refunds of the face value of tickets as an operating expense classified within sales, marketing and support. Reserves are recorded based on the Company's assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, the size and nature of future events, the status of and remaining time to event date, macro-economic conditions and actual chargeback and refund activity during the current year. The chargebacks and refunds reserve was $33.2 million and $2.7 million as of December 31, 2020 and December 31, 2019, respectively. The increase in the reserve balance during the year ended December 31, 2020 was the result of estimated losses from the advance payout program and estimated future refunds of its fees, relating largely to the COVID-19 pandemic. Prior to March 31, 2020, the Company included its chargebacks and refunds reserve in other accrued liabilities on the consolidated balance sheets, and has reclassified the balance as of December 31, 2019 on the condensed consolidated balance sheets included in this Annual Report on Form 10-K to be consistent with the presentation as of December 31, 2020. |
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. |
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. |
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 stated 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. |
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. |
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. |
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. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restructuring and Related Costs | Restructuring and other charges by type for the RIF for the period were as follows (in thousands): Year Ended December 31, 2020 Employee severance and post-termination benefit arrangements $ 7,498 Asset impairments and loss on disposals 1,879 Other charges 144 Total restructuring and other charges $ 9,521 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Cash and cash equivalents $ 505,756 $ 420,712 $ 437,892 Restricted cash 2,674 2,228 1,508 Total cash, cash equivalents and restricted cash $ 508,430 $ 422,940 $ 439,400 |
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, 2020 2019 2018 Cash and cash equivalents $ 505,756 $ 420,712 $ 437,892 Restricted cash 2,674 2,228 1,508 Total cash, cash equivalents and restricted cash $ 508,430 $ 422,940 $ 439,400 |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property 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 Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2020 2019 Capitalized internal-use software development costs 49,202 44,194 Furniture and fixtures 3,594 3,861 Computers and computer equipment 6,926 14,836 Leasehold improvements 7,690 8,393 Finance lease right-of-use assets 607 1,005 68,019 72,289 Less: Accumulated depreciation and amortization (56,445) (52,554) Property and equipment, net $ 11,574 $ 19,735 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2020 2019 Accounts receivable, customers $ 1,494 $ 4,979 Allowance for doubtful accounts (1,036) (2,047) Accounts receivable, net $ 458 $ 2,932 December 31, 2020 2019 Balance, beginning of period $ 23,204 $ 23,142 Creator advances paid 7,740 36,081 Creator advances recouped (10,257) (30,396) Write-offs and other adjustments (14,036) (5,623) Balance, end of period $ 6,651 $ 23,204 Creator advances, net $ 6,651 $ 22,282 Creator advances, noncurrent — 922 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Balance, beginning of period $ 26,307 $ 17,005 Creator signing fees paid 3,961 21,216 Amortization of creator signing fees (8,553) (10,858) Write-offs and other adjustments (12,220) (1,056) Balance, end of period $ 9,495 $ 26,307 Creator signing fees, net $ 3,657 $ 9,597 Creator signing fees, noncurrent 5,838 16,710 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Summary of Activity in Creator Advances | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2020 2019 Accounts receivable, customers $ 1,494 $ 4,979 Allowance for doubtful accounts (1,036) (2,047) Accounts receivable, net $ 458 $ 2,932 December 31, 2020 2019 Balance, beginning of period $ 23,204 $ 23,142 Creator advances paid 7,740 36,081 Creator advances recouped (10,257) (30,396) Write-offs and other adjustments (14,036) (5,623) Balance, end of period $ 6,651 $ 23,204 Creator advances, net $ 6,651 $ 22,282 Creator advances, noncurrent — 922 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | The estimated useful lives of the Company’s property 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 Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2020 2019 Capitalized internal-use software development costs 49,202 44,194 Furniture and fixtures 3,594 3,861 Computers and computer equipment 6,926 14,836 Leasehold improvements 7,690 8,393 Finance lease right-of-use assets 607 1,005 68,019 72,289 Less: Accumulated depreciation and amortization (56,445) (52,554) Property and equipment, net $ 11,574 $ 19,735 |
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, 2020 2019 2018 Depreciation expense $ 4,194 $ 5,950 $ 5,201 Capitalized internal-use software development costs 5,008 8,993 7,809 Amortization of capitalized internal-use software development costs 7,866 7,562 6,240 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
Components of Operating Lease Cost | The components of operating lease costs for the year ended December 31, 2020 were as follows (in thousands): Operating lease costs $ 8,827 Sublease income (4,207) Total operating lease costs, net $ 4,620 |
Maturities of Operating Lease Liabilities | As of December 31, 2020, maturities of operating lease liabilities were as follows (in thousands): 2021 $ 5,402 2022 3,699 2023 3,586 2024 2,291 2025 2,034 Thereafter 862 Total operating lease payments 17,874 Less: Imputed interest (1,417) Total operating lease liabilities $ 16,457 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 4,940 Operating lease liabilities, noncurrent 11,517 Total operating lease liabilities $ 16,457 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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): Goodwill $ 3,828 Intangible assets 3,750 Operating lease right-of-use assets 411 Other assets 104 Operating lease liabilities (416) Other current liabilities (177) Total purchase price $ 7,500 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 |
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: Cost Estimated Developed technology $ 3,300 4 Customer relationships 400 2.5 Trademark 50 2 Total acquired intangible assets $ 3,750 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 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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 December 31, 2018 170,560 Additions from acquisitions — At December 31, 2019 170,560 Additions from acquisitions 3,828 At December 31, 2020 $ 174,388 |
Acquired Intangible Assets | Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2020 Cost Accumulated Net Book Weighted- Developed technology $ 22,396 $ 19,194 $ 3,202 3.9 Customer relationships 74,884 35,800 39,084 4.4 Tradenames 1,650 1,603 47 1.9 Acquired intangible assets, net $ 98,930 $ 56,597 $ 42,333 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, 2020 2019 2018 Cost of net revenue $ 143 $ 434 $ 11,834 Sales, marketing and support 10,430 10,381 10,236 General and administrative 3 — 1,098 Total amortization of acquired intangible assets $ 10,576 $ 10,815 $ 23,168 |
Total Expected Future Amortization Expense for Acquired Intangible Assets | As of December 31, 2020, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2021 $ 11,217 2022 9,209 2023 8,593 2024 8,300 2025 5,014 Thereafter — Total expected future amortization expense $ 42,333 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Key Terms and Details of Term Loan Borrowings and Composition of Term Loans | As of December 31, 2020, long-term debt consisted of the following (in thousands): Term Loans Convertible Notes (2025 Notes) Total Outstanding principal balance $ 125,000 $ 150,000 $ 275,000 Payment in Kind interest 6,784 — 6,784 Less: Unamortized discount (22,387) (43,973) (66,360) Less: Debt issuance costs (5,156) (3,638) (8,794) Carrying amount, long-term debt $ 104,241 $ 102,389 $ 206,630 |
Interest Income and Interest Expense Disclosure | The following tables set forth the total interest expense recognized related to the Term Loans and liability component for the 2025 Notes (in thousands): Year Ended December 31, 2020 Term Loans Convertible Notes (2025 Notes) Total Cash interest expense 3,192 4,083 7,275 Payment in Kind interest 6,784 — 6,784 Amortization of debt discount 5,428 3,277 8,705 Amortization of debt issuance costs 1,250 271 1,521 Total interest expense $ 16,654 $ 7,631 $ 24,285 |
Carrying Amount of the Equity Component of Convertible Debt | The net carrying amount of the equity component of the 2025 Notes as of December 31, 2020 was as follows: Convertible Notes (2025 Notes) Proceeds allocated to the conversion option $ 47,250 Less: issuance costs (1,798) Carrying amount of the equity component $ 45,452 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Cash Obligations and Rights | The following table summarizes our consolidated contractual cash obligations and rights as of December 31, 2020 (in thousands): Payments due by Year Total 2021 2022 2023 2024 2025 Thereafter Term Loans Due 2025 $ 125,000 $ — $ — $ — $ — $ 125,000 $ — Interest obligations on Term Loans (1) 94,629 5,520 6,011 6,546 7,149 69,403 — Convertible Senior Notes Due 2025 150,000 — — — — 150,000 — Interest obligations on Convertible Senior Notes (1) 37,521 7,500 7,500 7,500 7,521 7,500 — Operating lease obligations (2) 17,874 5,402 3,699 3,586 2,291 2,034 862 Sublease income (1,833) (1,472) (240) (121) — — — Future creator signing fees and creator advances (3) 21,752 11,320 5,676 4,102 654 — — Purchase Commitments (4) 24,150 3,208 4,375 6,038 6,650 3,879 — Total $ 469,093 $ 31,478 $ 27,021 $ 27,651 $ 24,265 $ 357,816 $ 862 (1) Represents aggregate interest obligations for the Company's outstanding respective Term loans and Convertible Senior Notes that are payable in cash, excluding non-cash amortization of debt issuance costs. Borrowings under the term loans bear interest at a rate per annum equal to (i) 4.0% payable in Cash Pay Interest and (ii) 8.5% Payment in Kind (PIK) Interest. The Convertible Senior Notes bear interest at a fixed rate of 5.000% per year. (2) Consists of the Company's operating lease obligations (partially offset by sublease income) for office space under non-cancelable agreements. Total payments listed represent total minimum future lease payments. (3) Future 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 Company's contracts state that these future payments require the customer to meet certain revenue milestones or minimum ticket sales provisions in order to earn the payment, and if that milestone or minimum is not met, we are not required to make such payment. (4) Consists of non-cancelable purchase commitments for enterprise support services entered in the ordinary course of business. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stock Option Activity | Stock option activity under the Plans is as follows: Outstanding Weighted- Weighted- Aggregate 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 Granted 3,062,634 9.15 Exercised (3,255,264) 5.92 23,152 Cancelled (1,816,139) 11.08 Balance as of December 31, 2020 13,675,252 9.82 6.4 113,499 Vested and exercisable as of December 31, 2020 8,960,124 8.80 5.2 83,573 Vested and expected to vest as of December 31, 2020 13,371,502 9.78 6.3 111,470 |
Restricted Stock Unit Activity | Restricted stock activity for the year ended December 31, 2020 is presented as follows: Outstanding Weighted-average grant date fair value per share Weighted- Aggregate Balance at December 31, 2018 670,606 $ 24.71 Awarded 4,049,368 20.38 Released (437,844) Cancelled (490,587) 25.21 Balance at December 31, 2019 3,791,543 20.44 Awarded 3,377,338 10.40 Released (1,320,719) 16.58 Cancelled (2,082,236) 18.03 Balance at December 31, 2020 3,765,926 14.16 1.4 $ 68,164 Vested and expected to vest as of December 31, 2020 3,346,952 14.05 1.3 60,580 |
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, 2020 2019 2018 Expected dividend yield — — — Expected volatility 54.7-64.6% 48.8 - 49.7% 43.5 - 48.2% Risk-free interest rate 0.34 - 0.67% 1.32 - 2.58% 2.96 - 3.09% Expected term (years) 5.07 - 6.08 5.04 - 6.08 5.28 - 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, 2020 2019 2018 Expected dividend yield — — — Expected volatility 81.2 - 99.9% 43.3 - 58.9% 48.5% Risk-free interest rate 0.10 - 0.18% 1.62 - 2.31% 2.37% Expected term (years) 0.5 0.5 0.7 |
Stock-Based Compensation Expense | Stock-based compensation expense recognized in connection with stock options, restricted stock and the ESPP during the year ended December 31, 2020, 2019 and 2018 were as follows: Year Ended December 31, 2020 2019 2018 Cost of net revenue $ 1,146 $ 1,397 $ 429 Product development 13,244 11,130 5,813 Sales, marketing and support 4,778 5,471 3,570 General and administrative 21,047 19,596 20,419 Total $ 40,215 $ 37,594 $ 30,231 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 Net loss $ (224,718) $ (68,760) $ (64,078) Weighted-average shares used in computing net loss per share, basic and diluted 89,335 81,979 37,540 Net loss per share, basic and diluted $ (2.52) $ (0.84) $ (1.71) |
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, 2020 2019 2018 Stock options to purchase common stock 13,675 15,684 22,013 Shares related to convertible senior notes 11,909 — — Restricted stock and restricted stock units 3,766 4,347 686 Early exercised options — 19 56 ESPP 66 — — Total shares of potentially dilutive securities 29,416 20,050 22,755 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Loss Before the Provision For (Benefit From) Income Taxes | Loss before the provision for income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2020 2019 2018 Domestic $ (217,874) $ (60,807) $ (50,133) International (6,924) (8,145) (12,795) Total $ (224,798) $ (68,952) $ (62,928) |
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, 2020 2019 2018 Current tax expense (benefit) Federal $ — $ (17) $ 234 State (56) 93 (10) Foreign 159 112 823 Total current tax expense (benefit) 103 188 1,047 Deferred tax expense (benefit) Federal 316 315 317 State 112 171 153 Foreign (611) (866) (367) Total deferred tax expense (benefit) (183) (380) 103 Total income tax provision (benefit) $ (80) $ (192) $ 1,150 |
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, 2020 2019 2018 Federal tax benefit at statutory rate $ (47,209) $ (14,480) $ (13,298) State tax 56 93 (10) Foreign rate differential (153) 136 1,315 Non-deductible permanent items 268 (468) 4,129 Stock-based compensation (1,550) (9,850) (1,178) Tax credits (382) (1,403) (922) Change in valuation allowance 48,890 25,780 11,114 Total $ (80) $ (192) $ 1,150 |
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, 2020 2019 (1) Deferred tax assets: Net operating losses $ 108,110 $ 75,415 Accruals and reserves 16,138 3,514 Tax credit carryforward 11,999 11,013 Stock-based compensation 10,501 8,280 Deferred interest 6,163 2,586 Depreciation and amortization 4,014 3,750 Lease liability 2,267 3,181 Total deferred tax assets 159,192 107,739 Valuation allowance (148,011) (104,298) Net deferred tax assets 11,181 3,441 Deferred tax liabilities: Depreciation and amortization (1,778) (2,550) Debt (8,945) — Right of use asset (1,935) (2,550) Net deferred taxes $ (1,477) $ (1,659) (1) The prior year amounts presented in the table above have been reclassified to conform with the current year presentation. |
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, 2020 Deferred tax asset valuation allowance $ 104,298 55,533 (11,820) — $ 148,011 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 |
Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 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 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 1,333 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 7 Balance as of December 31, 2020 $ 11,164 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 2018 United States $ 73,350 $ 236,845 $ 211,705 International 32,656 89,956 79,906 Total net revenue $ 106,006 $ 326,801 $ 291,611 |
Overview and Basis of Present_3
Overview and Basis of Presentation - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Apr. 30, 2020 | Sep. 30, 2018USD ($)shares | Dec. 31, 2020USD ($)segmentshares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($)shares | Sep. 30, 2019$ / sharesshares | |
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) | shares | 41,628,207 | |||||
Net cash provided by (used in) operating activities | $ (156,892) | $ 29,955 | 7,162 | |||
Net cash provided by (used in) financing activities | 255,039 | (32,817) | 240,056 | |||
Increase in marketing and support expense | 84,259 | 102,874 | 83,428 | |||
Decrease in general and administrative expense | $ (103,146) | (100,541) | (80,134) | |||
Percent of workforce reduction | 45.00% | |||||
Number of operating segments | segment | 1 | |||||
Number of reportable segments | segment | 1 | |||||
Revision | ||||||
Class of Stock [Line Items] | ||||||
Net cash provided by (used in) operating activities | 1,297 | |||||
Net cash provided by (used in) financing activities | $ (1,297) | |||||
Prior Period Reclassification | ||||||
Class of Stock [Line Items] | ||||||
Increase in marketing and support expense | 13,600 | |||||
Decrease in general and administrative expense | $ 13,600 | |||||
Series G Redeemable Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 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) | 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) | shares | 688,973 | 43,255,565 | ||||
Class A Common Stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in initial public offering (in shares) | 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) | shares | 1,500,000 | |||||
Class B Common Stock | Common Stock | ||||||
Class of Stock [Line Items] | ||||||
Conversion of convertible stock (in shares) | shares | (688,973) | (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) | shares | 42,188,624 | |||||
Class B Common Stock | Common Stock | Conversion of Warrants | ||||||
Class of Stock [Line Items] | ||||||
Conversion of convertible stock (in shares) | shares | 997,193 |
Overview and Basis of Present_4
Overview and Basis of Presentation - Restructuring and Other Charges by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Employee severance and post-termination benefit arrangements | $ 7,498 | |
Asset impairments and loss on disposals | 1,879 | |
Other charges | 144 | |
Restructuring and other charges | $ 9,500 | $ 9,521 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 11, 2020 | Jan. 01, 2019 | Sep. 30, 2018 | Dec. 31, 2017 | |
Significant Accounting Policies [Line Items] | |||||||
Equity | $ 315,572 | $ 425,815 | $ 415,222 | $ (155,814) | |||
Contract liabilities | 800 | ||||||
Cash and cash equivalents | 505,756 | 420,712 | 437,892 | ||||
Funds receivable | 10,807 | 54,896 | |||||
Operating lease costs | 8,827 | ||||||
Depreciation expense | 4,194,000 | 5,950,000 | 5,201,000 | ||||
Interest expense | 7,275 | ||||||
Operating lease right-of-use assets | 13,886 | 22,160 | |||||
Operating lease liabilities | $ 16,457 | ||||||
Deferred rent obligations and lease incentives | 1,700 | ||||||
Accounts payable, unremitted ticket sale proceeds, net of fees and taxes | 5 days | ||||||
Advance payouts to creators | $ 226,600 | $ 354,000 | |||||
Chargebacks and refunds reserve | 33,225 | 2,699 | |||||
Advertising expense | 1,100 | 4,600 | 1,600 | ||||
Deferred offering costs | $ 5,500 | ||||||
Foreign currency remeasurement gain (loss) | (2,600) | 1,100 | (7,400) | ||||
Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (597,544) | (372,826) | (302,695) | $ (238,617) | |||
Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (600) | ||||||
Capitalized Internal-Use Software Development Costs | |||||||
Significant Accounting Policies [Line Items] | |||||||
Estimated useful life | 2 years | ||||||
ASU 2016-02 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Derecognition of build-to-suit asset and improvements | 26,700 | ||||||
Derecognition of lease financing obligation | 28,900 | ||||||
Operating lease right-of-use assets | 25,700 | ||||||
Operating lease liabilities | 29,700 | ||||||
Finance lease right-of-use assets | 400 | ||||||
Finance lease liabilities | 500 | ||||||
Deferred tax liability related to right-of-use asset | 2,500 | ||||||
Deferred tax liability related to lease asset | $ 3,000 | ||||||
ASU 2016-02 | Cumulative Effect Adjustment upon Adoption of ASU | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | (771) | ||||||
ASU 2016-02 | Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (771) | ||||||
ASU 2016-02 | San Francisco Office Lease | |||||||
Significant Accounting Policies [Line Items] | |||||||
Operating lease costs | $ 3,700 | ||||||
Depreciation expense | (500) | ||||||
Interest expense | (3,300) | ||||||
Tickets Sold on Behalf of Creators | |||||||
Significant Accounting Policies [Line Items] | |||||||
Funds receivable | 10,000 | 51,100 | |||||
Creator Cash | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | $ 181,100 | $ 257,300 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 505,756 | $ 420,712 | $ 437,892 | |
Restricted cash | 2,674 | 2,228 | 1,508 | |
Total cash, cash equivalents and restricted cash | $ 508,430 | $ 422,940 | $ 439,400 | $ 192,221 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2020 | |
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 |
Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Accounts Receivable, Net - Narr
Accounts Receivable, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Unusual or Infrequent Item, or Both [Line Items] | |||
Incremental allowance for doubtful accounts | $ 17,634 | $ 2,433 | $ 2,742 |
COVID-19 | |||
Unusual or Infrequent Item, or Both [Line Items] | |||
Incremental allowance for doubtful accounts | $ 1,000 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable, customers | $ 1,494 | $ 4,979 |
Allowance for doubtful accounts | (1,036) | (2,047) |
Accounts receivable, net | $ 458 | $ 2,932 |
Creator Signing Fees, Net - Nar
Creator Signing Fees, Net - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |||
Amortization of creator signing fees | $ 8,553 | $ 10,858 | $ 7,086 |
Creator signing fees, amortization period | 3 years 3 months 18 days |
Creator Signing Fees, Net - Sum
Creator Signing Fees, Net - Summary of the Activity in Creator Signing Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Activity in creator signing fees: | |||
Balance, beginning of period | $ 26,307 | $ 17,005 | |
Creator signing fees paid | 3,961 | 21,216 | |
Amortization of creator signing fees | (8,553) | (10,858) | $ (7,086) |
Write-offs and other adjustments | (12,220) | (1,056) | |
Balance, end of period | 9,495 | 26,307 | $ 17,005 |
Creator signing fees, net | 3,657 | 9,597 | |
Creator signing fees, noncurrent | $ 5,838 | $ 16,710 |
Creator Advances, Net (Details)
Creator Advances, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 23,204 | $ 23,142 |
Creator advances paid | 7,740 | 36,081 |
Creator advances recouped | (10,257) | (30,396) |
Write-offs and other adjustments | (14,036) | (5,623) |
Balance, end of period | 6,651 | 23,204 |
Creator advances, net | 6,651 | 22,282 |
Creator advances, noncurrent | $ 0 | $ 922 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 607 | $ 1,005 |
Property and equipment | 68,019 | 72,289 |
Less: Accumulated depreciation and amortization | (56,445) | (52,554) |
Property and equipment, net | 11,574 | 19,735 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 49,202 | 44,194 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,594 | 3,861 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,926 | 14,836 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,690 | $ 8,393 |
Property and Equipment, Net - C
Property and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 4,194,000 | $ 5,950,000 | $ 5,201,000 |
Capitalized internal-use software development costs | 5,008 | 8,993 | 7,809 |
Amortization of capitalized internal-use software development costs | $ 7,866 | $ 7,562 | $ 6,240 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | |
Cash payments for operating lease liabilities | $ 9.7 |
Weighted-average remaining operating lease term | 4 years 3 months 18 days |
Weighted-average discount rate on operating leases | 3.30% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 5 years |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Leases [Abstract] | |
Operating lease costs | $ 8,827 |
Sublease income | (4,207) |
Total operating lease costs, net | $ 4,620 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2021 | $ 5,402 | |
2022 | 3,699 | |
2023 | 3,586 | |
2024 | 2,291 | |
2025 | 2,034 | |
Thereafter | 862 | |
Total | 17,874 | |
Less: Imputed interest | (1,417) | |
Total operating lease liabilities | 16,457 | |
Operating lease liabilities, current | 4,940 | $ 9,115 |
Operating lease liabilities, noncurrent | $ 11,517 | $ 16,162 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) shares in Thousands, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 | Aug. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||||||
Acquisition-date cash payments | $ 6,375 | $ 0 | $ (12,611) | |||
Purchase consideration | $ 11,400 | |||||
ToneDen | ||||||
Business Acquisition [Line Items] | ||||||
Percentage of interests acquired | 100.00% | |||||
Acquisition-date cash payments | $ 6,400 | |||||
Purchase consideration | 7,500 | |||||
Cash holdback | $ 1,100 | |||||
Cash holdback period | 18 months | |||||
Acquisition costs | $ 200 | |||||
Picatic | ||||||
Business Acquisition [Line Items] | ||||||
Purchase consideration | $ 2,900 | |||||
Acquisition costs | 300 | |||||
Payments to acquire businesses | $ 1,300 | |||||
Shares issued as consideration (in shares) | 81 | |||||
Ticketea | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition costs | $ 500 | |||||
Payments to acquire businesses | $ 3,600 | |||||
Shares issued as consideration (in shares) | 700 | |||||
Number of shares held in escrow (in shares) | 100 |
Acquisitions - Summary of the E
Acquisitions - Summary of the Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Nov. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Aug. 31, 2018 | Apr. 30, 2018 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 174,388 | $ 170,560 | $ 170,560 | $ 11,156 | ||
Operating lease right-of-use assets | $ 411 | |||||
Intangible assets | 3,601 | |||||
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 | |||||
Operating lease liabilities | (416) | |||||
Accounts payable, creators | (19,671) | |||||
Other current liabilities | (650) | |||||
Total purchase price | 14,299 | |||||
ToneDen | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 3,828 | |||||
Intangible assets | 3,750 | |||||
Other assets | 104 | |||||
Other current liabilities | (177) | |||||
Total purchase price | $ 7,500 | |||||
Picatic | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | 2,219 | |||||
Intangible assets | 507 | |||||
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) | |||||
Total purchase price | $ 2,862 | |||||
Ticketea | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 8,937 | |||||
Intangible assets | 3,094 | |||||
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) | |||||
Total purchase price | $ 11,437 |
Acquisitions - Finite-Lived Int
Acquisitions - Finite-Lived Intangible Assets Acquired as Part of Business Combination (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Nov. 30, 2020 | Aug. 31, 2018 | Apr. 30, 2018 | |
ToneDen | |||
Business Acquisition [Line Items] | |||
Cost | $ 3,750 | ||
Picatic | |||
Business Acquisition [Line Items] | |||
Cost | $ 507 | ||
Ticketea | |||
Business Acquisition [Line Items] | |||
Cost | $ 3,094 | ||
Developed technology | ToneDen | |||
Business Acquisition [Line Items] | |||
Cost | $ 3,300 | ||
Estimated useful life | 4 years | ||
Developed technology | Picatic | |||
Business Acquisition [Line Items] | |||
Cost | 0 | ||
Developed technology | Ticketea | |||
Business Acquisition [Line Items] | |||
Cost | $ 619 | ||
Estimated useful life | 1 year | ||
Customer relationships | ToneDen | |||
Business Acquisition [Line Items] | |||
Cost | $ 400 | ||
Estimated useful life | 2 years 6 months | ||
Customer relationships | Picatic | |||
Business Acquisition [Line Items] | |||
Cost | $ 507 | ||
Estimated useful life | 2 years 6 months | ||
Customer relationships | Ticketea | |||
Business Acquisition [Line Items] | |||
Cost | $ 2,475 | ||
Estimated useful life | 5 years | ||
Trademark | ToneDen | |||
Business Acquisition [Line Items] | |||
Cost | $ 50 | ||
Estimated useful life | 2 years |
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, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance | $ 170,560 | $ 170,560 |
Additions from acquisitions | 3,828 | 0 |
Balance | $ 174,388 | $ 170,560 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Acquired intangible assets, net: | ||
Cost | $ 98,930 | $ 95,180 |
Accumulated amortization | 56,597 | 46,022 |
Total expected future amortization expense | 42,333 | 49,158 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 22,396 | 19,096 |
Accumulated amortization | 19,194 | 19,062 |
Total expected future amortization expense | $ 3,202 | $ 34 |
Weighted- average remaining useful life | 3 years 10 months 24 days | 2 months 12 days |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | $ 74,884 | $ 74,484 |
Accumulated amortization | 35,800 | 25,360 |
Total expected future amortization expense | $ 39,084 | $ 49,124 |
Weighted- average remaining useful life | 4 years 4 months 24 days | 5 years 2 months 12 days |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | $ 1,650 | $ 1,600 |
Accumulated amortization | 1,603 | 1,600 |
Total expected future amortization expense | $ 47 | $ 0 |
Weighted- average remaining useful life | 1 year 10 months 24 days |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 10,576 | $ 10,815 | $ 23,168 |
Cost of net revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 143 | 434 | 11,834 |
Sales, marketing and support | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 10,430 | 10,381 | 10,236 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 3 | $ 0 | $ 1,098 |
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, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 11,217 | |
2022 | 9,209 | |
2023 | 8,593 | |
2024 | 8,300 | |
2025 | 5,014 | |
Thereafter | 0 | |
Total expected future amortization expense | $ 42,333 | $ 49,158 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 275,000,000 | |
Payment in Kind interest | 6,784,000 | |
Less: Unamortized discount | (66,360,000) | |
Less: Debt issuance costs | (8,794,000) | |
Total | 206,630,000 | $ 0 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 125,000,000 | |
Payment in Kind interest | 6,784,000 | |
Less: Unamortized discount | (22,387,000) | |
Less: Debt issuance costs | (5,156,000) | |
Total | 104,241,000 | |
Convertible Notes (2025 Notes) | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 150,000,000 | |
Payment in Kind interest | 0 | |
Less: Unamortized discount | (43,973,000) | |
Less: Debt issuance costs | (3,638,000) | |
Total | $ 102,389,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||
Jun. 30, 2020USD ($)daysegment$ / shares | May 31, 2020USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / shares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | |||||
Carrying amount, long-term debt | $ 206,630,000 | $ 0 | |||
Debt discount | 66,360,000 | ||||
Interest expense | 7,275,000 | ||||
Liability issuance costs | 0 | 457,000 | $ 0 | ||
Equity issuance costs | 0 | 413,000 | 0 | ||
Purchase of convertible notes capped calls | 15,600,000 | $ 0 | $ 0 | ||
Amortization of Debt Discount (Premium) | 8,705,000 | ||||
Amortization of debt issuance costs | 1,521,000 | ||||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 40,600,000 | ||||
Stock Purchase Agreement | |||||
Debt Instrument [Line Items] | |||||
Shares issued in initial public offering (in shares) | shares | 2,599,174 | ||||
Offering price (in dollars per share) | $ / shares | $ 0.01 | ||||
Stock Purchase Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 27,400,000 | ||||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Carrying amount, long-term debt | 104,241,000 | ||||
Debt discount | 22,387,000 | ||||
Interest expense | 3,192,000 | ||||
Amortization of Debt Discount (Premium) | 5,428,000 | ||||
Amortization of debt issuance costs | 1,250,000 | ||||
Term Loans | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Total cash costs | 13,200,000 | ||||
Debt issuance costs | 7,600,000 | ||||
Debt discount | $ 5,600,000 | ||||
Term Loans | Initial Term Loan and Delayed Draw Term Loan | |||||
Debt Instrument [Line Items] | |||||
Carrying amount, long-term debt | $ 125,000,000 | ||||
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Remaining life of debt instrument | 53 months | ||||
Cash pay interest rate | 4.00% | ||||
PIK interest rate | 8.50% | ||||
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Two | |||||
Debt Instrument [Line Items] | |||||
Optional prepayment percentage | 12.00% | ||||
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Three | |||||
Debt Instrument [Line Items] | |||||
Optional prepayment percentage | 10.00% | ||||
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Four | |||||
Debt Instrument [Line Items] | |||||
Optional prepayment percentage | 8.00% | ||||
Term Loans | Initial Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 125,000,000 | ||||
Debt issuance costs | $ 29,000,000 | ||||
Effective interest rate | 18.50% | ||||
Estimated fair value of long-term debt | $ 148,600,000 | ||||
Term Loans | Delayed Draw Term Loan | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 100,000,000 | 50,000,000 | |||
Debt issuance costs | $ 11,600,000 | ||||
Convertible Senior Notes | |||||
Debt Instrument [Line Items] | |||||
Carrying amount, long-term debt | 102,389,000 | ||||
Debt discount | 43,973,000 | ||||
Interest expense | 4,083,000 | ||||
Amortization of Debt Discount (Premium) | 3,277,000 | ||||
Amortization of debt issuance costs | 271,000 | ||||
Convertible Senior Notes | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Carrying amount, long-term debt | $ 150,000,000 | ||||
Remaining life of debt instrument | 59 months | ||||
Aggregate principal amount | $ 150,000,000 | ||||
Effective interest rate | 13.90% | ||||
Estimated fair value of long-term debt | $ 247,100,000 | ||||
Stated interest rate | 5.00% | ||||
Total issuance costs | $ 5,700,000 | ||||
Proceeds from issuance of debt, net of discounts and debt issuance costs | $ 144,300,000 | ||||
Conversion rate | 0.0793903 | ||||
Conversion price | $ / shares | $ 12.60 | $ 12.60 | |||
Threshold percentage of stock price trigger for redemption | 130.00% | ||||
Period over which default must be cured or waived after notice is given | 60 days | ||||
Amount of judgment payments rendered that classify as an Event of Default | $ 10,000,000 | ||||
Discharge or stay period for judgment | 45 days | ||||
Percent of the aggregate principal amount due upon Event of Default | 25.00% | ||||
Special interest rate period | 180 days | ||||
Special interest rate | 0.50% | ||||
Carrying amount of the equity component representing the conversion option | $ 47,300,000 | $ 45,452,000 | |||
Liability issuance costs | 3,900,000 | ||||
Equity issuance costs | $ 1,800,000 | ||||
Convertible Senior Notes | 2025 Notes | Capped Calls | |||||
Debt Instrument [Line Items] | |||||
Strike price (in dollars per share) | $ / shares | $ 12.60 | ||||
Cap price (in dollars per share) | $ / shares | $ 17.1520 | ||||
Purchase of convertible notes capped calls | $ 15,600,000 | ||||
Convertible Senior Notes | 2025 Notes | Conversion Condition 1 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 130.00% | ||||
Threshold trading days for conversion | segment | 20 | ||||
Threshold consecutive trading days for conversion | segment | 30 | ||||
Convertible Senior Notes | 2025 Notes | Conversion Condition 2 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 98.00% | ||||
Threshold consecutive trading days for conversion | day | 10 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | |||
Cash interest expense | $ 7,275 | ||
Payment in Kind interest | 6,784 | $ 0 | $ 0 |
Amortization of debt discount | 8,705 | ||
Amortization of debt issuance costs | 1,521 | ||
Total interest expense | 24,285 | ||
Term Loans | |||
Debt Instrument [Line Items] | |||
Cash interest expense | 3,192 | ||
Payment in Kind interest | 6,784 | ||
Amortization of debt discount | 5,428 | ||
Amortization of debt issuance costs | 1,250 | ||
Total interest expense | 16,654 | ||
Convertible Notes (2025 Notes) | |||
Debt Instrument [Line Items] | |||
Cash interest expense | 4,083 | ||
Payment in Kind interest | 0 | ||
Amortization of debt discount | 3,277 | ||
Amortization of debt issuance costs | 271 | ||
Total interest expense | $ 7,631 |
Debt - Carrying Amount of the E
Debt - Carrying Amount of the Equity Component of Convertible Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jun. 30, 2020 |
Debt Instrument [Line Items] | ||
Less: Debt issuance costs | $ (8,794) | |
Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Less: Debt issuance costs | (3,638) | |
Convertible Senior Notes | 2025 Notes | ||
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion option | 47,250 | |
Less: Debt issuance costs | (1,798) | |
Carrying amount of the equity component | $ 45,452 | $ 47,300 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Summary of Contractual Cash Obligations and Rights (Details) - USD ($) | Dec. 31, 2020 | Jun. 30, 2020 | May 31, 2020 | Dec. 31, 2019 |
Long-term Debt | ||||
Total | $ 206,630,000 | $ 0 | ||
Operating lease obligations | ||||
Total | 17,874,000 | |||
2021 | 5,402,000 | |||
2022 | 3,699,000 | |||
2023 | 3,586,000 | |||
2024 | 2,291,000 | |||
2025 | 2,034,000 | |||
Thereafter | 862,000 | |||
Sublease income | ||||
Total | (1,833,000) | |||
2021 | (1,472,000) | |||
2022 | (240,000) | |||
2023 | (121,000) | |||
2024 | 0 | |||
2025 | 0 | |||
Thereafter | 0 | |||
Future creator signing fees and creator advances | ||||
Total | 21,752,000 | |||
2021 | 11,320,000 | |||
2022 | 5,676,000 | |||
2023 | 4,102,000 | |||
2024 | 654,000 | |||
2025 | 0 | |||
Thereafter | 0 | |||
Purchase Commitments | ||||
Total | 24,150,000 | |||
2021 | 3,208,000 | |||
2022 | 4,375,000 | |||
2023 | 6,038,000 | |||
2024 | 6,650,000 | |||
2025 | 3,879,000 | |||
Thereafter | 0 | |||
Total | ||||
Total | 469,093,000 | |||
2021 | 31,478,000 | |||
2022 | 27,021,000 | |||
2023 | 27,651,000 | |||
2024 | 24,265,000 | |||
2025 | 357,816,000 | |||
Thereafter | 862,000 | |||
Convertible Senior Notes | ||||
Long-term Debt | ||||
Total | 102,389,000 | |||
Term Loans | ||||
Long-term Debt | ||||
Total | 104,241,000 | |||
Term Loans Due 2025 | Term Loans | ||||
Long-term Debt | ||||
Total | 125,000,000 | |||
2021 | 0 | |||
2022 | 0 | |||
2023 | 0 | |||
2024 | 0 | |||
2025 | 125,000,000 | |||
Thereafter | 0 | |||
Interest obligations | ||||
Total | 94,629,000 | |||
2021 | 5,520,000 | |||
2022 | 6,011,000 | |||
2023 | 6,546,000 | |||
2024 | 7,149,000 | |||
2025 | 69,403,000 | |||
Thereafter | 0 | |||
Term Loans Due 2025 | Term Loans | Line of Credit | ||||
Total | ||||
Cash pay interest rate | 4.00% | |||
PIK interest rate | 8.50% | |||
Convertible Senior Notes Due 2025 | Convertible Senior Notes | ||||
Long-term Debt | ||||
Total | 150,000,000 | |||
2021 | 0 | |||
2022 | 0 | |||
2023 | 0 | |||
2024 | 0 | |||
2025 | 150,000,000 | |||
Thereafter | 0 | |||
Interest obligations | ||||
Total | 37,521,000 | |||
2021 | 7,500,000 | |||
2022 | 7,500,000 | |||
2023 | 7,500,000 | |||
2024 | 7,521,000 | |||
2025 | 7,500,000 | |||
Thereafter | $ 0 | |||
Total | ||||
Stated interest rate | 5.00% |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Narrative (Details) $ in Millions | Jun. 04, 2020plaintiff | Jul. 16, 2019USD ($)complaint | Apr. 15, 2019complaint | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Aug. 22, 2019lawsuit | Jun. 24, 2019lawsuit |
Loss Contingencies [Line Items] | |||||||
Settlement expense | $ 1.9 | ||||||
Refunds issued to ticket buyers | $ 4 | ||||||
Loss contingency accrual | 13.6 | $ 14.8 | |||||
Estimate of possible loss attributable to potential interest and penalties | $ 1.5 | $ 1.4 | |||||
Class Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of plaintiffs | plaintiff | 3 | ||||||
Federal Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of pending claims | lawsuit | 2 | ||||||
Securities Class Action Complaint - United States District Court, Northern District of California | |||||||
Loss Contingencies [Line Items] | |||||||
Number of complaints | complaint | 2 | ||||||
Securities Class Action Complaint - Superior Court Of California, San Mateo County | |||||||
Loss Contingencies [Line Items] | |||||||
Number of complaints | complaint | 3 | ||||||
State Action | |||||||
Loss Contingencies [Line Items] | |||||||
Number of pending claims | lawsuit | 2 | ||||||
Roxodus Lawsuits | |||||||
Loss Contingencies [Line Items] | |||||||
Number of complaints | complaint | 2 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2018shares | Aug. 31, 2018shares | May 31, 2018USD ($)$ / sharesshares | Dec. 31, 2020USD ($)vote$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Sep. 30, 2019$ / sharesshares | |
Class of Stock [Line Items] | |||||||
Options issued and outstanding (in shares) | 13,675,252 | 15,684,021 | 22,012,597 | ||||
Compensation expense not yet recognized | $ | $ 27,500 | ||||||
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares | $ 4.74 | $ 8.57 | $ 8.16 | ||||
Stock-based compensation expense | $ | $ 40,215 | $ 37,594 | $ 30,231 | ||||
Common stock subject to repurchase related to stock options (in shares) | 0 | 18,665 | 55,537 | ||||
Liability related to early exercises of stock options | $ | $ 200 | $ 400 | |||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 41,628,207 | ||||||
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized | $ | $ 1,300 | $ 1,300 | $ 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 | ||||||
Sale of Company Stock by Employees and Former Employees | |||||||
Class of Stock [Line Items] | |||||||
Shares issued in initial public offering (in shares) | 1,300,000 | ||||||
Offering price (in dollars per share) | $ / shares | $ 13.12 | ||||||
Aggregate purchase price | $ | $ 17,200 | ||||||
2010 Stock Option Plan | |||||||
Class of Stock [Line Items] | |||||||
Options issued and outstanding (in shares) | 9,668,594 | ||||||
2018 Stock Option and Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Options issued and outstanding (in shares) | 4,006,658 | ||||||
Stock Options | |||||||
Class of Stock [Line Items] | |||||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 5 months 15 days | ||||||
Stock Options | 2004 Plan, 2010 Plan and 2018 Plan | |||||||
Class of Stock [Line Items] | |||||||
Vesting period | 4 years | ||||||
Expiration period | 10 years | ||||||
Restricted Stock Units | |||||||
Class of Stock [Line Items] | |||||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 7 months 13 days | ||||||
Stock-based compensation expense | $ | $ 22,300 | $ 14,200 | $ 8,700 | ||||
Total unrecognized stock-based compensation | $ | 42,300 | ||||||
Restricted Stock Units | IPO | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation expense | $ | 6,900 | ||||||
ESPP | 2018 Employee Stock Purchase Plan | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation expense | $ | $ 1,400 | $ 1,200 | $ 400 | ||||
Employee earnings contributed to ESPP (up to) | 15.00% | ||||||
Percent of fair market value at which employee's may purchase stock | 85.00% | ||||||
Stock Compensation Plan | |||||||
Class of Stock [Line Items] | |||||||
Stock-based compensation expense | $ | $ 2,200 | ||||||
Class A Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of votes per share | vote | 1 | ||||||
Class A Common Stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Issuance common stock for ESPP Purchase (in shares) | 171,315 | 271,294 | |||||
Conversion of convertible stock (in shares) | 688,973 | 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 | 2018 Stock Option and Incentive Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 6,945,206 | ||||||
Class A Common Stock | ESPP | 2018 Employee Stock Purchase Plan | |||||||
Class of Stock [Line Items] | |||||||
Common stock reserved for future issuance (in shares) | 2,732,521 | ||||||
Annual increase in shares available for issuance (in shares) | 1,534,500 | ||||||
Issuance common stock for ESPP Purchase (in shares) | 171,315 | 271,294 | 0 | ||||
Class B Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Number of votes per share | vote | 10 | ||||||
Class B Common Stock | Common Stock | |||||||
Class of Stock [Line Items] | |||||||
Conversion of convertible stock (in shares) | (688,973) | (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 | ||||||
Class B Common Stock | ESPP | 2018 Employee Stock Purchase Plan | |||||||
Class of Stock [Line Items] | |||||||
Annual increase in shares available for issuance as a percent of Class B common stock | 1.00% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding options | |||
Balance (in shares) | 15,684,021 | 22,012,597 | |
Granted (in shares) | 3,062,634 | 1,790,074 | |
Exercised (in shares) | (3,255,264) | (6,465,360) | |
Cancelled (in shares) | (1,816,139) | (1,653,290) | |
Balance (in shares) | 13,675,252 | 15,684,021 | 22,012,597 |
Vested and exercisable (in shares) | 8,960,124 | ||
Vested and expected to vest (in shares) | 13,371,502 | ||
Weighted- average exercise price | |||
Balance (in dollars per share) | $ 9.28 | $ 7.85 | |
Granted (in dollars per share) | 9.15 | 17.71 | |
Exercised (in dollars per share) | 5.92 | 6.32 | |
Cancelled (in dollars per share) | 11.08 | 10.88 | |
Balance (in dollars per share) | 9.82 | $ 9.28 | $ 7.85 |
Vested and exercisable (in dollars per share) | 8.80 | ||
Vested and expected to vest (in dollars per share) | $ 9.78 | ||
Weighted- average remaining contractual term | |||
Outstanding | 6 years 4 months 24 days | 6 years 3 months 18 days | 7 years 1 month 6 days |
Vested and exercisable | 5 years 2 months 12 days | ||
Vested and expected to vest | 6 years 3 months 18 days | ||
Aggregate intrinsic value | |||
Outstanding | $ 113,499 | $ 170,847 | $ 439,382 |
Exercised | 23,152 | $ 87,544 | |
Vested and exercisable | 83,573 | ||
Vested and expected to vest | $ 111,470 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding RSUs and RSAs | ||
Released (in shares) | (1,320,719) | |
Weighted-average grant date fair value per share | ||
Released (in dollars per share) | $ 16.58 | |
Restricted Stock Units | ||
Outstanding RSUs and RSAs | ||
Balance (in shares) | 3,791,543 | 670,606 |
Awarded (in shares) | 3,377,338 | 4,049,368 |
Released (in shares) | (437,844) | |
Cancelled (in shares) | (2,082,236) | (490,587) |
Balance (in shares) | 3,765,926 | 3,791,543 |
Vested and and expected to vest (in shares) | 3,346,952 | |
Weighted-average grant date fair value per share | ||
Balance (in dollars per share) | $ 20.44 | $ 24.71 |
Awarded (in dollars per share) | 10.40 | 20.38 |
Cancelled (in dollars per share) | 18.03 | 25.21 |
Balance (in dollars per share) | 14.16 | $ 20.44 |
Vested and expected to vest (in dollars per share) | $ 14.05 | |
Weighted-average remaining contractual term | ||
Balance | 1 year 4 months 24 days | |
Vested and expected to vest | 1 year 3 months 18 days | |
Aggregate intrinsic value | ||
Balance | $ 68,164 | |
Vested and expected to vest | $ 60,580 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
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 | 54.70% | 48.80% | 43.50% |
Risk-free interest rate | 0.34% | 1.32% | 2.96% |
Expected term | 5 years 25 days | 5 years 14 days | 5 years 3 months 10 days |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 64.60% | 49.70% | 48.20% |
Risk-free interest rate | 0.67% | 2.58% | 3.09% |
Expected term | 6 years 29 days | 6 years 29 days | 6 years 29 days |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected volatility | 48.50% | ||
Risk-free interest rate | 2.37% | ||
Expected term | 6 months | 6 months | 8 months 12 days |
ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 81.20% | 43.30% | |
Risk-free interest rate | 0.10% | 1.62% | |
ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 99.90% | 58.90% | |
Risk-free interest rate | 0.18% | 2.31% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 40,215 | $ 37,594 | $ 30,231 |
Cost of net revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 1,146 | 1,397 | 429 |
Product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 13,244 | 11,130 | 5,813 |
Sales, marketing and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 4,778 | 5,471 | 3,570 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 21,047 | $ 19,596 | $ 20,419 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (224,718) | $ (68,760) | $ (64,078) |
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) | 89,335 | 81,979 | 37,540 |
Net loss per share, basic and diluted (in dollars per share) | $ (2.52) | $ (0.84) | $ (1.71) |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 29,416 | 20,050 | 22,755 |
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) | 13,675 | 15,684 | 22,013 |
Shares related to convertible senior notes | |||
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) | 11,909 | 0 | 0 |
Restricted stock and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 3,766 | 4,347 | 686 |
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) | 0 | 19 | 56 |
ESPP | |||
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) | 66 | 0 | 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares shares in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jun. 30, 2020 | |
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) | 29,416 | 20,050 | 22,755 | |
2025 Notes | Convertible Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Conversion price | $ 12.60 | $ 12.60 | ||
Convertible Debt Securities | ||||
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) | 11,900 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (217,874) | $ (60,807) | $ (50,133) |
International | (6,924) | (8,145) | (12,795) |
Loss before income taxes | $ (224,798) | $ (68,952) | $ (62,928) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current tax expense (benefit) | |||
Federal | $ 0 | $ (17) | $ 234 |
State | (56) | 93 | (10) |
Foreign | 159 | 112 | 823 |
Total current tax expense (benefit) | 103 | 188 | 1,047 |
Deferred tax expense (benefit) | |||
Federal | 316 | 315 | 317 |
State | 112 | 171 | 153 |
Foreign | (611) | (866) | (367) |
Total deferred tax expense (benefit) | (183) | (380) | 103 |
Total income tax provision (benefit) | $ (80) | $ (192) | $ 1,150 |
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, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit at statutory rate | $ (47,209) | $ (14,480) | $ (13,298) |
State tax | 56 | 93 | (10) |
Foreign rate differential | (153) | 136 | 1,315 |
Non-deductible permanent items | 268 | (468) | 4,129 |
Stock-based compensation | (1,550) | (9,850) | (1,178) |
Tax credits | (382) | (1,403) | (922) |
Change in valuation allowance | 48,890 | 25,780 | 11,114 |
Total income tax provision (benefit) | $ (80) | $ (192) | $ 1,150 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||||
Net operating losses | $ 108,110 | $ 75,415 | ||
Accruals and reserves | 16,138 | 3,514 | ||
Tax credit carryforward | 11,999 | 11,013 | ||
Stock-based compensation | 10,501 | 8,280 | ||
Deferred interest | 6,163 | 2,586 | ||
Depreciation and amortization | 4,014 | 3,750 | ||
Lease liability | 2,267 | 3,181 | ||
Total deferred tax assets | 159,192 | 107,739 | ||
Valuation allowance | (148,011) | (104,298) | $ (75,436) | $ (58,748) |
Net deferred tax assets | 11,181 | 3,441 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (1,778) | (2,550) | ||
Debt | (8,945) | 0 | ||
Right of use asset | (1,935) | (2,550) | ||
Net deferred taxes | $ (1,477) | $ (1,659) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Income Taxes [Line Items] | ||||
Deferred tax asset, valuation allowance | $ 148,011,000 | $ 104,298,000 | $ 75,436,000 | $ 58,748,000 |
Unrecognized tax benefits | 11,164,000 | 9,824,000 | $ 7,240,000 | $ 5,496,000 |
Unrecognized tax benefits that would affect the effective tax rate | 100,000 | |||
Unrecognized tax benefits that would affect deferred tax assets | 11,100,000 | |||
Income tax penalties and interest accrued on unrecognized tax benefits | 0 | 0 | ||
EZ Hiring Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 2,100,000 | 2,100,000 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 387,300,000 | 251,000,000 | ||
Federal | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 11,400,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 82,800,000 | 70,300,000 | ||
State | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 10,600,000 | |||
Foreign | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 13,700,000 | 13,500,000 | ||
Tax credit carryforward | $ 200,000 | $ 200,000 |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance, Deferred Tax Asset [Roll Forward] | |||
Balance, Beginning of Period | $ 104,298 | $ 75,436 | $ 58,748 |
Charged to Costs & Expenses | 55,533 | 29,576 | 13,243 |
Charged to Other Accounts | (11,820) | (714) | 3,445 |
Deductions | 0 | 0 | 0 |
Balance, end of Period | $ 148,011 | $ 104,298 | $ 75,436 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Unrecognized tax benefits | $ 9,824 | $ 7,240 | $ 5,496 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year | 1,333 | 2,584 | 1,744 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year | 7 | 0 | |
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year | 0 | ||
Unrecognized tax benefits | $ 11,164 | $ 9,824 | $ 7,240 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 106,006 | $ 326,801 | $ 291,611 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 73,350 | 236,845 | 211,705 |
International | |||
Segment Reporting Information [Line Items] | |||
Net revenue | $ 32,656 | $ 89,956 | $ 79,906 |