Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 09, 2022 | Jun. 30, 2021 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2021 | ||
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 | 535 Mission Street, 8th floor, | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
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 | $ 1,430 | ||
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, 2021. | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Entity Central Index Key | 0001475115 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 86,743,897 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 10,812,927 |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2021 | |
Audit Information [Abstract] | |
Auditor Name | PricewaterhouseCoopers LLP |
Auditor Location | San Francisco, California |
Auditor Firm ID | 238 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 634,378 | $ 505,756 |
Funds receivable | 18,197 | 10,807 |
Accounts receivable, net | 1,110 | 458 |
Creator signing fees, net | 1,184 | 3,657 |
Creator advances, net | 862 | 6,651 |
Prepaid expenses and other current assets | 17,877 | 9,804 |
Total current assets | 673,608 | 537,133 |
Property and equipment, net | 7,162 | 11,574 |
Operating lease right-of-use assets | 10,940 | 13,886 |
Goodwill | 174,388 | 174,388 |
Acquired intangible assets, net | 31,116 | 42,333 |
Restricted cash | 1,781 | 2,674 |
Creator signing fees, noncurrent | 2,225 | 5,838 |
Other assets | 1,756 | 7,859 |
Total assets | 902,976 | 795,685 |
Current liabilities | ||
Accounts payable, creators | 285,222 | 191,134 |
Accounts payable, trade | 1,083 | 1,903 |
Chargebacks and refunds reserve | 21,395 | 33,225 |
Accrued compensation and benefits | 10,910 | 3,980 |
Accrued taxes | 11,068 | 2,992 |
Operating lease liabilities | 4,149 | 4,940 |
Other accrued liabilities | 24,139 | 8,362 |
Total current liabilities | 357,966 | 246,536 |
Accrued taxes, noncurrent | 12,868 | 14,234 |
Operating lease liabilities, noncurrent | 8,677 | 11,517 |
Long-term debt | 353,564 | 206,630 |
Other liabilities | 1 | 1,196 |
Total liabilities | 733,076 | 480,113 |
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, 2021 or 2020 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 97,246,465 shares issued and outstanding as of December 31, 2021; 1,100,000,000 shares authorized, 92,654,785 shares issued and outstanding as of December 31, 2020 | 1 | 1 |
Additional paid-in capital | 903,470 | 913,115 |
Accumulated deficit | (733,571) | (597,544) |
Total stockholders’ equity | 169,900 | 315,572 |
Total liabilities and stockholders’ equity | $ 902,976 | $ 795,685 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
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) | 97,246,465 | 92,654,785 |
Common stock, shares outstanding (in shares) | 97,246,465 | 92,654,785 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||
Net revenue | $ 187,134 | $ 106,006 | $ 326,801 |
Cost of net revenue | 70,294 | 62,330 | 129,141 |
Gross profit | 116,840 | 43,676 | 197,660 |
Operating expenses: | |||
Product development | 66,303 | 54,551 | 64,196 |
Sales, marketing and support | 35,916 | 84,259 | 102,874 |
General and administrative | 82,399 | 103,146 | 100,541 |
Total operating expenses | 184,618 | 241,956 | 267,611 |
Loss from operations | (67,778) | (198,280) | (69,951) |
Interest expense | (16,267) | (24,586) | (2,986) |
Loss on debt extinguishment | (49,977) | 0 | (1,742) |
Other income (expense), net | (3,630) | (1,932) | 5,727 |
Loss before income taxes | (137,652) | (224,798) | (68,952) |
Income tax provision (benefit) | 1,428 | (80) | (192) |
Net loss | $ (139,080) | $ (224,718) | $ (68,760) |
Net loss per share, basic (in dollars per share) | $ (1.47) | $ (2.52) | $ (0.84) |
Net loss per share, diluted (in dollars per share) | $ (1.47) | $ (2.52) | $ (0.84) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 94,303 | 89,335 | 81,979 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 94,303 | 89,335 | 81,979 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment upon Adoption of ASU | Common StockClass A Common Stock | Common StockClass B Common Stock | Treasury Stock | Additional Paid-In Capital | Additional Paid-In CapitalCumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | Accumulated DeficitCumulative Effect Adjustment upon Adoption of ASU |
Balance (in shares) at Dec. 31, 2018 | 11,502,993 | 66,855,401 | (188,480) | ||||||
Balance at Dec. 31, 2018 | $ 415,222 | $ (600) | $ 0 | $ 0 | $ (488) | $ 718,405 | $ (302,695) | $ (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) | 6,209,953 | 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 | |||||||
Shares withheld related to net share settlement (in shares) | (124,153) | ||||||||
Shares withheld related to net share settlement | (2,821) | (2,821) | |||||||
Conversion of common stock from Class B to Class A (in shares) | 43,255,565 | (43,255,565) | |||||||
Conversion of common stock from Class B to Class A | 0 | $ 1 | (1) | ||||||
Retirement of treasury shares (in shares) | 188,480 | ||||||||
Retirement of treasury shares | 0 | $ 488 | (488) | ||||||
Vesting of early exercised stock options | 367 | 367 | |||||||
Stock-based compensation | 38,878 | 38,878 | |||||||
Net loss | (68,760) | (68,760) | |||||||
Balance (in shares) at Dec. 31, 2019 | 61,863,617 | 23,855,243 | 0 | ||||||
Balance at Dec. 31, 2019 | $ 425,815 | $ 1 | $ 0 | $ 0 | 798,640 | (372,826) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible Enumeration] | ASU 2016-02 | ||||||||
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 | |||||||
Shares withheld related to net share settlement (in shares) | (469,665) | ||||||||
Shares withheld related to net share settlement | (5,082) | (5,082) | |||||||
Conversion of common stock from Class B to Class A (in shares) | 688,973 | (688,973) | |||||||
Conversion of common stock from Class B to Class A | 0 | ||||||||
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 | $ (42,399) | $ 1 | $ 0 | 913,115 | $ (45,452) | (597,544) | $ 3,053 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Issuance of common stock upon exercise of stock options (in shares) | 3,360,280 | 1,833,041 | 1,500,000 | ||||||
Issuance of common stock upon exercise of stock options | $ 18,526 | 18,526 | |||||||
Issuance of restricted stock awards (in shares) | 19,240 | ||||||||
Issuance of restricted stock awards | 0 | ||||||||
Cancellation of restricted stock awards (in shares) | (73,829) | ||||||||
Issuance of common stock for settlement of RSUs (in shares) | 1,882,750 | ||||||||
Issuance of common stock for settlement of RSUs | 0 | ||||||||
Issuance common stock for ESPP Purchase (in shares) | 106,703 | ||||||||
Issuance of common stock for ESPP Purchase | 1,430 | 1,430 | |||||||
Shares withheld related to net share settlement (in shares) | (676,225) | ||||||||
Shares withheld related to net share settlement | (13,705) | (13,705) | |||||||
Conversion of common stock from Class B to Class A (in shares) | 6,956,921 | (6,956,921) | |||||||
Conversion of common stock from Class B to Class A | 0 | ||||||||
Purchase of convertible senior notes capped calls | (18,509) | (18,509) | |||||||
Stock-based compensation | 48,065 | 48,065 | |||||||
Net loss | (139,080) | (139,080) | |||||||
Balance (in shares) at Dec. 31, 2021 | 79,524,112 | 17,722,353 | |||||||
Balance at Dec. 31, 2021 | $ 169,900 | $ 1 | $ 0 | $ 903,470 | $ (733,571) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Accounting Standards Update [Extensible Enumeration] | ASU 2020-06 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities | |||
Net loss | $ (139,080) | $ (224,718) | $ (68,760) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 18,716 | 22,610 | 24,324 |
Amortization of creator signing fees | 2,817 | 8,553 | 10,858 |
Noncash operating lease expense | 4,647 | 8,827 | 8,246 |
Amortization of debt discount and issuance costs | 3,917 | 10,226 | 326 |
Payment in Kind interest | 2,178 | 6,784 | 0 |
Loss on debt extinguishment | 49,977 | 0 | 1,742 |
Stock-based compensation expense | 47,523 | 40,215 | 37,594 |
Impairment charges of creator advances and creator signing fees | 1,742 | 12,308 | 5,671 |
Allowance for credit losses and provision for creator advances | 1,029 | 17,634 | 2,433 |
Provision for chargebacks and refunds | 6,489 | 61,016 | 0 |
Other | 745 | 3,495 | (307) |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (591) | (2,505) | (288) |
Funds receivable | (7,390) | 44,089 | 3,801 |
Creator signing fees, net | 1,533 | (2,665) | (21,216) |
Creator advances, net | 4,694 | 2,516 | (5,685) |
Prepaid expenses and other assets | (8,310) | 4,862 | 1,891 |
Accounts payable, creators | 94,088 | (116,737) | 36,170 |
Accounts payable, trade | (842) | 171 | 670 |
Chargebacks and refunds reserve | (18,319) | (30,398) | 0 |
Accrued compensation and benefits | 6,930 | (2,367) | 761 |
Accrued taxes | 6,108 | (3,173) | (2,756) |
Operating lease liabilities | (5,332) | (9,663) | (9,146) |
Other accrued liabilities | 14,774 | (7,972) | 3,626 |
Payment in Kind interest | (8,962) | 0 | 0 |
Net cash provided by (used in) operating activities | 79,081 | (156,892) | 29,955 |
Cash flows from investing activities | |||
Purchases of property and equipment | (985) | (1,699) | (5,888) |
Capitalized internal-use software development costs | (1,548) | (4,583) | (7,710) |
Cash paid for acquisitions, net of cash acquired | 0 | (6,375) | 0 |
Net cash used in investing activities | (2,533) | (12,657) | (13,598) |
Cash flows from financing activities | |||
Proceeds from issuance of debt | 212,750 | 275,000 | 0 |
Debt issuance costs | (5,738) | (18,901) | (457) |
Principal repayment of debt obligations and prepayment premium | (143,247) | 0 | (73,594) |
Purchase of convertible notes capped calls | (18,509) | (15,600) | 0 |
Proceeds from exercise of stock options | 18,526 | 19,282 | 40,669 |
Purchases under employee stock purchase plan | 1,429 | 1,292 | 3,631 |
Taxes paid related to net share settlement of equity awards | (13,705) | (5,517) | (2,363) |
Other | (325) | (517) | (703) |
Net cash provided by (used in) financing activities | 51,181 | 255,039 | (32,817) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 127,729 | 85,490 | (16,460) |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 508,430 | 422,940 | 439,400 |
End of period | 636,159 | 508,430 | 422,940 |
Supplemental cash flow data | |||
Interest paid | 9,595 | 6,751 | 10,657 |
Income taxes paid, net of refunds | 135 | 835 | 1,096 |
Noncash investing and financing activities | |||
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 1,806 | 2,688 | 3,704 |
Indemnity holdback consideration associated with ToneDen acquisition | 0 | 1,125 | 0 |
Vesting of early exercised stock options | 0 | 241 | 367 |
Purchases of property and equipment, accrued but unpaid | $ 70 | $ 43 | $ 436 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
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 in-person and online live experiences. The Company’s platform integrates components needed to seamlessly plan, promote and produce live events. To further enhance the value of the creators’ self-service experience, the Company is working to reframe the Eventbrite product around the ongoing operational needs of creators in addition to the requirements of individual events. To this end, the Company has improved events calendaring, streamlined the event creation process and launched tools to assist creators in promoting multiple events and increasing audience size for their events. 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. 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. Certain prior period amounts have been reclassified to conform to the current period presentation. 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. 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, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, 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 The Company continues to experience a significant impact due to the COVID-19 pandemic, the introduction and spread of new variants of the virus, including, for example, the Omicon variant, and the social distancing and government mandates to restrict gatherings of people. The effect of and uncertainties surrounding the COVID-19 pandemic have caused the Company to make significant estimates in its consolidated financial statements as of and for the year ended December 31, 2021, specifically related to chargebacks and refunds due to cancelled or postponed events, which impact 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. 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 reportable segment. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Recently Adopted Accounting Pronouncements 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 Company early adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. Adoption of ASU 2020-06 resulted in a decrease to additional paid-in capital of $45.5 million, an increase to retained earnings of $3.1 million, and a net increase to long-term debt of $42.4 million. Refer to Note 10, "Debt", for more details. The Company will use the if-converted method to calculate diluted EPS unless it makes an irrevocable election to settle the principal of the notes in cash and the excess conversion spread in shares, in which case the Company can continue to use the Treasury stock method. Since the Company had a net loss for the year ended December 31, 2021 and 2020, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. Revenue Recognition The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40), effective January 1, 2019, using a modified retrospective approach to contracts which were not completed as of the adoption date. The Company derives its revenues primarily from ticketing and payment processing. The Company also derives a smaller portion of revenues from marketing services. The Company's customers are event creators who use the Company's platform to sell tickets and market events 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. Transaction Revenue For ticketing services, the Company's service provides a platform to the event creator and attendee to transact. The Company's performance obligation is to facilitate and process that transaction and issue the ticket, and revenue is recognized by the Company when the ticket is sold. The amount that the Company earns for its services is fixed which typically consists of a flat fee and a percentage based fee per ticket. As a result, the Company records revenue on a net basis related to its ticketing service fees. For payment processing services, the Company's service provides the event creator with 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. For EPP services, 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 in establishing the price of its service. As a result, the Company records revenue on a gross basis related to its EPP service fees. Costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Under the FPP option, the Company is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company records revenue on a net basis related to its FPP service fees. Revenue is presented net of indirect taxes, customer refunds, payment chargebacks, estimated uncollectible amounts, creator royalties, and amortization of creator signing fees. Previously, the Company offered upfront payments to creators entering into new or renewed ticketing arrangements. However, the Company is shifting from upfront payment incentives to performance based incentives on a limited basis. 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. Marketing Revenue Revenue from marketing services is derived from providing creators with access to various marketing tools and functionalities for a monthly subscription fee. The Company considers that it satisfies its performance obligation as it provides the services to customers and recognizes revenue ratably over the service term which varies from one month to a year. 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. Creator Signing Fees, Net and Creator Advances, 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. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. 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 management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, 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 consist of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five As a result of the COVID-19 pandemic and its effect of causing creators to cancel, postpone or reschedule events, the Company temporarily suspended its advance payouts program on March 11, 2020, at which date the total advance payouts to creators related to future events was approximately $354.0 million. The Company started making advance payouts available to a limited number of qualified creators during the third quarter of 2020. In the second quarter of 2021, the Company launched Scheduled Payouts, an updated advance payouts program, to paid creators who qualify and accept the Company's standard or negotiated terms and conditions. As of December 31, 2021, advance payouts outstanding was approximately $319.3 million including $79.5 million of advance payouts issued since the third quarter of 2020, when the Company resumed the advance payout program on a limited basis. Chargebacks and Refunds Reserve The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. 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 reserves for estimated advance payout losses 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 nature of future events, the remaining time to event date, macro-economic conditions and current events, and actual chargeback and refund activity during the current year. The chargebacks and refunds reserve was $21.4 million and $33.2 million which primarily includes reserve balances for estimated advance payout losses of $18.5 million and $29.5 million as of December 31, 2021 and December 31, 2020, respectively. The decrease in the reserve balance during the year ended December 31, 2021 was the result of lower estimated losses from the advance payout program and estimated future refunds of fees, which were previously higher at the onset of the COVID-19 pandemic. Due to the nature of the COVID-19 situation and the limited amount of currently available data, there is a high degree of uncertainty around the outcome of events that are currently postponed or rescheduled and the remaining advance payouts balance. It is possible that this amount will not be sufficient and the Company's actual losses could be materially different from its current estimates. The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. 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 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 $268.6 million and $181.1 million as of December 31, 2021 and 2020, 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 relating to contracts entered into with other parties 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, 2021 2020 2019 Cash and cash equivalents $ 634,378 $ 505,756 $ 420,712 Restricted cash 1,781 2,674 2,228 Total cash, cash equivalents and restricted cash $ 636,159 $ 508,430 $ 422,940 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 cash equivalents, 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 the Company's convertible senior notes. 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. In relation to the capped call transactions, the Company is subject to counterparty risk of default with financial institutions (option counterparties). The Company's exposure to the credit risk of the option counterparties under the capped call transactions is not secured by any collateral. 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, 2021, one customer accounted for 11% of net accounts receivables. As of December 31, 2020 there were no customers that represented 10% or more of accounts receivable balance. There were no customers that individually exceeded 10% of net revenue during the years ended December 31, 2021, 2020 and 2019. 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 balance includes 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 $16.7 million and $10.0 million as of December 31, 2021 and 2020, 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 credit losses 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 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 has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. 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 prepayments and lease incentives. 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. 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. 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. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Additionally, the Company elected to combine lease and non-lease components as a single lea se component. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company adopted ASU 2016-02, Leases (Topic 842) effective January 1, 2019, using a modified retrospective basis and applied the optional practical expedients related to the transition. 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 Internal-Use Software Development Costs The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. Business Combinations, 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. 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. During the year ended December 31, 2021, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its 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 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. There were no impairment charges in any of the periods presented in the consolidated financial statements. 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 these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate over its remaining life. 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. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful 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. For the periods presented, the Company had recorded no impairment charges of long-lived assets. Stock-Based Compensation Expense Stock-based compensation expense is measured based on the grant-date fair value of the awards. The Company uses the market closing price of its common stock as reported on the New York Stock Exchange for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. 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. Determining the grant-date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. The Company uses a blended volatility that includes its common stock trading history and supplements the remaining historical information with the trading history from the common stock of a set of comparable publicly-traded companies. The expected term of stock options granted has been determined using the simplified method, which uses the midpoint between the vesting date and the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. 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 $2.4 million, $1.1 million and $4.6 million for the years ended December 31, 2021, 2020 and 2019, respectively. 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 loss of $3.7 million, loss of $2.6 million and gain of $1.1 million during the years ended December 31, 2021, 2020 and 2019, respectively. Net Loss Per Share Prior to the adoption of ASU 2020-06, the Company used the treasury stock method for calculating any potential dilutive effect of the common shares outstanding on net loss per share, if applicable, including stock options, restricted stock units and shares underlying the conversion option of the convertible senior notes. After the adoption of ASU 2020-06 on January 1, 2021, the Company used the if-converted method for calculating any potential dilutive effect of its common equivalent shares and convertible senior notes. The potential impact upon the conversion of the convertible senior notes and common equivalent shares are excluded from the calculation of diluted net loss per share in periods for which they have an anti-dilutive effect. 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. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2021 | |
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. 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 credit losses when identified. The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2021 2020 Accounts receivable, customers $ 2,085 $ 1,494 Allowance for credit losses (975) (1,036) Accounts receivable, net $ 1,110 $ 458 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 12 Months Ended |
Dec. 31, 2021 | |
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. As of December 31, 2021, the balance of creator signing fees, net is being amortized over a weighted-average remaining contract life of 3.0 years on a straight-line basis. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2021 2020 Balance, beginning of period $ 9,495 $ 26,307 Creator signing fees paid 35 3,961 Amortization of creator signing fees (2,817) (8,553) Write-offs and other adjustments (3,304) (12,220) Balance, end of period $ 3,409 $ 9,495 Creator signing fees, net $ 1,184 $ 3,657 Creator signing fees, noncurrent 2,225 5,838 |
Creator Advances, Net
Creator Advances, Net | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Creator Advances, Net | Creator Advances, Net Creator advances are incentives that are offered by the Company which provide the creator with funds in advance of the event. These 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, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid 75 7,740 Creator advances recouped (4,770) (10,257) Write-offs and other adjustments (1,094) (14,036) Balance, end of period $ 862 $ 6,651 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Capitalized internal-use software development costs 51,292 49,202 Furniture and fixtures 1,298 3,594 Computers and computer equipment 6,854 6,926 Leasehold improvements 4,841 7,690 Finance lease right-of-use assets 605 607 64,890 68,019 Less: Accumulated depreciation and amortization (57,728) (56,445) Property and equipment, net $ 7,162 $ 11,574 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, 2021 2020 2019 Depreciation expense $ 1,917 $ 4,194 $ 5,950 Capitalized internal-use software development costs 2,090 5,008 8,993 Amortization of capitalized internal-use software development costs 5,592 7,866 7,562 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating leases The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2028. As of December 31, 2021, 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, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease costs $ 4,647 $ 8,827 Sublease income (1,427) (4,207) Total operating lease costs, net $ 3,220 $ 4,620 The Company made cash payments of $5.3 million for operating lease liabilities during the year ended December 31, 2021, which is included within the operating activities section on the consolidated statements of cash flows. As of December 31, 2021 the Company's operating leases had a weighted-average remaining lease term of 3.6 years and a weighted-average discount rate of 3.0%. As of December 31, 2021, maturities of operating lease liabilities were as follows (in thousands): 2022 $ 4,492 2023 4,043 2024 2,225 2025 1,997 2026 425 Thereafter 381 Total operating lease payments 13,563 Less: Imputed interest (737) Total operating lease liabilities $ 12,826 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 4,149 Operating lease liabilities, noncurrent 8,677 Total operating lease liabilities $ 12,826 |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisitions | Acquisitions The Company made no acquisitions in 2021 and 2019. 2020 Acquisition 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 useful life Developed technology $ 3,300 4.0 Customer relationships 400 2.5 Trademark 50 2.0 Total acquired intangible assets $ 3,750 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 170,560 Additions from acquisitions 3,828 At December 31, 2020 174,388 Additions from acquisitions — At December 31, 2021 174,388 Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2021 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 20,029 $ 2,367 2.9 Customer relationships 74,884 46,157 28,727 3.6 Tradenames 1,650 1,628 22 0.9 Acquired intangible assets, net $ 98,930 $ 67,814 $ 31,116 December 31, 2020 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) 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 The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Year Ended December 31, 2021 2020 2019 Cost of net revenue $ 825 $ 143 $ 434 Sales, marketing and support 10,357 10,430 10,381 General and administrative 25 3 — Total amortization of acquired intangible assets $ 11,207 $ 10,576 $ 10,815 As of December 31, 2021, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2022 $ 9,209 2023 8,593 2024 8,300 2025 5,014 2026 — Thereafter — Total expected future amortization expense $ 31,116 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The Company adopted ASU 2020-06, effective January 1, 2021 which resulted in decreased noncash interest expense on the 5.000% convertible senior notes due 2025 (the 2025 Notes) due to the elimination of the discount associated with the equity component. As of December 31, 2021, long-term debt consisted of the following (in thousands): Convertible Notes (2026 Notes) Convertible Notes (2025 Notes) Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (4,915) (4,271) (9,186) Carrying amount, long-term debt $ 207,835 $ 145,729 $ 353,564 As of December 31, 2020, long-term debt consisted of the following (in thousands): Convertible Notes (2025 Notes) Term Loans Total Outstanding principal balance $ 150,000 $ 125,000 $ 275,000 Payment in Kind interest — 6,784 6,784 Less: Unamortized discount (43,973) (22,387) (66,360) Less: Debt issuance costs (3,638) (5,156) (8,794) Carrying amount, long-term debt $ 102,389 $ 104,241 $ 206,630 The net carrying amount of the equity component of the convertible senior notes as of December 31, 2021 and 2020 was as follows (in thousands): Convertible Notes (2025 Notes) December 31, 2021 December 31, 2020 Proceeds allocated to the conversion option $ — $ 47,250 Less: issuance costs — (1,798) Carrying amount of the equity component $ — $ 45,452 The following tables set forth the total interest expense recognized related to the term loans and the convertible notes for the year ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Cash interest expense $ 9,806 $ 7,275 Payment in Kind interest 2,178 6,784 Amortization of debt discount 1,750 8,705 Amortization of debt issuance costs 2,167 1,521 Total interest expense $ 15,901 $ 24,285 As of December 31, 2021, the remaining life of the 2025 Notes and 2026 Notes is approximately 47 months and 56 months, respectively. Term Loans On March 11, 2021, the Company repaid all borrowings outstanding under the Credit Agreement, dated as of May 9, 2020 (and as amended on June 15, 2020), by and among the Company, FP EB Aggregator, L.P. (FP) and Wilmington Trust, National Association, as the administrative agent (the May 2020 credit agreement), and subsequently terminated the May 2020 credit agreement. In connection with the early termination of the borrowings outstanding under the May 2020 credit agreement, the Company paid $153.2 million, which consisted of $125.0 million in principal payments, a $18.2 million make-whole premium, $9.0 million payment in kind interest and $1.0 million of accrued cash interest. 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 debt discount. The Company incurred total cash costs of $13.2 million, of which $7.6 million were third party offering costs and the remaining $5.6 million were lender fees, resulting in total debt issuance costs and discount of $40.6 million. The Company recorded a loss on debt extinguishment of $50.0 million during year ended December 31, 2021. The loss primarily related to the write-off of unamortized debt discount and issuance costs of $31.8 million and a $18.2 million make-whole premium. During the year ended December 31, 2021, the Company recorded $2.2 million payment in kind interest, $2.2 million amortization of debt discount and issuance costs, and $1.0 million cash interest. During the year ended December 31, 2020, the Company recorded $6.8 million payment in kind interest, $6.7 million amortization of debt discount and issuance costs, and $3.2 million cash interest. Convertible Senior Notes 2025 Notes In June 2020, the Company issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (the 2025 Notes) 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. Prior to the adoption of ASU 2020-06, the Company separated the conversion option of the 2025 Notes from the debt instrument and classified the conversion option in equity. The 2025 Notes were not issued at a substantial premium. ASU 2020-06 eliminates the cash conversion model in ASC 470-20, no longer requiring the Company to account for the embedded conversion feature as a component of equity. As a result, the Company now accounts for the 2025 Notes as a single unit of account. The adoption of ASU 2020-06 primarily had the following impact on the Company's financial statements: • Recognition of additional $45.5 million in long term debt on the consolidated balance sheet as of January 1, 2021. This relates to the derecognition of the conversion option which was previously classified as equity. • A cumulative effect adjustment was recognized to the opening balance of retained earnings of $3.1 million. This relates to the decreased interest expense on the 2025 Notes for fiscal 2020 due to the elimination of the discount resulting from the recognition of the equity component. • The deferred taxes previously recognized upon the issuance of the 2025 Notes were reversed upon the adoption of ASU 2020-06 through equity and were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. The effective interest rate of the 2025 Notes is 5.8%. During the year ended December 31, 2021, the Company recorded cash interest of $7.5 million, and amortization of debt issuance costs of $0.9 million. During the year ended December 31, 2020, the Company recorded cash interest of $4.1 million, and amortization of debt discount and issuance costs of $3.5 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. The fair value of the 2025 Notes, which the Company have classified as a Level 2 instrument, was $245.1 million as of December 31, 2021. The fair value of the 2025 Notes is determined using observable market prices on the last business day of the period. 2026 Notes In March 2021, the Company issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (the 2026 Notes) in a private offering to qualified institutional buyers, inclusive of the initial purchaser's exercise in full of its option to purchase additional notes. The 2026 Notes bear interest at a fixed rate of 0.750% per year. Interest is payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2026 Notes mature on September 15, 2026 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2026 Notes, after deducting debt issuance costs of $5.7 million, was $207.0 million. The 2026 Notes are the Company’s senior, unsecured obligations and 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 2026 Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iii) 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. Before March 15, 2026, noteholders will have the right to convert their 2026 Notes under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (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 for each of 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 notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on our Class A common stock, as described in the Indenture and • if the Company call such notes for redemption; From and after March 15, 2026, noteholders may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the 2026 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. The Company may irrevocably elect a settlement in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock. The 2026 Notes are convertible at an initial conversion rate of 35.8616 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equal to an initial conversion price of approximately $27.89 per share of Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. No sinking fund is provided for the 2026 Notes. The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s 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 days 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. In addition, calling any 2026 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that 2026 Note will be increased in certain circumstances 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, noteholders may require the Company to repurchase their 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any. 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 2026 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 Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (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 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) 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 (vi) 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 2026 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 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 2026 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 2026 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2026 Notes. In accounting for the issuance of the 2026 Notes, total issuance costs of $5.7 million related to the 2026 Notes are being amortized to interest expense over the term of the 2026 Notes using the effective interest rate method. The effective interest rate of the 2026 Notes is 1.3%. During the year ended December 31, 2021, the Company recorded cash interest of $1.3 million, and amortization of debt issuance costs of $0.8 million. The fair value of the 2026 Notes, which the Company have classified as a Level 2 instrument, was $200.8 million as of December 31, 2021. The fair value of the 2026 Notes is determined using observable market prices on the last business day of the period. Capped Call Transactions In March 2021, in connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions (2026 Capped Calls) with certain financial institutions (2026 Option Counterparties). The 2026 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2026 Notes, the number of shares of Class A common stock initially underlying the 2026 Notes. The 2026 Capped Calls are expected generally to reduce potential dilution to the Class A common stock upon any conversion of 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Calls will initially be $37.5375 per share of Class A common stock, and is subject to certain customary adjustments under the terms of the 2026 Capped Calls. The 2026 Capped Calls will expire in September 2026, if not exercised earlier. The 2026 Capped Calls are separate transactions entered into by the Company with each 2026 Option Counterparty, and are not part of the terms of the 2026 Notes and will not affect any noteholder’s rights under the 2026 Notes. Noteholders will not have any rights with respect to the 2026 Capped Calls. The 2026 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 2026 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2026 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. The 2026 Capped Call Transactions do not meet the criteria for separate accounting as a derivative. The aggregate premium paid for the purchase of the 2026 Capped Calls of $18.5 million was recorded as a reduction to additional paid-in capital on the consolidated balance sheets. In June 2020, in connection with the offering of the 2025 Notes, the Company entered privately negotiated capped call transactions with certain financial institutions (2025 Capped Calls). The 2025 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 2025 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 2025 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 2025 Capped Call transactions. The 2025 Capped Calls will expire in December 2025, if not exercised earlier. The 2025 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 2025 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2025 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the 2025 Capped Calls are separate transactions, and not part of the terms of the Notes. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 (in thousands): Payments due by Year Total 2022 2023 2024 2025 2026 Thereafter Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ — $ — $ 212,750 $ — Interest obligations on 2026 Notes (1) 7,980 1,596 1,596 1,596 1,596 1,596 — Convertible Senior Notes Due 2025 150,000 — — — 150,000 — — Interest obligations on 2025 Notes (1) 30,000 7,500 7,500 7,500 7,500 — — Operating lease obligations (2) 13,563 4,492 4,043 2,225 1,997 425 381 Purchase Commitments (3) 20,942 4,375 6,038 6,650 3,879 — — Total $ 435,235 $ 17,963 $ 19,177 $ 17,971 $ 164,972 $ 214,771 $ 381 (1) The 2026 Notes and 2025 Notes bear interest at a fixed rate of 0.750% and 5.000% per year, respectively. (2) Consists of the Company's operating lease obligations for office space under non-cancelable agreements. Total payments listed represent total minimum future lease payments. (3) Consists of non-cancelable purchase commitments for enterprise support services entered in the ordinary course of business. Litigation and Loss Contingencies In addition to the litigation discussed below, 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, breach of contract claims, tax and other matters. Future litigation may be necessary to defend the Company or its creators. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The Company's assessment of losses is re-evaluated each accounting period and is based on all available information, including impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to each case. Nevertheless, it is possible that additional future legal costs including settlements, judgments, legal fees and other related defense costs could have a material adverse effect on the Company’s business, consolidated financial position, results of operations or liquidity. 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. The Court granted that motion on September 2, 2021, and stayed the suit pending the results of arbitration. Two of the named Plaintiffs have since initiated individual arbitrations pursuant to the Company’s Terms of Service. The Company has filed responses to those individual demands and the parties are awaiting appointment of arbitrators. The Company is unable to predict the likely outcome at this point. Securities 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 plaintiffs to file their second amended consolidated complaint. On June 22, 2020, the Court extended lead plaintiffs' deadline to file their second amended consolidated complaint to August 10, 2020. On July 29, 2020, the Company entered into a settlement agreement with the lead plaintiffs in the Federal Action. The Company 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 plaintiffs 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 plaintiffs 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.” On October 26, 2021, the Company entered into a binding settlement agreement with the two plaintiffs in the State Action described above. In connection with the settlement, the Company and its insurers have agreed to pay $19.3 million. Under the terms of the proposed settlement, the Company paid $6.7 million on January 12, 2022, with the remaining contribution of $12.6 million paid by the Company's insurers. The insurance contribution of $12.6 million is recorded as a reduction to general and administrative expense. The liability and insurance contribution related to the securities litigation described above was included in "other accrued liabilities" and "prepaid expenses and other current assets" in the accompanying consolidated balance sheets as of December 31, 2021. The proposed settlement “Class” is defined as “all persons and entities who purchased or otherwise acquired Class A common shares of Eventbrite between September 20, 2018, and May 24, 2019, inclusive,” excluding the defendants and other “Excluded Persons” defined in the settlement agreement. If the settlement is approved by the court in the State Action, any settlement “Class Member” that does not request exclusion from the proposed settlement “Class” will fully, finally, and forever release “any and all rights, liabilities, suits, debts, obligations, demands, damages, losses, judgment matters, issues, claims . . . and causes of action of every nature and description whatsoever that have been or could have been asserted in the [State] Action or the Federal Action or could in the future be asserted in any forum . . . whether individual, class, representative, on behalf of others, legal, equitable, regulatory, governmental, or of any other type or in any other capacity, whether brought directly or indirectly against any of the Defendants, that (i) arise out of, are based upon, or relate to in any way to any of the allegations, acts, transactions, facts, events, matters, occurrences, representations, or omissions which were or could have been alleged in the [State] Action or the Federal Action, and (ii) arise out of, are based upon, or relate to in any way to the purchase, acquisition, holding, sale, or disposition of Eventbrite Class A common stock between September 20, 2018 and May 24, 2019, inclusive.” The Court has set a final settlement approval hearing for March 18, 2022. Final approval of the settlement is subject to a number of conditions and contingencies outside of the Company’s control. There can be no guarantee that all of those conditions and contingencies to final approval of the settlement will occur. Should a material condition or contingency to the settlement fail to occur, one or both of the parties to the settlement may exercise their right to terminate the settlement agreement. Commercial Contract Litigation 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 the Company 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. Fact discovery and expert discovery have closed, and trial is currently scheduled to commence on May 2, 2022. The Company cannot presently predict the likelihood of success. 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 $11.1 million and $13.6 million as of December 31, 2021 and 2020, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $2.2 million and $1.5 million as of December 31, 2021 and 2020, 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, 2021 | |
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, 2021, there were 6,319,611 and 4,941,177 options issued and outstanding under the 2010 Plan and 2018 Plan, respectively (collectively, the Plans). The Company reserved 8,712,226 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 are exercisable up to ten years. Stock Option Activity Stock option activity under the Plans is as follows: Outstanding options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) 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 Granted 1,050,665 20.70 Exercised (3,360,280) 5.51 41,241 Cancelled (104,849) 10.78 Balance as of December 31, 2021 11,260,788 12.11 6.7 63,862 Vested and exercisable as of December 31, 2021 7,962,929 11.33 6.0 49,540 Vested and expected to vest as of December 31, 2021 11,113,690 $ 12.06 6.7 $ 63,361 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, 2021. As of December 31, 2021, the total unrecognized stock-based compensation expense related to stock options outstanding was $23.1 million, which will be recognized over a weighted-average period of 2.2 years. The weighted-average fair value of stock options granted was $11.87, $4.74 and $8.57 for the years ended December 31, 2021, 2020 and 2019, respectively. Restricted Stock Units Activity Restricted stock activity under the Plans is as follows: Outstanding RSUs and RSAs Weighted-average grant date fair value per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) 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 Awarded 3,377,457 20.56 Released (1,894,966) 14.42 Cancelled (894,780) 17.07 Balance at December 31, 2021 4,353,637 18.40 1.5 $ 75,873 Vested and expected to vest as of December 31, 2021 3,761,345 $ 18.34 1.4 $ 65,598 The Company recognized $30.6 million, $22.3 million and $14.2 million of stock-based compensation expense related to RSUs during the year ended December 31, 2021, 2020 and 2019 respectively. As of December 31, 2021, the total unrecognized stock-based compensation expense related to RSUs outstanding was $61.9 million, which will be recognized over a weighted-average period of 2.9 years. 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 106,703 shares were purchased under the ESPP during the year ended December 31, 2021, and as of that date, 3,552,290 shares of Class A common stock were available for future issuance under the ESPP. A total of 171,315 shares were purchased under the ESPP during the year ended December 31, 2020. The Company recorded $0.5 million, $1.4 million and $1.2 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2021, 2020 and 2019 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, 2021 and 2020. 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, 2021 2020 2019 Expected dividend yield — — — Expected volatility 57.0 - 64.3% 54.7 - 64.6% 48.8 - 49.7% Risk-free interest rate 1.0 - 1.1% 0.3 - 0.7% 1.3 - 2.6% Expected term (years) 5.5 - 6.1 5.1 - 6.1 5.0 - 6.1 The Company determines expected volatility for the ESPP based on the historical volatility of its common stock. 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, 2021 2020 2019 Expected dividend yield — — — Expected volatility 45.4 - 55.7% 81.2 - 99.9% 43.3 - 58.9% Risk-free interest rate — - 0.1% 0.1 - 0.2% 1.6 - 2.3% Expected term (years) 0.5 0.5 0.5 Stock-based compensation expense recognized in connection with stock options, restricted stock and the ESPP during the year ended December 31, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Cost of net revenue $ 904 $ 1,146 $ 1,397 Product development 16,384 13,244 11,130 Sales, marketing and support 5,627 4,778 5,471 General and administrative 24,608 21,047 19,596 Total $ 47,523 $ 40,215 $ 37,594 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | Net Loss Per Share Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. As the Company had net losses for the years ended December 31, 2021, 2020 and 2019 all potentially issuable shares of common stock were determined to be anti-dilutive. 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, 2021 2020 2019 Net loss $ (139,080) $ (224,718) $ (68,760) Weighted-average shares used in computing net loss per share, basic and diluted 94,303 89,335 81,979 Net loss per share, basic and diluted $ (1.47) $ (2.52) $ (0.84) 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, 2021 2020 2019 Shares related to convertible senior notes 19,538 11,909 — Stock options to purchase common stock 11,261 13,675 15,684 Restricted stock and restricted stock units 4,323 3,766 4,347 Early exercised options — — 19 ESPP 83 66 — Total shares of potentially dilutive securities 35,205 29,416 20,050 For the 2026 Notes, the conversion spread of 7.6 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s Class A common stock for a given period exceeds the conversion price of $27.89 per share. Although the average market price of the Company's Class A common stock exceeds the conversion price of $12.60 per share for the 2025 Notes, the conversion spread of 11.9 million shares did not impact the net loss per share calculation as it would have an anti-dilutive effect. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Domestic $ (133,891) $ (217,874) $ (60,807) International (3,761) (6,924) (8,145) Total $ (137,652) $ (224,798) $ (68,952) The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2021 2020 2019 Current tax expense (benefit) Federal $ (7) $ — $ (17) State 305 (56) 93 Foreign 713 159 112 Total current tax expense (benefit) 1,011 103 188 Deferred tax expense (benefit) Federal 234 316 315 State 118 112 171 Foreign 65 (611) (866) Total deferred tax expense (benefit) 417 (183) (380) Total income tax provision (benefit) $ 1,428 $ (80) $ (192) 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, 2021 2020 2019 Federal tax benefit at statutory rate $ (28,906) $ (47,209) $ (14,480) State tax 422 56 93 Foreign rate differential 1,001 (153) 136 Non-deductible permanent items 38 268 (468) Stock-based compensation (7,055) (1,550) (9,850) Tax credits (882) (382) (1,403) Change in valuation allowance 36,810 48,890 25,780 Total $ 1,428 $ (80) $ (192) The Company has not provided U.S. income taxes or foreign withholding taxes on the undistributed earnings of its profitable foreign subsidiaries as of December 31, 2021 because it intends to permanently reinvest such earnings in foreign operations. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability may be reduced by any foreign income taxes previously paid on these earnings. The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2021 2020 Deferred tax assets: Net operating losses $ 133,220 $ 108,110 Accruals and reserves 15,928 16,138 Tax credit carryforward 13,662 11,999 Stock-based compensation 12,642 10,501 Deferred interest 19,342 6,163 Depreciation and amortization 3,377 4,014 Lease liability 2,232 2,267 Total deferred tax assets 200,403 159,192 Valuation allowance (199,380) (148,011) Net deferred tax assets 1,023 11,181 Deferred tax liabilities: Depreciation and amortization (1,053) (1,778) Debt — (8,945) Right of use asset (1,860) (1,935) Net deferred taxes $ (1,890) $ (1,477) 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, 2021 and 2020. The total valuation allowance recorded as of December 31, 2021 and 2020 was $199.4 million and $148.0 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, 2021 Deferred tax asset valuation allowance $ 148,011 62,508 (11,139) — $ 199,380 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 As of December 31, 2021 and 2020, the Company has net operating loss carryforwards for federal income tax purposes of $500.0 million and $387.3 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 $99.1 million and $82.8 million of net operating loss carryforwards available to reduce future taxable income, for California state income tax purposes for the years ended December 31, 2021 and 2020, 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, 2021 and 2020, the Company had foreign net operating loss carryforwards of $13.0 million and $13.7 million (tax-effected), respectively, which will expire at various dates beginning in 2022, if not utilized. As of December 31, 2021 the Company had Federal and California Research and Development Credits of $13.2 million and $12.4 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, 2021 and 2020, 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 2022. As of December 31, 2021 and 2020, 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, 2021 and 2020, the Company had unrecognized tax benefits of $13.3 million and $11.2 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): 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 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 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,195 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (51) Balance as of December 31, 2021 $ 13,308 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, 2021, $0.4 million of the Company’s gross unrecognized tax benefits, if recognized, would affect the effective tax rate and, $12.9 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. There were no interest and penalties accrued as of December 31, 2021 and 2020. 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. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United States $ 142,683 $ 73,350 $ 236,845 International 44,451 32,656 89,956 Total net revenue $ 187,134 $ 106,006 $ 326,801 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, 2021 | |
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. Certain prior period amounts have been reclassified to conform to the current period presentation. |
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. |
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, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, 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 reportable segment. |
Recently Adopted Accounting Pronouncements | 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 Company early adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. Adoption of ASU 2020-06 resulted in a decrease to additional paid-in capital of $45.5 million, an increase to retained earnings of $3.1 million, and a net increase to long-term debt of $42.4 million. Refer to Note 10, "Debt", for more details. The Company will use the if-converted method to calculate diluted EPS unless it makes an irrevocable election to settle the principal of the notes in cash and the excess conversion spread in shares, in which case the Company can continue to use the Treasury stock method. Since the Company had a net loss for the year ended December 31, 2021 and 2020, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. |
Revenue Recognition | The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40), effective January 1, 2019, using a modified retrospective approach to contracts which were not completed as of the adoption date. The Company derives its revenues primarily from ticketing and payment processing. The Company also derives a smaller portion of revenues from marketing services. The Company's customers are event creators who use the Company's platform to sell tickets and market events 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. Transaction Revenue For ticketing services, the Company's service provides a platform to the event creator and attendee to transact. The Company's performance obligation is to facilitate and process that transaction and issue the ticket, and revenue is recognized by the Company when the ticket is sold. The amount that the Company earns for its services is fixed which typically consists of a flat fee and a percentage based fee per ticket. As a result, the Company records revenue on a net basis related to its ticketing service fees. For payment processing services, the Company's service provides the event creator with 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. For EPP services, 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 in establishing the price of its service. As a result, the Company records revenue on a gross basis related to its EPP service fees. Costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Under the FPP option, the Company is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company records revenue on a net basis related to its FPP service fees. Revenue is presented net of indirect taxes, customer refunds, payment chargebacks, estimated uncollectible amounts, creator royalties, and amortization of creator signing fees. Previously, the Company offered upfront payments to creators entering into new or renewed ticketing arrangements. However, the Company is shifting from upfront payment incentives to performance based incentives on a limited basis. 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. Marketing Revenue Revenue from marketing services is derived from providing creators with access to various marketing tools and functionalities for a monthly subscription fee. The Company considers that it satisfies its performance obligation as it provides the services to customers and recognizes revenue ratably over the service term which varies from one month to a year. |
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. |
Creator Signing Fees, Net and Creator Advances, 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. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. 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 management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, 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 consist of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five As a result of the COVID-19 pandemic and its effect of causing creators to cancel, postpone or reschedule events, the Company temporarily suspended its advance payouts program on March 11, 2020, at which date the total advance payouts to creators related to future events was approximately $354.0 million. The Company started making advance payouts available to a limited number of qualified creators during the third quarter of 2020. In the second quarter of 2021, the Company launched Scheduled Payouts, an updated advance payouts program, to paid creators who qualify and accept the Company's standard or negotiated terms and conditions. As of December 31, 2021, advance payouts outstanding was approximately $319.3 million including $79.5 million of advance payouts issued since the third quarter of 2020, when the Company resumed the advance payout program on a limited basis. |
Chargebacks and Refunds Reserve | The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. 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 reserves for estimated advance payout losses 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 nature of future events, the remaining time to event date, macro-economic conditions and current events, and actual chargeback and refund activity during the current year. The chargebacks and refunds reserve was $21.4 million and $33.2 million which primarily includes reserve balances for estimated advance payout losses of $18.5 million and $29.5 million as of December 31, 2021 and December 31, 2020, respectively. The decrease in the reserve balance during the year ended December 31, 2021 was the result of lower estimated losses from the advance payout program and estimated future refunds of fees, which were previously higher at the onset of the COVID-19 pandemic. Due to the nature of the COVID-19 situation and the limited amount of currently available data, there is a high degree of uncertainty around the outcome of events that are currently postponed or rescheduled and the remaining advance payouts balance. It is possible that this amount will not be sufficient and the Company's actual losses could be materially different from its current estimates. The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. |
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 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 $268.6 million and $181.1 million as of December 31, 2021 and 2020, 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 relating to contracts entered into with other parties 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. |
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 cash equivalents, 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 the Company's convertible senior notes. |
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. In relation to the capped call transactions, the Company is subject to counterparty risk of default with financial institutions (option counterparties). The Company's exposure to the credit risk of the option counterparties under the capped call transactions is not secured by any collateral. 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. |
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 balance includes 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 credit losses 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 has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. 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 prepayments and lease incentives. 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. 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. 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. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Additionally, the Company elected to combine lease and non-lease components as a single lea se component. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. The Company adopted ASU 2016-02, Leases (Topic 842) effective January 1, 2019, using a modified retrospective basis and applied the optional practical expedients related to the transition. 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 |
Internal-Use Software Development Costs | The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. |
Business Combinations | The Company 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. |
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. During the year ended December 31, 2021, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary. |
Acquired Intangible Assets, Net | Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from 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. There were no impairment charges in any of the periods presented in the consolidated financial statements. |
Impairment of Long-lived Assets | If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful 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. For the periods presented, the Company had recorded no impairment charges of long-lived assets. |
Stock-Based Compensation Expense | Stock-based compensation expense is measured based on the grant-date fair value of the awards. The Company uses the market closing price of its common stock as reported on the New York Stock Exchange for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. 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. Determining the grant-date fair value of options using the Black-Scholes option-pricing model requires management to make assumptions and judgments. The Company uses a blended volatility that includes its common stock trading history and supplements the remaining historical information with the trading history from the common stock of a set of comparable publicly-traded companies. The expected term of stock options granted has been determined using the simplified method, which uses the midpoint between the vesting date and the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. |
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. |
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. |
Net Loss Per Share | Prior to the adoption of ASU 2020-06, the Company used the treasury stock method for calculating any potential dilutive effect of the common shares outstanding on net loss per share, if applicable, including stock options, restricted stock units and shares underlying the conversion option of the convertible senior notes. After the adoption of ASU 2020-06 on January 1, 2021, the Company used the if-converted method for calculating any potential dilutive effect of its common equivalent shares and convertible senior notes. The potential impact upon the conversion of the convertible senior notes and common equivalent shares are excluded from the calculation of diluted net loss per share in periods for which they have an anti-dilutive effect. 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, 2021 | |
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, 2021 | |
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, 2021 2020 2019 Cash and cash equivalents $ 634,378 $ 505,756 $ 420,712 Restricted cash 1,781 2,674 2,228 Total cash, cash equivalents and restricted cash $ 636,159 $ 508,430 $ 422,940 |
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, 2021 2020 2019 Cash and cash equivalents $ 634,378 $ 505,756 $ 420,712 Restricted cash 1,781 2,674 2,228 Total cash, cash equivalents and restricted cash $ 636,159 $ 508,430 $ 422,940 |
Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life 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, 2021 2020 Capitalized internal-use software development costs 51,292 49,202 Furniture and fixtures 1,298 3,594 Computers and computer equipment 6,854 6,926 Leasehold improvements 4,841 7,690 Finance lease right-of-use assets 605 607 64,890 68,019 Less: Accumulated depreciation and amortization (57,728) (56,445) Property and equipment, net $ 7,162 $ 11,574 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2021 2020 Accounts receivable, customers $ 2,085 $ 1,494 Allowance for credit losses (975) (1,036) Accounts receivable, net $ 1,110 $ 458 The following table summarizes the activity in creator advances for the periods indicated (in thousands): December 31, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid 75 7,740 Creator advances recouped (4,770) (10,257) Write-offs and other adjustments (1,094) (14,036) Balance, end of period $ 862 $ 6,651 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 Balance, beginning of period $ 9,495 $ 26,307 Creator signing fees paid 35 3,961 Amortization of creator signing fees (2,817) (8,553) Write-offs and other adjustments (3,304) (12,220) Balance, end of period $ 3,409 $ 9,495 Creator signing fees, net $ 1,184 $ 3,657 Creator signing fees, noncurrent 2,225 5,838 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Activity in Creator Advances | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2021 2020 Accounts receivable, customers $ 2,085 $ 1,494 Allowance for credit losses (975) (1,036) Accounts receivable, net $ 1,110 $ 458 The following table summarizes the activity in creator advances for the periods indicated (in thousands): December 31, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid 75 7,740 Creator advances recouped (4,770) (10,257) Write-offs and other adjustments (1,094) (14,036) Balance, end of period $ 862 $ 6,651 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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 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, 2021 2020 Capitalized internal-use software development costs 51,292 49,202 Furniture and fixtures 1,298 3,594 Computers and computer equipment 6,854 6,926 Leasehold improvements 4,841 7,690 Finance lease right-of-use assets 605 607 64,890 68,019 Less: Accumulated depreciation and amortization (57,728) (56,445) Property and equipment, net $ 7,162 $ 11,574 |
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, 2021 2020 2019 Depreciation expense $ 1,917 $ 4,194 $ 5,950 Capitalized internal-use software development costs 2,090 5,008 8,993 Amortization of capitalized internal-use software development costs 5,592 7,866 7,562 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Components of Operating Lease Cost | The components of operating lease costs for the year ended December 31, 2021 were as follows (in thousands): Year Ended December 31, 2021 2020 Operating lease costs $ 4,647 $ 8,827 Sublease income (1,427) (4,207) Total operating lease costs, net $ 3,220 $ 4,620 |
Maturities of Operating Lease Liabilities | As of December 31, 2021, maturities of operating lease liabilities were as follows (in thousands): 2022 $ 4,492 2023 4,043 2024 2,225 2025 1,997 2026 425 Thereafter 381 Total operating lease payments 13,563 Less: Imputed interest (737) Total operating lease liabilities $ 12,826 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 4,149 Operating lease liabilities, noncurrent 8,677 Total operating lease liabilities $ 12,826 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Finite-Lived Intangible Assets Acquired as Part of Business Combination | 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 useful life Developed technology $ 3,300 4.0 Customer relationships 400 2.5 Trademark 50 2.0 Total acquired intangible assets $ 3,750 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2019 170,560 Additions from acquisitions 3,828 At December 31, 2020 174,388 Additions from acquisitions — At December 31, 2021 174,388 |
Acquired Intangible Assets | Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2021 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 20,029 $ 2,367 2.9 Customer relationships 74,884 46,157 28,727 3.6 Tradenames 1,650 1,628 22 0.9 Acquired intangible assets, net $ 98,930 $ 67,814 $ 31,116 December 31, 2020 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) 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 |
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, 2021 2020 2019 Cost of net revenue $ 825 $ 143 $ 434 Sales, marketing and support 10,357 10,430 10,381 General and administrative 25 3 — Total amortization of acquired intangible assets $ 11,207 $ 10,576 $ 10,815 |
Total Expected Future Amortization Expense for Acquired Intangible Assets | As of December 31, 2021, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2022 $ 9,209 2023 8,593 2024 8,300 2025 5,014 2026 — Thereafter — Total expected future amortization expense $ 31,116 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Key Terms and Details of Term Loan Borrowings and Composition of Term Loans | As of December 31, 2021, long-term debt consisted of the following (in thousands): Convertible Notes (2026 Notes) Convertible Notes (2025 Notes) Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (4,915) (4,271) (9,186) Carrying amount, long-term debt $ 207,835 $ 145,729 $ 353,564 As of December 31, 2020, long-term debt consisted of the following (in thousands): Convertible Notes (2025 Notes) Term Loans Total Outstanding principal balance $ 150,000 $ 125,000 $ 275,000 Payment in Kind interest — 6,784 6,784 Less: Unamortized discount (43,973) (22,387) (66,360) Less: Debt issuance costs (3,638) (5,156) (8,794) Carrying amount, long-term debt $ 102,389 $ 104,241 $ 206,630 |
Schedule of Carrying Amount of the Equity Component of the Convertible Senior Notes | The net carrying amount of the equity component of the convertible senior notes as of December 31, 2021 and 2020 was as follows (in thousands): Convertible Notes (2025 Notes) December 31, 2021 December 31, 2020 Proceeds allocated to the conversion option $ — $ 47,250 Less: issuance costs — (1,798) Carrying amount of the equity component $ — $ 45,452 |
Interest Income and Interest Expense Disclosure | The following tables set forth the total interest expense recognized related to the term loans and the convertible notes for the year ended December 31, 2021 and 2020 (in thousands): Year Ended December 31, 2021 2020 Cash interest expense $ 9,806 $ 7,275 Payment in Kind interest 2,178 6,784 Amortization of debt discount 1,750 8,705 Amortization of debt issuance costs 2,167 1,521 Total interest expense $ 15,901 $ 24,285 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 (in thousands): Payments due by Year Total 2022 2023 2024 2025 2026 Thereafter Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ — $ — $ 212,750 $ — Interest obligations on 2026 Notes (1) 7,980 1,596 1,596 1,596 1,596 1,596 — Convertible Senior Notes Due 2025 150,000 — — — 150,000 — — Interest obligations on 2025 Notes (1) 30,000 7,500 7,500 7,500 7,500 — — Operating lease obligations (2) 13,563 4,492 4,043 2,225 1,997 425 381 Purchase Commitments (3) 20,942 4,375 6,038 6,650 3,879 — — Total $ 435,235 $ 17,963 $ 19,177 $ 17,971 $ 164,972 $ 214,771 $ 381 (1) The 2026 Notes and 2025 Notes bear interest at a fixed rate of 0.750% and 5.000% per year, respectively. (2) Consists of the Company's operating lease obligations for office space under non-cancelable agreements. Total payments listed represent total minimum future lease payments. (3) 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, 2021 | |
Equity [Abstract] | |
Stock Option Activity | Stock option activity under the Plans is as follows: Outstanding options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) 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 Granted 1,050,665 20.70 Exercised (3,360,280) 5.51 41,241 Cancelled (104,849) 10.78 Balance as of December 31, 2021 11,260,788 12.11 6.7 63,862 Vested and exercisable as of December 31, 2021 7,962,929 11.33 6.0 49,540 Vested and expected to vest as of December 31, 2021 11,113,690 $ 12.06 6.7 $ 63,361 |
Restricted Stock Activity | Restricted stock activity under the Plans is as follows: Outstanding RSUs and RSAs Weighted-average grant date fair value per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) 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 Awarded 3,377,457 20.56 Released (1,894,966) 14.42 Cancelled (894,780) 17.07 Balance at December 31, 2021 4,353,637 18.40 1.5 $ 75,873 Vested and expected to vest as of December 31, 2021 3,761,345 $ 18.34 1.4 $ 65,598 |
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, 2021 2020 2019 Expected dividend yield — — — Expected volatility 57.0 - 64.3% 54.7 - 64.6% 48.8 - 49.7% Risk-free interest rate 1.0 - 1.1% 0.3 - 0.7% 1.3 - 2.6% Expected term (years) 5.5 - 6.1 5.1 - 6.1 5.0 - 6.1 |
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, 2021 2020 2019 Expected dividend yield — — — Expected volatility 45.4 - 55.7% 81.2 - 99.9% 43.3 - 58.9% Risk-free interest rate — - 0.1% 0.1 - 0.2% 1.6 - 2.3% Expected term (years) 0.5 0.5 0.5 |
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, 2021, 2020 and 2019 were as follows: Year Ended December 31, 2021 2020 2019 Cost of net revenue $ 904 $ 1,146 $ 1,397 Product development 16,384 13,244 11,130 Sales, marketing and support 5,627 4,778 5,471 General and administrative 24,608 21,047 19,596 Total $ 47,523 $ 40,215 $ 37,594 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Share | Year Ended December 31, 2021 2020 2019 Net loss $ (139,080) $ (224,718) $ (68,760) Weighted-average shares used in computing net loss per share, basic and diluted 94,303 89,335 81,979 Net loss per share, basic and diluted $ (1.47) $ (2.52) $ (0.84) |
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, 2021 2020 2019 Shares related to convertible senior notes 19,538 11,909 — Stock options to purchase common stock 11,261 13,675 15,684 Restricted stock and restricted stock units 4,323 3,766 4,347 Early exercised options — — 19 ESPP 83 66 — Total shares of potentially dilutive securities 35,205 29,416 20,050 For the 2026 Notes, the conversion spread of 7.6 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s Class A common stock for a given period exceeds the conversion price of $27.89 per share. Although the average market price of the Company's Class A common stock exceeds the conversion price of $12.60 per share for the 2025 Notes, the conversion spread of 11.9 million shares did not impact the net loss per share calculation as it would have an anti-dilutive effect. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 Domestic $ (133,891) $ (217,874) $ (60,807) International (3,761) (6,924) (8,145) Total $ (137,652) $ (224,798) $ (68,952) |
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, 2021 2020 2019 Current tax expense (benefit) Federal $ (7) $ — $ (17) State 305 (56) 93 Foreign 713 159 112 Total current tax expense (benefit) 1,011 103 188 Deferred tax expense (benefit) Federal 234 316 315 State 118 112 171 Foreign 65 (611) (866) Total deferred tax expense (benefit) 417 (183) (380) Total income tax provision (benefit) $ 1,428 $ (80) $ (192) |
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, 2021 2020 2019 Federal tax benefit at statutory rate $ (28,906) $ (47,209) $ (14,480) State tax 422 56 93 Foreign rate differential 1,001 (153) 136 Non-deductible permanent items 38 268 (468) Stock-based compensation (7,055) (1,550) (9,850) Tax credits (882) (382) (1,403) Change in valuation allowance 36,810 48,890 25,780 Total $ 1,428 $ (80) $ (192) |
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, 2021 2020 Deferred tax assets: Net operating losses $ 133,220 $ 108,110 Accruals and reserves 15,928 16,138 Tax credit carryforward 13,662 11,999 Stock-based compensation 12,642 10,501 Deferred interest 19,342 6,163 Depreciation and amortization 3,377 4,014 Lease liability 2,232 2,267 Total deferred tax assets 200,403 159,192 Valuation allowance (199,380) (148,011) Net deferred tax assets 1,023 11,181 Deferred tax liabilities: Depreciation and amortization (1,053) (1,778) Debt — (8,945) Right of use asset (1,860) (1,935) Net deferred taxes $ (1,890) $ (1,477) |
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, 2021 Deferred tax asset valuation allowance $ 148,011 62,508 (11,139) — $ 199,380 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 |
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, 2018 $ 7,240 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,584 Gross amount of 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 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,195 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (51) Balance as of December 31, 2021 $ 13,308 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
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, 2021 2020 2019 United States $ 142,683 $ 73,350 $ 236,845 International 44,451 32,656 89,956 Total net revenue $ 187,134 $ 106,006 $ 326,801 |
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 ($)$ / sharesshares | Dec. 31, 2021USD ($)segmentshares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Class of Stock [Line Items] | |||||
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) | 41,628,207 | ||||
Net cash provided by (used in) operating activities | $ | $ 79,081 | $ (156,892) | $ 29,955 | ||
Net cash provided by (used in) financing activities | $ | $ 51,181 | $ 255,039 | (32,817) | ||
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 | ||||
Series G Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) | 933,269 | ||||
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 common stock from Class B to Class A (in shares) | 6,956,921 | 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 | Over-Allotment Option | |||||
Class of Stock [Line Items] | |||||
Shares issued in initial public offering (in shares) | 1,500,000 | ||||
Class B Common Stock | Common Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of common stock from Class B to Class A (in shares) | (6,956,921) | (688,973) | (43,255,565) | ||
Class B Common Stock | Common Stock | Conversion of Redeemable Convertible Preferred Stock | |||||
Class of Stock [Line Items] | |||||
Conversion of common stock from Class B to Class A (in shares) | 42,188,624 | ||||
Class B Common Stock | Common Stock | Conversion Of Warrants | |||||
Class of Stock [Line Items] | |||||
Conversion of common stock from Class B to Class A (in 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 | |
Total restructuring and other charges | $ 9,500 | $ 9,521 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 01, 2021 | Mar. 11, 2020 | Jan. 01, 2019 | Dec. 31, 2018 | |
Significant Accounting Policies [Line Items] | |||||||
Equity | $ 169,900,000 | $ 315,572,000 | $ 425,815,000 | $ 415,222,000 | |||
Long-term debt | $ 353,564,000 | 206,630,000 | |||||
Accounts payable, unremitted ticket sale proceeds, net of fees and taxes | 5 days | ||||||
Advance payouts to creators | $ 319,300,000 | $ 354,000,000 | |||||
Advance payouts, recently issued, amount | 79,500,000 | ||||||
Chargebacks and refunds reserve | 21,395,000 | 33,225,000 | |||||
Loss contingency, estimate of possible loss | 18,500,000 | 29,500,000 | |||||
Cash and cash equivalents | 634,378,000 | 505,756,000 | 420,712,000 | ||||
Funds receivable | 18,197,000 | 10,807,000 | |||||
Operating lease right-of-use assets | 10,940,000 | 13,886,000 | |||||
Operating lease liabilities | 12,826,000 | ||||||
Impairment loss from acquired assets | 0 | 0 | |||||
Asset impairment charges | 0 | 0 | |||||
Advertising expense | 2,400,000 | 1,100,000 | 4,600,000 | ||||
Foreign currency remeasurement gain (loss) | $ (3,700,000) | (2,600,000) | 1,100,000 | ||||
Customer Concentration Risk | Accounts Receivable | One Customer | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk, percentage | 11.00% | ||||||
Capitalized Internal-Use Software Development Costs | |||||||
Significant Accounting Policies [Line Items] | |||||||
Estimated useful life | 2 years | ||||||
ASU 2016-02 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Operating lease right-of-use assets | $ 25,700,000 | ||||||
Operating lease liabilities | $ 29,700,000 | ||||||
Tickets Sold on Behalf of Creators | |||||||
Significant Accounting Policies [Line Items] | |||||||
Funds receivable | $ 16,700,000 | 10,000,000 | |||||
Creator Cash | |||||||
Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | 268,600,000 | 181,100,000 | |||||
Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | (733,571,000) | (597,544,000) | (372,826,000) | (302,695,000) | |||
Additional Paid-In Capital | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ 903,470,000 | 913,115,000 | $ 798,640,000 | 718,405,000 | |||
Cumulative Effect Adjustment upon Adoption of ASU | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | (42,399,000) | (600,000) | |||||
Cumulative Effect Adjustment upon Adoption of ASU | ASU 2020-06 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Long-term debt | $ 42,400,000 | ||||||
Cumulative Effect Adjustment upon Adoption of ASU | ASU 2016-02 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | (771,000) | ||||||
Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | 3,053,000 | (600,000) | |||||
Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | ASU 2020-06 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | 3,100,000 | ||||||
Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | ASU 2016-02 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (771,000) | ||||||
Cumulative Effect Adjustment upon Adoption of ASU | Additional Paid-In Capital | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (45,452,000) | ||||||
Cumulative Effect Adjustment upon Adoption of ASU | Additional Paid-In Capital | ASU 2020-06 | |||||||
Significant Accounting Policies [Line Items] | |||||||
Equity | $ (45,500,000) |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 634,378 | $ 505,756 | $ 420,712 | |
Restricted cash | 1,781 | 2,674 | 2,228 | |
Total cash, cash equivalents and restricted cash | $ 636,159 | $ 508,430 | $ 422,940 | $ 439,400 |
Significant Accounting Polici_6
Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
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 - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable, customers | $ 2,085 | $ 1,494 |
Allowance for credit losses | (975) | (1,036) |
Accounts receivable, net | $ 1,110 | $ 458 |
Creator Signing Fees, Net - Nar
Creator Signing Fees, Net - Narrative (Details) | Dec. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |
Creator signing fees, amortization period | 3 years |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Activity in creator signing fees: | |||
Balance, beginning of period | $ 9,495 | $ 26,307 | |
Creator signing fees paid | 35 | 3,961 | |
Amortization of creator signing fees | (2,817) | (8,553) | $ (10,858) |
Write-offs and other adjustments | (3,304) | (12,220) | |
Balance, end of period | 3,409 | 9,495 | $ 26,307 |
Creator signing fees, net | 1,184 | 3,657 | |
Creator signing fees, noncurrent | $ 2,225 | $ 5,838 |
Creator Advances, Net (Details)
Creator Advances, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 6,651 | $ 23,204 |
Creator advances paid | 75 | 7,740 |
Creator advances recouped | (4,770) | (10,257) |
Write-offs and other adjustments | (1,094) | (14,036) |
Balance, end of period | $ 862 | $ 6,651 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 605 | $ 607 |
Property and equipment | 64,890 | 68,019 |
Less: Accumulated depreciation and amortization | (57,728) | (56,445) |
Property and equipment, net | 7,162 | 11,574 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 51,292 | 49,202 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,298 | 3,594 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 6,854 | 6,926 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 4,841 | $ 7,690 |
Property and Equipment, Net - C
Property and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,917 | $ 4,194 | $ 5,950 |
Capitalized internal-use software development costs | 2,090 | 5,008 | 8,993 |
Amortization of capitalized internal-use software development costs | $ 5,592 | $ 7,866 | $ 7,562 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |
Cash payments for operating lease liabilities | $ (5.3) |
Weighted-average remaining operating lease term | 3 years 7 months 6 days |
Weighted-average discount rate on operating leases | 3.00% |
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) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 4,647 | $ 8,827 |
Sublease income | (1,427) | (4,207) |
Total operating lease costs, net | $ 3,220 | $ 4,620 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2022 | $ 4,492 | |
2023 | 4,043 | |
2024 | 2,225 | |
2025 | 1,997 | |
2026 | 425 | |
Thereafter | 381 | |
Total | 13,563 | |
Less: Imputed interest | (737) | |
Total operating lease liabilities | 12,826 | |
Operating lease liabilities, current | 4,149 | $ 4,940 |
Operating lease liabilities, noncurrent | $ 8,677 | $ 11,517 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2020USD ($) | Dec. 31, 2021USD ($)acquisition | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($)acquisition | |
Business Acquisition [Line Items] | ||||
Number of businesses acquired | acquisition | 0 | 0 | ||
Cash paid for acquisitions, net of cash acquired | $ 0 | $ (6,375) | $ 0 | |
ToneDen | ||||
Business Acquisition [Line Items] | ||||
Percentage of interests acquired | 100.00% | |||
Purchase consideration | $ 7,500 | |||
Cash paid for acquisitions, net of cash acquired | (6,400) | |||
Cash holdback | $ 1,100 | |||
Cash holdback period | 18 months | |||
Acquisition costs | $ 200 |
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 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 174,388 | $ 174,388 | $ 170,560 | |
ToneDen | ||||
Business Acquisition [Line Items] | ||||
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 | |||
Cost | 3,750 | |||
Developed technology | ToneDen | ||||
Business Acquisition [Line Items] | ||||
Cost | $ 3,300 | |||
Estimated useful life | 4 years | |||
Customer relationships | ToneDen | ||||
Business Acquisition [Line Items] | ||||
Cost | $ 400 | |||
Estimated useful life | 2 years 6 months | |||
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, 2021 | Dec. 31, 2020 | |
Goodwill [Roll Forward] | ||
Balance | $ 174,388 | $ 170,560 |
Additions from acquisitions | 0 | 3,828 |
Balance | $ 174,388 | $ 174,388 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Acquired intangible assets, net: | ||
Cost | $ 98,930 | $ 98,930 |
Accumulated Amortization | 67,814 | 56,597 |
Total expected future amortization expense | 31,116 | 42,333 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 22,396 | 22,396 |
Accumulated Amortization | 20,029 | 19,194 |
Total expected future amortization expense | $ 2,367 | $ 3,202 |
Weighted-average remaining useful life (years) | 2 years 10 months 24 days | 3 years 10 months 24 days |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | $ 74,884 | $ 74,884 |
Accumulated Amortization | 46,157 | 35,800 |
Total expected future amortization expense | $ 28,727 | $ 39,084 |
Weighted-average remaining useful life (years) | 3 years 7 months 6 days | 4 years 4 months 24 days |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | $ 1,650 | $ 1,650 |
Accumulated Amortization | 1,628 | 1,603 |
Total expected future amortization expense | $ 22 | $ 47 |
Weighted-average remaining useful life (years) | 10 months 24 days | 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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 11,207 | $ 10,576 | $ 10,815 |
Cost of net revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 825 | 143 | 434 |
Sales, marketing and support | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 10,357 | 10,430 | 10,381 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 25 | $ 3 | $ 0 |
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, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 9,209 | |
2023 | 8,593 | |
2024 | 8,300 | |
2025 | 5,014 | |
2026 | 0 | |
Thereafter | 0 | |
Total expected future amortization expense | $ 31,116 | $ 42,333 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Convertible Senior Notes | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Convertible Notes (2025 Notes) | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 5.00% | ||
Remaining life of debt instrument | 47 months | ||
Convertible Notes (2026 Notes) | |||
Debt Instrument [Line Items] | |||
Stated interest rate | 0.75% | ||
Remaining life of debt instrument | 56 months |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 362,750 | $ 275,000 |
Payment in Kind interest | 6,784 | |
Less: Unamortized discount | (66,360) | |
Less: Debt issuance costs | (9,186) | (8,794) |
Carrying amount, long-term debt | 353,564 | 206,630 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 125,000 | |
Payment in Kind interest | 6,784 | |
Less: Unamortized discount | (22,387) | |
Less: Debt issuance costs | (5,156) | |
Carrying amount, long-term debt | 104,241 | |
Convertible Notes (2026 Notes) | Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 212,750 | |
Less: Debt issuance costs | (4,915) | |
Carrying amount, long-term debt | 207,835 | |
Convertible Notes (2025 Notes) | Convertible Senior Notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 150,000 | 150,000 |
Payment in Kind interest | 0 | |
Less: Unamortized discount | (43,973) | |
Less: Debt issuance costs | (4,271) | (3,638) |
Carrying amount, long-term debt | $ 145,729 | $ 102,389 |
Debt - Carrying Amount of the E
Debt - Carrying Amount of the Equity Component of the Convertible Notes (Details) - Convertible Notes (2025 Notes) - Convertible Notes - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion option | $ 0 | $ 47,250 |
Less: issuance costs | 0 | (1,798) |
Carrying amount of the equity component | $ 0 | $ 45,452 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |||
Cash interest expense | $ 9,806 | $ 7,275 | |
Payment in Kind interest | 2,178 | 6,784 | $ 0 |
Amortization of debt discount | 1,750 | 8,705 | |
Amortization of debt issuance costs | 2,167 | 1,521 | |
Total interest expense | $ 15,901 | $ 24,285 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 11, 2021 | May 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||||
Debt discount | $ 66,360 | ||||
Loss on debt extinguishment | $ (49,977) | 0 | $ (1,742) | ||
Payment in Kind interest | 2,178 | 6,784 | 0 | ||
Amortization of debt discount and issuance costs | 3,917 | 10,226 | $ 326 | ||
Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 40,600 | ||||
Stock Purchase Agreement | |||||
Debt Instrument [Line Items] | |||||
Shares issued in initial public offering (in shares) | 2,599,174 | ||||
Offering price (in dollars per share) | $ 0.01 | ||||
Stock Purchase Agreement | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ 27,400 | ||||
Term Loans | |||||
Debt Instrument [Line Items] | |||||
Debt discount | 22,387 | ||||
Term Loans | Line of Credit | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | 7,600 | ||||
Total cash costs | 13,200 | ||||
Debt discount | $ 5,600 | ||||
May 2020 Credit Agreement | Term Loans | |||||
Debt Instrument [Line Items] | |||||
Repayment of long-term debt | $ 153,200 | ||||
Principal payments | 125,000 | ||||
Payments for repayment premium | 18,200 | ||||
Payments for in-kind interest | 9,000 | ||||
Payments for accrued interest | $ 1,000 | ||||
Loss on debt extinguishment | (49,977) | ||||
Write-off of unamortized debt discount and issuance costs | 31,800 | ||||
Make whole premium | 18,200 | ||||
Payment in Kind interest | 2,200 | 6,800 | |||
Amortization of debt discount and issuance costs | 2,200 | 6,700 | |||
Interest expense | $ 1,000 | $ 3,200 |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 1 Months Ended | 12 Months Ended | ||||
Mar. 31, 2021USD ($)day$ / shares | Jun. 30, 2020USD ($)day$ / shares | Dec. 31, 2021USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term debt, gross | $ (362,750,000) | $ (275,000,000) | ||||
Equity | 169,900,000 | 315,572,000 | $ 425,815,000 | $ 415,222,000 | ||
Amortization of debt issuance costs | 2,167,000 | 1,521,000 | ||||
Accumulated Deficit | ||||||
Debt Instrument [Line Items] | ||||||
Equity | (733,571,000) | (597,544,000) | $ (372,826,000) | (302,695,000) | ||
Cumulative Effect Adjustment upon Adoption of ASU | ||||||
Debt Instrument [Line Items] | ||||||
Equity | (42,399,000) | (600,000) | ||||
Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | ||||||
Debt Instrument [Line Items] | ||||||
Equity | 3,053,000 | $ (600,000) | ||||
Convertible Notes (2025 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Amortization of debt discount and issuance costs | 900,000 | 3,500,000 | ||||
Convertible Senior Notes | Convertible Notes (2025 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 150,000,000 | |||||
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 | |||||
Long-term debt, gross | $ (150,000,000) | (150,000,000) | ||||
Effective interest rate | 5.80% | |||||
Interest expense | $ 7,500,000 | $ 4,100,000 | ||||
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% | |||||
Convertible Senior Notes | Convertible Notes (2025 Notes) | Fair Value, Inputs, Level 2 | ||||||
Debt Instrument [Line Items] | ||||||
Estimated fair value of long-term debt | $ 245,100,000 | |||||
Convertible Senior Notes | Convertible 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 | day | 20 | |||||
Threshold consecutive trading days for conversion | day | 30 | |||||
Convertible Senior Notes | Convertible 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 | |||||
Convertible Senior Notes | Convertible Notes (2026 Notes) | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 212,750,000 | |||||
Stated interest rate | 0.75% | |||||
Long-term debt, gross | $ (212,750,000) | |||||
Effective interest rate | 1.30% | |||||
Interest expense | $ 1,300,000 | |||||
Conversion rate | 0.0358616 | |||||
Conversion price | $ / shares | $ 27.89 | $ 27.89 | ||||
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 | |||||
Percent of the aggregate principal amount due upon Event of Default | 25.00% | |||||
Special interest rate period | 180 days | |||||
Special interest rate | 0.50% | |||||
Estimated fair value of long-term debt | $ 200,800,000 | |||||
Total cash costs | $ 5,700,000 | |||||
Proceeds from the issuance of debt | $ 207,000,000 | |||||
Threshold trading days for redemption | day | 20 | |||||
Threshold consecutive trading days for redemption | day | 30 | |||||
Cure period | 30 days | |||||
Default on debt by the company or subsidiary that classifies as an event of default | $ 10,000,000 | |||||
Amortization of debt issuance costs | $ 800,000 | |||||
Convertible Senior Notes | Convertible Notes (2026 Notes) | Conversion Condition 1 | ||||||
Debt Instrument [Line Items] | ||||||
Threshold percentage of stock price trigger for conversion | 130.00% | |||||
Threshold trading days for conversion | day | 20 | |||||
Threshold consecutive trading days for conversion | day | 30 | |||||
Convertible Senior Notes | Convertible Notes (2026 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 - Capped Call Transactions
Debt - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | |||||
Purchase of convertible notes capped calls | $ 18,509 | $ 15,600 | $ 0 | ||
Convertible Notes (2026 Notes) | Convertible Senior Notes | Capped Calls | |||||
Debt Instrument [Line Items] | |||||
Cap price (in dollars per share) | $ 37.5375 | ||||
Purchase of convertible notes capped calls | $ 18,500 | ||||
Convertible Notes (2025 Notes) | Convertible Senior Notes | Capped Calls | |||||
Debt Instrument [Line Items] | |||||
Cap price (in dollars per share) | $ 17.1520 | ||||
Purchase of convertible notes capped calls | $ 15,600 | ||||
Strike price (in dollars per share) | $ 12.60 |
Commitments and Contingent Li_3
Commitments and Contingent Liabilities - Summary of Contractual Cash Obligations and Rights (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Long-term Debt | ||||
Carrying amount, long-term debt | $ 362,750 | $ 275,000 | ||
Operating lease obligations | ||||
Total | 13,563 | |||
2022 | 4,492 | |||
2023 | 4,043 | |||
2024 | 2,225 | |||
2025 | 1,997 | |||
2026 | 425 | |||
Thereafter | 381 | |||
Purchase Commitments | ||||
Total | 20,942 | |||
2022 | 4,375 | |||
2023 | 6,038 | |||
2024 | 6,650 | |||
2025 | 3,879 | |||
2026 | 0 | |||
Thereafter | 0 | |||
Total | ||||
Total | 435,235 | |||
2022 | 17,963 | |||
2023 | 19,177 | |||
2024 | 17,971 | |||
2025 | 164,972 | |||
2026 | 214,771 | |||
Thereafter | 381 | |||
Convertible Notes (2026 Notes) | Convertible Notes | ||||
Long-term Debt | ||||
Carrying amount, long-term debt | 212,750 | |||
2022 | 0 | |||
2023 | 0 | |||
2024 | 0 | |||
2025 | 0 | |||
2026 | 212,750 | |||
Thereafter | 0 | |||
Interest obligations | ||||
Total | 7,980 | |||
2022 | 1,596 | |||
2023 | 1,596 | |||
2024 | 1,596 | |||
2025 | 1,596 | |||
2026 | 1,596 | |||
Thereafter | 0 | |||
Total | ||||
Stated interest rate | 0.75% | |||
Convertible Notes (2025 Notes) | Convertible Notes | ||||
Long-term Debt | ||||
Carrying amount, long-term debt | 150,000 | $ 150,000 | ||
2022 | 0 | |||
2023 | 0 | |||
2024 | 0 | |||
2025 | 150,000 | |||
2026 | 0 | |||
Thereafter | 0 | |||
Interest obligations | ||||
Total | 30,000 | |||
2022 | 7,500 | |||
2023 | 7,500 | |||
2024 | 7,500 | |||
2025 | 7,500 | |||
2026 | 0 | |||
Thereafter | $ 0 | |||
Total | ||||
Stated interest rate | 5.00% |
Commitments and Contingent Li_4
Commitments and Contingent Liabilities - Narrative (Details) $ in Millions | Jan. 12, 2022USD ($) | Oct. 26, 2021USD ($)lawsuit | Sep. 02, 2021plaintiff | Jun. 04, 2020plaintiff | Jul. 24, 2019plaintiff | Apr. 15, 2019complaint | Jan. 31, 2022USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($) | Aug. 22, 2019lawsuit | Jun. 24, 2019lawsuit |
Loss Contingencies [Line Items] | |||||||||||
Settlement expense | $ 1.9 | ||||||||||
Loss contingency accrual | 13.6 | $ 11.1 | |||||||||
Estimate of possible loss attributable to potential interest and penalties | $ 1.5 | $ 2.2 | |||||||||
Class Action | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Number of plaintiffs | plaintiff | 2 | 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 plaintiffs | plaintiff | 2 | ||||||||||
Number of pending claims | lawsuit | 2 | 2 | |||||||||
Litigation settlement, amount awarded to other party | $ 19.3 | ||||||||||
State Action | Subsequent Event | |||||||||||
Loss Contingencies [Line Items] | |||||||||||
Litigation settlement | $ 6.7 | ||||||||||
Litigation settlement, amount paid by insurer | $ 12.6 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018shares | Dec. 31, 2021USD ($)votesPerShare$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | |
Class of Stock [Line Items] | ||||
Options issued and outstanding (in shares) | 11,260,788 | 13,675,252 | 15,684,021 | |
Compensation expense not yet recognized | $ | $ 23,100 | |||
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares | $ 11.87 | $ 4.74 | $ 8.57 | |
Stock-based compensation expense | $ | $ 47,523 | $ 40,215 | $ 37,594 | |
Common stock subject to repurchase related to stock options (in shares) | 0 | |||
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized | $ | $ 500 | 1,300 | 1,300 | |
2010 Stock Option Plan | ||||
Class of Stock [Line Items] | ||||
Options issued and outstanding (in shares) | 6,319,611 | |||
2018 Stock Option and Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Annual cumulative increase in the number of shares reserved and available for issuance | 5.00% | |||
Options issued and outstanding (in shares) | 4,941,177 | |||
Stock Options | ||||
Class of Stock [Line Items] | ||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 2 months 12 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 10 months 24 days | |||
Stock-based compensation expense | $ | $ 30,600 | 22,300 | 14,200 | |
Total unrecognized stock-based compensation | $ | 61,900 | |||
ESPP | 2018 Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation expense | $ | $ 500 | $ 1,400 | $ 1,200 | |
Employee earnings contributed to ESPP (up to) | 15.00% | |||
Percent of fair market value at which employee's may purchase stock | 85.00% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of votes per share | votesPerShare | 1 | |||
Class A Common Stock | 2018 Stock Option and Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 8,712,226 | |||
Class A Common Stock | ESPP | 2018 Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 3,552,290 | |||
Annual increase in shares available for issuance (in shares) | 1,534,500 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of votes per share | votesPerShare | 10 | |||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Outstanding options | |||
Balance (in shares) | 13,675,252 | 15,684,021 | |
Granted (in shares) | 1,050,665 | 3,062,634 | |
Exercised (in shares) | (3,360,280) | (3,255,264) | |
Cancelled (in shares) | (104,849) | (1,816,139) | |
Balance (in shares) | 11,260,788 | 13,675,252 | 15,684,021 |
Vested and exercisable (in shares) | 7,962,929 | ||
Vested and expected to vest (in shares) | 11,113,690 | ||
Weighted-average exercise price | |||
Balance (in dollars per share) | $ 9.82 | $ 9.28 | |
Granted (in dollars per share) | 20.70 | 9.15 | |
Exercised (in dollars per share) | 5.51 | 5.92 | |
Cancelled (in dollars per share) | 10.78 | 11.08 | |
Balance (in dollars per share) | 12.11 | $ 9.82 | $ 9.28 |
Vested and exercisable (in dollars per share) | 11.33 | ||
Vested and expected to vest (in dollars per share) | $ 12.06 | ||
Weighted-average remaining contractual term (years) | |||
Outstanding | 6 years 8 months 12 days | 6 years 4 months 24 days | 6 years 3 months 18 days |
Vested and exercisable | 6 years | ||
Vested and expected to vest | 6 years 8 months 12 days | ||
Aggregate intrinsic value (thousands) | |||
Outstanding | $ 63,862 | $ 113,499 | $ 170,847 |
Exercised | 41,241 | $ 23,152 | |
Vested and exercisable | 49,540 | ||
Vested and expected to vest | $ 63,361 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Outstanding RSUs and RSAs | ||
Balance (in shares) | 3,765,926 | 3,791,543 |
Awarded (in shares) | 3,377,457 | 3,377,338 |
Released (in shares) | (1,894,966) | (1,320,719) |
Cancelled (in shares) | (894,780) | (2,082,236) |
Balance (in shares) | 4,353,637 | 3,765,926 |
Vested and and expected to vest (in shares) | 3,761,345 | |
Weighted-average grant date fair value per share | ||
Balance (in dollars per share) | $ 14.16 | $ 20.44 |
Awarded (in dollars per share) | 20.56 | 10.40 |
Released (in dollars per share) | 14.42 | 16.58 |
Cancelled (in dollars per share) | 17.07 | 18.03 |
Balance (in dollars per share) | 18.40 | $ 14.16 |
Vested and expected to vest (in dollars per share) | $ 18.34 | |
Weighted-average remaining contractual term (years) | ||
Balance | 1 year 6 months | |
Vested and expected to vest | 1 year 4 months 24 days | |
Aggregate intrinsic value (thousands) | ||
Balance | $ 75,873 | |
Vested and expected to vest | $ 65,598 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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 | 57.00% | 54.70% | 48.80% |
Risk-free interest rate | 1.00% | 0.30% | 1.30% |
Expected term | 5 years 6 months | 5 years 1 month 6 days | 5 years |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 64.30% | 64.60% | 49.70% |
Risk-free interest rate | 1.10% | 0.70% | 2.60% |
Expected term | 6 years 1 month 6 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected term | 6 months | 6 months | 6 months |
ESPP | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 45.40% | 81.20% | 43.30% |
Risk-free interest rate | 0.00% | 0.10% | 1.60% |
ESPP | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 55.70% | 99.90% | 58.90% |
Risk-free interest rate | 0.10% | 0.20% | 2.30% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 47,523 | $ 40,215 | $ 37,594 |
Cost of net revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 904 | 1,146 | 1,397 |
Product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 16,384 | 13,244 | 11,130 |
Sales, marketing and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 5,627 | 4,778 | 5,471 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 24,608 | $ 21,047 | $ 19,596 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (139,080) | $ (224,718) | $ (68,760) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 94,303 | 89,335 | 81,979 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 94,303 | 89,335 | 81,979 |
Net loss per share, basic (in dollars per share) | $ (1.47) | $ (2.52) | $ (0.84) |
Net loss per share, diluted (in dollars per share) | $ (1.47) | $ (2.52) | $ (0.84) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
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) | 35,205 | 29,416 | 20,050 |
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) | 19,538 | 11,909 | 0 |
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) | 11,261 | 13,675 | 15,684 |
Restricted stock and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 4,323 | 3,766 | 4,347 |
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 | 0 | 19 |
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) | 83 | 66 | 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | 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) | 35,205 | 29,416 | 20,050 | ||
Convertible Notes (2025 Notes) | Convertible Senior Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion price | $ 12.60 | $ 12.60 | |||
Convertible Notes (2026 Notes) | Convertible Senior Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion price | $ 27.89 | $ 27.89 | |||
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) | 19,538 | 11,909 | 0 | ||
Shares related to convertible senior notes | Convertible Notes (2025 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) | 11,900 | ||||
Shares related to convertible senior notes | Convertible Notes (2026 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) | 7,600 |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (133,891) | $ (217,874) | $ (60,807) |
International | (3,761) | (6,924) | (8,145) |
Loss before income taxes | $ (137,652) | $ (224,798) | $ (68,952) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Current tax expense (benefit) | |||
Federal | $ (7) | $ 0 | $ (17) |
State | 305 | (56) | 93 |
Foreign | 713 | 159 | 112 |
Total current tax expense (benefit) | 1,011 | 103 | 188 |
Deferred tax expense (benefit) | |||
Federal | 234 | 316 | 315 |
State | 118 | 112 | 171 |
Foreign | 65 | (611) | (866) |
Total deferred tax expense (benefit) | 417 | (183) | (380) |
Total income tax provision (benefit) | $ 1,428 | $ (80) | $ (192) |
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit at statutory rate | $ (28,906) | $ (47,209) | $ (14,480) |
State tax | 422 | 56 | 93 |
Foreign rate differential | 1,001 | (153) | 136 |
Non-deductible permanent items | 38 | 268 | (468) |
Stock-based compensation | (7,055) | (1,550) | (9,850) |
Tax credits | (882) | (382) | (1,403) |
Change in valuation allowance | 36,810 | 48,890 | 25,780 |
Total income tax provision (benefit) | $ 1,428 | $ (80) | $ (192) |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets: | ||||
Net operating losses | $ 133,220 | $ 108,110 | ||
Accruals and reserves | 15,928 | 16,138 | ||
Tax credit carryforward | 13,662 | 11,999 | ||
Stock-based compensation | 12,642 | 10,501 | ||
Deferred interest | 19,342 | 6,163 | ||
Depreciation and amortization | 3,377 | 4,014 | ||
Lease liability | 2,232 | 2,267 | ||
Total deferred tax assets | 200,403 | 159,192 | ||
Valuation allowance | (199,380) | (148,011) | $ (104,298) | $ (75,436) |
Net deferred tax assets | 1,023 | 11,181 | ||
Deferred tax liabilities: | ||||
Depreciation and amortization | (1,053) | (1,778) | ||
Debt | 0 | (8,945) | ||
Right of use asset | (1,860) | (1,935) | ||
Net deferred taxes | $ (1,890) | $ (1,477) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Income Taxes [Line Items] | ||||
Deferred tax asset, valuation allowance | $ 199,380,000 | $ 148,011,000 | $ 104,298,000 | $ 75,436,000 |
Unrecognized tax benefits | 13,308,000 | 11,164,000 | $ 9,824,000 | $ 7,240,000 |
Unrecognized tax benefits that would affect the effective tax rate | 400,000 | |||
Unrecognized tax benefits that would affect deferred tax assets | 12,900,000 | |||
Income tax penalties and interest accrued on unrecognized tax benefits | 0 | 0 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 500,000,000 | 387,300,000 | ||
Federal | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 13,200,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 99,100,000 | 82,800,000 | ||
State | Research and Development Credit | California Franchise Tax Board | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 12,400,000 | |||
State | EZ Hiring Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 2,100,000 | 2,100,000 | ||
Foreign | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 13,000,000 | 13,700,000 | ||
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, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Valuation Allowance, Deferred Tax Asset [Roll Forward] | |||
Balance, Beginning of Period | $ 148,011 | $ 104,298 | $ 75,436 |
Charged to Costs & Expenses | 62,508 | 55,533 | 29,576 |
Charged to Other Accounts | (11,139) | (11,820) | (714) |
Deductions | 0 | 0 | 0 |
Balance, end of Period | $ 199,380 | $ 148,011 | $ 104,298 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 11,164 | $ 9,824 | $ 7,240 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year | 2,195 | 1,333 | 2,584 |
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year | (51) | 0 | |
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year | 7 | ||
Ending balance | $ 13,308 | $ 11,164 | $ 9,824 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 187,134 | $ 106,006 | $ 326,801 |
United States | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 142,683 | 73,350 | 236,845 |
International | |||
Segment Reporting Information [Line Items] | |||
Net revenue | $ 44,451 | $ 32,656 | $ 89,956 |
Uncategorized Items - eb-202112
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2014-09 [Member] |