Mail Stop 3561
July 13, 2018
Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
155 5th Street, 7th Floor
San Francisco, CA 94103
Re: Eventbrite, Inc.
Draft Registration Statement on Form S-1
Submitted June 15, 2018
CIK No. 0001475115
Dear Ms. Hartz:
We have reviewed your draft registration statement and have the following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
General
1. Please supplementally provide us with copies of all written
communications, as
defined in Rule 405 under the Securities Act, that you, or anyone
authorized to do so
on your behalf, present to potential investors in reliance on Section
5(d) of the
Securities Act, whether or not they retain copies of the communications.
2. You disclose on page 34 of the DRS that you have identified customer
accounts for
your platform and services that may originate from or are intended to
benefit persons
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 2
in countries including Iran, North Korea and Syria. Additionally, your
website
identifies events in Africa, a region that includes Sudan.
Iran, North Korea, Sudan and Syria are designated by the Department of
State as state
sponsors of terrorism, and are subject to U.S. economic sanctions
and/or export
controls. Please describe to us the nature and extent of your past,
current, and
anticipated contacts with Iran, North Korea, Sudan and Syria, including
contacts with
their governments, whether through subsidiaries, affiliates,
distributors, partners,
customers, joint ventures or other direct or indirect arrangements.
Please also discuss
for us the materiality of those contacts, in quantitative terms and in
terms of
qualitative factors that a reasonable investor would deem important in
making an
investment decision. Tell us the approximate dollar amounts of
revenues, assets and
liabilities associated with those countries for the last three fiscal
years and the
subsequent interim period. Address for us the potential impact of the
investor
sentiment evidenced by divestment and similar initiatives that have
been directed
toward companies that have operations associated with U.S.-designated
state sponsors
of terrorism.
Prospectus Summary
Eventbrite, Inc., page 1
3. You state on page 2 that, "More than 95% of creators who used our
platform in 2017
signed themselves up for Eventbrite." Please revise to disclose here,
as you do on
page 63, that these creators accounted for 48% of your net revenue in
2017.
Our Market, page 2
4. Please supplementally provide us with the market data prepared in
conjunction with a
third party referenced here and on page 86, as well as the proprietary
report you
commissioned which you reference on pages 2 and 88, and the specific
source of the
Bureau of Labor Statistics projection on page 86 regarding 44% growth
in the event
industry by 2020.
Rising Importance of Experiential Marketing, page 3
5. You state here and on page 88 that, "According to a 2017 eMarketer
survey, events
were rated as the most effective marketing channel to engage with
potential
customers and nearly 70% of marketing decision makers planned to
increase
spending on events in the coming year." Please revise to clarify, if
true, that the
eMarketer survey is limited to business-to-business marketing and does
not address
engagement with non-business customers.
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 3
Risk Factors
Risks Related to Our Business and Industry
"Our payments system depends on third-party providers . . . ," page 17
6. We note your disclosure here regarding your 2017 agreement with Square
"whereby
it will be a preferred provider of payment processing." Please disclose
the material
terms of your agreement with Square in your Business section.
"We may pay up front creator signing fees . . . ," page 17
7. In an appropriate place in your prospectus, please enhance your
disclosure to describe
the material terms of the multi-year exclusive ticketing or service
contracts you
discuss here. For example, disclose the typical length of such
agreements, the extent
to which the contract is dependent upon the kinds of services you
offer, and the
"commercial or legal protections . . . to mitigate the financial risk"
of your obligation
to pay signing fees under the agreements, to the extent material.
"Data loss or security breaches could harm our business . . . ," page 19
8. You state here that you "have in the past experienced breaches of our
security
measures," and you subsequently describe an example of a June 2018
breach of the
Ticketfly website. Please revise to discuss any other material breaches
you have
experienced in the past, or confirm to us that you have not experienced
any such
breaches. Please also revise to quantify the costs you have incurred
and reasonably
expect to incur in connection with the June 2018 Ticketfly breach here
or elsewhere
as appropriate.
"Any significant system interruption or delays could damage our reputation . .
.. ," page 25
9. We note your discussion regarding the significant risks attendant to
your outsourcing
of cloud infrastructure to Amazon Web Services. Please expand the
disclosure in
your Business section to describe the material terms of your service
agreements with
Amazon Web Services. Please also file the agreements as exhibits to
your
registration statement, or provide us with your analysis as to why you
do not believe
you are required to do so. Refer to Item 601(b)(10)(ii)(B) of
Regulation S-K. In that
regard, we note your disclosure here that you "may incur significant
costs for using
an alternative cloud infrastructure provider." We also note your
assertion on page 64
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 4
that your "cloud-based architecture . . . reduc[es] [y]our operating
and support costs,"
as well as your statement on page 92 that "Eventbrite is entirely in
the cloud."
"Our pricing package options were recently launched . . .," page 30
10. We note your disclosure here and on pages 94 to 95 regarding the new
pricing
package options you launched in 2017. Please expand your disclosure
where
appropriate to clarify when in 2017 you launched these pricing package
options and
to discuss any material impact on your business, operating results, or
financial
condition resulting therefrom.
Selected Consolidated Financial Data and Other Data
Non-GAAP and Other Data, page 60
11. You state in the last sentence to footnote (4) that gross ticket fees
are not adjusted for
refunds, credits or amortization of non-recoupable signing fees. Please
explain to us
how your calculation of retention rate represents a representative
faithful indicator of
the rate at which you retain your customers when you exclude refunds
and non-
recoupable signing fees.
Adjusted EBITDA, page 61
12. You indicate in (i) that Adjusted EBITDA may not properly reflect
capital spending
that occurs off of the income statement. You further indicate in (ii)
that "...Adjusted
EBITDA does not reflect capital expenditures." Please clarify the
distinction between
these two statements.
Management's Discussion and Analysis
Our Attractive Cohort Economics, page 65
13. Please revise the second chart on page 65 to provide labeling for the
y-axis, so that
readers can appreciate the depicted volume.
Key Business Metrics, page 65
14. Disclose the number of your creators, as distinguished by new creators,
or tell us why
you do not believe this information is material. In this regard, we
note your
disclosure that you have more than 700,000 creators and that your
ability to increase
revenues is dependent upon increasing the number of creators.
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 5
Components of Results of Operations
Cost of Net Revenue, page 69
15. You state here that you "expect cost of revenue as a percentage of
revenue to
fluctuate in the near- to mid-term as a result of certain factors,
including geographical
revenue mix and transaction costs associated with specific payment
methods." Please
revise to identify any specific geographical sources of revenue and
payment methods
which you expect will have a material upward or downward impact on your
cost of
revenue as a percentage of revenue. Furthermore, please revise to
explain why you
expect cost of revenue, product development expenses, sales, marketing
and support
expenses, and general and administrative expenses to decrease as a
percentage of net
revenue in the long-term.
Results of Operations, page 71
16. Your discussion of each item of your results should identify and
quantify each of the
underlying reason(s) for the fluctuation in revenue or expense. For
example, you
indicate a variety of reasons for the increase in net revenue during
fiscal 2017 but do
not provide quantification of "organic ticket growth" or the revenue
growth due to
increases in paid ticket volume. When you discuss general and
administrative, you
do not indicate the underlying drivers of each of the items comprising
this caption.
Please review and revise your entire management's discussion to provide
insightful
analysis on how to view your business from the perspective of
management.
Liquidity and Capital Resources
Term Loan, page 76
17. Please expand your disclosure in this section to discuss the material
covenants
contained in your loan and security agreements with WTI as most
recently amended,
and to address your compliance with such covenants. We note in that
regard your
disclosure on page 39 that your inability to abide by these covenants
could have a
material adverse effect on your business, operating results and
financial condition.
Critical Accounting Policies and Estimates
Revenue, page 77
18. You indicate that your customers are event creators who are selling
tickets using your
platform. We also note that your customer has the choice of whether to
use
Eventbrite Payment Processing (EPP) or a third-party payment processor
(FPP).
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 6
Please describe your fee structure differentiating between service fees
and payment
processing fees. Please also describe how your fee structure operates
if a customer
uses EPP versus a FPP. Please advise whether use of the EPP results in
a different
display of revenue since Eventbrite is the merchant of record. Lastly,
please briefly
describe the nature of complementary solutions that you provide to
creators as
discussed on page 69.
19. We note your disclosure under this heading that if a creator is
unwilling or unable to
fulfill their refund obligations, you may provide attendee refunds and
would reverse
the net revenue recognized. We also note the first full sentence on
page 70, where
you state that you classify certain organizer related expenses, such as
refunds paid by
you on behalf of a creator, as sales, marketing and support expense.
Please clarify for
us the situations where you classify refunds as a revenue reduction
versus an expense.
Please also tell us the basis in GAAP for your accounting.
Business
Competition, page 95
20. You state on page 96 that you "believe that [y]our competitors fall
into two broad
groups," and you subsequently distinguish yourself from the providers
in each group
on the basis of focus and scale, among other factors. Please expand
your disclosure
to address those of your competitors who share a comparable focus and
scale with
you. If you do not believe any such competitors exist, please revise to
make this
clear.
Note 2. Summary of Significant Accounting Policies
Cost of Revenue, page F-11
21. Please explain why each of the items you classify as cost of revenues
represents direct
costs of providing related revenue. Citing similar service-type
businesses, also
explain why presentation of gross profit on page F-5 represents an
acceptable
measure for your type of business.
Note 9. Build-to-suit Lease, page F-26
22. Please explain your step-by-step analysis and accounting for your lease
of office
space in San Francisco, California that resulted in recording an asset
of $22.3 million.
Please show us the related calculation of the capitalized amount
including any tenant
improvement reimbursement allowance and any amounts over this allowance
paid by
the company. Please explain the terms of the sale-leaseback. Finally,
show us the
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 7
anticipated entries that will be made to recognize depreciation,
interest expense and
land lease expense and the final entries to derecognize the net book
values of the asset
and financing obligation.
Note 11. Redeemable Convertible Preferred Stock
Liquidation Rights, page F-32
23. Please consider rewording this disclosure, especially the first
sentence, to make it
more understandable.
Note 12. Common Stock, page F-32
24. You disclose outstanding common stock subject to repurchase included
stock options
early exercised and unvested at the top of page F-33. On page F-34 you
state
common stock purchased pursuant to early exercise of stock options is
not deemed to
be outstanding for financial reporting purposes until those shares
vest. Please clarify
for us how shares subject to repurchase related to stock options
exercised early are
reflected in outstanding common stock for accounting and disclosure
purposes. On a
different note, please explain the economic or tax reason why a holder
would early
exercise options with a fixed exercise price.
Unaudited Pro Forma Condensed Combined Statements of Operations, page F-64
Note 3. Pro Forma Adjustments, F-67
25. Please clarify how you calculated the various pro forma adjustments.
In this regard
please provide the following:
Amortization of gross intangibles acquired and historical amortization
expense
recorded by Ticketfly,
The interest rates related to the promissory note and secured credit
facility such that
adjustments (b) and (c) can be recalculated; and
The computation of the blended rate used to calculate tax expense.
In this regard it appears you included the full face amount of the
Note in your
calculation of purchase price. Please explain whether and how you
intend to reflect
the extinguishment of the note in the pro forma financial statements.
You may contact Anthony Watson, Staff Accountant, at (202) 551-3318 or
Jim
Allegretto, Senior Assistant Chief Accountant, at (202) 551-3849 if you have
questions
Julia D. Hartz
Eventbrite, Inc.
July 13, 2018
Page 8
regarding comments on the financial statements and related matters. Please
contact Parhaum
J. Hamidi, Special Counsel, at (202) 551-3421 or me at (202) 551-3720 with any
other
questions.
Sincerely,
/s/ Mara L. Ransom
Mara L. Ransom
Assistant Director
Office of Consumer
Products