Mail Stop 3561
August 6, 2018
Julia D. Hartz
Chief Executive Officer
Eventbrite, Inc.
155 5th Street, 7th Floor
San Francisco, CA 94103
Re: Eventbrite, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted July 23, 2018
CIK No. 0001475115
Dear Ms. Hartz:
We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to
comments in
our July 13, 2018 letter.
Cover Page
1. We note your inclusion of user endorsements in the graphics you have
added here and
on page 88. Please confirm that these users have consented to their
statements being
included in your registration statement. Also, if any of these users
were paid for these
endorsements, please disclose that fact.
Julia D. Hartz
Eventbrite, Inc.
August 6, 2018
Page 2
Risk Factors
Risks Related to Our Business and Industry
"Our payments system depends on third-party providers . . . ," page 17
2. We note that, in response to comment 6, you have revised your
disclosure on pages
17, 96 and 97 to describe certain termination-related provisions of
your 2017
agreement with Square. Please also disclose the term of the agreement,
the nature of
your payment obligations (e.g. fixed or variable), and the duration of
the "no
termination" period you describe here. We note in that regard your
disclosure that
Square will become your primary online payment processing partner for
EPP and
your exclusive point-of-sale payment processing partner in the United
States, Canada,
Australia, the United Kingdom as well as any new territories Square
enters into over
time.
Management's Discussion and Analysis
Components of Results of Operations, page 71
3. We reissue comment 15 in part. Please revise to identify any specific
payment
methods which you expect will have a material impact on your cost of
revenue as a
percentage of revenue. We note in that regard your statement on page 71
that you
expect such cost to fluctuate "as a result of certain factors,
including . . . transaction
costs associated with specific payment methods." We also note your
revised
disclosure on page 72 which states that you "anticipate that general
and
administrative expenses will decrease as a percentage of net revenue as
our revenue
grows and as we experience reductions in creator sales tax and VAT
accruals."
Please revise to explain why you expect creator sales tax and VAT
accruals to
decrease given that higher paid ticket volume in 2017 caused an
increase in sales tax
and VAT accruals during that period, per your revised disclosure on
page 76.
4. We further note that, in response to comment 15, you have revised your
disclosure on
page 72 to state that you anticipate sales, marketing and support
expenses to decrease
as a percentage of net revenue in the long term due to "continued
growth from our
efficient customer acquisition channels." In addition, your revised
disclosure in the
first paragraph of page 76 identifies your leveraging of "low-cost
customer
acquisition channels" as a downward driver of sales, marketing and
support expenses
during 2017. Please revise to specify these "low-cost" and "efficient"
customer
acquisition channels and to explain why you expect relative growth in
these channels
such that they will drive a decrease in sales, marketing and support
expenses as a
percentage of net revenue in future periods.
Julia D. Hartz
Eventbrite, Inc.
August 6, 2018
Page 3
Comparison of years ended December 31, 2016 and 2017, page 75
5. Please quantify the extent currency fluctuations and the increase in
the proportion of
lower price tickets quantitatively affects year-to-year comparisons of
net revenues. In
this regard, we note revenue per paid ticket declined in 2017 compared
to 2016. To
the extent practical, please provide a price volume variance analysis
of your revenue
per paid ticket.
Business
Our Market, page 89
6. As part of your response to comment 4, you cite a February 2012 news
release from
the U.S. Bureau of Labor Statistics as support for your statement on
page 89 that the
Bureau "projects that the event industry in the United States will grow
by 44% by
2020." Please revise your disclosure to clarify that this projection
was released in
February 2012 and represents a prior projection of growth from 2010 to
2020 in
employment for meeting, convention, and event planners, and not market
growth in
the event industry overall. Alternatively, please remove this
disclosure.
Our Technology Platform, page 93
7. We note your response to comment 9 and the related revisions to pages
26 and 94.
Please further revise your disclosure to describe the payment
arrangements under
your agreement with AWS. For example, please specify whether the
agreement
establishes fixed fees and/or provides for a pay-as-you-go approach.
Index to Consolidated Financial Statements
Revenue Recognition, page F-10
8. We note your disclosure that the creator is the primary obligor in a
ticketing
transaction as the creator is responsible for providing the event and
providing for
refunds in the event of cancellation and that you receive a service fee
for providing a
platform for the creator and event attendee to transact. With respect
to payment
processing fees, we are unclear on how you are not the primary obligor
with respect
to processing the payment for the transaction. Please specifically
address how you
analyzed your rights and obligations of processing the payment when a
customer uses
EPP. Please finally advise what is being netted against the payment
processing
revenue, how payment processing fees or interchange fees are
classified. We may
have further comment.
Julia D. Hartz
Eventbrite, Inc.
August 6, 2018
Page 4
Note 12 Common Stock
Common Stock Subject to Repurchase, page F-34
9. We have reviewed your response related to comment 24. Please tell us
why you did
not revise your disclosure here to reflect the fact you include
unvested shares subject
to repurchase in the number of shares of common stock outstanding.
Unaudited Pro Forma Condensed Combined Statements of Operations
Note 3 Pro Forma Adjustments, F-67
10. We have reviewed your response related to comment 25. Please revise
your
disclosure to clarify how you calculated the various pro forma
adjustments.
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
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