☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 14-1888467 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
155 5th Street, 7th Floor San Francisco, CA 94103 (415) 692-7779 (Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices) |
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☐ |
Emerging Growth Company | ☒ |
Page | ||
PART I. FINANCIAL INFORMATION | ||
Item 1. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II. OTHER INFORMATION | ||
Item 1. | ||
Item 1A. | ||
Item 2. | ||
Item 6. | ||
September 30, 2018 | December 31, 2017 | ||||||
Assets | |||||||
Current assets | |||||||
Cash | $ | 509,730 | $ | 188,986 | |||
Funds receivable | 52,336 | 51,639 | |||||
Accounts receivable, net | 4,854 | 2,885 | |||||
Creator signing fees, net | 6,271 | 4,235 | |||||
Creator advances, net | 24,450 | 20,076 | |||||
Prepaid expenses and other current assets | 13,832 | 10,662 | |||||
Total current assets | 611,473 | 278,483 | |||||
Property, plant and equipment, net | 44,826 | 42,492 | |||||
Goodwill | 170,727 | 158,766 | |||||
Acquired intangible assets, net | 65,873 | 79,541 | |||||
Restricted cash | 1,563 | 3,235 | |||||
Creator signing fees, noncurrent | 9,671 | 6,186 | |||||
Other assets | 2,214 | 2,134 | |||||
Total assets | $ | 906,347 | $ | 570,837 | |||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | |||||||
Current liabilities | |||||||
Accounts payable, creators | $ | 327,209 | $ | 228,007 | |||
Accounts payable, trade | 2,378 | 1,481 | |||||
Accrued compensation and benefits | 3,875 | 3,535 | |||||
Accrued taxes | 9,766 | 2,615 | |||||
Current portion of term loan | 5,625 | — | |||||
Other accrued liabilities | 19,658 | 10,544 | |||||
Total current liabilities | 368,511 | 246,182 | |||||
Build-to-suit lease financing obligation | 28,767 | 29,494 | |||||
Accrued taxes | 18,640 | 30,047 | |||||
Redeemable convertible preferred stock warrant liability | — | 7,271 | |||||
Promissory note | — | 51,082 | |||||
Term loans | 68,467 | 26,669 | |||||
Other liabilities | 1,566 | 1,888 | |||||
Total liabilities | 485,951 | 392,633 | |||||
Commitments and contingencies (Note 9) | |||||||
Redeemable convertible preferred stock, $0.00001 par value; no shares authorized, issued or outstanding as of September 30, 2018; 42,452,188 shares authorized, 41,628,207 shares issued and outstanding, $401,372 liquidation preference as of December 31, 2017 | — | 334,018 | |||||
Stockholders’ equity (deficit): | |||||||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017 | — | — | |||||
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 78,431,459 shares issued and 78,242,979 shares outstanding as of September 30, 2018; 92,057,771 shares authorized, 20,936,921 shares issued and 20,748,441 shares outstanding as of December 31, 2017 | — | — | |||||
Treasury stock at cost, 188,480 shares as of September 30, 2018 and December 31, 2017 | (488 | ) | (488 | ) | |||
Additional paid-in capital | 710,597 | 83,291 | |||||
Accumulated deficit | (289,713 | ) | (238,617 | ) | |||
Total stockholders’ equity (deficit) | 420,396 | (155,814 | ) | ||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | 906,347 | $ | 570,837 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net revenue | $ | 73,628 | $ | 50,749 | $ | 215,696 | $ | 138,902 | |||||||
Cost of net revenue(1) | 31,477 | 20,993 | 89,424 | 56,295 | |||||||||||
Gross profit | 42,151 | 29,756 | 126,272 | 82,607 | |||||||||||
Operating expenses(1): | |||||||||||||||
Product development | 12,856 | 9,351 | 32,671 | 20,832 | |||||||||||
Sales, marketing and support | 17,428 | 14,351 | 53,051 | 37,522 | |||||||||||
General and administrative | 24,921 | 16,479 | 69,915 | 43,025 | |||||||||||
Total operating expenses | 55,205 | 40,181 | 155,637 | 101,379 | |||||||||||
Loss from operations | (13,054 | ) | (10,425 | ) | (29,365 | ) | (18,772 | ) | |||||||
Interest expense | (3,300 | ) | (1,674 | ) | (9,399 | ) | (3,632 | ) | |||||||
Change in fair value of redeemable convertible preferred stock warrant liability | (3,520 | ) | (1,404 | ) | (9,591 | ) | (1,404 | ) | |||||||
Loss on debt extinguishment | (17,173 | ) | — | (178 | ) | — | |||||||||
Other income (expense), net | 1,414 | 1,606 | (1,880 | ) | 3,510 | ||||||||||
Loss before provision for (benefit from) income taxes | (35,633 | ) | (11,897 | ) | (50,413 | ) | (20,298 | ) | |||||||
Income tax provision (benefit) | (117 | ) | (40 | ) | 683 | (95 | ) | ||||||||
Net loss | $ | (35,516 | ) | $ | (11,857 | ) | $ | (51,096 | ) | $ | (20,203 | ) | |||
Net loss per share, basic and diluted | $ | (1.24 | ) | $ | (0.61 | ) | $ | (2.15 | ) | $ | (1.05 | ) | |||
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted | 28,736 | 19,523 | 23,799 | 19,150 | |||||||||||
(1) Includes stock-based compensation as follows: | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cost of net revenue | $ | 154 | $ | 35 | $ | 278 | $ | 100 | |||||||
Product development | 2,497 | 463 | 3,845 | 1,298 | |||||||||||
Sales, marketing and support | 1,151 | 406 | 2,729 | 1,179 | |||||||||||
General and administrative | 11,247 | 1,042 | 16,305 | 3,130 |
Redeemable Convertible Preferred Stock | Common Stock-Class A | Common Stock-Class B | Treasury Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | |||||||||||||||||||||||||||||||||
Balance at December 31, 2017 | 41,628,207 | $ | 334,018 | — | $ | — | 20,748,441 | $ | — | (188,480 | ) | $ | (488 | ) | $ | 83,291 | $ | (238,617 | ) | $ | (155,814 | ) | ||||||||||||||||||
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions | — | — | 11,500,000 | — | — | — | — | — | 245,985 | — | 245,985 | |||||||||||||||||||||||||||||
Costs related to initial public offering | — | — | — | — | — | — | — | — | (5,345 | ) | — | (5,345 | ) | |||||||||||||||||||||||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | (41,628,207 | ) | (334,018 | ) | — | — | 42,188,624 | — | — | — | 334,018 | — | 334,018 | |||||||||||||||||||||||||||
Automatic conversion of warrants in connection with initial public offering | — | — | — | — | 997,193 | — | — | — | 21,465 | — | 21,465 | |||||||||||||||||||||||||||||
Issuance of common stock for settlement of RSUs | — | — | — | — | 802,900 | — | — | — | — | — | — | |||||||||||||||||||||||||||||
Shares withheld related to net share settlement | — | — | — | — | (391,874 | ) | — | — | — | (9,013 | ) | — | (9,013 | ) | ||||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | — | — | — | — | 1,640,477 | — | — | — | 7,510 | — | 7,510 | |||||||||||||||||||||||||||||
Issuance of common stock for acquisitions | — | — | — | — | 757,218 | — | — | — | 8,832 | — | 8,832 | |||||||||||||||||||||||||||||
Vesting of early exercised stock options | — | — | — | — | — | — | — | — | 275 | — | 275 | |||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | — | — | — | — | 23,579 | — | 23,579 | |||||||||||||||||||||||||||||
Net loss | — | — | — | — | — | — | — | — | — | (51,096 | ) | (51,096 | ) | |||||||||||||||||||||||||||
Balance at September 30, 2018 | — | $ | — | 11,500,000 | $ | — | 66,742,979 | $ | — | (188,480 | ) | $ | (488 | ) | $ | 710,597 | $ | (289,713 | ) | $ | 420,396 |
EVENTBRITE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (Unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cash flows from operating activities | |||||||||||||||
Net loss | $ | (35,516 | ) | $ | (11,857 | ) | $ | (51,096 | ) | $ | (20,203 | ) | |||
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||||||
Depreciation and amortization | 8,830 | 5,090 | 25,612 | 11,051 | |||||||||||
Amortization of creator signing fees | 1,975 | 1,095 | 5,052 | 2,861 | |||||||||||
Accretion of term loan | 204 | 471 | 1,616 | 471 | |||||||||||
Loss on debt extinguishment | 17,173 | — | 178 | — | |||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | 3,520 | 1,404 | 9,591 | 1,404 | |||||||||||
Change in fair value of term loan embedded derivatives | (2,119 | ) | — | (2,119 | ) | — | |||||||||
Stock-based compensation | 15,049 | 1,946 | 23,157 | 5,707 | |||||||||||
Impairment of long-lived assets | 46 | 553 | 1,728 | 1,897 | |||||||||||
Provision for bad debt | 274 | 238 | 1,063 | 697 | |||||||||||
Loss on disposal of equipment | — | — | — | — | |||||||||||
Deferred income taxes | (170 | ) | (142 | ) | 447 | (321 | ) | ||||||||
Excess tax benefit from stock-based compensation awards | — | (2,258 | ) | — | (2,258 | ) | |||||||||
Changes in operating assets and liabilities, net of impact of acquisitions: | |||||||||||||||
Accounts receivable | (1,208 | ) | (191 | ) | (2,213 | ) | (610 | ) | |||||||
Funds receivable | (15,227 | ) | (13,776 | ) | (449 | ) | (6,706 | ) | |||||||
Creator signing fees, net | (4,654 | ) | (3,234 | ) | (10,932 | ) | (6,019 | ) | |||||||
Creator advances, net | (2,881 | ) | (765 | ) | (5,211 | ) | (3,015 | ) | |||||||
Prepaid expenses and other current assets | 530 | (1,024 | ) | (2,897 | ) | (2,637 | ) | ||||||||
Other assets | 460 | (22 | ) | (453 | ) | 599 | |||||||||
Accounts payable, creators | 49,585 | 59,728 | 79,531 | 103,409 | |||||||||||
Accounts payable, trade | 390 | 9 | 843 | 385 | |||||||||||
Accrued compensation and benefits | 676 | (580 | ) | 80 | (1,026 | ) | |||||||||
Accrued taxes | 4,534 | 906 | 6,777 | 2,685 | |||||||||||
Other accrued liabilities | (4,905 | ) | 3,512 | 4,486 | 3,112 | ||||||||||
Accrued taxes, noncurrent | (12,486 | ) | 1,190 | (11,845 | ) | 4,647 | |||||||||
Other liabilities | (294 | ) | (101 | ) | (322 | ) | 164 | ||||||||
Net cash provided by operating activities | 23,786 | 42,192 | 72,624 | 96,294 | |||||||||||
Cash flows from investing activities | |||||||||||||||
Purchases of property and equipment | (1,545 | ) | (749 | ) | (4,280 | ) | (1,807 | ) | |||||||
Capitalized internal-use software development costs | (1,603 | ) | (1,422 | ) | (5,932 | ) | (4,711 | ) | |||||||
Acquisitions, net of cash acquired | (2,247 | ) | (127,761 | ) | 11,805 | (131,974 | ) | ||||||||
Net cash provided by (used in) investing activities | (5,395 | ) | (129,932 | ) | 1,593 | (138,492 | ) |
EVENTBRITE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (in thousands) (Unaudited) | |||||||||||||||
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cash flows from financing activities | |||||||||||||||
Proceeds from initial public offering, net of underwriters' discounts and commissions and offering costs, net of reimbursements | 244,133 | — | 243,902 | — | |||||||||||
Proceeds from exercise of stock options | 3,302 | 375 | 7,510 | 1,108 | |||||||||||
Excess tax benefit from stock-based compensation awards | — | 2,258 | — | 2,258 | |||||||||||
Taxes paid related to net share settlement of equity awards | (9,013 | ) | — | (9,013 | ) | — | |||||||||
Proceeds from issuance of redeemable convertible preferred stock, net | — | 133,141 | — | 133,141 | |||||||||||
Proceeds from term loans | 75,000 | 30,000 | 120,000 | 30,000 | |||||||||||
Principal payments on debt obligations | (74,210 | ) | (7,217 | ) | (109,665 | ) | (7,788 | ) | |||||||
Prepayment penalties on debt extinguishment | (7,406 | ) | — | (7,406 | ) | — | |||||||||
Payments on capital lease obligations | — | (61 | ) | (21 | ) | (196 | ) | ||||||||
Payments on lease financing obligations | (173 | ) | (117 | ) | (452 | ) | (290 | ) | |||||||
Net cash provided by financing activities | 231,633 | 158,379 | 244,855 | 158,233 | |||||||||||
Net increase in cash and restricted cash | 250,024 | 70,639 | 319,072 | 116,035 | |||||||||||
Cash and restricted cash | |||||||||||||||
Beginning of period | $ | 261,269 | $ | 188,934 | $ | 192,221 | $ | 143,538 | |||||||
End of period | $ | 511,293 | $ | 259,573 | $ | 511,293 | $ | 259,573 | |||||||
Supplemental cash flow data | |||||||||||||||
Interest paid | $ | 2,163 | $ | 14 | $ | 5,785 | $ | 14 | |||||||
Income taxes paid, net of refunds | $ | 198 | $ | — | $ | 340 | $ | — | |||||||
Non-cash investing and financing activities | |||||||||||||||
Vesting of early exercised stock options | $ | 92 | $ | 92 | $ | 275 | $ | 275 | |||||||
Issuance of shares of common stock for acquisitions | $ | 1,395 | $ | — | $ | 8,832 | $ | 18,243 | |||||||
Promissory notes issued in connection with acquisitions | $ | — | $ | 50,000 | $ | — | $ | 57,500 | |||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering | $ | 21,465 | $ | — | $ | 21,465 | $ | — | |||||||
Issuance of redeemable convertible preferred stock warrants in connection with loan facilities and term loan | $ | — | $ | 2,039 | $ | 4,603 | $ | 5,071 | |||||||
Deferred offering costs included in accounts payable, trade and other accrued liabilities | $ | 3,262 | $ | — | $ | 3,262 | $ | — |
September 30, | December 31, | ||||||
2018 | 2017 | ||||||
Cash | $ | 509,730 | $ | 188,986 | |||
Restricted cash | 1,563 | 3,235 | |||||
Total cash and restricted cash | $ | 511,293 | $ | 192,221 |
Estimated Useful Life | |
Building and improvements | 30 years |
Furniture and fixtures | 3-5 years |
Computers and computer equipment | 1-2 years |
Computer software | 2-3 years |
Capitalized internal-use software development costs | 2 years |
Leasehold improvements | Shorter of estimated useful life or remaining lease term |
Picatic | Ticketea | ||||||
Cash | $ | 160 | $ | 17,852 | |||
Funds and accounts receivable | 10 | 1,058 | |||||
Creator advances | — | 532 | |||||
Prepaid expenses and other current assets | 87 | 127 | |||||
Property and equipment | — | 42 | |||||
Other noncurrent assets | — | 28 | |||||
Accounts payable, creators | — | (19,671 | ) | ||||
Other current liabilities | (36 | ) | (628 | ) | |||
Intangible assets | 507 | 3,094 | |||||
Goodwill | 2,219 | 9,104 | |||||
Total purchase price | $ | 2,947 | $ | 11,538 |
Picatic | Estimated useful life | Ticketea | Estimated useful life | ||||||||
Customer relationships | $ | 507 | 2.5 | $ | 2,475 | 5.0 | |||||
Developed technology | — | 619 | 1.0 | ||||||||
Total acquired intangible assets | $ | 507 | $ | 3,094 |
Ticketfly | ticketscript | Total | |||||||||
Cash and restricted cash | 23,339 | 3,492 | 26,831 | ||||||||
Funds and accounts receivable | 4,263 | 4,208 | 8,471 | ||||||||
Creator advances | 8,567 | — | 8,567 | ||||||||
Prepaid expenses and other current assets | 1,213 | 242 | 1,455 | ||||||||
Property and equipment | 2,619 | 425 | 3,044 | ||||||||
Other noncurrent assets | 15 | 238 | 253 | ||||||||
Accounts payable, creators | (29,909 | ) | (7,950 | ) | (37,859 | ) | |||||
Other current liabilities | (2,138 | ) | (836 | ) | (2,974 | ) | |||||
Accrued taxes | (6,179 | ) | (1,799 | ) | (7,978 | ) | |||||
Deferred tax liabilities | — | (2,401 | ) | (2,401 | ) | ||||||
Intangible assets | 76,300 | 11,800 | 88,100 | ||||||||
Goodwill | 123,011 | 26,030 | 149,041 | ||||||||
Total purchase price | $ | 201,101 | $ | 33,449 | $ | 234,550 |
Ticketfly | ticketscript | Estimated useful life | |||||||
Customer relationships | $ | 60,500 | $ | 10,600 | 8.0 | ||||
Developed technology | 14,500 | 1,100 | 1.3 | ||||||
Trademark | 1,300 | 100 | 1.3 | ||||||
Total acquired intangible assets | $ | 76,300 | $ | 11,800 |
Nine Months Ended | |||
September 30, 2017 | |||
Net revenue | $ | 172,401 | |
Net loss | (180,878 | ) |
At December 31, 2016 | $ | 9,725 | |
Additions from acquisitions | 149,041 | ||
At December 31, 2017 | 158,766 | ||
Additions from acquisitions | 11,023 | ||
Measurement period and other adjustments | 938 | ||
At September 30, 2018 | $ | 170,727 |
December 31, 2017 | |||||||||||||
Cost | Accumulated Amortization | Net Book Value | Weighted- average remaining useful life (years) | ||||||||||
Developed technology | $ | 18,477 | $ | 6,679 | $ | 11,798 | 1.0 | ||||||
Customer relationships | 71,502 | 4,743 | 66,759 | 7.2 | |||||||||
Tradenames | 1,600 | 616 | 984 | 1.0 | |||||||||
Acquired intangible assets, net | $ | 91,579 | $ | 12,038 | $ | 79,541 |
September 30, 2018 | |||||||||||||
Cost | Accumulated Amortization | Net Book Value | Weighted- average remaining useful life (years) | ||||||||||
Developed technology | $ | 19,096 | $ | 15,618 | $ | 3,478 | 0.4 | ||||||
Customer relationships | 74,484 | 12,336 | 62,148 | 6.4 | |||||||||
Tradenames | 1,600 | 1,353 | 247 | 0.3 | |||||||||
Acquired intangible assets, net | $ | 95,180 | $ | 29,307 | $ | 65,873 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cost of net revenue | $ | 3,003 | $ | 1,256 | $ | 8,824 | $ | 1,949 | |||||||
General and administrative | 2,895 | 1,306 | 8,444 | 2,392 | |||||||||||
Total amortization of acquired intangible assets | $ | 5,898 | $ | 2,562 | $ | 17,268 | $ | 4,341 |
The remainder of 2018 | $ | 5,900 | |
2019 | 10,825 | ||
2020 | 10,443 | ||
2021 | 10,197 | ||
2022 | 8,202 | ||
Thereafter | 20,306 | ||
Acquired intangible assets, net | $ | 65,873 |
September 30, | December 31, | ||||||
2018 | 2017 | ||||||
Accounts receivable, customers | $ | 7,439 | $ | 4,682 | |||
Allowance for doubtful accounts | (2,585 | ) | (1,797 | ) | |||
Accounts receivable, net | $ | 4,854 | $ | 2,885 |
September 30, | December 31, | ||||||
2018 | 2017 | ||||||
Balance, beginning of period | $ | 10,421 | $ | 6,906 | |||
Creator signing fees paid | 11,719 | 8,552 | |||||
Amortization of creator signing fees | (5,052 | ) | (4,314 | ) | |||
Write-offs and other adjustments | (1,146 | ) | (723 | ) | |||
Balance, end of period | $ | 15,942 | $ | 10,421 | |||
Creator signing fees, net | $ | 6,271 | $ | 4,235 | |||
Creator signing fees, noncurrent | $ | 9,671 | $ | 6,186 |
September 30, | December 31, | ||||||
2018 | 2017 | ||||||
Balance, beginning of period | $ | 20,076 | $ | 7,583 | |||
Acquired with Ticketfly transaction | — | 8,567 | |||||
Acquired with Ticketea transaction | 532 | — | |||||
Creator advances paid | 17,208 | 14,701 | |||||
Creator advances recouped | (10,998 | ) | (8,681 | ) | |||
Write-offs and other adjustments | (2,368 | ) | (2,094 | ) | |||
Balance, end of period | $ | 24,450 | $ | 20,076 |
September 30, | December 31, | ||||||
2018 | 2017 | ||||||
Building and improvements | $ | 33,277 | $ | 33,277 | |||
Capitalized internal-use software development costs | 33,751 | 27,392 | |||||
Furniture and fixtures | 3,660 | 3,206 | |||||
Computers and computer equipment | 11,654 | 9,716 | |||||
Leasehold improvements | 4,540 | 2,950 | |||||
86,882 | 76,541 | ||||||
Less: Accumulated depreciation and amortization | (42,056 | ) | (34,049 | ) | |||
Property, plant and equipment, net | $ | 44,826 | $ | 42,492 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||
Internal-use software development costs capitalized during the period | 1,751 | 1,545 | 6,442 | 5,143 | |||||||
Amortization of capitalized internal-use software | 1,603 | 1,342 | 4,650 | 3,864 |
Build-to-Suit Lease | Operating Leases | Sublease Income | Total | ||||||||||||
Remainder of 2018 | $ | 1,373 | $ | 599 | $ | (1,001 | ) | $ | 971 | ||||||
2019 | 5,604 | 2,558 | (4,003 | ) | 4,159 | ||||||||||
2020 | 5,772 | 2,404 | (4,003 | ) | 4,173 | ||||||||||
2021 | 1,943 | 1,915 | (1,167 | ) | 2,691 | ||||||||||
2022 | — | 1,717 | — | 1,717 | |||||||||||
Thereafter | — | 5,439 | — | 5,439 | |||||||||||
Total minimum lease payments | 14,692 | 14,632 | (10,174 | ) | 19,150 | ||||||||||
Less: Amount representing interest and taxes | (8,411 | ) | — | — | (8,411 | ) | |||||||||
Total present value of minimum lease payments | $ | 6,281 | $ | 14,632 | $ | (10,174 | ) | $ | 10,739 |
Remainder of 2018 | $ | 6,104 | |
2019 | 6,764 | ||
2020 | 3,191 | ||
2021 | 298 | ||
2022 | 19 | ||
Thereafter | — | ||
$ | 16,376 |
September 30, 2018 | December 31, 2017 | ||||||
Outstanding principal balance | $ | 75,000 | $ | 29,704 | |||
Less: Unamortized discount and debt issuance costs | (908 | ) | (3,035 | ) | |||
Total term loan, net | $ | 74,092 | $ | 26,669 |
2018 | $ | 1,406 | |
2019 | 5,625 | ||
2020 | 6,094 | ||
2021 | 7,500 | ||
2022 | 7,500 | ||
2023 | 46,875 | ||
Total | $ | 75,000 |
Balance as of December 31, 2017 | $ | 7,271 | |
Issuances | 4,603 | ||
Change in fair value | 9,591 | ||
Automatic conversion in connection with initial public offering | (21,465 | ) | |
Balance as of September 30, 2018 | $ | — |
Outstanding options | Weighted- average exercise price | Weighted- average remaining contractual term (years) | Aggregate intrinsic value (thousands) | |||||
Balance as of December 31, 2017 | 18,701,267 | $5.73 | 7.3 | $29,728 | ||||
Granted | 6,781,625 | $12.61 | ||||||
Exercised | (1,640,477 | ) | $4.58 | $14,766 | ||||
Cancelled | (1,651,557 | ) | $7.08 | |||||
Balance as of September 30, 2018 | 22,190,858 | $7.82 | 7.4 | $669,022 | ||||
Vested and exercisable as of December 31, 2017 | 10,731,138 | $4.72 | 5.5 | $28,112 | ||||
Vested and expected to vest as of December 31, 2017 | 17,781,271 | $5.65 | 6.8 | $29,978 | ||||
Vested and exercisable as of September 30, 2018 | 11,584,476 | $5.48 | 5.7 | $376,400 | ||||
Vested and expected to vest as of September 30, 2018 | 20,914,912 | $7.64 | 7.3 | $634,265 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||
2018 | 2017 | 2018 | 2017 | ||||
Expected dividend yield | — | — | — | — | |||
Expected volatility | 46.7 - 47.1% | 54.2% | 46.7 - 52.9% | 54.2 - 57.1% | |||
Risk-free interest rate | 2.83 - 2.92% | 1.93 – 1.94% | 2.25 - 2.92% | 1.88 - 2.26% | |||
Expected term (years) | 6.02 - 6.08 | 6.08 | 6.02 - 6.08 | 6.08 |
Outstanding RSUs | Weighted-average grant date fair value per share | |||||
Balance at December 31, 2017 | 802,900 | $ | 8.65 | |||
Vested | (802,900 | ) | ||||
Awarded | 230,000 | $ | 11.78 | |||
Balance at September 30, 2018 | 230,000 | $ | 11.78 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss | $ | (35,516 | ) | $ | (11,857 | ) | $ | (51,096 | ) | $ | (20,203 | ) | |||
Weighted-average shares used in computing net loss per share, basic and diluted | 28,736 | 19,523 | 23,799 | 19,150 | |||||||||||
Net loss per share, basic and diluted | $ | (1.24 | ) | $ | (0.61 | ) | $ | (2.15 | ) | $ | (1.05 | ) |
September 30, | |||||
2018 | 2017 | ||||
Redeemable convertible preferred stock (on an if-converted basis) | — | 41,628 | |||
Stock-options to purchase common stock | 22,191 | 14,575 | |||
Redeemable convertible preferred stock warrants | — | 618 | |||
Restricted stock units | 230 | 803 | |||
Early exercised options | 67 | 115 | |||
Total | 22,488 | 57,739 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
United States | $ | 53,726 | $ | 34,744 | $ | 156,776 | $ | 96,036 | |||||||
International | 19,902 | 16,005 | 58,920 | 42,866 | |||||||||||
Total net revenue | $ | 73,628 | $ | 50,749 | $ | 215,696 | $ | 138,902 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||
Paid Tickets | 23,896 | 18,074 | 70,593 | 48,348 |
Year Ended December 31, | |||||
2017 | 2016 | ||||
Retention Rate | 97 | % | 93 | % |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Net loss | $ | (35,516 | ) | $ | (11,857 | ) | $ | (51,096 | ) | $ | (20,203 | ) | |||
Add: | |||||||||||||||
Depreciation and amortization | 8,830 | 5,090 | 25,612 | 11,051 | |||||||||||
Stock-based compensation | 15,049 | 1,946 | 23,157 | 5,707 | |||||||||||
Interest expense | 3,300 | 1,674 | 9,399 | 3,632 | |||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | 3,520 | 1,404 | 9,591 | 1,404 | |||||||||||
Loss on debt extinguishment | 17,173 | — | 178 | — | |||||||||||
Direct and indirect acquisition related costs(1) | 389 | 4,406 | 1,834 | 6,731 | |||||||||||
Other income (expense), net | (1,414 | ) | (1,606 | ) | 1,880 | (3,510 | ) | ||||||||
Income tax provision (benefit) | (117 | ) | (40 | ) | 683 | (95 | ) | ||||||||
Adjusted EBITDA | $ | 11,214 | $ | 1,017 | $ | 21,238 | $ | 4,717 |
Twelve Months Ended September 30, | |||||||
2018 | 2017 | ||||||
(in thousands) | |||||||
Net cash provided by operating activities | $ | 6,148 | $ | 42,794 | |||
Purchases of property and equipment and capitalized internal-use software development costs | (12,369 | ) | (8,414 | ) | |||
Free cash flow | $ | (6,221 | ) | $ | 34,380 |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
(in thousands) | |||||||||||||||
Consolidated Statements of Operations | |||||||||||||||
Net revenue | $ | 73,628 | $ | 50,749 | $ | 215,696 | $ | 138,902 | |||||||
Cost of net revenue | 31,477 | 20,993 | 89,424 | 56,295 | |||||||||||
Gross profit | 42,151 | 29,756 | 126,272 | 82,607 | |||||||||||
Operating expenses: | |||||||||||||||
Product development | 12,856 | 9,351 | 32,671 | 20,832 | |||||||||||
Sales, marketing and support | 17,428 | 14,351 | 53,051 | 37,522 | |||||||||||
General and administrative | 24,921 | 16,479 | 69,915 | 43,025 | |||||||||||
Total operating expenses | 55,205 | 40,181 | 155,637 | 101,379 | |||||||||||
Loss from operations | (13,054 | ) | (10,425 | ) | (29,365 | ) | (18,772 | ) | |||||||
Interest expense | (3,300 | ) | (1,674 | ) | (9,399 | ) | (3,632 | ) | |||||||
Change in fair value of redeemable convertible preferred stock warrant liability | (3,520 | ) | (1,404 | ) | (9,591 | ) | (1,404 | ) | |||||||
Loss on debt extinguishment | (17,173 | ) | — | (178 | ) | — | |||||||||
Other income (expense), net | 1,414 | 1,606 | (1,880 | ) | 3,510 | ||||||||||
Loss before provision for (benefit from) income taxes | (35,633 | ) | (11,897 | ) | (50,413 | ) | (20,298 | ) | |||||||
Income tax provision (benefit) | (117 | ) | (40 | ) | 683 | (95 | ) | ||||||||
Net loss | $ | (35,516 | ) | $ | (11,857 | ) | $ | (51,096 | ) | $ | (20,203 | ) |
Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||
Consolidated Statements of Operations, as a percentage of net revenue | |||||||||||
Net revenue | 100.0 | % | 100.0 | % | 100.0 | % | 100.0 | % | |||
Cost of net revenue | 42.8 | % | 41.4 | % | 41.5 | % | 40.5 | % | |||
Gross profit | 57.2 | % | 58.6 | % | 58.5 | % | 59.5 | % | |||
Operating expenses: | |||||||||||
Product development | 17.5 | % | 18.4 | % | 15.1 | % | 15.0 | % | |||
Sales, marketing and support | 23.7 | % | 28.3 | % | 24.6 | % | 27.0 | % | |||
General and administrative | 33.8 | % | 32.5 | % | 32.4 | % | 31.0 | % | |||
Total operating expenses | 75.0 | % | 79.2 | % | 72.2 | % | 73.0 | % | |||
Loss from operations | (17.7 | )% | (20.5 | )% | (13.6 | )% | (13.5 | )% | |||
Interest expense | (4.5 | )% | (3.3 | )% | (4.4 | )% | (2.6 | )% | |||
Change in fair value of redeemable convertible preferred stock warrant liability | (4.8 | )% | (2.8 | )% | (4.4 | )% | (1.0 | )% | |||
Loss on debt extinguishment | (23.3 | )% | — | % | (0.1 | )% | — | % | |||
Other income (expense), net | 1.9 | % | 3.2 | % | (0.9 | )% | 2.5 | % | |||
Loss before provision for (benefit from) income taxes | (48.4 | )% | (23.4 | )% | (23.4 | )% | (14.6 | )% | |||
Income tax provision (benefit) | (0.2 | )% | (0.1 | )% | 0.3 | % | (0.1 | )% | |||
Net loss | (48.2 | )% | (23.3 | )% | (23.7 | )% | (14.5 | )% |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Net revenue | $ | 73,628 | $ | 50,749 | $ | 22,879 | 45.1 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Cost of net revenue | $ | 31,477 | $ | 20,993 | $ | 10,484 | 49.9 | % | ||||||
Percentage of total net revenue | 42.8 | % | 41.4 | % | ||||||||||
Gross margin | 57.2 | % | 58.6 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Product development | $ | 12,856 | $ | 9,351 | $ | 3,505 | 37.5 | % | ||||||
Percentage of total net revenue | 17.5 | % | 18.4 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Sales, marketing and support | $ | 17,428 | $ | 14,351 | $ | 3,077 | 21.4 | % | ||||||
Percentage of total net revenue | 23.7 | % | 28.3 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
General and administrative | $ | 24,921 | $ | 16,479 | $ | 8,442 | 51.2 | % | ||||||
Percentage of total net revenue | 33.8 | % | 32.5 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Interest expense | $ | (3,300 | ) | $ | (1,674 | ) | $ | (1,626 | ) | 97.1 | % | |||
Percentage of total net revenue | (4.5 | )% | (3.3 | )% |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ | (3,520 | ) | $ | (1,404 | ) | $ | (2,116 | ) | 150.7 | % | |||
Percentage of total net revenue | (4.8 | )% | (2.8 | )% |
Three Months Ended September 30, | Change | ||||||||||||
2018 | 2017 | $ | % | ||||||||||
(in thousands, except percentages) | |||||||||||||
Loss on debt extinguishment | $ | (17,173 | ) | $ | — | $ | (17,173 | ) | * | ||||
Percentage of total net revenue | (23.3 | )% | — | % |
* | Not meaningful |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Other income (expense), net | $ | 1,414 | $ | 1,606 | $ | (192 | ) | (12.0 | )% | |||||
Percentage of total net revenue | 1.9 | % | 3.2 | % |
Three Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Income tax provision (benefit) | $ | (117 | ) | $ | (40 | ) | $ | (77 | ) | 192.5 | % | |||
Percentage of total net revenue | (0.2 | )% | (0.1 | )% |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Net revenue | $ | 215,696 | $ | 138,902 | $ | 76,794 | 55.3 | % |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Cost of net revenue | $ | 89,424 | $ | 56,295 | $ | 33,129 | 58.8 | % | ||||||
Percentage of net revenue | 41.5 | % | 40.5 | % | ||||||||||
Gross margin | 58.5 | % | 59.5 | % |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Product development | $ | 32,671 | $ | 20,832 | $ | 11,839 | 56.8 | % | ||||||
Percentage of net revenue | 15.1 | % | 15.0 | % |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Sales, marketing and support | $ | 53,051 | $ | 37,522 | $ | 15,529 | 41.4 | % | ||||||
Percentage of total net revenue | 24.6 | % | 27.0 | % |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
General and administrative | $ | 69,915 | $ | 43,025 | $ | 26,890 | 62.5 | % | ||||||
Percentage of total net revenue | 32.4 | % | 31.0 | % |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Interest expense | $ | (9,399 | ) | $ | (3,632 | ) | $ | (5,767 | ) | 158.8 | % | |||
Percentage of total net revenue | (4.4 | )% | (2.6 | )% |
Nine Months Ended September 30, | Change | ||||||||||||
2018 | 2017 | $ | % | ||||||||||
(in thousands, except percentages) | |||||||||||||
Change in fair value of redeemable convertible preferred stock warrant liability | $ | (9,591 | ) | $ | (1,404 | ) | $ | (8,187 | ) | * | |||
Percentage of total net revenue | (4.4 | )% | (1.0 | )% |
* | Not meaningful |
Nine Months Ended September 30, | Change | ||||||||||||
2018 | 2017 | $ | % | ||||||||||
(in thousands, except percentages) | |||||||||||||
Loss on debt extinguishment | $ | (178 | ) | $ | — | $ | (178 | ) | * | ||||
Percentage of total net revenue | (0.1 | )% | — | % |
* | Not meaningful |
Nine Months Ended September 30, | Change | |||||||||||||
2018 | 2017 | $ | % | |||||||||||
(in thousands, except percentages) | ||||||||||||||
Other income (expense), net | $ | (1,880 | ) | $ | 3,510 | $ | (5,390 | ) | (153.6 | )% | ||||
Percentage of total net revenue | (0.9 | )% | 2.5 | % |
* | Not meaningful |
Nine Months Ended September 30, | Change | ||||||||||||
2018 | 2017 | $ | % | ||||||||||
(in thousands, except percentages) | |||||||||||||
Income tax provision (benefit) | $ | 683 | $ | (95 | ) | $ | 778 | * | |||||
Percentage of total net revenue | 0.3 | % | (0.1 | )% |
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net cash provided by (used in): | ||||||||||||||||
Operating activities | $ | 23,786 | $ | 42,192 | $ | 72,624 | $ | 96,294 | ||||||||
Investing activities | (5,395 | ) | (129,932 | ) | 1,593 | (138,492 | ) | |||||||||
Financing activities | 231,633 | 158,379 | 244,855 | 158,233 | ||||||||||||
Net increase (decrease) in cash and restricted cash | $ | 250,024 | $ | 70,639 | $ | 319,072 | $ | 116,035 |
Payments due by Period | |||||||||||||||
Total | Less than 1 year | Between 1-3 years | Between 3-5 years | ||||||||||||
Term loan | $ | 75,000 | $ | 5,625 | $ | 13,125 | $ | 56,250 | |||||||
Future creator signing fees and creator advances | 16,376 | 11,177 | 5,106 | 93 | |||||||||||
Build-to-suit lease obligation | 14,692 | 5,563 | 9,129 | — | |||||||||||
Operating leases | 10,395 | 2,527 | 4,520 | 3,348 | |||||||||||
Sublease income | (10,174 | ) | (4,003 | ) | (4,003 | ) | (2,168 | ) | |||||||
Purchase commitments | 8,750 | 3,875 | 4,875 | — | |||||||||||
Total | $ | 115,039 | $ | 24,764 | $ | 32,752 | $ | 57,523 |
• | our ability to maintain and continually enhance our platform and provide services that are valuable and helpful to creators, including helping them to attract and retain attendees; | ||
• | competitive factors, including the actions of new and existing competitors in our industry, such as competitors buying exclusive ticketing rights or entering into or expanding within the market in which we operate; | ||
• | our ability to convince creators to migrate to our platform from their current practices, which include online ticketing platforms, venue box offices and do-it-yourself spreadsheets and forms; | ||
• | changes in our relationships with third parties, including our partners, developers and payment processors, that make our platform less effective for creators; | ||
• | the quality and availability of key payment and payout methods; | ||
• | our ability to manage fraud risk that negatively impacts creators; and | ||
• | our ability to adapt to changes in market practices or economic incentives for creators, including larger or more frequent signing fees. |
• | currency exchange restrictions or costs and exchange rate fluctuations and the risks and costs inherent in hedging such exposures; | ||
• | new and modified laws and regulations regarding data privacy, data protection and information security; | ||
• | exposure to local economic or political instability, threatened or actual acts of terrorism and violence and changes in the rights of individuals to assemble; | ||
• | compliance with U.S. and non-U.S. regulations, laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety and advertising and promotions; | ||
• | compliance with additional U.S. laws applicable to U.S. companies operating internationally and interpretations of U.S. and international tax laws; | ||
• | weaker enforcement of our contractual and intellectual property rights; | ||
• | preferences by local populations for local providers; | ||
• | laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses; and | ||
• | slower adoption of the Internet as a ticketing, advertising and commerce medium, which could limit our ability to migrate international operations to our existing systems. |
• | use of cash resources and incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our cash, including for retirement of outstanding indebtedness, stock repurchases and dividend payments; | ||
• | difficulties and expenses in assimilating the operations, products, data, technology, privacy, data protection systems and information security systems, information systems or personnel of the acquired company; | ||
• | failure of the acquired company to achieve anticipated benefits, revenue, earnings or cash flows or our failure to retain key employees from an acquired company; | ||
• | the assumption of known and unknown risks, debt and liabilities of the acquired company, deficiencies in systems or internal controls, impairment of goodwill or other intangible assets and costs associated with litigation or other claims arising in connection with the acquired company; | ||
• | failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies; | ||
• | adverse market reaction to acquisitions; | ||
• | failure to consummate such transactions; and | ||
• | other expected and unexpected risks with pursuing acquisitions, including litigation or regulatory exposure, unfavorable accounting treatment, increases in taxes due, a loss of anticipated tax benefits, costs or delays to obtain governmental approvals, diversion of management’s attention or other resources from our existing business and other adverse effects on our business, results of operations or financial condition. |
• | creator acquisition and retention; | ||
• | new solution introductions and expansions, or challenges with introduction; | ||
• | acquisition of companies and the success, or lack thereof, of migration of such companies’ creators; | ||
• | changes in pricing or packages; | ||
• | the development and introduction of new products or services by us or our competitors; | ||
• | increases in operating expenses that we may incur to grow and expand our operations and to remain competitive; | ||
• | system failures or breaches of security or privacy; | ||
• | changes in stock-based compensation expenses; | ||
• | adverse litigation judgments, settlements or other litigation-related costs; | ||
• | changes in the legislative or regulatory environment, including with respect to privacy or data protection, or enforcement by government regulators, including fines, orders or consent decrees; | ||
• | fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies; | ||
• | fluctuations in the market values of our portfolio investments and interest rates; | ||
• | changes in our effective tax rate; | ||
• | announcements by competitors or other third parties of significant new products or acquisitions or entrance into certain markets; our ability to make accurate accounting estimates and appropriately recognize revenue for our solutions for which there are no relevant comparable products; | ||
• | changes in accounting standards, policies, guidance, interpretations, or principles; and | ||
• | changes in business or macroeconomic conditions. |
• | employees inadvertently sending financial information of one creator, attendee or employee to another creator, attendee or employee; | ||
• | creators’ failure to properly password protect their leased ticket scanning and site operations devices leaving the data available to anyone using the device; | ||
• | a device stolen from an event and data access, alteration or acquisition occurring prior to our remote wiping of the data; | ||
• | an employee losing their computer or mobile device or otherwise, allowing for access to our email and/or administrative access, including access to guest lists to events; | ||
• | external breaches leading to the circulation of “dark web” lists of user name and password combinations openly vulnerable to attack without immediate detection; | ||
• | a hack of one of our databases; | ||
• | account takeovers; | ||
• | a hack of a third-party service provider or partner’s database; and | ||
• | unauthorized access to our offices or other properties. |
• | our inability to provide any assurance that these third-party applications and products meet the same quality and security standards that we apply to our own development efforts, and to the extent that they contain bugs or defects, they may create disruptions in the use of our platform by creators or negatively affect our brand; | ||
• | our lack of support for software applications developed by our partner platform, which could cause creators and attendees to be left without support and consequently could cease using our services if these developers do not provide adequate support for their applications; | ||
• | our inability to assure that our partners will be able to successfully integrate with our products or that our partners will continue to do so; | ||
• | our inability to confirm if our partners comply with all applicable laws and regulations; and | ||
• | the risk that these partners and developers may not possess the appropriate intellectual property rights to develop and share their applications. |
• | our ability to provide an easy solution for attendees to buy tickets or register for an event; | ||
• | outages or delays in our platform and other services, including delays in getting into events; | ||
• | compatibility with other third-party services, such as Facebook and Spotify, and our ability to connect with other applications through our API; | ||
• | fraudulent or unsuccessful events that may result in a bad experience for attendees; | ||
• | breaches and other security incidents that could compromise the data of attendees; and | ||
• | quality of our customer service and our ability to respond to complaints and other issues in a timely and effective manner. |
• | require costly litigation to resolve and the payment of substantial damages; | ||
• | require significant management time; | ||
• | cause us to enter into unfavorable royalty or license agreements; | ||
• | require us to discontinue the sale of products and solutions through our platform; | ||
• | require us to indemnify creators or third-party service providers or partners; and/or | ||
• | require us to expend additional development resources to redesign our platform. |
• | develop and enhance our platform and solutions; | ||
• | continue to expand our technology development, sales and marketing organizations; | ||
• | hire, train and retain employees; | ||
• | respond to competitive pressures or unanticipated working capital requirements; or | ||
• | pursue acquisition opportunities. |
• | overall performance of the equity markets and/or publicly-listed technology companies; | ||
• | actual or anticipated fluctuations in our net revenue or other operating metrics; | ||
• | changes in the financial projections we provide to the public or our failure to meet these projections; | ||
• | failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors; | ||
• | the economy as a whole and market conditions in our industry; | ||
• | rumors and market speculation involving us or other companies in our industry; | ||
• | announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments; | ||
• | new laws or regulations or new interpretations of existing laws or regulations applicable to our business; | ||
• | lawsuits threatened or filed against us; | ||
• | recruitment or departure of key personnel; | ||
• | other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and | ||
• | the expiration of contractual lock-up or market standoff agreements. |
• | not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes Oxley Act; | ||
• | reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and | ||
• | exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
• | the last day of the fiscal year in which we have more than $1.07 billion in annual revenue; | ||
• | the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates; | ||
• | the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or | ||
• | the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering. |
• | provide that our board of directors will be classified into three classes of directors with staggered three-year terms; | ||
• | permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships; | ||
• | require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws; | ||
• | authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan; | ||
• | provide that only the Chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders; | ||
• | provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets; | ||
• | prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders; | ||
• | provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and | ||
• | advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings. |
• | any derivative action or proceeding brought on our behalf; | ||
• | any action asserting a breach of fiduciary duty; | ||
• | any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; or | ||
• | any action asserting a claim against us that is governed by the internal affairs doctrine. |
Exhibit Number | Description of Exhibits | Incorporated by Reference from Form | Incorporated by Reference from Exhibit Number | Date Filed | ||||
S-1/A | 3.2 | August 28, 2018 | ||||||
S-1/A | 3.4 | August 28, 2018 | ||||||
S-1/A | 4.1 | September 7, 2018 | ||||||
8-K | 10.1 | October 1, 2018 | ||||||
Filed herewith | ||||||||
Filed herewith | ||||||||
Furnished herewith | ||||||||
101.INS | XBRL Instance Document | Filed herewith | ||||||
101.SCH | XBRL Taxonomy Extension Schema Document | Filed herewith | ||||||
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | Filed herewith | ||||||
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | Filed herewith | ||||||
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | Filed herewith | ||||||
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | Filed herewith |
Eventbrite, Inc. | |||
By: | /s/ Julia Hartz | ||
November 14, 2018 | Julia Hartz | ||
Chief Executive Officer | |||
(Principal Executive Officer) | |||
By: | /s/ Randy Befumo | ||
November 14, 2018 | Randy Befumo | ||
Chief Financial Officer | |||
(Principal Accounting and Financial Officer) |
/s/ Julia Hartz | |
Julia Hartz | |
Chief Executive Officer | |
(Principal Executive Officer) |
/s/ Randy Befumo | |
Randy Befumo | |
Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
/s/ Julia Hartz | |
Julia Hartz | |
Chief Executive Officer | |
(Principal Executive Officer) | |
/s/ Randy Befumo | |
Randy Befumo | |
Chief Financial Officer | |
(Principal Accounting and Financial Officer) |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2018 |
Oct. 31, 2018 |
|
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Eventbrite, Inc. | |
Entity Central Index Key | 0001475115 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | false | |
Current Fiscal Year End Date | --12-31 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 11,500,000 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 66,752,949 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands |
3 Months Ended | 9 Months Ended | |||||
---|---|---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
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Net revenue | $ 73,628,000 | $ 50,749,000 | $ 215,696,000 | $ 138,902,000 | |||
Cost of net revenue | [1] | 31,477,000 | 20,993,000 | 89,424,000 | 56,295,000 | ||
Gross profit | 42,151,000 | 29,756,000 | 126,272,000 | 82,607,000 | |||
Operating expenses: | |||||||
Product development | [1] | 12,856,000 | 9,351,000 | 32,671,000 | 20,832,000 | ||
Sales, marketing and support | [1] | 17,428,000 | 14,351,000 | 53,051,000 | 37,522,000 | ||
General and administrative | [1] | 24,921,000 | 16,479,000 | 69,915,000 | 43,025,000 | ||
Total operating expenses | [1] | 55,205,000 | 40,181,000 | 155,637,000 | 101,379,000 | ||
Loss from operations | (13,054,000) | (10,425,000) | (29,365,000) | (18,772,000) | |||
Interest expense | (3,300,000) | (1,674,000) | (9,399,000) | (3,632,000) | |||
Change in fair value of redeemable convertible preferred stock warrant liability | (3,520,000) | (1,404,000) | (9,591,000) | (1,404,000) | |||
Loss on debt extinguishment | (17,173,000) | 0 | (178,000) | 0 | |||
Other income (expense), net | 1,414,000 | 1,606,000 | (1,880,000) | 3,510,000 | |||
Loss before provision for (benefit from) income taxes | (35,633,000) | (11,897,000) | (50,413,000) | (20,298,000) | |||
Income tax provision (benefit) | (117,000) | (40,000) | 683,000 | (95,000) | |||
Net loss | $ (35,516,000) | $ (11,857,000) | $ (51,096,000) | $ (20,203,000) | |||
Net loss per share, basic and diluted (in dollars per share) | $ (1.24) | $ (0.61) | $ (2.15) | $ (1.05) | |||
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) | 28,736 | 19,523 | 23,799 | 19,150 | |||
Cost of net revenue | |||||||
Operating expenses: | |||||||
Stock-based compensation expense | $ 154,000 | $ 35,000 | $ 278,000 | $ 100,000 | |||
Product development | |||||||
Operating expenses: | |||||||
Stock-based compensation expense | 2,497,000 | 463,000 | 3,845,000 | 1,298,000 | |||
Sales, marketing and support | |||||||
Operating expenses: | |||||||
Stock-based compensation expense | 1,151,000 | 406,000 | 2,729,000 | 1,179,000 | |||
General and administrative | |||||||
Operating expenses: | |||||||
Stock-based compensation expense | $ 11,247,000 | $ 1,042,000 | $ 16,305,000 | $ 3,130,000 | |||
|
Organization |
9 Months Ended |
---|---|
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Description of business Eventbrite, Inc. (Eventbrite or the Company) has built a powerful, broad technology platform to enable creators to solve many challenges associated with creating live experiences. The Company’s platform integrates components needed to seamlessly plan, promote and produce live events, thereby allowing creators to reduce friction and costs, increase reach and drive ticket sales. Initial Public Offering In September 2018, the Company completed its initial public offering (IPO) in which the Company issued and sold 11,500,000 shares of Class A common stock at a public offering price of $23.00 per share, which included 1,500,000 shares sold pursuant to the exercise by the underwriters' option to purchase additional shares. The Company received aggregate net proceeds of $246.0 million from the IPO, net of underwriter discounts and commissions, before deducting offering costs of $5.3 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 our 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 our Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock. See Note 10 and Note 11 for additional details. |
Significant Accounting Policies |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of Eventbrite and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheets, statements of operations, statements of redeemable convertible preferred stock and stockholders' equity (deficit) and the statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ended December 31, 2018 or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2017, included in the Company's final prospectus dated September 19, 2018 filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on September 20, 2018 (Prospectus). Use of Estimates In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of the redeemable convertible preferred stock warrant liability and term loan derivative liability, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, indirect tax reserves and contra revenue amounts related to fraudulent events, customer disputed transactions and refunds. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements. Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the unaudited condensed consolidated financial statements. Segment Information The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Additionally, there are no segment managers or other individuals that are held accountable for results below the consolidated level. Accordingly, the Company has determined that it operates as a single reportable and operating segment. Revenue Recognition Revenue primarily consists of service fees and payment-processing fees (Eventbrite fees) recognized at the time a ticket for an event is sold and processed. The Company’s customers are event creators who are selling tickets for events using the Company’s platform. The creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company’s fees, to the creators. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company’s fees. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement. The Company determined the creator is the primary obligor in a ticketing transaction as the creator is responsible for providing the event for which a ticket is sold and is the party responsible for providing a refund if the event is canceled. The Company’s service provides a platform for the creator and event attendee to transact and to facilitate payment processing of that transaction. The amount that the Company earns for this service is fixed. For the payment processing service, the Company determined that it is the primary obligor because it is acting as the principal in providing the service and has latitude in setting the price of the service. Based on management’s assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. The Company’s revenue is derived from its service fees and payment processing fees and is recognized as tickets for an event are sold and processed since the Company believes that is when all the following conditions are met: • There is persuasive evidence of an arrangement; • The service has been provided to the creator; • The collection of the fees is reasonably assured; and • The amount of fees to be paid is fixed or determinable. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from these fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue. Cost of Revenue Cost of revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology, amortization of capitalized internal-use software development costs, field operations costs and allocated customer support costs. Cash and Restricted Cash Cash includes bank deposits held by financial institutions. Cash balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $278.3 million and $179.5 million as of September 30, 2018 and December 31, 2017, 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 condensed consolidated balance sheets. The Company has issued letters of credit under lease agreements which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets based on the term of the underlying lease. The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):
Funds Receivable Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such amounts were $48.9 million and $48.5 million as of September 30, 2018 and December 31, 2017, respectively. Accounts Receivable, Net Accounts receivable, net is comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. Property, Plant and Equipment, Net Property, plant and equipment, including assets acquired through capital leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property, plant and equipment are as follows:
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 funds receivable, accounts receivable, accounts payable, other current liabilities and debt approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt, which is Level 2. There are no other Level 1 or Level 2 assets or liabilities recorded at September 30, 2018 and December 31, 2017. The Company measures the redeemable convertible preferred stock warrant liability (as discussed in Note 11) and term loan derivative asset (as discussed in Note 10) at fair value on a recurring basis and determined these are Level 3 financial assets and liabilities, respectively, in the fair value hierarchy. The fair value of the redeemable convertible preferred stock warrants was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various equity securities was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and two scenarios contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under the IPO scenarios. The discounted cash flow method was used to value the Company under the staying private scenarios. Share value for each class of security was based upon the probability-weighted present value of expected future investment returns, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events (IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the term loan derivative asset include the timing of potential events (primarily the IPO), probability of exercise and the discount rate used to calculate the present value of discounted cash flows. Generally, changes in the fair value of the underlying redeemable convertible preferred stock would result in a directionally similar impact to the fair value of the redeemable convertible preferred stock warrant liability. There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the periods ended September 30, 2018 and December 31, 2017. Leases The Company leases office space and certain computer equipment under noncancelable lease agreements which are accounted for as operating leases. Rent expense is recorded on a straight-line basis over the lease term. If a lease provides for fixed escalations of the minimum rental payments, the difference between the straight-line rent charged to expense and the amount payable under the lease is recognized as deferred rent. The Company considers the nature of renovations and the Company’s involvement during the construction period for leased office space to determine if it should be considered the owner of the construction project during the construction period. If the Company determines that it is the owner of the construction project, it is required to capitalize the fair value of the building as well as the construction costs incurred on its condensed consolidated balance sheet along with a corresponding liability (build-to-suit accounting). Upon occupancy for build-to-suit leases, the Company assesses whether the circumstances qualify for sales recognition under the sale-leaseback accounting guidance. If the lease meets the sale-leaseback criteria, the Company will remove the asset and related financial obligation from the consolidated balance sheet and treat the building lease as an operating lease. If upon completion of construction, the project does not meet the sale-leaseback criteria, the leased property will continue to be treated as a build-to-suit lease asset and financing obligation for financial reporting purposes. 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 condensed 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 condensed consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Goodwill and Acquired Intangible Assets, Net Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then a second step is required that compares the carrying amount of the goodwill with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally-generated and unrecognized intangible and tangible net assets. If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. During the periods ended September 30, 2018 and December 31, 2017, the Company assessed qualitative factors and determined additional impairment testing was not required, therefore no goodwill impairment charges have been recorded during these periods. Acquired Intangible Assets, Net Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, determined to be straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheet. The Company evaluates the recoverability of its intangible assets for potential impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to the fair value. Creator Signing Fees, Net Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves and allowances for potentially unrecoverable amounts on the condensed consolidated balance sheets. Amortization of creator signing fees is recorded as a reduction of revenue in the condensed consolidated statements of operations. Creator Advances, Net Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves and allowances for potentially unrecoverable amounts on the condensed consolidated balance sheets. Impairment of Long-Lived Assets The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, creator signing fees, creator advances and acquisition-related intangible assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. Accounts Payable, Creators Accounts payable, creators consists of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five business days subsequent to the completion of the related event. In certain situations, at the request of the creator, the Company may remit ticket sale proceeds in advance of the related event. 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 $0.3 million and $0.4 million for the three months ended September 30, 2018 and 2017, respectively, and $0.8 million and $1.3 million for the nine months ended September 30, 2018 and 2017, respectively. Stock-Based Compensation Expense Stock-based compensation expense to employees is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the 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. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. Compensation expense for nonemployee stock options is calculated using the Black-Scholes option pricing model and is recorded as the options vest. Options subject to vesting are revalued periodically over the service period, which is the same as the vesting period. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized and offset against proceeds upon the consummation of the offerings within stockholders’ equity. The Company incurred $5.3 million of deferred offering costs in connection with its IPO, which are recorded within stockholders' equity as a reduction of the IPO proceeds. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s condensed consolidated financial statements. Foreign Currency Remeasurement The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are remeasured at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the condensed consolidated statements of operations. The Company recorded foreign currency rate remeasurement losses of $0.7 million and foreign currency rate remeasurement gains of $1.4 million during the three months ended September 30, 2018 and 2017, respectively. The Company recorded foreign currency rate remeasurement losses of $4.3 million and foreign currency rate remeasurement gains of $3.4 million during the nine months ended September 30, 2018 and 2017, respectively. Concentrations of Risk Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash, funds receivable, accounts receivable, payments to creators and creator advance payouts. The Company holds its cash with high-credit-quality financial institutions; however, the Company maintains balances in excess of the FDIC insurance limits. The Company does not require their customers to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection. As of September 30, 2018 and December 31, 2017, there were no customers that represented 10% or more of the Company’s accounts receivable balance and there were no customers that individually exceeded 10% of the Company’s net revenue for the three and nine months ended September 30, 2018 and 2017, respectively. Redeemable Convertible Preferred Stock Warrants Freestanding warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities on the condensed consolidated balance sheets at their estimated fair value because the underlying shares of redeemable convertible preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. Such warrants are recorded at fair value upon issuance and remeasured to fair value at each reporting period through the consolidated statements of operations. The Company adjusts the redeemable convertible preferred stock warrant liability for changes in estimated fair value until the earlier of the exercise or expiration or the completion of a sale of the Company or an IPO. Upon the completion of the Company's IPO in September 2018, all of the Company's outstanding warrants to purchase shares of redeemable convertible preferred stock were automatically exercised into shares of the Company’s Class B common stock. Net Loss Per Share The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Emerging Growth Company Status As an emerging growth company (EGC), the Jump-start Our Business Start-ups Act (JOBS Act) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. As a result, the Company's financial statements may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies. Recently Adopted Accounting Pronouncements The Company adopted ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) beginning January 1, 2018. The Company has elected to continue to estimate expected forfeitures as awards are granted. Additionally, the Company will prospectively present excess tax benefits as an operating activity on the consolidated statement of cash flows. The Company recognized the previously unrecognized excess tax benefits using the modified retrospective transition method, which did not result in a cumulative-effect adjustment to the opening balance of accumulated deficit in 2018 given the Company’s valuation allowance position. Without the valuation allowance, the Company’s deferred tax assets would have increased by $3.5 million. Recently Issued Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This standard is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This standard will apply to the Company’s reporting requirements in performing goodwill impairment testing, however, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This standard is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, this standard is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The impact to the Company’s consolidated financial statements will depend on the facts and circumstances of any specific future transactions. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions for all entities. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company intends to adopt this standard beginning January 1, 2019 and is currently evaluating the effect that implementation of this standard will have on its consolidated financial statements upon adoption. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40), which will supersede nearly all existing revenue recognition guidance. The core principle behind this standard is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. To achieve this core principle, the ASU provides a model, which involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies the performance obligations. The standard also provides guidance on the recognition of costs related to obtaining customer contracts. This standard permits adoption either by using a full retrospective approach, in which all comparative periods are presented in accordance with the new standard, or a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. For public business entities, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early application is permitted for annual periods beginning after December 15, 2016. The Company has elected to adopt this standard as of January 1, 2019 using the full retrospective approach and does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Acquisitions |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions | Acquisitions 2018 Acquisitions In August 2018, the Company acquired Picatic e-Ticket Inc. (Picatic), a Canadian ticketing company. The Company acquired Picatic primarily to bolster its engineering staff and enhance its ticketing solutions. The acquisition of Picatic has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $2.9 million, which consisted of $1.3 million in cash and 81 thousand shares of the Company’s common stock. Acquisition costs related to the Picatic transaction were $0.3 million and are included in general and administrative expenses in the condensed consolidated statements of operations for the three and nine months ended September 30, 2018. The total purchase price of the Picatic 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 in connection with the Picatic acquisition is not deductible for tax purposes and is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. In April 2018, the Company acquired Ticketea S.L. (Ticketea), a leading Spanish ticketing provider. The Company acquired Ticketea in order to enhance its ticketing solutions and expand in the Spanish market. The acquisition of Ticketea has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $11.5 million, which consisted of $3.6 million in cash and 0.7 million shares of the Company’s common stock. Of the 0.7 million shares, 0.1 million shares are being held in escrow for adjustments related to working capital requirements and breaches of representations, warranties and covenants. These escrowed shares will be released approximately 18 months from the acquisition date, net of any adjustments. Acquisition costs related to the Ticketea transaction were $0.5 million and are included in general and administrative expenses in the condensed consolidated statement of operations for the nine months ended September 30, 2018. The total purchase price of the Ticketea 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 in connection with the Ticketea acquisition is not deductible for tax purposes and is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years):
The amount of net revenue from the Picatic and Ticketea acquisitions included in the consolidated statements of operations for the nine months ended September 30, 2018 was $2.3 million. 2017 Acquisitions In September 2017, the Company acquired 100% of the outstanding equity of Ticketfly, LLC (Ticketfly), a San Francisco based subsidiary of a publicly-held company. The Company acquired Ticketfly in order to expand the Company’s solutions for music-related events. The acquisition of Ticketfly has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $201.1 million, which consisted of $151.1 million in cash and $50.0 million in Convertible Promissory Notes (Promissory Note), which were paid and issued, respectively, at the closing of the transaction. The Promissory Note had a five year maturity from the date of issuance and bore interest at a rate of 6.5% per annum. Acquisition costs related to the Ticketfly transaction were $0.5 million and are included in general and administrative expenses in the condensed consolidated statements of operations. In March 2018, the Company reached an agreement with the seller of Ticketfly to repay the Promissory Note. The face value of $50.0 million was settled in full for $34.7 million which represented $33.0 million of principal and $1.7 million of accrued interest. The Company recognized a gain of $17.0 million resulting from the extinguishment of the Promissory Note in the condensed consolidated statements of operations for the nine months ended September 30, 2018. As discussed in Note 10, the Company recorded a loss on debt extinguishment of $17.2 million in the three months ended September 30, 2018, and a net loss on debt extinguishment of $0.2 million for the nine months ended September 30, 2018. In January 2017, the Company acquired 100% of the outstanding equity of TSTM Group Limited (ticketscript), a privately-held Dutch ticketing company with operations throughout Europe. The Company acquired ticketscript in order to enhance its ticketing solutions. The acquisition of ticketscript has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $33.4 million, which consisted of $7.7 million in cash, $7.5 million in promissory notes, 2.7 million shares of the Company’s common stock and options to purchase 0.3 million shares of Eventbrite common stock. These promissory notes were allowed to be prepaid at any time and the Company repaid these promissory notes in full, including accrued interest, in August 2017. Acquisition costs related to the ticketscript transaction were $1.2 million and are included in general and administrative expenses in the condensed consolidated statements of operations. The Company retained certain former ticketscript employees under Eventbrite employment contracts and issued options to purchase an aggregate of 0.3 million shares of common stock in connection with those employment contracts. These options vest over time and compensation expense will be recorded over the associated service period. The total purchase prices of the Ticketfly and ticketscript acquisitions were allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded in connection with the Ticketfly acquisition is deductible for tax purposes, while the goodwill recorded in connection with ticketscript is not. Goodwill is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry. The following table summarizes the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years):
The following unaudited pro forma information presents the combined results of operations as if the Ticketfly acquisition had been completed on January 1, 2016, the beginning of the comparable prior annual reporting period. The pro forma results include the adjustments for amortization associated with the acquired intangible assets, interest expense on new debt, stock-based compensation and the inclusion of $0.5 million of non-recurring acquisition costs. The pro forma results do not reflect any cost saving synergies from operating efficiencies of the effect of the incremental costs incurred in integrating the companies. Accordingly, these pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands):
Pro forma information for the Ticketea, Picatic and ticketscript acquisitions is not presented as it is not material. |
Goodwill and Acquired Intangible Assets, Net |
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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):
Acquired intangible assets consisted of the following as of the dates indicated (in thousands):
The Company recorded amortization expense related to acquired intangible assets as follows (in thousands):
As of September 30, 2018, the total expected future amortization expense for acquired intangible assets is as follows (in thousands):
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Accounts Receivable, Net |
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net is comprised of invoiced amounts to customers who use FPP for payment processing as well as other invoiced amounts. The following table summarizes the Company’s accounts receivable balance (in thousands):
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Creator Signing Fees, Net |
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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. As of September 30, 2018, these payments are being amortized over a weighted-average remaining contract life of 3.4 years on a straight-line basis. Amortization of creator signing fees is recorded as a reduction of revenue in the condensed consolidated statements of operations. The following table summarizes the activity in creator signing fees (in thousands):
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Creator Advances, Net |
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Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Creator Advances, Net | Creator Advances, Net Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets for the event until the creator payment has been fully recovered. The following table summarizes the activity in creator advances (in thousands):
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Property, Plant and Equipment, Net |
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Property, Plant and Equipment, Net | Property, Plant and Equipment, Net Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
Depreciation expense totaled $1.3 million for each of the three months ended September 30, 2018 and 2017, and $3.6 million and $2.9 million for the nine months ended September 30, 2018 and 2017, respectively. The Company recorded the following amounts related to capitalized internal-use software development costs during the periods indicated (in thousands):
Stock-based compensation costs included in capitalized internal-use software development costs were $0.1 million for each of the three months ended September 30, 2018 and 2017 and $0.4 million for each of the nine months ended September 30, 2018 and 2017. |
Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | Commitments and Contingencies Operating Leases The Company leases office space under various noncancelable operating leases that expire at various dates through 2028. Rent expense from operating leases totaled $0.9 million for each of the three months ended September 30, 2018 and 2017, and $2.5 million and $2.1 million for the nine months ended September 30, 2018 and 2017, respectively. The Company also recognized sublease income of $1.0 million and $0.7 million during the three months ended September 30, 2018 and 2017, respectively, and $2.5 million and $2.3 million for the nine months ended September 30, 2018 and 2017, respectively. Build-to-Suit Lease In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California. The initial lease term is seven years with an option to renew for an additional three years, and the leased space represents two floors in a seven-floor building. The lease provided for a $6.4 million tenant improvement reimbursement allowance, which the Company utilized in 2014. In order for the facility to meet the Company’s operating specifications, both the landlord and the Company made structural changes as part of the improvement of the building, and as a result, the Company has concluded that it is the deemed partial owner of the building (for accounting purposes only) during the construction period. Accordingly, at lease inception, the Company recorded an asset of $22.3 million, representing its estimate of the fair market value of the leased space, and a corresponding lease financing obligation on the consolidated balance sheets. Upon completion of construction, the Company evaluated the derecognition of the asset and liability as a sale-leaseback transaction. The Company concluded it did not meet the provisions needed for sale-leaseback accounting, and thus the lease is being accounted for as a financing obligation. Lease payments are allocated to (1) a reduction of the principal financing obligation; (2) imputed interest expense; and (3) land lease expense (which is considered an operating lease) representing an imputed cost to lease the underlying land of the facility. In addition, the underlying building asset is being depreciated over the building’s estimated useful life of 30 years. At the conclusion of the lease term, the Company will derecognize both the net book values of the asset and financing obligation. Land lease expense was $0.2 million for each of the three months ended September 30, 2018 and 2017 and $0.7 million for each of the nine months ended September 30, 2018 and 2017. Interest expense related to the Company’s build-to-suit lease was $0.9 million for each of the three months ended September 30, 2018 and 2017, and $2.6 million for each of the nine months ended September 30, 2018 and 2017. As of September 30, 2018, the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands):
In May 2018, the Company entered into a ten year operating lease for its office space in Cork, Ireland. The lease expires in 2028. Monthly rent payments, which are included in the table above, are due beginning in January 2019 and total $0.4 million per year. Letters of Credit The Company has issued letters of credit under lease and other agreements, which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets based on the term of the underlying agreements. As of September 30, 2018, the Company had an outstanding letter of credit for $1.0 million related to its leased office space in San Francisco, California. In connection with the Ticketfly acquisition, the Company acquired a lease for which there was a letter of credit for $0.8 million. This letter of credit was terminated and the related restricted cash became unrestricted in the nine months ended September 30, 2018 as the underlying lease was terminated. Creator Signing Fees and Creator Advances Creator signing fees and creator advances represent contractual amounts paid in advance to customers pursuant to event ticketing and payment processing agreements. Certain of the Company’s contracts include terms where future payments to creators are committed to as part of the overall ticketing arrangement. The following table presents, by year, the future creator payments committed to under contract but not yet paid as of September 30, 2018 (in thousands):
Litigation and Loss Contingencies The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. From time to time, the Company may become a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, and threatened claims, breach of contract claims, tax and other matters. The Company currently has no material pending litigation. The Company is currently under audit in certain domestic 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 $25.0 million and $28.9 million as of September 30, 2018 and December 31, 2017, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $3.0 million and $3.5 million as of September 30, 2018 and December 31, 2017, respectively. In June 2018, the Company publicly announced that a criminal was able to penetrate the Ticketfly website and steal certain consumer data, including names, email addresses, shipping addresses, billing addresses and phone numbers. For a short time, the Company disabled the Ticketfly platform to contain the risk of the cyber incident, which disabled ticket sales through Ticketfly during that period. Because of this incident, the Company has incurred costs related to responding to and remediating this incident and has suffered a loss of revenue for the period during which the Ticketfly platform was disabled. During the nine months ended September 30, 2018, the Company recorded an amount of $6.6 million for potential costs associated with this incident, of which $6.3 million was recorded as contra revenue and $0.3 million was recorded as an operating expense. This amount represents the Company’s best estimate of the total amount of creator accommodations to be made as a result of the incident. The Company also recorded $2.3 million and $3.6 million related to insurance proceeds to be received from the Ticketfly incident as a reduction in general and administrative expenses in the three and nine months ended September 30, 2018, respectively. Such proceeds are a partial reimbursement for accommodations to creators which are recorded as contra revenue. As of September 30, 2018, the Company had a remaining liability balance of $0.7 million related to future accommodation payments and a $2.0 million receivable for insurance proceeds. 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 In the ordinary course of business, the Company enters into contractual arrangements under which the Company agrees to provide indemnification of varying scope and terms to business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, intellectual property infringement claims made by third parties, and other liabilities relating to or arising from the Company’s online ticketing platform or the Company’s acts or omissions. In these circumstances, payment may be conditional on the other party making a claim pursuant to the procedures specified in the particular contract. Further, the Company’s obligations under these agreements may be limited in terms of time and/or amount, and in some instances, the Company may have recourse against third parties for certain payments. In addition, the Company has indemnification agreements with its directors and executive officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The terms of such obligations vary. |
Term Loans and Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Term Loans and Debt | Term Loans and Debt Term loans consisted of the following at the dates indicated (in thousands):
The Company entered into a loan and security agreement with, and issued warrants to purchase shares of redeemable convertible preferred stock to Western Technology Investments (WTI) in June 2017 (First WTI Loan Facility), which provided for a secured credit facility of up to $60.0 million of term debt. The First WTI Loan Facility contained customary events of default. In September 2017, the Company borrowed $30.0 million as a term loan under the facility with a maturity date of February 2022 which bore interest at 11.5% annually (effective interest rate of 15.9%). Monthly payments of interest were due for the first 24 months and equal monthly installments of principal and interest were due for 30 months thereafter. The loan could be prepaid at any time for an amount equal to the outstanding balance plus accrued interest, plus an amount equal to all scheduled but unpaid payments of interest that would have accrued and been payable through the maturity date. In March 2018, the Company borrowed an additional $30.0 million under the First WTI Loan Facility with a maturity date of September 2022, which bore interest at 11.75% annually (effective interest rate of 14.8%). Monthly payments of interest were due for the first 24 months and equal monthly installments of principal and interest were due for 30 months thereafter. In May 2018, the Company entered into a second loan and security agreement with WTI (Second WTI Loan Facility, and together with the First WTI Loan Facility, the WTI Loan Facilities) and issued additional warrants to purchase shares of Series G redeemable convertible preferred stock. The secured credit facility provided up to $15.0 million of term debt, which the Company borrowed in full as a term loan under the facility in May 2018. This debt bore interest at 12.0% annually (effective interest rate of 14.7%) and had a maturity date of November 2022. Monthly payments of interest were due for the first 24 months and equal monthly installments of principal and interest were due for 30 months thereafter. The WTI Loan Facilities were collateralized by substantially all of the Company's assets and intellectual property rights. The Second WTI Loan Facility included a contingent prepayment feature under which if the Company consummated a qualified public offering within the first 24 months of the term loan and the Company prepaid the term loan in conjunction with the qualified public offering, the Company would be required to prepay the outstanding contractual balance plus accrued interest within fifteen days of the consummation of a qualified public offering plus an additional amount equal to 50% of all interest that would have been incurred through the end of first 24 months of the loan. In connection with the Second WTI Loan Facility, the Company modified the terms of the First WTI Loan Facility so that the $30.0 million borrowed in March 2018 under the First WTI Loan Facility would be subject to the same contingent prepayment feature in the event of a qualified public offering that is included in the Second WTI Loan Facility. The Company determined that these contingent prepayment features under the WTI term loans are embedded derivative assets, requiring bifurcation and separate accounting. These embedded derivatives initially had a fair value of $2.1 million as determined in May 2018 and a fair value of $2.2 million as of June 30, 2018. Immediately prior to the Company's repayment of the WTI debt (discussed below), the fair value of the embedded derivatives was determined to be $4.3 million. During the three months ended September 30, 2018, the Company recorded the $2.1 million change in fair value of the term loan embedded derivatives in other income (expense) on the condensed consolidated statements of operations. In September 2018, five days after the completion of the IPO, the Company exercised its prepayment option and fully repaid all amounts outstanding under the WTI Loan Facilities. The Company made a total cash payment of $81.6 million, consisting of $74.2 million of contractual principal and $7.4 million in prepayment penalties. The carrying value of the WTI Loan Facilities at the time of retirement was $68.7 million. This is less than the contractual principal paid to retire the debt due to (i) the fair value of the redeemable convertible preferred stock warrants that were issued in connection with the WTI Loan Facilities, which was bifurcated and accounted for as a discount to the face value of the WTI debt; and (ii) the fair value of the term loan embedded derivative which was bifurcated and accounted for as a premium to the face value of the WTI debt. In connection with the retirement of the WTI Loan Facilities, the Company recorded a loss on debt extinguishment of $17.2 million in the three months ended September 30, 2018 and a net loss on debt extinguishment for the nine months ended September 30, 2018 of $0.2 million. Refer to Note 3 for discussion of the Company's gain on debt extinguishment recorded in connection with the retirement of the Promissory Note. As of September 30, 2018, there are no amounts outstanding under the WTI Loan Facilities and all underlying agreements have been terminated. In September 2018, the Company entered into a senior secured credit facility with a syndicate of banks consisting of $75.0 million aggregate principal amount of term loans (the New Term Loans) and a $75.0 million revolving credit facility (the New Revolving Credit Facility, and together with the New Term Loans, the New Credit Facilities). The New Term Loans were fully funded in September 2018 and the Company received cash proceeds of $73.6 million, net of arrangement fees of $1.1 million and upfront fees of $0.3 million. The Company has made no draw on the New Revolving Credit Facility as of September 30, 2018. The New Term Loans amortize at a rate of 7.5% per annum for the first two years of the New Credit Facilities, 10.0% per annum for the third and fourth years and the first three quarters of the fifth year of the New Credit Facilities, with the balance due at maturity. The New Term Loans and the New Revolving Credit Facility are each expected to mature on the fifth anniversary of the effectiveness of the New Credit Facilities. The New Revolving Credit Facility has a commitment fee, which currently accrues at 0.40% on the daily unused amount of the aggregate revolving commitments of the lenders. All outstanding amounts under the New Credit Facilities bear interest, at the Company's options, at (i) a reserve adjusted LIBO Rate plus a margin between 2.25% and 2.75% or (ii) a base rate plus a margin between 1.25% and 1.75%, in each case determined on a quarterly basis based on the Company's consolidated total leverage ratio. The initial annual rate for the New Term Loans is 4.74%. The New Credit Facilities contain customary conditions to borrowing, events of default, and covenants. Financial covenants include maintaining a (i) maximum consolidated total leverage ratio; (ii) minimum consolidated interest coverage ratio; and (iii) minimum liquidity ratio. These financial covenants will first be tested for the three months ending December 31, 2018. As of September 30, 2018, the contractual principal payments for the New Term Loans for the next five years are as follows (in thousands):
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Redeemable Convertible Preferred Stock Warrants |
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Equity [Abstract] | |||||||||||||||||||||||||||||
Redeemable Convertible Preferred Stock Warrants | Redeemable Convertible Preferred Stock Warrants In connection with the First WTI Loan Facility and the Second WTI Loan Facility discussed in Note 10, the Company issued warrants to WTI to purchase shares of our Series G redeemable convertible preferred stock. The preferred stock warrants became exercisable into 411,991 shares of Series G redeemable convertible preferred stock when the First WTI Loan Facility was executed in June 2017. In September 2017, the redeemable convertible preferred stock warrants became exercisable into an additional 205,995 shares of Series G redeemable convertible preferred stock when the Company borrowed $30.0 million under the First WTI Loan Facility. In March 2018, as a result of the Company borrowing the remaining $30.0 million under the First WTI Loan Facility, the Series G redeemable convertible preferred stock warrants became exercisable into an additional 205,995 shares of Series G redeemable convertible preferred stock. In May 2018, the Company issued additional warrants which were exercisable into 109,288 shares of Series G redeemable convertible preferred stock. The exercise price of all of the Series G redeemable convertible preferred stock warrants was $16.3836 per share and the redeemable convertible preferred stock warrants had an expiration date ten years from the date of issuance. In September 2018, in connection with our IPO, the redeemable convertible preferred stock warrants were automatically exercised into shares of Class B common stock and the related liability was reclassified to additional paid-in capital. Refer to Note 2 for discussion of the significant inputs used to determine the fair value of the redeemable convertible preferred stock warrants. The following represent the changes in the liability relating to the redeemable convertible preferred stock warrants from December 31, 2017 to September 30, 2018 (in thousands):
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Stockholders' Equity |
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Shareholders' Equity | Stockholders' Equity Redeemable Convertible Preferred Stock Immediately prior to the closing of the Company's IPO, 41,628,207 shares of outstanding redeemable convertible preferred stock converted into 42,188,624 shares of Class B common stock (including additional shares issuable upon conversion of our Series G redeemable convertible preferred stock based on the IPO price of $23.00 per share). Further, outstanding warrants to purchase 933,269 shares of our Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock based on the IPO price of $23.00 per share. Common Stock 2004 and 2010 Stock Option Plans In 2004, the board of directors and shareholders of the Company authorized and ratified the 2004 Stock Option Plan (2004 Plan), as amended. The 2004 Plan allows for the issuance of incentive stock options (ISOs), non-statutory stock options (NSOs) and stock purchase rights. The 2004 Plan states the maximum aggregate number of shares that may be subject to options or stock purchase rights and sold under the plan is 6,000,000 shares. In 2010, the board of directors and shareholders of the Company authorized and ratified the 2010 Stock Plan (2010 Plan), as amended. The 2010 Plan allows for the issuance of ISOs, NSOs and stock purchase rights. The 2010 Plan states the maximum aggregate number of shares that may be subject to options or stock purchase rights and sold under the plan is 29,963,761 shares. 2018 Stock Option and Incentive plan In August 2018, the 2018 Stock Option and Incentive Plan (2018 Plan) was adopted by the board of directors and approved by the shareholders and became effective in connection with the IPO. The 2018 Plan replaces the 2010 Plan as the board of directors has determined not to make additional awards under the 2010 Plan. The 2010 Plan will continue to govern outstanding equity awards granted thereunder. We have initially reserved 7.7 million shares of Class A common stock for the issuance of awards under the 2018 Plan. Under the 2018 Plan, the Company’s board of directors has authorized two classes of common stock, Class A and Class B. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. The Company’s common stock has no preferences or privileges and is not redeemable. Holders of Class A and Class B common stock are entitled to dividends, if and when declared, by the Company’s board of directors. The 2018 Plan allows for the granting of options, stock appreciation rights, restricted stock and RSUs, unrestricted stock awards, dividend equivalent rights and cash-based awards. As of September 30, 2018, there were 22,190,858 options issued and outstanding and 10,831,873 shares available for issuance under the 2004 Plan, 2010 Plan and 2018 Plan (collectively, the Plans). Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans may be granted at an exercise price per share not less than the fair value at the date of grant and are exercisable up to ten years. Stock option activity under the Plans is as follows:
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 their discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding. At September 30, 2018 and December 31, 2017, outstanding common stock included 67,436 and 103,133 shares, respectively, subject to repurchase related to stock options early exercised and unvested. The Company had a liability of $0.5 million and $0.8 million as of September 30, 2018 and December 31, 2017, respectively, related to early exercises of stock options. The liability is reclassified into stockholders’ equity as the awards vest. Stock-based Compensation Expense All stock-based awards to employees and members of the Company’s board of directors are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and records stock-based compensation expense for service-based equity awards using the straight-line attribution method. The following range of assumptions were used to estimate the fair value of stock options granted to employees:
The weighted-average fair value of stock options granted was $9.03 and $3.55 for the three months ended September 30, 2018 and 2017, respectively, and $8.14 and $3.58 for the nine months ended September 30, 2018 and 2017, respectively. As of September 30, 2018 and December 31, 2017, the total unrecognized stock-based compensation related to unvested options outstanding was $56.1 million and $23.7 million, respectively, to be recognized over a weighted-average period of 2.93 years and 2.68 years, respectively. Restricted Stock Units In 2011, the Company granted 802,900 shares of restricted stock units (RSUs) to one of its executive officers. The RSUs will fully vest upon the occurrence of a qualifying event, defined as a change of control or initial public offering of the Company under the Securities Act of 1933, as amended, within six years of the grant date. There is no time or service condition. On November 3, 2017, the Restricted Stock Unit Agreement was amended to modify the expiration date of November 9, 2017 to December 31, 2017. These RSUs expired on December 31, 2017 and on January 1, 2018, the Company granted RSUs with identical terms and conditions to the same executive officer with an expiration date of December 31, 2024. The Company completed its IPO in September 2018 and satisfied the performance condition. The Company recognized $6.9 million of stock-based compensation expense, based on the fair value of the award when it was granted, which is included in general and administrative expenses for the three and nine months ended September 30, 2018. In May 2018, the Company granted a total of 230,000 shares of RSUs. These RSUs have both a service and performance condition. The service condition is satisfied by continued employment with the Company and these shares will lapse over a period of four years. The performance condition is the occurrence of a qualifying event, defined as a change of control or initial public offering of the Company under the Securities Act of 1933, as amended, within 10 years of the grant date. The performance condition has been satisfied due to the IPO taking place in September 2018 and the Company began recognizing expense for these awards. As of September 30, 2018, the Company has recognized $0.2 million of stock-based compensation expense related to these RSUs, which is all recorded in the three months ended September 30, 2018. Restricted stock unit activity for the nine months ended September 30, 2018 is presented as follows:
Sales of the Company’s Stock In May 2018, employees and former employees of the Company sold an aggregate of 1.3 million shares of the Company’s common stock to entities affiliated with an existing investor at a purchase price of $13.12 per share, for an aggregate purchase price of $17.2 million. The purchase price was in excess of the fair value of such shares. As a result, during the nine months ended September 30, 2018, the Company recorded the excess of the purchase price above fair value of $2.2 million as compensation expense. |
Net Loss Per Share |
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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, less shares subject to repurchase. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):
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):
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Income Taxes Income Taxes |
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Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax benefit of $0.1 million and an income tax expense of $0.7 million for the three and nine months ended September 30, 2018, respectively, compared to income tax benefit of less than $0.1 million for each of the three and nine months ended September 30, 2017. The increase in the provision for income taxes was primarily attributable to tax amortization on indefinite-lived intangible assets acquired in the third quarter of 2017. The differences in the tax provision and benefit for the periods presented and the United States federal statutory rate is primarily due to foreign taxes in profitable jurisdictions and the recording of a full valuation allowance on our deferred tax assets and certain foreign losses which benefit from rates lower than the U.S. federal statutory rate. The Company applies the discrete method provided in ASC 740 to calculate its interim tax provision. Impact of the U.S. Tax Cuts and Jobs Act On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (Tax Act). The Tax Act makes broad and complex changes to the U.S. tax code, including, but not limited to, (1) reducing the U.S. federal corporate tax rate from 35 percent to 21 percent; (2) requiring companies to pay a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries; (3) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries; (4) requiring a current inclusion in U.S. federal taxable income of certain earnings of controlled foreign corporations; and (5) creating the base erosion anti-abuse tax (BEAT), a new minimum tax. In conjunction with the Tax Act, the SEC issued Staff Accounting Bulletin 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), that allows for the Company to record provisional amounts until a final assessment can be made within a period not to exceed one year from the date of enactment. As of December 31, 2017, in accordance with SAB 118, the Company made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax and recorded provisional amounts in the financial statements. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of the Tax Act and refining the associated calculations, which may impact the measurement of these balances or potentially give rise to new deferred tax amounts. The provisional amount recorded related to the remeasurement of the Company's deferred tax balance was $21.9 million, which was offset by the corresponding movement in valuation allowance. The one-time transition tax is based on the Company's accumulated foreign subsidiary earnings not previously subject to U.S. income tax. The Company did not record a provisional amount for transition tax because the accumulated foreign subsidiary earnings are in an overall deficit based on information currently available. With respect to the Global Intangible Low-Taxed Income (GILTI) provisions specifically, the 2017 Tax Act allows companies to make an accounting policy election to either (i) account for GILTI as a component of tax expense in the period in which the entity is subject to the rules or (ii) account for GILTI in the entity’s measurement of deferred taxes. The Company's selection of an accounting policy will depend, in part, on analyzing its global income to determine whether the Company expects to have future U.S. inclusions in taxable income related to GILTI and, if so, the impact that is expected. Whether the Company expects to have future U.S. inclusions in taxable income related to GILTI depends on a number of aspects of our estimated future results of global operations, and as a result, the Company is not yet able to make its accounting policy election. Therefore, the Company has not recorded any deferred tax effects related to GILTI in the nine months ended September 30, 2018. |
Geographic Information |
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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):
No individual country included in the International line above represents more than 10% of the total consolidated net revenue for any of the periods presented. Substantially all of the Company's long-lived assets are located in the United States. |
Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||||||||
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The accompanying unaudited condensed consolidated financial statements include the accounts of Eventbrite and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
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Basis of Consolidation | The condensed consolidated balance sheet as of December 31, 2017 included herein was derived from the audited financial statements as of that date. The unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the balance sheets, statements of operations, statements of redeemable convertible preferred stock and stockholders' equity (deficit) and the statements of cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year ended December 31, 2018 or any future period. The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2017, included in the Company's final prospectus dated September 19, 2018 filed with the SEC pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended, on September 20, 2018 (Prospectus). |
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Use of Estimates | In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of the redeemable convertible preferred stock warrant liability and term loan derivative liability, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, indirect tax reserves and contra revenue amounts related to fraudulent events, customer disputed transactions and refunds. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements. |
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Comprehensive Loss | For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the unaudited condensed consolidated financial statements. |
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Segment Information | The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company’s CEO reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Additionally, there are no segment managers or other individuals that are held accountable for results below the consolidated level. Accordingly, the Company has determined that it operates as a single reportable and operating segment. |
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Revenue Recognition and Cost of Revenue | Revenue primarily consists of service fees and payment-processing fees (Eventbrite fees) recognized at the time a ticket for an event is sold and processed. The Company’s customers are event creators who are selling tickets for events using the Company’s platform. The creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company’s fees, to the creators. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company’s fees. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company has the substantial risks and rewards of ownership under the terms of an arrangement. The Company determined the creator is the primary obligor in a ticketing transaction as the creator is responsible for providing the event for which a ticket is sold and is the party responsible for providing a refund if the event is canceled. The Company’s service provides a platform for the creator and event attendee to transact and to facilitate payment processing of that transaction. The amount that the Company earns for this service is fixed. For the payment processing service, the Company determined that it is the primary obligor because it is acting as the principal in providing the service and has latitude in setting the price of the service. Based on management’s assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. The Company’s revenue is derived from its service fees and payment processing fees and is recognized as tickets for an event are sold and processed since the Company believes that is when all the following conditions are met: • There is persuasive evidence of an arrangement; • The service has been provided to the creator; • The collection of the fees is reasonably assured; and • The amount of fees to be paid is fixed or determinable. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from these fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue. Cost of revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology, amortization of capitalized internal-use software development costs, field operations costs and allocated customer support costs. |
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Cash and Restricted Cash | Cash includes bank deposits held by financial institutions. Cash balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $278.3 million and $179.5 million as of September 30, 2018 and December 31, 2017, 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 condensed consolidated balance sheets. The Company has issued letters of credit under lease agreements which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets based on the term of the underlying lease. |
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Funds Receivable | Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. |
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Accounts Receivable, Net | Accounts receivable, net is comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. |
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Property, Plant and Equipment, Net | Property, plant and equipment, including assets acquired through capital leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property, plant and equipment are as follows:
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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 funds receivable, accounts receivable, accounts payable, other current liabilities and debt approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt, which is Level 2. There are no other Level 1 or Level 2 assets or liabilities recorded at September 30, 2018 and December 31, 2017. The Company measures the redeemable convertible preferred stock warrant liability (as discussed in Note 11) and term loan derivative asset (as discussed in Note 10) at fair value on a recurring basis and determined these are Level 3 financial assets and liabilities, respectively, in the fair value hierarchy. The fair value of the redeemable convertible preferred stock warrants was estimated using a hybrid between a probability-weighted expected return method (PWERM) and option pricing model (OPM), estimating the probability weighted value across multiple scenarios, while using an OPM to estimate the allocation of value within one or more of these scenarios. Under a PWERM, the value of the Company’s various equity securities was estimated based upon an analysis of future values for the Company assuming various future outcomes, including two IPO scenarios and two scenarios contemplating the continued operation of the Company as a privately held enterprise. Guideline public company multiples were used to value the Company under the IPO scenarios. The discounted cash flow method was used to value the Company under the staying private scenarios. Share value for each class of security was based upon the probability-weighted present value of expected future investment returns, considering each of these possible future outcomes, as well as the rights of each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the redeemable convertible preferred stock warrants include the timing of potential events (IPO) and their probability of occurring, the selection of guideline public company multiples, a discount for the lack of marketability of the preferred and common stock, the projected future cash flows, and the discount rate used to calculate the present-value of the estimated equity value allocated to each share class. The significant unobservable inputs into the valuation model used to estimate the fair value of the term loan derivative asset include the timing of potential events (primarily the IPO), probability of exercise and the discount rate used to calculate the present value of discounted cash flows. Generally, changes in the fair value of the underlying redeemable convertible preferred stock would result in a directionally similar impact to the fair value of the redeemable convertible preferred stock warrant liability. |
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Leases | The Company leases office space and certain computer equipment under noncancelable lease agreements which are accounted for as operating leases. Rent expense is recorded on a straight-line basis over the lease term. If a lease provides for fixed escalations of the minimum rental payments, the difference between the straight-line rent charged to expense and the amount payable under the lease is recognized as deferred rent. The Company considers the nature of renovations and the Company’s involvement during the construction period for leased office space to determine if it should be considered the owner of the construction project during the construction period. If the Company determines that it is the owner of the construction project, it is required to capitalize the fair value of the building as well as the construction costs incurred on its condensed consolidated balance sheet along with a corresponding liability (build-to-suit accounting). Upon occupancy for build-to-suit leases, the Company assesses whether the circumstances qualify for sales recognition under the sale-leaseback accounting guidance. If the lease meets the sale-leaseback criteria, the Company will remove the asset and related financial obligation from the consolidated balance sheet and treat the building lease as an operating lease. If upon completion of construction, the project does not meet the sale-leaseback criteria, the leased property will continue to be treated as a build-to-suit lease asset and financing obligation for financial reporting purposes. |
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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 condensed 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 condensed consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. |
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Business Combinations | The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired users, acquired technology, trade names from a market participant perspective, useful lives and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates. During the measurement period, which is one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. |
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Goodwill | Goodwill Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually on the first day of the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. Events or changes in circumstances which could trigger an impairment review include significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business, significant negative industry or economic trends, significant underperformance relative to historical or projected future results of operations, a significant adverse change in the business climate, an adverse action or assessment by a regulator, unanticipated competition or a loss of key personnel. The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform the first of a two-step impairment test. The first step involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired and no additional steps are necessary. If, however, the fair value of the reporting unit is less than book value, then a second step is required that compares the carrying amount of the goodwill with its implied fair value. The estimate of implied fair value of goodwill may require valuations of certain internally-generated and unrecognized intangible and tangible net assets. If the carrying amount of goodwill exceeds the implied fair value of the goodwill, an impairment loss is recognized in an amount equal to the excess. |
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Acquired Intangible Assets, Net | Acquired Intangible Assets, Net Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from the Company’s acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, determined to be straight-line. Acquired intangible assets are presented net of accumulated amortization in the consolidated balance sheet. The Company evaluates the recoverability of its intangible assets for potential impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of intangible assets is not recoverable, the carrying amount of such assets is reduced to the fair value. |
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Creator Signing Fees, Net and Deferred Offering Costs | Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized and offset against proceeds upon the consummation of the offerings within stockholders’ equity. 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 and allowances for potentially unrecoverable amounts on the condensed consolidated balance sheets. Amortization of creator signing fees is recorded as a reduction of revenue in the condensed consolidated statements of operations. |
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Creator Advances, Net | Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves and allowances for potentially unrecoverable amounts on the condensed consolidated balance sheets. |
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Impairment of Long-Lived Assets | The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, creator signing fees, creator advances and acquisition-related intangible assets, are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of assets to be held and used is measured by comparing the carrying amount of an asset to future undiscounted net cash flows the asset is expected to generate over its remaining life. If the asset is considered to be impaired, the amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. |
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Accounts Payable, Creators | Accounts payable, creators consists of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five business days subsequent to the completion of the related event. In certain situations, at the request of the creator, the Company may remit ticket sale proceeds in advance of the related event. |
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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. |
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Stock-Based Compensation Expense | Stock-based compensation expense to employees is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the 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. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. Compensation expense for nonemployee stock options is calculated using the Black-Scholes option pricing model and is recorded as the options vest. Options subject to vesting are revalued periodically over the service period, which is the same as the vesting period. |
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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 condensed consolidated financial statements. |
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Foreign Currency Remeasurement | The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are remeasured at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the condensed consolidated statements of operations. |
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Concentrations of Risk | Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash, funds receivable, accounts receivable, payments to creators and creator advance payouts. The Company holds its cash with high-credit-quality financial institutions; however, the Company maintains balances in excess of the FDIC insurance limits. The Company does not require their customers to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection. |
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Redeemable Convertible Preferred Stock Warrants | Freestanding warrants to purchase shares of redeemable convertible preferred stock are classified as liabilities on the condensed consolidated balance sheets at their estimated fair value because the underlying shares of redeemable convertible preferred stock are contingently redeemable and, therefore, may obligate the Company to transfer assets at some point in the future. Such warrants are recorded at fair value upon issuance and remeasured to fair value at each reporting period through the consolidated statements of operations. The Company adjusts the redeemable convertible preferred stock warrant liability for changes in estimated fair value until the earlier of the exercise or expiration or the completion of a sale of the Company or an IPO. Upon the completion of the Company's IPO in September 2018, all of the Company's outstanding warrants to purchase shares of redeemable convertible preferred stock were automatically exercised into shares of the Company’s Class B common stock. |
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Net Loss Per Share | The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net income (loss) per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
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Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements | The Company adopted ASU No. 2016-09, Compensation—Stock Compensation (Topic 718) beginning January 1, 2018. The Company has elected to continue to estimate expected forfeitures as awards are granted. Additionally, the Company will prospectively present excess tax benefits as an operating activity on the consolidated statement of cash flows. The Company recognized the previously unrecognized excess tax benefits using the modified retrospective transition method, which did not result in a cumulative-effect adjustment to the opening balance of accumulated deficit in 2018 given the Company’s valuation allowance position. Without the valuation allowance, the Company’s deferred tax assets would have increased by $3.5 million. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. This standard is effective for the annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This standard will apply to the Company’s reporting requirements in performing goodwill impairment testing, however, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business, which clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions or disposals of assets or businesses. This standard is effective for public business entities for annual periods beginning after December 15, 2017, including interim periods within those periods. For all other entities, this standard is effective for annual periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The impact to the Company’s consolidated financial statements will depend on the facts and circumstances of any specific future transactions. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) which requires lessees to put most leases on their balance sheets but recognize expenses on their income statement and eliminates the real estate-specific provisions for all entities. The guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company intends to adopt this standard beginning January 1, 2019 and is currently evaluating the effect that implementation of this standard will have on its consolidated financial statements upon adoption. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40), which will supersede nearly all existing revenue recognition guidance. The core principle behind this standard is that an entity should recognize revenue to depict the transfer of promised goods and services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for delivering those goods and services. To achieve this core principle, the ASU provides a model, which involves a five-step process that includes identifying the contract with the customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction prices to the performance obligations in the contract, and recognizing revenue when (or as) the entity satisfies the performance obligations. The standard also provides guidance on the recognition of costs related to obtaining customer contracts. This standard permits adoption either by using a full retrospective approach, in which all comparative periods are presented in accordance with the new standard, or a modified retrospective approach with the cumulative effect of initially applying the new standard recognized at the date of initial application and providing certain additional disclosures. For public business entities, this standard is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. Early application is permitted for annual periods beginning after December 15, 2016. The Company has elected to adopt this standard as of January 1, 2019 using the full retrospective approach and does not expect the adoption of this standard to have a material impact on its consolidated financial statements. |
Significant Accounting Policies (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Restricted Cash | The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):
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Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same amounts shown in the condensed consolidated statements of cash flows (in thousands):
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Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property, plant and equipment are as follows:
Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
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Acquisitions (Tables) |
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
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Finite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years):
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives as of the date of acquisition (in years):
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Pro Forma Information | The following unaudited pro forma information presents the combined results of operations as if the Ticketfly acquisition had been completed on January 1, 2016, the beginning of the comparable prior annual reporting period. The pro forma results include the adjustments for amortization associated with the acquired intangible assets, interest expense on new debt, stock-based compensation and the inclusion of $0.5 million of non-recurring acquisition costs. The pro forma results do not reflect any cost saving synergies from operating efficiencies of the effect of the incremental costs incurred in integrating the companies. Accordingly, these pro forma results are presented for informational purpose only and are not necessarily indicative of what the actual results of operations of the combined company would have been if the acquisition had occurred at the beginning of the period presented, nor are they indicative of future results of operations (in thousands):
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Goodwill and Acquired Intangible Assets, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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):
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Acquired Intangible Assets | Acquired intangible assets consisted of the following as of the dates indicated (in thousands):
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Amortization Expense Related to Acquired Intangible Assets | The Company recorded amortization expense related to acquired intangible assets as follows (in thousands):
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Total Expected Future Amortization Expense for Acquired Intangible Assets | As of September 30, 2018, the total expected future amortization expense for acquired intangible assets is as follows (in thousands):
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Accounts Receivable, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Accounts Receivable | The following table summarizes the Company’s accounts receivable balance (in thousands):
The following table summarizes the activity in creator advances (in thousands):
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Creator Signing Fees, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Revenue from Contract with Customer [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Creator Signing Fees, Net | The following table summarizes the activity in creator signing fees (in thousands):
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Creator Advances, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Activity in Creator Advances | The following table summarizes the Company’s accounts receivable balance (in thousands):
The following table summarizes the activity in creator advances (in thousands):
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Property, Plant and Equipment, Net (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment, Net | The estimated useful lives of the Company’s property, plant and equipment are as follows:
Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
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Capitalized Internal-Use Software Development Costs | The Company recorded the following amounts related to capitalized internal-use software development costs during the periods indicated (in thousands):
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Commitments and Contingencies (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Capital Leases | As of September 30, 2018, the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands):
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Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases | As of September 30, 2018, the future minimum lease payments and sublease rental payments under noncancelable leases are as follows (in thousands):
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Future Creator Payments Committed to under Contract but Not Yet Paid | The following table presents, by year, the future creator payments committed to under contract but not yet paid as of September 30, 2018 (in thousands):
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Term Loans and Debt (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||
Term Loans | Term loans consisted of the following at the dates indicated (in thousands):
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Contractual Principal Payments for the Next Five Years | As of September 30, 2018, the contractual principal payments for the New Term Loans for the next five years are as follows (in thousands):
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Redeemable Convertible Preferred Stock Warrants (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||
Changes in the Liability Relating to Redeemable Convertible Preferred Stock Warrants | The following represent the changes in the liability relating to the redeemable convertible preferred stock warrants from December 31, 2017 to September 30, 2018 (in thousands):
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Stockholders' Equity (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of stock option activity | Stock option activity under the Plans is as follows:
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Schedule of assumptions used to estimate fair value of stock options | The following range of assumptions were used to estimate the fair value of stock options granted to employees:
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Schedule of nonvested restricted stock unit | Restricted stock unit activity for the nine months ended September 30, 2018 is presented as follows:
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Net Loss Per Share (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):
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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):
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Geographic Information (Tables) |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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):
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Significant Accounting Policies - Schedule of Cash and Restricted Cash (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Jun. 30, 2018 |
Dec. 31, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Accounting Policies [Abstract] | ||||||
Cash | $ 509,730 | $ 188,986 | ||||
Restricted cash | 1,563 | 3,235 | ||||
Total cash and restricted cash | $ 511,293 | $ 261,269 | $ 192,221 | $ 259,573 | $ 188,934 | $ 143,538 |
Significant Accounting Policies - Useful Lives of Property, Plant and Equipment (Details) |
9 Months Ended |
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Sep. 30, 2018 | |
Building and improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Computers and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 1 year |
Computers and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Computer software | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Computer software | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 2 years |
Acquisitions - 2018 Acquisitions, Narrative (Details) - USD ($) shares in Thousands, $ in Millions |
1 Months Ended | 3 Months Ended | 9 Months Ended | |
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Aug. 31, 2018 |
Apr. 30, 2018 |
Sep. 30, 2018 |
Sep. 30, 2018 |
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Business Acquisition [Line Items] | ||||
Revenue of acquiree since acquisition date | $ 2.3 | |||
Picatic e-Tickets | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 2.9 | |||
Payments to acquire businesses | $ 1.3 | |||
Shares issued as consideration (in shares) | 81 | |||
Acquisition costs | $ 0.3 | 0.3 | ||
Ticketea S.L. | ||||
Business Acquisition [Line Items] | ||||
Consideration transferred | $ 11.5 | |||
Payments to acquire businesses | $ 3.6 | |||
Shares issued as consideration (in shares) | 700 | |||
Acquisition costs | $ 0.5 | |||
Number of shares held in escrow (in shares) | 100 | |||
Escrow period | 18 months |
Acquisitions - 2018 Acquisitions Asset Allocation (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Aug. 31, 2018 |
Apr. 30, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
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Business Acquisition [Line Items] | |||||
Goodwill | $ 170,727 | $ 158,766 | $ 9,725 | ||
Picatic e-Tickets | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 160 | ||||
Funds and accounts receivable | 10 | ||||
Creator advances | 0 | ||||
Prepaid expenses and other current assets | 87 | ||||
Property and equipment | 0 | ||||
Other noncurrent assets | 0 | ||||
Accounts payable, creators | 0 | ||||
Other current liabilities | (36) | ||||
Intangible assets | 507 | ||||
Goodwill | 2,219 | ||||
Total purchase price | $ 2,947 | ||||
Ticketea S.L. | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 17,852 | ||||
Funds and accounts receivable | 1,058 | ||||
Creator advances | 532 | ||||
Prepaid expenses and other current assets | 127 | ||||
Property and equipment | 42 | ||||
Other noncurrent assets | 28 | ||||
Accounts payable, creators | (19,671) | ||||
Other current liabilities | (628) | ||||
Intangible assets | 3,094 | ||||
Goodwill | 9,104 | ||||
Total purchase price | $ 11,538 |
Acquisitions - 2018 Acquired Intangible Assets (Details) - USD ($) $ in Thousands |
1 Months Ended | |
---|---|---|
Aug. 31, 2018 |
Apr. 30, 2018 |
|
Picatic e-Tickets | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 507 | |
Ticketea S.L. | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 3,094 | |
Customer relationships | Picatic e-Tickets | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 507 | |
Weighted- average remaining useful life (years) | 2 years 6 months | |
Customer relationships | Ticketea S.L. | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 2,475 | |
Weighted- average remaining useful life (years) | 5 years | |
Developed technology | Picatic e-Tickets | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 0 | |
Developed technology | Ticketea S.L. | ||
Business Acquisition [Line Items] | ||
Acquired intangible assets | $ 619 | |
Weighted- average remaining useful life (years) | 1 year |
Acquisitions - Pro Forma Information (Details) - Ticketfly $ in Thousands |
9 Months Ended |
---|---|
Sep. 30, 2017
USD ($)
| |
Business Acquisition [Line Items] | |
Net revenue | $ 172,401 |
Net loss | $ (180,878) |
Goodwill and Acquired Intangible Assets, Net - Changes in the Carrying Amounts of Goodwill (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Goodwill [Roll Forward] | ||
Balance | $ 158,766 | $ 9,725 |
Additions from acquisitions | 11,023 | 149,041 |
Measurement period and other adjustments | 938 | |
Balance | $ 170,727 | $ 158,766 |
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 5,898 | $ 2,562 | $ 17,268 | $ 4,341 |
Cost of net revenue | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 3,003 | 1,256 | 8,824 | 1,949 |
General and administrative | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 2,895 | $ 1,306 | $ 8,444 | $ 2,392 |
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
The remainder of 2018 | $ 5,900 | |
2019 | 10,825 | |
2020 | 10,443 | |
2021 | 10,197 | |
2022 | 8,202 | |
Thereafter | 20,306 | |
Acquired intangible assets, net | $ 65,873 | $ 79,541 |
Accounts Receivable, Net (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Receivables [Abstract] | ||
Accounts receivable, customers | $ 7,439 | $ 4,682 |
Allowance for doubtful accounts | (2,585) | (1,797) |
Accounts receivable, net | $ 4,854 | $ 2,885 |
Creator Signing Fees, Net (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
Revenue from Contract with Customer [Abstract] | |||||
Creator signing fees, amortization period | 3 years 4 months 24 days | 3 years 4 months 24 days | |||
Activity in creator signing fees: | |||||
Balance, beginning of period | $ 10,421 | $ 6,906 | $ 6,906 | ||
Creator signing fees paid | 11,719 | 8,552 | |||
Amortization of creator signing fees | $ (1,975) | $ (1,095) | (5,052) | $ (2,861) | (4,314) |
Write-offs and other adjustments | (1,146) | (723) | |||
Balance, end of period | 15,942 | 15,942 | 10,421 | ||
Creator signing fees, net | 6,271 | 6,271 | 4,235 | ||
Creator signing fees, noncurrent | $ 9,671 | $ 9,671 | $ 6,186 |
Creator Advances, Net (Details) - USD ($) $ in Thousands |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 20,076 | $ 7,583 |
Creator advances paid | 17,208 | 14,701 |
Creator advances recouped | (10,998) | (8,681) |
Write-offs and other adjustments | (2,368) | (2,094) |
Balance, end of period | 24,450 | 20,076 |
Ticketfly | ||
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Acquired with transaction | 0 | 8,567 |
Ticketea | ||
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Acquired with transaction | $ 532 | $ 0 |
Property, Plant and Equipment, Net (Details) - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 86,882 | $ 76,541 |
Less: Accumulated depreciation and amortization | (42,056) | (34,049) |
Property, plant and equipment, net | 44,826 | 42,492 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,277 | 33,277 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 33,751 | 27,392 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,660 | 3,206 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 11,654 | 9,716 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 4,540 | $ 2,950 |
Property, Plant and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Property, Plant and Equipment [Abstract] | ||||
Internal-use software development costs capitalized during the period | $ 1,751 | $ 1,545 | $ 6,442 | $ 5,143 |
Amortization of capitalized internal-use software | $ 1,603 | $ 1,342 | $ 4,650 | $ 3,864 |
Property, Plant and Equipment, Net - Narrative (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1.3 | $ 1.3 | $ 3.6 | $ 2.9 |
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.4 |
Commitments and Contingencies - Operating Leases and Build-to-Suit Lease (Details) $ in Millions |
1 Months Ended | 3 Months Ended | 9 Months Ended | |||
---|---|---|---|---|---|---|
Dec. 31, 2013
USD ($)
ft²
|
Sep. 30, 2018
USD ($)
|
Sep. 30, 2017
USD ($)
|
Sep. 30, 2018
USD ($)
|
Sep. 30, 2017
USD ($)
|
May 31, 2018 |
|
Commitments and Contingencies Disclosure [Abstract] | ||||||
Rent expense from operating leases | $ 0.9 | $ 0.9 | $ 2.5 | $ 2.1 | ||
Sublease income | 1.0 | 0.7 | 2.5 | 2.3 | ||
Area of office space (in square feet) | ft² | 97,624 | |||||
Capital Leased Assets [Line Items] | ||||||
Initial built-to-suit lease term | 7 years | |||||
Renewal term | 3 years | |||||
Tenant improvement reimbursement allowance | $ 6.4 | |||||
Capital lease asset | $ 22.3 | |||||
Land lease expense | 0.2 | 0.2 | 0.7 | 0.7 | ||
Interest expense related to build-to-suit lease | 0.9 | $ 0.9 | $ 2.6 | $ 2.6 | ||
Building | ||||||
Capital Leased Assets [Line Items] | ||||||
Estimated useful life | 30 years | |||||
Property Subject To Operating Lease - Cork, Ireland | ||||||
Capital Leased Assets [Line Items] | ||||||
Operating lease term | 10 years | |||||
Increase in annual operating lease obligations | $ 0.4 | $ 0.4 |
Commitments and Contingencies - Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases (Details) $ in Thousands |
Sep. 30, 2018
USD ($)
|
---|---|
Build-to-Suit Lease | |
Remainder of 2018 | $ 1,373 |
2019 | 5,604 |
2020 | 5,772 |
2021 | 1,943 |
2022 | 0 |
Thereafter | 0 |
Total minimum lease payments | 14,692 |
Less: Amount representing interest and taxes | (8,411) |
Total present value of minimum lease payments | 6,281 |
Operating Leases | |
Remainder of 2018 | 599 |
2019 | 2,558 |
2020 | 2,404 |
2021 | 1,915 |
2022 | 1,717 |
Thereafter | 5,439 |
Total present value of minimum lease payments | 14,632 |
Sublease Income | |
Remainder of 2018 | (1,001) |
2019 | (4,003) |
2020 | (4,003) |
2021 | (1,167) |
2022 | 0 |
Thereafter | 0 |
Total present value of minimum lease payments | (10,174) |
Total | |
Remainder of 2018 | 971 |
2019 | 4,159 |
2020 | 4,173 |
2021 | 2,691 |
2022 | 1,717 |
Thereafter | 5,439 |
Total minimum lease payments | 19,150 |
Less: Amount representing interest and taxes | (8,411) |
Total present value of minimum lease payments | $ 10,739 |
Commitments and Contingencies - Letters of Credit (Details) $ in Millions |
Sep. 30, 2018
USD ($)
|
---|---|
San Francisco Office Space Leases | |
Line of Credit Facility [Line Items] | |
Collateralizing letter of credit amount | $ 1.0 |
Collaterallizing Letter Of Credit | Ticketfly, LLC | |
Line of Credit Facility [Line Items] | |
Collateralizing letter of credit amount | $ 0.8 |
Commitments and Contingencies - Future Creator Payments Committed to under Contract but Not Yet Paid (Details) - Future Creator Payments $ in Thousands |
Sep. 30, 2018
USD ($)
|
---|---|
Other Commitments [Line Items] | |
Remainder of 2018 | $ 6,104 |
2019 | 6,764 |
2020 | 3,191 |
2021 | 298 |
2022 | 19 |
Thereafter | 0 |
Total | $ 16,376 |
Commitments and Contingencies - Litigation and Loss Contingencies (Details) - USD ($) $ in Millions |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2018 |
Dec. 31, 2017 |
|
Loss Contingencies [Line Items] | |||
Loss contingency accrual | $ 25.0 | $ 25.0 | $ 28.9 |
Estimate of possible loss attributable to potential interest and penalties | 3.0 | 3.0 | $ 3.5 |
Ticketfly Customer Data Breach | |||
Loss Contingencies [Line Items] | |||
Loss contingency accrual | 0.7 | 0.7 | |
Potential costs associated with incident | 6.6 | ||
Insurance proceeds | 2.3 | 3.6 | |
Receivable for insurance proceeds | $ 2.0 | 2.0 | |
Ticketfly Customer Data Breach | Contra Revenue | |||
Loss Contingencies [Line Items] | |||
Potential costs associated with incident | 6.3 | ||
Ticketfly Customer Data Breach | Operating Expenses | |||
Loss Contingencies [Line Items] | |||
Potential costs associated with incident | $ 0.3 |
Term Loans and Debt - Term Loans (Details) - Line of Credit - Term Loan - USD ($) $ in Thousands |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 75,000 | $ 29,704 |
Less: Unamortized discount and debt issuance costs | (908) | (3,035) |
Total term loan, net | $ 74,092 | $ 26,669 |
Term Loans and Debt - Contractual Principal Payments for the Next Five Years (Details) - Term Loan - Senior Secured Credit Facility $ in Thousands |
Sep. 30, 2018
USD ($)
|
---|---|
Debt Instrument [Line Items] | |
2018 | $ 1,406 |
2019 | 5,625 |
2020 | 6,094 |
2021 | 7,500 |
2022 | 7,500 |
2023 | 46,875 |
Total term loan, net | $ 75,000 |
Redeemable Convertible Preferred Stock Warrants - Changes in the Liability Relating to Redeemable Convertible Preferred Stock Warrants (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Changes in the liability relating to redeemable convertible preferred stock warrants: | ||||
Balance | $ 7,271 | |||
Issuances | $ 0 | $ 2,039 | 4,603 | $ 5,071 |
Change in fair value | 3,520 | $ 1,404 | 9,591 | $ 1,404 |
Automatic conversion in connection with initial public offering | (21,465) | |||
Balance | $ 0 | $ 0 |
Stockholders' Equity - Common Stock Subject to Repurchase (Details) - USD ($) $ in Millions |
Sep. 30, 2018 |
Dec. 31, 2017 |
---|---|---|
Equity [Abstract] | ||
Common stock subject to repurchase related to stock options (in shares) | 67,436 | 103,133 |
Liability related to early exercises of stock options | $ 0.5 | $ 0.8 |
Stockholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ / shares in Units, $ in Millions |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average fair value of stock options granted (in dollars per share) | $ 9.03 | $ 3.55 | $ 8.14 | $ 3.58 | |
Compensation expense not yet recognized | $ 56.1 | $ 56.1 | $ 23.7 | ||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 11 months 4 days | 2 years 8 months 5 days |
Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
---|---|---|---|---|
May 31, 2018 |
Sep. 30, 2018 |
Sep. 30, 2018 |
Dec. 31, 2011 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awarded (in shares) | 230,000 | |||
January 1, 2011 - December 31, 2011 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awarded (in shares) | 802,900 | |||
Vesting period | 6 years | |||
Stock-based compensation expense | $ 6.9 | $ 6.9 | ||
May 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Awarded (in shares) | 230,000 | |||
Stock-based compensation expense | $ 0.2 | |||
Service period | 4 years |
Stockholders' Equity - Restricted Stock Unit Activity (Details) - Restricted Stock Units |
9 Months Ended |
---|---|
Sep. 30, 2018
$ / shares
shares
| |
Outstanding RSUs | |
Balance at December 31, 2017 (in shares) | 802,900 |
Vested (in shares) | (802,900) |
Awarded (in shares) | 230,000 |
Balance at September 30, 2018 (in shares) | 230,000 |
Weighted-average grant date fair value per share | |
Balance at December 31, 2017 (in usd per share) | $ / shares | $ 8.65 |
Awarded (in usd per share) | $ / shares | 11.78 |
Balance at September 30, 2018 (in usd per share) | $ / shares | $ 11.78 |
Stockholders' Equity - Assumptions Used to Estimate the Fair Value of Stock Options (Details) - Stock Options |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected term | 6 years 29 days | 6 years 29 days | ||
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 46.70% | 46.70% | 54.20% | |
Risk-free interest rate | 2.83% | 1.93% | 2.25% | 1.88% |
Expected term | 6 years 7 days | 6 years 7 days | ||
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 47.10% | 54.20% | 52.90% | 57.10% |
Risk-free interest rate | 2.92% | 1.94% | 2.92% | 2.26% |
Expected term | 6 years 29 days | 6 years 29 days |
Stockholders' Equity - Sales of the Company's Stock (Details) $ / shares in Units, shares in Millions, $ in Millions |
1 Months Ended |
---|---|
May 31, 2018
USD ($)
$ / shares
shares
| |
Sale of the Company's Common Stock to Entities Affiliated with Existing Investor | |
Class of Stock [Line Items] | |
Common stock sold by employees and former employees (in shares) | shares | 1.3 |
Share price of stock sold by employees (in dollars per shares) | $ / shares | $ 13.12 |
Aggregate purchase price | $ 17.2 |
Stock Compensation Plan | |
Class of Stock [Line Items] | |
Excess of purchase price over fair value recognized as compensation expense | $ 2.2 |
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Earnings Per Share [Abstract] | ||||
Net loss | $ (35,516) | $ (11,857) | $ (51,096) | $ (20,203) |
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) | 28,736 | 19,523 | 23,799 | 19,150 |
Net loss per share, basic and diluted (in dollars per share) | $ (1.24) | $ (0.61) | $ (2.15) | $ (1.05) |
Income Taxes (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
Dec. 31, 2017 |
|
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ 117 | $ 40 | $ (683) | $ 95 | |
Provisional amount recorded related to the remeasurement of deferred taxes | $ 21,900 |
Geographic Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2018 |
Sep. 30, 2017 |
Sep. 30, 2018 |
Sep. 30, 2017 |
|
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 73,628 | $ 50,749 | $ 215,696 | $ 138,902 |
United States | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 53,726 | 34,744 | 156,776 | 96,036 |
International | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 19,902 | $ 16,005 | $ 58,920 | $ 42,866 |
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