EVENTBRITE, INC., 10-K filed on 3/2/2020
Annual Report
v3.19.3.a.u2
Cover Page - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Feb. 15, 2020
Jun. 28, 2019
Document Information [Line Items]      
Document Type 10-K    
Document Fiscal Period Focus FY    
Document Annual Report true    
Document Period End Date Dec. 31, 2019    
Document Transition Report false    
Amendment Flag false    
Document Fiscal Year Focus 2019    
Current Fiscal Year End Date --12-31    
Entity File Number 001-38658    
Entity Registrant Name EVENTBRITE, INC.    
Entity Central Index Key 0001475115    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 14-1888467    
Entity Address, Address Line One 155 5th Street, 7th Floor    
Entity Address, City or Town San Francisco    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94103    
City Area Code 415    
Local Phone Number 692-7779    
Title of 12(b) Security Class A Common Stock, $0.00001 par value per share    
Trading Symbol EB    
Security Exchange Name NYSE    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 773.8
Documents Incorporated by Reference Part III of this report incorporates information by reference from the definitive Proxy Statement to be filed within 120 days after the end of the registrant's fiscal year ended December 31, 2019.    
Class A Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   62,678,001  
Class B Common Stock      
Document Information [Line Items]      
Entity Common Stock, Shares Outstanding   23,666,083  
v3.19.3.a.u2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current assets    
Cash and cash equivalents $ 420,712 $ 437,892
Funds receivable 54,896 58,697
Accounts receivable, net 2,932 4,069
Creator signing fees, net 9,597 7,324
Creator advances, net 22,282 21,255
Prepaid expenses and other current assets 14,157 16,467
Total current assets 524,576 545,704
Property, plant and equipment, net 19,735  
Property, plant and equipment, net   44,219
Operating lease right-of-use assets 22,160  
Goodwill 170,560 170,560
Acquired intangible assets, net 49,158 59,973
Restricted cash 2,228 1,508
Creator signing fees, noncurrent 16,710 9,681
Creator advances, noncurrent 922 1,887
Other assets 1,966 3,352
Total assets 808,015 836,884
Current liabilities    
Accounts payable, creators 308,371 272,201
Accounts payable, trade 1,870 1,028
Accrued compensation and benefits 6,347 5,586
Accrued taxes 5,409 8,028
Operating lease liabilities 9,115  
Current portion of term loans 0 5,635
Other accrued liabilities 19,196 15,726
Total current liabilities 350,308 308,204
Build-to-suit lease financing obligation   28,510
Accrued taxes, noncurrent 15,173 15,691
Operating lease liabilities, noncurrent 16,162  
Term loans 0 67,087
Other liabilities 557 2,170
Total liabilities 382,200 421,662
Commitments and contingencies (Note 11)
Stockholders’ equity    
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2019 or 2018 0 0
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 85,718,860 shares issued and outstanding as of December 31, 2019; 1,100,000,000 shares authorized, 78,546,874 shares issued and 78,358,394 shares outstanding as of December 31, 2018 1 0
Treasury stock at cost; no shares as of December 31, 2019 and 188,480 shares as of December 31, 2018 0 (488)
Additional paid-in capital 798,640 718,405
Accumulated deficit (372,826) (302,695)
Total stockholders’ equity 425,815 415,222
Total liabilities and stockholders’ equity $ 808,015 $ 836,884
v3.19.3.a.u2
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2019
Dec. 31, 2018
Statement of Financial Position [Abstract]    
Preferred stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Preferred stock, shares authorized (in shares) 100,000,000 100,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.00001 $ 0.00001
Common stock, shares authorized (in shares) 1,100,000,000 1,100,000,000
Common stock, shares issued (in shares) 85,718,860 78,546,874
Common stock, shares outstanding (in shares) 85,718,860 78,358,394
Treasury stock (in shares) 0 188,480
v3.19.3.a.u2
Consolidated Statements of Operations - USD ($)
shares in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Net revenue $ 326,801,000 $ 291,611,000 $ 201,597,000
Cost of net revenue [1] 129,141,000 120,653,000 81,667,000
Gross profit 197,660,000 170,958,000 119,930,000
Operating expenses:      
Product development [1] 64,196,000 46,071,000 30,608,000
Sales, marketing and support [1] 102,874,000 83,428,000 59,740,000
General and administrative [1] 100,541,000 80,134,000 62,989,000
Total operating expenses [1] 267,611,000 209,633,000 153,337,000
Loss from operations (69,951,000) (38,675,000) (33,407,000)
Interest expense (2,986,000) (11,295,000) (6,462,000)
Change in fair value of redeemable convertible preferred stock warrant liability 0 (9,591,000) (2,200,000)
Loss on debt extinguishment (1,742,000) (178,000) 0
Other income (expense), net 5,727,000 (3,189,000) 3,509,000
Loss before income taxes (68,952,000) (62,928,000) (38,560,000)
Income tax provision (benefit) (192,000) 1,150,000 (13,000)
Net loss $ (68,760,000) $ (64,078,000) $ (38,547,000)
Net loss per share, basic and diluted (in dollars per share) $ (0.84) $ (1.71) $ (1.98)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) 81,979 37,540 19,500
Cost of net revenue      
Operating expenses:      
Stock-based compensation expense $ 1,397,000 $ 429,000 $ 200,000
Product development      
Operating expenses:      
Stock-based compensation expense 11,130,000 5,813,000 2,411,000
Sales, marketing and support      
Operating expenses:      
Stock-based compensation expense 5,471,000 3,570,000 2,364,000
General and administrative      
Operating expenses:      
Stock-based compensation expense $ 19,596,000 $ 20,419,000 $ 5,883,000
[1]
(1) Includes stock-based compensation as follows (in thousands):
Year Ended December 31,
201920182017
Cost of net revenue$1,397  $429  $200  
Product development11,130  5,813  2,411  
Sales, marketing and support5,471  3,570  2,364  
General and administrative19,596  20,419  5,883  
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Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Conversion of Redeemable Convertible Preferred Stock
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Treasury Stock
Additional Paid-In Capital
Accumulated Deficit
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2016   33,446,250          
Redeemable convertible preferred stock, balance at Dec. 31, 2016   $ 200,082          
Increase (Decrease) in Redeemable Convertible Preferred Stock [Roll Forward]              
Issuance of Series G redeemable convertible preferred stock (in shares) 8,181,957            
Issuance of Series G redeemable convertible preferred stock (in shares) $ 133,936            
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2017   41,628,207          
Redeemable convertible preferred stock, balance at Dec. 31, 2017   $ 334,018          
Balance (in shares) at Dec. 31, 2016     0 16,693,380 (188,480)    
Balance at Dec. 31, 2016 (149,084)   $ 0 $ 0 $ (488) $ 51,474 $ (200,070)
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon exercise of stock options (in shares)       1,401,872      
Issuance of common stock upon exercise of stock options 1,767         1,767  
Issuance of common stock in acquisitions (in shares)       2,678,189      
Issuance of common stock, acquisitions 18,243         18,243  
Vesting of early exercised stock options 366         366  
Stock-based compensation 11,441         11,441  
Net loss (38,547)           (38,547)
Balance (in shares) at Dec. 31, 2017     0 20,773,441 (188,480)    
Balance at Dec. 31, 2017 $ (155,814)   $ 0 $ 0 $ (488) 83,291 (238,617)
Increase (Decrease) in Redeemable Convertible Preferred Stock [Roll Forward]              
Automatic conversion of warrants in connection with initial public offering (in shares)   (41,628,207)          
Automatic conversion of warrants in connection with initial public offering   $ (334,018)          
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2018   0          
Redeemable convertible preferred stock, balance at Dec. 31, 2018   $ 0          
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon exercise of stock options (in shares) 1,727,899     1,727,899      
Issuance of common stock upon exercise of stock options $ 8,108         8,108  
Issuance of common stock in acquisitions (in shares)       757,218      
Issuance of common stock, acquisitions 8,832         8,832  
Issuance of common stock for settlement of RSUs (in shares)       802,900      
Issuance of common stock for settlement of RSUs 0            
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions (in shares)     11,500,000        
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions 245,985         245,985  
Conversion of convertible stock (in shares)       42,188,624      
Conversion of convertible stock 334,018         334,018  
Automatic conversion of warrants in connection with initial public offering (in shares)       997,193      
Automatic conversion of warrants in connection with initial public offering 21,465         21,465  
Costs related to initial public offering (5,450)         (5,450)  
Issuance of restricted stock awards (in shares)     2,993        
Issuance of restricted stock awards 0            
Shares withheld related to net share settlement (in shares)       (391,874)      
Shares withheld related to net share settlement (9,013)         (9,013)  
Vesting of early exercised stock options 366         366  
Stock-based compensation 30,803         30,803  
Net loss (64,078)           (64,078)
Balance (in shares) at Dec. 31, 2018     11,502,993 66,855,401 (188,480)    
Balance at Dec. 31, 2018 $ 415,222   $ 0 $ 0 $ (488) 718,405 (302,695)
Redeemable convertible preferred stock, balance (in shares) at Dec. 31, 2019   0          
Redeemable convertible preferred stock, balance at Dec. 31, 2019   $ 0          
Increase (Decrease) in Stockholders' Equity [Roll Forward]              
Issuance of common stock upon exercise of stock options (in shares) 6,465,360   6,209,953 255,407      
Issuance of common stock upon exercise of stock options $ 40,669         40,669  
Issuance of common stock for settlement of RSUs (in shares)     353,407        
Issuance of common stock for settlement of RSUs 0            
Issuance common stock for ESPP Purchase (in shares)     271,294        
Issuance of common stock for ESPP Purchase 3,631         3,631  
Conversion of convertible stock (in shares)     43,255,565 (43,255,565)      
Conversion of convertible stock 0   $ 1     (1)  
Issuance of restricted stock awards (in shares)     394,558        
Issuance of restricted stock awards 0            
Shares withheld related to net share settlement (in shares)     (124,153)        
Shares withheld related to net share settlement (2,821)         (2,821)  
Retirement of treasury shares (in shares)         188,480    
Retirement of treasury shares 0       $ 488 (488)  
Vesting of early exercised stock options 367         367  
Stock-based compensation 38,878         38,878  
Net loss (68,760)           (68,760)
Balance (in shares) at Dec. 31, 2019     61,863,617 23,855,243 0    
Balance at Dec. 31, 2019 $ 425,815   $ 1 $ 0 $ 0 $ 798,640 $ (372,826)
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Statement of Shareholders' Equity (Parenthetical)
$ in Thousands
12 Months Ended
Dec. 31, 2017
USD ($)
$ / shares
Issuance of redeemable convertible preferred stock, price per share (in dollars per share) | $ / shares $ 16.3836
Issuance of redeemable convertible preferred stock, issuance costs $ 0
Redeemable Convertible Preferred Stock  
Issuance of redeemable convertible preferred stock, issuance costs $ 100
v3.19.3.a.u2
Consolidated Statements of Cash Flows - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities      
Net loss $ (68,760,000) $ (64,078,000) $ (38,547,000)
Adjustments to reconcile net loss to net cash provided by operating activities:      
Depreciation and amortization 24,324,000 34,608,000 19,418,000
Amortization of creator signing fees 10,858,000 7,086,000 4,314,000
Noncash operating lease expense 8,246,000    
Accretion of term loan 326,000 1,718,000 752,000
Loss on debt extinguishment 1,742,000 178,000 0
Change in fair value of redeemable convertible preferred stock warrant liability 0 9,591,000 2,200,000
Change in fair value of term loan embedded derivatives 0 (2,119,000) 0
Stock-based compensation 37,594,000 30,231,000 10,858,000
Impairment charges 5,671,000 3,425,000 2,715,000
Provision for bad debt and creator advances 2,433,000 2,742,000 921,000
Loss on disposal of equipment 73,000 99,000 1,271,000
Deferred income taxes (380,000) 103,000 (400,000)
Excess tax benefit from stock-based compensation awards 0 0 (2,258,000)
Changes in operating assets and liabilities, net of impact of acquisitions:      
Accounts receivable (288,000) (2,092,000) (775,000)
Funds receivable 3,801,000 (6,810,000) (18,148,000)
Creator signing fees, net (21,216,000) (15,973,000) (8,600,000)
Creator advances, net (5,685,000) (5,308,000) (5,782,000)
Prepaid expenses and other current assets 1,690,000 (5,594,000) (4,347,000)
Other assets 201,000 (1,643,000) 668,000
Accounts payable, creators 36,170,000 24,523,000 52,836,000
Accounts payable, trade 670,000 (507,000) 386,000
Accrued compensation and benefits 761,000 1,791,000 (333,000)
Accrued taxes (2,619,000) 5,039,000 3,640,000
Operating lease liabilities (9,146,000)    
Other accrued liabilities 2,224,000 4,256,000 693,000
Accrued taxes, noncurrent (137,000) (14,458,000) 7,027,000
Other liabilities 105,000 354,000 1,312,000
Net cash provided by operating activities 28,658,000 7,162,000 29,821,000
Cash flows from investing activities      
Purchases of property and equipment (5,888,000) (5,418,000) (2,536,000)
Capitalized internal-use software development costs (7,710,000) (7,232,000) (6,142,000)
Acquisitions, net of cash acquired 0 12,611,000 (131,974,000)
Net cash used in investing activities (13,598,000) (39,000) (140,652,000)
Cash flows from financing activities      
Proceeds from initial public offering, net of underwriters' discounts and offering costs, net of reimbursements 0 240,965,000 0
Proceeds from issuance of common stock under ESPP 3,631,000 0 0
Proceeds from exercise of stock options 40,669,000 8,108,000 1,767,000
Excess tax benefit from stock-based compensation awards 0 0 2,258,000
Taxes paid related to net share settlement of equity awards (1,066,000) (9,013,000) 0
Proceeds from issuance of redeemable convertible preferred stock, net 0 0 133,936,000
Proceeds from term loans 0 118,578,000 30,000,000
Principal payments on debt obligations (73,594,000) (111,071,000) (7,788,000)
Prepayment penalties on debt extinguishment 0 (6,803,000) 0
Payment of debt issuance costs (457,000) 0 0
Payments on finance lease obligations (290,000)    
Payments on finance lease obligations   (78,000) (249,000)
Payments on build-to-suit lease financing obligation 0 (630,000) (410,000)
Payments of deferred offering costs (413,000) 0 0
Net cash provided by (used in) financing activities (31,520,000) 240,056,000 159,514,000
Net increase (decrease) in cash, cash equivalents and restricted cash (16,460,000) 247,179,000 48,683,000
Net increase (decrease) in cash, cash equivalents and restricted cash      
Beginning of period 439,400,000 192,221,000 143,538,000
End of period 422,940,000 439,400,000 192,221,000
Supplemental cash flow data      
Interest paid 10,657,000 7,588,000 868,000
Income taxes paid, net of refunds 1,096,000 202,000 144,000
Noncash investing and financing activities      
Vesting of early exercised stock options 367,000 366,000 366,000
Issued shares of common stock for acquisitions 0 8,832,000 18,243,000
Promissory notes issued in connection with acquisitions 0 0 57,500,000
Conversion of redeemable convertible preferred stock in connection with initial public offering 0 21,465,000 0
Issuance of redeemable convertible preferred stock warrants in connection with the loan facilities and term loan 0 4,603,000 5,071,000
Deferred offering costs included in accounts payable, trade and other accrued liabilities 0 430,000 0
Purchases of property and equipment, accrued but unpaid 436,000 $ 0 $ 0
Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 3,704,000    
v3.19.3.a.u2
Overview and Basis of Presentation
12 Months Ended
Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Overview and Basis of Presentation Overview and Basis of Presentation
Description of Business
Eventbrite, Inc. (Eventbrite or the Company) has built a powerful, broad technology platform to enable creators to solve the challenges associated with creating live experiences. The Company’s platform integrates components needed to seamlessly plan, promote and produce live events, thereby allowing creators to reduce friction and costs, increase reach and drive ticket sales.
Initial Public Offering
In September 2018, the Company completed its initial public offering (IPO) in which the Company issued and sold 11,500,000 shares of Class A common stock at a public offering price of $23.00 per share, which included 1,500,000 shares sold pursuant to the exercise by the underwriters' option to purchase additional shares. The Company received aggregate net proceeds of $246.0 million from the IPO, net of underwriter discounts and commissions, before deducting offering costs of $5.5 million, net of reimbursements.
Immediately prior to the closing of the IPO, (i) all shares of common stock then outstanding were reclassified as Class B Common Stock, (ii) 41,628,207 shares of redeemable convertible preferred stock outstanding converted into 42,188,624 shares of Class B common stock (including additional shares issued upon conversion of the Series G redeemable convertible preferred stock based on the IPO price of $23.00 per share) and (iii) warrants to purchase 933,269 shares of the Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock. See Note 12 and Note 13 for additional details.
Basis of Presentation
The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated.
Prior Period Reclassification
Beginning in the first quarter of 2019, the Company classified the amortization of acquired customer relationship intangible assets and certain other costs as sales, marketing and support expenses. Previously, these expenses were classified as general and administrative expenses. The Company has reclassified $13.6 million and $4.6 million of expenses for the years ended December 31, 2018 and 2017, respectively, to make the presentation consistent with the current year. There was no change to total operating expenses, loss from operations, loss before income taxes or net loss for the years ended December 31, 2018 or 2017 as a result of these reclassifications.
Use of Estimates
In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, determining the fair value of the Company's common stock and redeemable convertible preferred stock warrant liability prior to the IPO, fair value of the 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.
SEC Filer and Emerging Growth Company Status
The Company became a large accelerated filer on December 31, 2019, based on the market value of the Company's Class A common stock held by non-affiliates as of the last day of the second quarter. Prior to that, the Company was an emerging growth company (EGC) as defined in the Jumpstart Our Business Startups Act (JOBS Act). Being an EGC allowed 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 had elected to use this extended transition period under the JOBS Act.
The Company lost the ability to delay adoption of new or revised accounting pronouncements when it ceased to be an EGC and became a large accelerated filer as of December 31, 2019. As a result, the financial statements included in this Annual Report on Form 10-K reflect the adoption of new accounting standards effective for calendar year end public companies, including the adoption of ASU 2016-02, Leases (Topic 842) (ASC 842). The Company previously filed its 2019 quarterly interim financial statements on Form 10-Q accounting for its leases under ASC 840, Leases (ASC 840), and has recast its previously reported 2019 interim financial information to be reported under ASC 842 in this Annual Report on Form 10-K. Refer to the section titled Recently Adopted Accounting Pronouncements below for more information.
Comprehensive Loss
For all periods presented, comprehensive loss equaled net loss. Therefore, the consolidated statements of comprehensive loss have been omitted from the consolidated financial statements.
Segment Information
The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reporting unit.
v3.19.3.a.u2
Significant Accounting Policies
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Significant Accounting Policies Significant Accounting Policies
Recently Adopted Accounting Pronouncements
The Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business beginning January 1, 2019. This standard 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. The adoption of this standard had no material impact on the Company's consolidated financial statements.
In May 2014, and in subsequent updates, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC 606), which supersedes revenue recognition guidance under ASC Topic 605. ASC 606 establishes a five-step revenue recognition process in which an entity will recognize revenue when or as it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC 606 was effective for and adopted by the Company beginning January 1, 2019. The Company applied the modified retrospective approach to contracts which were not completed as of the adoption date.
The adoption of ASC 606 primarily had the following impact on the Company's financial statements:
Beginning January 1, 2019, the Company recognizes revenue allocated to its customer service and account management performance obligations over time as the Company has a stand-ready obligation to provide these services to certain customers. The Company recorded a cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019 of $0.6 million and a corresponding increase to contract liabilities, included within other accrued liabilities on the consolidated balance sheet. The Company recognized this $0.6 million during the year ended December 31, 2019 and has a contract liability of $0.8 million recorded as of December 31, 2019.
The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019.
The accounting treatment of incremental costs of obtaining contracts under ASC 606 had no material impact to the Company's consolidated financial statements.
The adoption of ASC 606 had no impact to the Company's total net cash provided by or used in operating, investing or financing activities within the Company's consolidated statement of cash flows for the year ended December 31, 2019.
The adoption of ASC 606 had no income tax impact. As a result of the cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019, the Company's opening deferred income tax asset balance was increased with a corresponding increase to the valuation allowance.
Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC 606.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASC 842), which supersedes the previous accounting guidance for leases included within ASC 840, Leases (ASC 840). The new guidance generally requires an entity to recognize on its balance sheet operating and finance lease liabilities and corresponding right-of-use assets, as well as to recognize the associated operating lease expenses on its statements of operations.
The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach. The Company elected not to adjust comparative periods and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840.
The Company elected the package of practical expedients, which allows the Company to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases and treatment of initial direct costs for any existing leases. Additionally, the Company elected to combine lease and non-lease components and to exclude leases with a term of 12 months or less on its consolidated balance sheets.
The most significant impact of adopting ASC 842 was the derecognition of the Company's build-to-suit asset and improvements, including lessor-owned improvements, with a carrying amount of $26.7 million, and the related lease financing obligation of $28.9 million, related to the Company's San Francisco office lease. As of January 1, 2019, the Company ceased to allocate its lease payments to interest expense and the build-to-suit liability. Under ASC 842, the Company classified this lease as an operating lease and will recognize lease expense in the consolidated statement of operations and lease payments will be recorded as a reduction of the operating lease liability, similar to all of the Company's other real estate leases. The Company recorded additional lease operating expense of $3.7 million, decreased deprecation expense of $0.5 million and decreased interest expense of $3.3 million during the year ended December 31, 2019 compared to the year ended December 31, 2018 related to its San Francisco office lease as a result of adopting ASC 842.
The adoption of ASC 842 resulted in the recognition of $25.7 million of operating lease right-of-use assets and operating lease liabilities of $29.7 million on the consolidated balance sheet as of January 1, 2019. The Company reclassified $1.7 million of previously recognized deferred rent obligations and lease incentives to operating lease right-of-use assets upon adoption of ASC 842.
The Company also recorded finance lease right-of-use assets of $0.4 million and total finance lease liabilities of $0.5 million as of January 1, 2019.
The adoption of ASC Topic 842 had no income tax impact to the financial statements. The Company wrote-off its deferred tax asset related to its built-to-suit lease and grossed up its deferred taxes consistent with the new ASC 842 classifications: right-of-use asset and lease liability, recording as a $2.5 million deferred tax liability related to the recognition of right-of-use assets and a $3.0 million deferred tax asset related to the recognition of lease liability upon adoption. The deferred taxes recognized upon the adoption of ASC 842 were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. Furthermore, in conjunction with the adoption entry, the Company adjusted its deferred rent deferred tax asset, fixed asset deferred tax liability and prepaid expenses deferred tax liability through retained earnings, which was offset by a valuation allowance.
For further information, see Note 7.
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act) and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The Company adopted this guidance in the first quarter of fiscal year 2019 and there was no tax impact upon adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. The Company plans to adopt this new standard in the first quarter of 2020 and is evaluating the accounting, transition and disclosure requirements of this standard.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is in the process of evaluating the impact, if any, of this new guidance on its consolidated financial statements.
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 annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company will adopt this standard effective January 1, 2020 and while this standard will apply to the Company's reporting requirements in performing goodwill impairment testing, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements.
Revenue Recognition
The Company determines revenue recognition through the following steps:
i.Identification of the contract, or contracts, with a customer
ii.Identification of the performance obligations in the contract
iii.Determination of the transaction price
iv.Allocation of the transaction price to the performance obligations in the contract
v.Recognition of revenue, when, or as, the Company satisfies the performance obligation
The Company derives its revenues primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. The Company also derives revenues from providing certain creators with account management services and customer support. The Company's customers are event creators who use the Company's platform to sell tickets to attendees. Revenue is recognized when or as control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company allocates the transaction price by estimating a standalone selling price for each performance obligation using an expected cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event.
The event creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company's fees, to the event creator. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company's fees.
The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations.
Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations.
Cost of Net Revenue
Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, field operations costs and allocated customer support costs.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents includes bank deposits and money market funds held with financial institutions. Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $257.3 million and $217.4 million as of December 31, 2019 and 2018, respectively. Although creator cash is legally unrestricted, the Company does not utilize creator cash for its own financing or investing activities as the amounts are payable to creators on a regular basis. These amounts due to creators are included in accounts payable, creators on the consolidated balance sheets. The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents.
The Company has issued letters of credit under lease agreements and other agreements which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
December 31,
201920182017
Cash and cash equivalents$420,712  $437,892  $188,986  
Restricted cash 2,228  1,508  3,235  
Total cash, cash equivalents and restricted cash $422,940  $439,400  $192,221  
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 $51.1 million and $54.8 million as of December 31, 2019 and 2018, 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 finance leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property, plant and equipment are as follows:
Estimated Useful Life
Building and improvements 30 years
Furniture and fixtures
3-5 years
Computers and computer equipment
1-2 years
Computer software
2-3 years
Capitalized internal-use software development costs 2 years
Leasehold improvements Shorter of estimated useful life or remaining lease term
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Other inputs that are directly or indirectly observable in the marketplace.
Level 3 – Unobservable inputs that are supported by little or no market activity.
The Company’s money market funds, funds receivable, accounts receivable, accounts payable, 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 were no other Level 1 or Level 2 assets or liabilities recorded at December 31, 2019, 2018 and 2017.
The Company measured the redeemable convertible preferred stock warrant liability (as discussed in Note 12) 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 years ended December 31, 2019 and 2018.
Internal-Use Software Development Costs
The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet.
Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses.
Business Combinations
The Company 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, 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 years ended December 31, 2019, 2018 and 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 on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations.
Creator Advances, Net
Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the rate and timing of recovery for outstanding advances, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales.
Impairment
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 $4.6 million, $1.6 million and $1.9 million for the years ended December 31, 2019, 2018 and 2017, respectively.
Stock-Based Compensation Expense
Stock-based compensation expense is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the award recipient is required to perform services in exchange for the award (the vesting period of the award).
The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense.
Deferred Offering Costs
Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to anticipated equity offerings, are capitalized and offset against proceeds upon the consummation of the offerings within stockholders’ equity. The Company incurred $5.5 million of offering costs in connection with its IPO, which are recorded within stockholders' equity as a reduction of the IPO proceeds.
Income Taxes
The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements.
Foreign Currency Remeasurement
The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are 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 consolidated statements of operations. The Company recorded foreign currency rate remeasurement gains of $1.1 million, losses of $7.4 million and gains of $3.1 million during the years ended December 31, 2019, 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 its customers to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection.
As of December 31, 2019 and 2018, 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 any of the years ended December 31, 2019, 2018 or 2017, respectively.
Redeemable Convertible Preferred Stock Warrants
The Company had issued freestanding warrants to purchase shares of redeemable convertible preferred stock. These warrants were recorded at fair value upon issuance and remeasured to fair value at each reporting period through the consolidated statements of operations up until completion of the Company's IPO in September 2018. All of the Company's outstanding warrants were automatically exercised into shares of the Company’s Class B common stock.
Net Loss Per Share
The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
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Accounts Receivable, Net
12 Months Ended
Dec. 31, 2019
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):
December 31,
20192018
Accounts receivable, customers $4,979  $5,651  
Allowance for doubtful accounts (2,047) (1,582) 
Accounts receivable, net $2,932  $4,069  
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Creator Signing Fees, Net
12 Months Ended
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]  
Creator Signing Fees, Net Creator Signing Fees, Net
Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations and was $10.9 million, $7.1 million and $4.3 million for the years ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019, these payments are being amortized over a weighted-average remaining contract life of 3.5 years on a straight-line basis. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands):
December 31,
20192018
Balance, beginning of period $17,005  $10,421  
Creator signing fees paid 21,216  15,973  
Amortization of creator signing fees (10,858) (7,086) 
Write-offs and other adjustments (1,056) (2,303) 
Balance, end of period $26,307  $17,005  
Creator signing fees, net $9,597  $7,324  
Creator signing fees, noncurrent 16,710  9,681  
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Creator Advances, Net
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Creator Advances, Net Creator Advances, Net
Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets for the event until the creator payment has been fully recovered. The following table summarizes the activity in creator advances for the periods indicated (in thousands):
December 31,
20192018
Balance, beginning of period
$23,142  $20,076  
Acquired with Ticketea transaction
—  532  
Creator advances paid
36,081  21,466  
Creator advances recouped
(30,396) (16,158) 
Write-offs and other adjustments
(5,623) (2,774) 
Balance, end of period
$23,204  $23,142  
Creator advances, net$22,282  $21,255  
Creator advances, noncurrent922  1,887  
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Property, Plant and Equipment, Net
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
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):
December 31,
20192018
Building and improvements $—  $33,277  
Capitalized internal-use software development costs 44,194  35,201  
Furniture and fixtures 3,861  3,557  
Computers and computer equipment 14,836  11,676  
Leasehold improvements 8,393  5,084  
Finance lease right-of-use assets1,005  —  
72,289  88,795  
Less: Accumulated depreciation and amortization (52,554) (44,576) 
Property, plant and equipment, net $19,735  $44,219  
In connection with the adoption of ASC 842, the Company derecognized the building and improvements asset of $33.3 million as of January 1, 2019, which was initially recorded as a result of build-to-suit lease accounting and reclassified a portion of that balance, $1.4 million, to leasehold improvements. This amount reflects the lessee-owned assets of the construction project and is being depreciated over the remaining lease term.
Included in property, plant and equipment, net are finance lease right-of-use assets with a carrying amount of $0.4 million as of December 31, 2019.
The Company recorded the following amounts related to depreciation of fixed assets and capitalized internal-use software development costs during the periods indicated (in thousands):
Year Ended December 31,
201920182017
Depreciation expense
$5,950  $5,201  $4,073  
Capitalized internal-use software development costs
8,993  7,809  6,725  
Amortization of capitalized internal-use software development costs
7,562  6,240  5,102  
Stock-based compensation expense included in capitalized internal-use software development costs was $1.3 million for the year ended December 31, 2019 and $0.6 million for each of the years ended December 31, 2018 and 2017.
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Leases
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Leases Leases
The Company adopted ASC 842 on January 1, 2019 and applied a modified retrospective transition approach. The Company will continue to account for comparative reporting periods prior to that date under ASC 840.
Build-to-Suit Lease
In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California (San Francisco office lease). The initial lease term was 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 was being accounted for as a financing obligation. Lease payments were 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 was being depreciated over the building’s estimated useful life of 30 years.
Land lease expense was $0.9 million for each of the years ended December 31, 2018 and 2017 and interest expense recorded related to the Company’s build-to-suit lease was $3.4 million and $3.5 million for the years ended December 31, 2018 and 2017, respectively.
Upon the adoption of ASC 842 as of January 1, 2019, the Company derecognized the build-to-suit asset and related lease financing obligation in their entirety, with the exception of the remaining net book value of lessee-owned tenant improvement assets, which will be depreciated over the remaining term of the lease. The Company classified the San Francisco office lease as an operating lease under ASC 842. The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands):
Balance Sheet LocationDecember 31, 2019January 1, 2019December 31, 2018
Property, plant and equipment, net$814  $(26,676) $28,101  
Other accrued liabilities—  (552) 552  
Build-to-suit lease financing obligation—  (28,510) 28,510  
Operating lease right-of-use assets5,953  10,130  —  
Operating lease liabilities5,580  5,167  —  
Operating lease liabilities, noncurrent1,446  7,026  —  
Accumulated deficit135  135  —  
Operating leases
The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2029. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is calculated based on hypothetical fully-secured borrowings to fund each respective lease over the lease term as of the lease commencement date, based on an assessment of the company's implied credit rating. As of December 31, 2019, total operating lease right-of-use assets and operating lease liabilities were $22.2 million and $25.3 million, respectively. The lease liabilities are classified with $9.1 million included in current liabilities and $16.2 million included in noncurrent liabilities on the consolidated balance sheets.
Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. As of December 31, 2019, the remaining lease term of the Company's operating leases ranges from less than one year to ten years.
The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands):

Operating lease costs$8,246  
Sublease income(3,933) 
Total operating lease costs, net$4,313  
The Company made cash payments of $9.1 million for operating lease liabilities during the year ended December 31, 2019, which is included within the operating activities section on the consolidated statements of cash flows.
As of December 31, 2019, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.7%.
As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands):
2020$9,766  
20214,967  
20223,352  
20233,081  
20242,035  
Thereafter4,161  
Total operating lease payments27,362  
Less: Imputed interest(2,085) 
Total operating lease liabilities$25,277  
Rent expense from operating leases recorded under ASC 840 totaled $3.0 million and $2.1 million for the years ended December 31, 2018 and 2017, respectively. The Company also recognized sublease income of $3.6 million and $3.1 million for the years ended December 31, 2018 and 2017, respectively.
As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands):
2019$4,115  
20204,129  
20212,645  
20221,678  
20231,483  
Thereafter3,770  
        Total minimum payments17,820  
Less: Amount representing interest and taxes(7,564) 
        Total$10,256  
Finance leases
The Company leases certain computer equipment under finance leases. Finance lease right-of-use assets had a carrying amount of $0.4 million as of December 31, 2019 and are included in property, plant and equipment, net on the consolidated balance sheets. Finance lease liabilities totaled $0.7 million as of December 31, 2019, with $0.4 million and $0.3 million included in other accrued liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheets. The Company made cash payments of $0.3 million for finance lease liabilities during the year ended December 31, 2019, which is included within the financing activities section on the consolidated statements of cash flows.
Leases Leases
The Company adopted ASC 842 on January 1, 2019 and applied a modified retrospective transition approach. The Company will continue to account for comparative reporting periods prior to that date under ASC 840.
Build-to-Suit Lease
In December 2013, the Company executed a lease for 97,624 square feet of office space in San Francisco, California (San Francisco office lease). The initial lease term was 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 was being accounted for as a financing obligation. Lease payments were 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 was being depreciated over the building’s estimated useful life of 30 years.
Land lease expense was $0.9 million for each of the years ended December 31, 2018 and 2017 and interest expense recorded related to the Company’s build-to-suit lease was $3.4 million and $3.5 million for the years ended December 31, 2018 and 2017, respectively.
Upon the adoption of ASC 842 as of January 1, 2019, the Company derecognized the build-to-suit asset and related lease financing obligation in their entirety, with the exception of the remaining net book value of lessee-owned tenant improvement assets, which will be depreciated over the remaining term of the lease. The Company classified the San Francisco office lease as an operating lease under ASC 842. The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands):
Balance Sheet LocationDecember 31, 2019January 1, 2019December 31, 2018
Property, plant and equipment, net$814  $(26,676) $28,101  
Other accrued liabilities—  (552) 552  
Build-to-suit lease financing obligation—  (28,510) 28,510  
Operating lease right-of-use assets5,953  10,130  —  
Operating lease liabilities5,580  5,167  —  
Operating lease liabilities, noncurrent1,446  7,026  —  
Accumulated deficit135  135  —  
Operating leases
The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2029. Operating lease right-of-use assets and operating lease liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Right-of-use assets also include adjustments related to prepaid or deferred lease payments and lease incentives. As most of the Company's leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate at the lease commencement date to determine the present value of lease payments. The incremental borrowing rate is calculated based on hypothetical fully-secured borrowings to fund each respective lease over the lease term as of the lease commencement date, based on an assessment of the company's implied credit rating. As of December 31, 2019, total operating lease right-of-use assets and operating lease liabilities were $22.2 million and $25.3 million, respectively. The lease liabilities are classified with $9.1 million included in current liabilities and $16.2 million included in noncurrent liabilities on the consolidated balance sheets.
Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. As of December 31, 2019, the remaining lease term of the Company's operating leases ranges from less than one year to ten years.
The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands):

Operating lease costs$8,246  
Sublease income(3,933) 
Total operating lease costs, net$4,313  
The Company made cash payments of $9.1 million for operating lease liabilities during the year ended December 31, 2019, which is included within the operating activities section on the consolidated statements of cash flows.
As of December 31, 2019, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.7%.
As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands):
2020$9,766  
20214,967  
20223,352  
20233,081  
20242,035  
Thereafter4,161  
Total operating lease payments27,362  
Less: Imputed interest(2,085) 
Total operating lease liabilities$25,277  
Rent expense from operating leases recorded under ASC 840 totaled $3.0 million and $2.1 million for the years ended December 31, 2018 and 2017, respectively. The Company also recognized sublease income of $3.6 million and $3.1 million for the years ended December 31, 2018 and 2017, respectively.
As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands):
2019$4,115  
20204,129  
20212,645  
20221,678  
20231,483  
Thereafter3,770  
        Total minimum payments17,820  
Less: Amount representing interest and taxes(7,564) 
        Total$10,256  
Finance leases
The Company leases certain computer equipment under finance leases. Finance lease right-of-use assets had a carrying amount of $0.4 million as of December 31, 2019 and are included in property, plant and equipment, net on the consolidated balance sheets. Finance lease liabilities totaled $0.7 million as of December 31, 2019, with $0.4 million and $0.3 million included in other accrued liabilities and other noncurrent liabilities, respectively, on the consolidated balance sheets. The Company made cash payments of $0.3 million for finance lease liabilities during the year ended December 31, 2019, which is included within the financing activities section on the consolidated statements of cash flows.
v3.19.3.a.u2
Acquisitions
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Acquisitions Acquisitions
The Company made no acquisitions in 2019.
2018 Acquisitions
Picatic
In August 2018, the Company acquired Picatic e-Ticket Inc. (Picatic), a Canadian ticketing company, primarily to bolster its engineering staff and enhance its ticketing solutions. The acquisition of Picatic has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $2.9 million, which consisted of $1.3 million in cash and 81 thousand shares of the Company’s Class B common stock. Acquisition costs directly related to the Picatic transaction were $0.3 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2018.
Ticketea
In April 2018, the Company acquired Ticketea S.L. (Ticketea), a leading Spanish ticketing provider, primarily to enhance its ticketing solutions and expand in the Spanish market. The acquisition of Ticketea has been accounted for as a business combination. The acquisition date fair value of the consideration transferred was $11.4 million, which consisted of $3.6 million in cash and 0.7 million shares of the Company’s Class B common stock. Of the 0.7 million shares, 0.1 million shares were held in escrow for adjustments related to working capital requirements and breaches of representations, warranties and covenants. These escrowed shares were released in October 2019, net of adjustments. Acquisition costs directly related to the Ticketea transaction were $0.5 million and are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2018.
The total purchase price of the Picatic and Ticketea acquisitions was allocated to the assets acquired and liabilities assumed based on their fair value as of the acquisition date. The excess of the purchase price over the net assets acquired was recorded as goodwill. The goodwill recorded in connection with the Picatic Ticketea acquisitions is not deductible for tax purposes and is attributable to the assembled workforce and synergies from the future growth and strategic advantages in the ticketing industry.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
PicaticTicketeaTotal
Cash
$160  $17,852  $18,012  
Funds and accounts receivable
10  1,058  1,068  
Creator advances
—  532  532  
Prepaid expenses and other current assets
87  94  181  
Property and equipment
—  42  42  
Other noncurrent assets
—  28  28  
Accounts payable, creators
—  (19,671) (19,671) 
Other current liabilities
(121) (529) (650) 
Intangible assets
507  3,094  3,601  
Goodwill
2,219  8,937  11,156  
Total purchase price
$2,862  $11,437  $14,299  
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition:
PicaticEstimated
useful life
TicketeaEstimated
useful life
Customer relationships$507  2.5$2,475  5.0
Developed technology—  619  1.0
Total acquired intangible assets$507  $3,094  
2017 Acquisitions
Ticketfly
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 consolidated statements of operations for the year ended December 31, 2017.
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 consolidated statements of operations for the year ended December 31, 2018. As discussed in Note 10, the Company recorded a net loss on debt extinguishment of $0.2 million for the year ended December 31, 2018.
Ticketscript
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 Class B common stock and options to purchase 0.3 million shares of the Company's Class B 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 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 Class B common stock in connection with those employment contracts. These options vest over time and compensation expense is being 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):
TicketflyticketscriptTotal
Cash and restricted cash$23,339  $3,492  $26,831  
Funds and accounts receivable4,263  4,208  8,471  
Creator advances8,567  —  8,567  
Prepaid expenses and other current assets1,213  242  1,455  
Property and equipment2,619  425  3,044  
Other noncurrent assets15  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 assets76,300  11,800  88,100  
Goodwill123,011  26,030  149,041  
Total purchase price$201,101  $33,449  $234,550  
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):
TicketflyEstimated
useful life
ticketscriptEstimated
useful life
Customer relationships$60,500  8.0$10,600  5.0
Developed technology14,500  1.31,100  1.0
Trademark1,300  1.3100  1.0
Total acquired intangible assets$76,300  $11,800  
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Acquired Intangible Assets, Net Goodwill and Acquired Intangible Assets, Net
The changes in the carrying amounts of goodwill was as follows (in thousands):
At January 1, 2017$9,725  
Additions from acquisitions149,041  
At December 31, 2017158,766  
Additions from acquisitions11,023  
Measurement period and other adjustments771  
At December 31, 2018$170,560  
The carrying amount of goodwill was $170.6 million as of December 31, 2018 and 2019.
Acquired intangible assets consisted of the following as of the dates indicated (in thousands):
December 31, 2018
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $18,628  $468  0.8
Customer relationships 74,484  14,979  59,505  6.2
Tradenames 1,600  1,600  —  
Acquired intangible assets, net $95,180  $35,207  $59,973  

December 31, 2019
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $19,062  $34  0.2
Customer relationships 74,484  25,360  49,124  5.2
Tradenames 1,600  1,600  —  
Acquired intangible assets, net $95,180  $46,022  $49,158  

The Company recorded amortization expense related to acquired intangible assets as follows (in thousands):
Year Ended December 31,
201920182017
Cost of net revenue $434  $11,834  $5,083  
Sales, marketing and support10,381  10,236  4,570  
General and administrative —  1,098  590  
Total amortization of acquired intangible assets $10,815  $23,168  $10,243  
As of December 31, 2019, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands):
2020$10,443  
202110,197  
20228,202  
20237,709  
Thereafter12,607  
    Total expected future amortization expense$49,158  
v3.19.3.a.u2
Term Loans and Debt
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Term Loans and Debt Term Loans and Debt
The Company entered into a loan and security agreement with, and issued warrants to purchase shares of Series G 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. In May 2018, the Company entered into a second loan and security agreement with WTI which provided up to $15.0 million of term debt (Second WTI Loan Facility, and together with the First WTI Loan Facility, WTI Loan Facilities) and issued additional warrants to purchase shares of Series G redeemable convertible preferred stock. The WTI Loan Facilities were collateralized by substantially all of the Company's assets and intellectual property rights.
The key terms and details of the Company's term loan borrowings under the WTI Loan Facilities were as follows:
Borrowing DateLoan FacilityLoan Amount (in thousands)Maturity DateContractual Interest RateEffective Interest Rate
September 2017First WTI Facility$30,000  February 202211.5 %15.9 %
March 2018First WTI Facility$30,000  September 202211.8 %14.8 %
May 2018Second WTI Facility$15,000  November 202212.0 %14.7 %
For all borrowings, 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 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 within 15 days of the qualified public offering, the Company would be required to repay the outstanding principal balance plus accrued interest within 15 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 March 2018 loan would be subject to the same contingent prepayment feature that is included in the Second WTI Loan Facility. The Company determined that the contingent prepayment features under the WTI Loan Facilities were embedded derivatives, requiring bifurcation and separate accounting. The Company recorded a $2.1 million gain related to the change in fair value of the term loan embedded derivative asset, which is included within other income (expense), net on the consolidated statements of operations in the year ended December 31, 2018.
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 recorded a loss on debt extinguishment related to the WTI Loan Facilities of $17.2 million during the year ended December 31, 2018, and when coupled with the gain on debt extinguishment discussed in Note 8, recorded a net loss on debt extinguishment of $0.2 million for the year ended December 31, 2018.
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 (New Term Loans) and a $75.0 million revolving credit facility (New Revolving Credit Facility, and together with the New Term Loans, 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 New Term Loans were scheduled to 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 Credit Facilities had maturity dates on the fifth anniversary of the effective date. The New Revolving Credit Facility had a commitment fee which accrued at 0.40% on the daily unused amount of the aggregate revolving commitments of the lenders. All outstanding amounts under the New Credit Facilities bore interest, at the Company's option, 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.
In September 2019, the Company elected to prepay the outstanding principal balance of the New Term Loans in their entirety and terminated the New Credit Facilities. The Company paid $63.0 million, which consisted of $62.2 million of debt principal and $0.8 million of accrued interest and fees. The Company recorded a loss on debt extinguishment related to the termination of the New Credit Facilities of $1.7 million during the year ended December 31, 2019.
The Company had no outstanding debt as of December 31, 2019.
Term loans consisted of the following as of December 31, 2018 (in thousands):
Outstanding principal balance$73,594  
Less: Unamortized discount and debt issuance costs(872) 
Total term loan, net$72,722  
Current portion of term loans$5,635  
Term loans67,087  
v3.19.3.a.u2
Commitments and Contingencies
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
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, based on performance, 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 December 31, 2019 (in thousands): 

Creator AdvancesCreator
Signing Fees
Total
2020$17,229  $5,911  $23,140  
202111,220  1,535  12,755  
20224,108  273  4,381  
20232,700  230  2,930  
Thereafter—  —  —  
   Total$35,257  $7,949  $43,206  
Purchase Commitments
The following table presents, by year, the future contractual purchase commitments as of December 31, 2019 (in thousands):
Total
2020$4,000  
Thereafter—  
   Total$4,000  
Litigation and Loss Contingencies
The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. From time to time, the Company may become a party to litigation and subject to claims incident to the ordinary course of business, including intellectual property claims, labor and employment claims, and threatened claims, breach of contract claims, tax and other matters. The matters discussed below summarize the Company's current ongoing pending litigation.
Beginning on April 15, 2019, purported stockholders of the Company filed two putative securities class action complaints in the United States District Court for the Northern District of California, and three putative securities class action complaints in the Superior Court of California for the County of San Mateo, against the Company, certain of its executives and directors, and its underwriters for the IPO. Some of these actions also name as defendants venture capital firms that were investors in the Company as of the IPO.
On August 22, 2019, the federal court consolidated the two pending actions and appointed lead plaintiffs and lead counsel (the Federal Action). On October 11, 2019, the lead plaintiffs in the Federal Action filed their amended consolidated complaint. The amended complaint generally alleges that the Company misrepresented and/or omitted material information in its IPO offering documents, in violation of the Securities Act of 1933. The amended complaint also challenges public statements made after the IPO in violation of the Securities Exchange Act of 1934. The amended complaint seeks unspecified monetary damages and other relief on behalf of investors who purchased the Company's Class A common stock issued pursuant and/or traceable to the IPO offering documents, or between September 20, 2018 and May 1, 2019, inclusive. On December 11, 2019, the defendants filed a motion to dismiss the amended complaint. The hearing on the defendants' motion to dismiss is set for April 9, 2020.
On June 24, 2019, the state court consolidated two state actions pending at that time (the State Action). On July 24, 2019, the two plaintiffs in the State Action filed a consolidated complaint. The consolidated complaint generally alleges that the Company misrepresented and/or omitted material information in the IPO offering documents, in violation of the Securities Act of 1933. The amended complaint seeks unspecified monetary damages and other relief on behalf of investors who purchased the Company's Class A common stock issued pursuant and/or traceable to the IPO offering documents. On August 23, 2019, defendants filed demurrers to the consolidated complaint. A third state-court action was filed on August 23, 2019. On September 11, 2019, that complaint was consolidated into the operative complaint filed on July 24, 2019, and the court ordered that the arguments in defendants’ pending demurrers would apply to that newly filed complaint. At the hearing on defendants’ demurrers on November 1, 2019, the court sustained the demurrer with leave to amend. On December 13, 2019, the court granted requests by two plaintiffs to voluntarily dismiss their claims without prejudice. The remaining plaintiff and two new named plaintiffs filed a first amended consolidated complaint (FAC) on February 10, 2020. Defendants' deadline to file their anticipated demurrers to the FAC is March 26, 2020, and the court has set a hearing on May 1, 2020 to decide the anticipated demurrers.
The Company believes that these actions are without merit and intends to vigorously defend them. The Company cannot predict the outcome of or estimate the possible loss or range of loss from the above described matters.
On July 16, 2019, the Company filed two complaints in the United States District Court for the Northern District of California, entitled Eventbrite, Inc. v. MF Live, Inc., et al., 3:19-CV-04084 and Eventbrite, Inc. v. Fab Loranger et al., 3:19-CV-04083 (collectively, the Roxodus Lawsuits). The Roxodus Lawsuits arise out of MF Live’s (MFL) cancellation of the Roxodus music festival in Ontario, Canada, and MFL's and Loranger's subsequent refusals to issue refunds to impacted ticket buyers or to reimburse Eventbrite for payments to such ticket buyers. Eventbrite provided ticketing and payment processing services for the event pursuant to a written contract. When the event was cancelled and MFL refused to issue refunds, Eventbrite issued refunds totaling $4.0 million to ticket buyers who bought tickets on the Eventbrite platform. Pursuant to Eventbrite's Merchant Agreement, MFL was contractually required to reimburse Eventbrite for such refunds, and Loranger had signed a personal guaranty agreement committing to personally honor MFL’s obligations if the entity failed to do so. Accordingly, the Roxodus Lawsuits assert claims for breach of contract, breach of the implied covenant of good faith and fair dealing, fraud, money had and received, and actual and constructive fraudulent transfers.
The Roxodus Lawsuits are in their early stages and the Company cannot predict the likelihood of success. MFL has filed for bankruptcy in Canada, staying Eventbrite's action against the entity. The Company is monitoring and participating in the bankruptcy process pursuant to its rights under Canadian law. Eventbrite's investigation of the assets held by and/or on behalf of MFL, Loranger, and the other defendants is ongoing.
In addition to the litigation discussed above, from time to time, the Company may be subject to legal actions and claims in the ordinary course of business. The Company has received, and may in the future continue to receive, claims from third parties. Future litigation may be necessary to defend the Company or its creators. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.
The Company is currently under audit in certain jurisdictions with regard to indirect tax matters. The Company establishes reserves for indirect tax matters when it determines that the likelihood of a loss is probable, and the loss is reasonably estimable. Accordingly, the Company has established a reserve for the potential settlement of issues related to sales and other indirect taxes in the amount of $14.8 million and $19.2 million as of December 31, 2019 and 2018, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $1.4 million and $1.2 million as of December 31, 2019 and 2018, respectively.
The Company does not believe that any ultimate liability resulting from any of these matters will have a material adverse effect on its business, consolidated financial position, results of operations or liquidity. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected.
Indemnifications
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.
v3.19.3.a.u2
Redeemable Convertible Preferred Stock Warrants
12 Months Ended
Dec. 31, 2019
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 its Series G redeemable convertible preferred stock. The Series G redeemable convertible 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 the 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.
The Company recorded an increase in the fair value of the redeemable convertible preferred stock warrant liability of $9.6 million and $2.2 million during the years ended December 31, 2018 and 2017, respectively. There was no activity during the year ended December 31, 2019. Refer to Note 2 for discussion of the significant inputs used to determine the fair value of the redeemable convertible preferred stock warrant liability.
v3.19.3.a.u2
Stockholders' Equity
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stockholders' 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 the Company's Series G redeemable convertible preferred stock based on the IPO price of $23.00 per share). Further, outstanding warrants to purchase 933,269 shares of the Company's Series G redeemable convertible preferred stock automatically exercised into 997,193 shares of Class B common stock based on the IPO price of $23.00 per share.
Common Stock
2004 and 2010 Stock Option Plans
In 2004, the board of directors and stockholders of the Company authorized and ratified the 2004 Stock 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 stockholders 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 30,663,761 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 stockholders 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. The Company initially reserved 7,672,600 shares of Class A common stock for the issuance of awards under the 2018 Plan and 5,956,644 shares of Class A common stock were reserved as of December 31, 2019.
The Company has two classes of common stock, Class A and Class B. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. The Company’s common stock has no preferences or privileges and is not redeemable. Holders of Class A and Class B common stock are entitled to dividends, if and when declared, by the Company’s board of directors. The 2018 Plan allows for the granting of options, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, dividend equivalent rights and cash-based awards. Every January 1, the number of shares of stock reserved and available for issuance under the 2018 Plan will cumulatively increase by five percent of the number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31, or a lesser number of shares as approved by the board of directors.
As of December 31, 2019, there were 15,684,021 options issued and outstanding under the 2004 Plan, 2010 Plan and 2018 Plan (collectively, the Plans) and 11,196,350 shares available for issuance under the 2018 Plan. The Company no longer grants awards under the 2004 Plan or the 2010 Plan.
Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans may be granted at an exercise price per share not less than the fair value at the date of grant and are exercisable up to ten years.
Stock option activity under the Plans is as follows:
Outstanding
options
Weighted-
average exercise
price
Weighted-
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
(thousands)
Balance as of December 31, 201718,701,267  $5.73  7.3$29,728  
Granted
6,824,057  12.68  
Exercised
(1,727,899) 4.69  16,816  
Cancelled
(1,784,828) 7.19  
Balance as of December 31, 201822,012,597  7.85  7.1439,382  
Granted
1,790,074  17.71  
Exercised
(6,465,360) 6.32  87,544  
Cancelled
(1,653,290) 10.88  
Balance as of December 31, 201915,684,021  9.28  6.3170,847  
Vested and exercisable as of December 31, 201812,462,693  5.75  5.6274,883  
Vested and expected to vest as of December 31, 201820,926,797  7.69  7.0421,047  
Vested and exercisable as of December 31, 20199,913,182  7.14  5.1129,341  
Vested and expected to vest as of December 31, 201915,197,994  9.16  6.3167,439  
2018 Employee Stock Purchase plan
In August 2018, the board of directors adopted, and stockholders approved, the 2018 Employee Stock Purchase Plan (ESPP). A total of 1,534,500 shares of the Company’s Class A common stock were initially authorized for issuance under the 2018 ESPP. In March 2019, the board of directors approved the reservation of an additional 783,583 shares of Class A common stock for a total of 2,318,083 shares reserved for issuance under the ESPP. Subject to any plan limitations, the 2018 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s Class A common stock at a discounted price per share. Except for the initial offering period, the ESPP provides for separate six-month offering periods. Unless otherwise determined by the board of directors, the Company’s Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% of the fair market value of the Company’s Class A common stock on the first trading day of the offering period, which for the initial offering period is the price at which shares of the Company’s Class A common stock were first sold to the public, or (2) 85% of the fair market value of the Company’s Class A common stock on the last trading day of the offering period.
A total of 271,294 shares were purchased under the ESPP during the year ended December 31, 2019, and as of that date, 2,046,789 shares of Class A common stock were available for future issuance under the ESPP. No shares of Class A common stock were purchased under the ESPP during the year ended December 31, 2018.
The Company recorded $1.2 million and $0.4 million of stock-based compensation expense related to the ESPP during the years ended December 31, 2019 and 2018, respectively.
Common Stock Subject to Repurchase
The 2010 Plan and the Company’s stock option agreement allow for the early exercise of stock options for certain individuals, as determined by the board of directors. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. Upon termination of service, the Company may, at its discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding.
At December 31, 2019 and December 31, 2018, outstanding common stock included 18,665 and 55,537 shares, respectively, subject to repurchase related to stock options early exercised and unvested. The Company had a liability of $0.2 million and $0.4 million as of December 31, 2019 and 2018, respectively, related to early exercises of stock options. The liability is reclassified into stockholders’ equity as the awards vest.
Stock-based Compensation Expense
All stock-based awards to employees and members of the Company’s board of directors are measured based on the grant date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and records stock-based compensation expense for service-based equity awards using the straight-line attribution method.
The following range of assumptions were used to estimate the fair value of stock options granted to employees:
Year Ended December 31,
201920182017
Expected dividend yield—  —  —  
Expected volatility
48.8 - 49.7%
43.5 - 48.2%
40.7 - 57.1%
Risk-free interest rate
1.32 - 2.58%
2.96 - 3.09%
1.92 - 2.1%
Expected term (years)
5.04 - 6.08
5.28 - 6.08
5.02 - 6.08
The weighted-average fair value of stock options granted was $8.57, $8.16 and $3.25 for the year ended December 31, 2019, 2018 and 2017, respectively. As of December 31, 2019 and 2018, the total unrecognized stock-based compensation related to unvested options outstanding was $38.2 million and $51.3 million, respectively, to be recognized over a weighted-average period of 2.39 years and 2.73 years, respectively.
The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period:
Year Ended
December 31, 2019
Expected dividend yield—  
Expected volatility
43.26 - 58.89%
Risk-free interest rate
1.62 - 2.31%
Expected term (years)0.5
Restricted Stock Units
Restricted stock activity for the year ended December 31, 2019 is presented as follows:

Outstanding
RSUs and RSAs
Weighted-average grant date fair value per shareWeighted-
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
(thousands)
Balance at December 31, 2017802,900  $8.65  
Awarded686,072  16.09  
Released(809,567) 
Cancelled(8,799) 31.79  
Balance at December 31, 2018670,606  24.71  
Awarded4,055,34420.38  
Released(437,844) 21.16  
Cancelled(490,587) 25.21  
Balance at December 31, 20193,797,519  20.44  1.8$76,596  
Vested and expected to vest as of December 31, 20193,126,182  20.46  1.663,055  
Vested and expected to vest as of December 31, 2018532,623  24.80  1.714,812  
The Company recognized $14.2 million of stock-based compensation expense related to RSUs during the year ended December 31, 2019, and, as of that date, the total unrecognized stock-based compensation related to RSUs outstanding was $57.3 million, which will be recognized over a weighted-average period of 3.41 years.
The Company completed its IPO in September 2018 and satisfied the performance condition for all then outstanding RSU awards. The Company recognized $6.9 million of stock-based compensation expense, based on the grant date fair value of a single performance-based award, which is included in general and administrative expenses for the year ended December 31, 2018.
Sales of the Company’s Stock
In May 2018, employees and former employees of the Company sold an aggregate of 1.3 million shares of the Company’s common stock to entities affiliated with an existing investor at a purchase price of $13.12 per share, for an aggregate purchase price of $17.2 million. The purchase price was in excess of the fair value of such shares. As a result, during the year ended December 31, 2018, the Company recorded the excess of the purchase price above fair value of $2.2 million as compensation expense.
v3.19.3.a.u2
Net Loss Per Share
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Net Loss Per Share Net Loss Per Share
The Company calculates basic and diluted net loss per share in conformity with the two-class method required for companies with participating securities. The Company considered all series of redeemable convertible preferred stock to have been participating securities as the holders were entitled to receive non-cumulative dividends on a pari passu basis in the event that a dividend was paid on common stock. Under the two-class method, the net loss attributable to common stockholders is not allocated to the redeemable convertible preferred stock as the holders of redeemable convertible preferred stock do not have a contractual obligation to share in losses.

Under the two-class method, basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive common stock equivalents outstanding for the period. For purposes of this calculation, redeemable convertible preferred stock, stock options to purchase common stock, early exercised stock options, restricted stock units and warrants to purchase redeemable convertible preferred stock are considered common shares equivalents, but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Basic and diluted net loss per share was the same for each period presented, as the inclusion of all potential common shares outstanding would have been anti-dilutive.

The rights, including the liquidation and dividend rights, of the holders of Class A and Class B common stock are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis and the resulting net loss per share attributed to common stockholders will, therefore, be the same for both Class A and Class B common stock on an individual or combined basis.
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):
Year Ended December 31,
201920182017
Net loss $(68,760) $(64,078) $(38,547) 
Weighted-average shares used in computing net loss per share, basic and diluted 81,979  37,540  19,500  
Net loss per share, basic and diluted$(0.84) $(1.71) $(1.98) 
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands):
December 31,
201920182017
Redeemable convertible preferred stock
(on an if-converted basis)
—  —  41,628  
Stock-options to purchase common stock 15,684  22,013  18,701  
Redeemable convertible preferred stock warrants —  —  618  
Restricted stock and restricted stock units4,347  686  803  
Early exercised options 19  56  115  
Total shares of potentially dilutive securities20,050  22,755  61,865  
v3.19.3.a.u2
Income Taxes
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
Loss before the provision for (benefit from) income taxes consisted of the following for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Domestic$(60,807) $(50,133) $(31,681) 
International(8,145) (12,795) (6,879) 
Total$(68,952) $(62,928) $(38,560) 

The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Current tax expense (benefit)
Federal
$(17) $234  $—  
State
93  (10) 109  
Foreign
112  823  278  
Total current tax expense (benefit)
188  1,047  387  
Deferred tax expense (benefit)
Federal
315  317  99  
State
171  153  55  
Foreign
(866) (367) (554) 
Total deferred tax expense (benefit)
(380) 103  (400) 
Total income tax provision (benefit)
$(192) $1,150  $(13) 

The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Federal tax benefit at statutory rate$(14,480) $(13,298) $(13,147) 
State tax93  (10) 2,009  
Foreign rate differential136  1,315  2,513  
Non-deductible permanent items(468) 4,129  1,142  
Stock-based compensation(9,850) (1,178) 1,950  
Tax credits(1,403) (922) (1,702) 
Change in valuation allowance25,780  11,114  (14,653) 
Tax Act-revaluation of deferred taxes—  —  21,875  
Total
$(192) $1,150  $(13) 
The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands):
Year Ended December 31,
20192018
Deferred tax assets:
Net operating losses
$78,001  $50,154  
Accruals and reserves
3,514  7,725  
Tax credit carryforward
11,013  8,503  
Stock-based compensation
8,280  5,944  
Depreciation and amortization
4,381  4,735  
Total deferred tax assets
105,189  77,061  
Valuation allowance(104,298) (75,436) 
Net deferred tax assets
891  1,625  
Deferred tax liabilities:
Depreciation and amortization(2,550) (3,665) 
Net deferred taxes
$(1,659) $(2,040) 

The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not that the majority of its federal, state, and certain foreign deferred tax assets will not be realizable as of December 31, 2019 and 2018. The total valuation allowance recorded as of December 31, 2019 and 2018 was $104.3 million and $75.4 million respectively. The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands):

Balance, Beginning of PeriodCharged to Costs & ExpensesCharged to Other AccountsDeductionsBalance, end of Period
Year ended December 31, 2019
Deferred tax asset valuation allowance$75,436  29,576  (714) —  $104,298  
Year ended December 31, 2018
Deferred tax asset valuation allowance$58,748  13,243  3,445  —  $75,436  
Year ended December 31, 2017
Deferred tax asset valuation allowance$59,806  —  —  (1,058) $58,748  

As of December 31, 2019 and 2018, the Company has net operating loss carryforwards for federal income tax purposes of $251.0 million and $152.1 million, respectively, available to reduce future taxable income. The federal net operating loss carryforwards will begin to expire, if not utilized, in 2025. In addition, the Company has $70.3 million and $49.6 million of net operating loss carryforwards available to reduce future taxable income for California state income tax purposes for the years ended December 31, 2019 and 2018, respectively. The state net operating loss carryforwards will begin to expire, if not utilized, in 2023. The federal and state net operating loss carryforwards are subject to various annual limitations under Section 382 of the Internal Revenue Code and similar state provisions. As of December 31, 2019 and 2018, the Company had foreign net operating loss carryforwards of $13.5 million and $12.2 million, respectively, which, if not utilized, will expire at various dates beginning in 2020.
As of December 31, 2019, the Company had Federal and California Research and Development Credits of $10.6 million and $9.0 million, respectively. The Federal Research and Development Credits will begin to expire, if not utilized, in 2031. The California Research and Development Credits do not expire since these attributes have an indefinite life. As of December 31, 2019 and 2018, the Company had California EZ Hiring Tax Credits of $2.2 million. The California Hiring Tax Credits will begin to expire, if not utilized, in 2020. As of December 31, 2019 and 2018, the Company had foreign tax credits of $0.2 million and $0.1 million, respectively. The foreign tax credits will begin to expire, if not utilized, in 2028.
As of December 31, 2019 and 2018, the Company had unrecognized tax benefits of $9.8 million and $7.2 million, respectively, which would not impact the effective tax rate because of the Company's valuation allowance position. A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands):
Balance as of December 31, 2016$—  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year1,526  
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year3,970  
Balance as of December 31, 20175,496  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year1,744  
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year—  
Balance as of December 31, 20187,240  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year2,584  
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year—  
Balance as of December 31, 2019$9,824  

The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year or otherwise directly related to an existing deferred tax asset, in which case the uncertain tax position is recorded net of the asset on the consolidated balance sheet. As of December 31, 2019, $9.8 million of the Company’s gross unrecognized tax benefits were recorded as a reduction of the related deferred tax assets.
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of its provision for income taxes. The amount of interest and penalties accrued as of December 31, 2018 and 2019 was zero.
The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months.
The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and certain foreign jurisdictions. Material jurisdictions where the Company is subject to potential examination include the United States, United Kingdom and Netherlands. The Company is subject to examination in these jurisdictions for all years since 2006. Fiscal years outside the normal statute of limitation remain open to audit due to tax attributes generated in the early years which have been carried forward and may be audited in subsequent years when utilized.
v3.19.3.a.u2
Geographic Information
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Geographic Information Geographic Information
The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands):
Year Ended December 31,
201920182017
United States$236,845  $211,705  $141,118  
International89,956  79,906  60,479  
Total net revenue$326,801  $291,611  $201,597  

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.
v3.19.3.a.u2
Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated.
Prior Period Reclassification Beginning in the first quarter of 2019, the Company classified the amortization of acquired customer relationship intangible assets and certain other costs as sales, marketing and support expenses. Previously, these expenses were classified as general and administrative expenses.
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, determining the fair value of the Company's common stock and redeemable convertible preferred stock warrant liability prior to the IPO, fair value of the 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 consolidated statements of comprehensive loss have been omitted from the consolidated financial statements.
Segment Information The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reporting unit
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
The Company adopted ASU 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business beginning January 1, 2019. This standard 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. The adoption of this standard had no material impact on the Company's consolidated financial statements.
In May 2014, and in subsequent updates, the Financial Accounting Standards Board (FASB) issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC 606), which supersedes revenue recognition guidance under ASC Topic 605. ASC 606 establishes a five-step revenue recognition process in which an entity will recognize revenue when or as it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASC 606 also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. ASC 606 was effective for and adopted by the Company beginning January 1, 2019. The Company applied the modified retrospective approach to contracts which were not completed as of the adoption date.
The adoption of ASC 606 primarily had the following impact on the Company's financial statements:
Beginning January 1, 2019, the Company recognizes revenue allocated to its customer service and account management performance obligations over time as the Company has a stand-ready obligation to provide these services to certain customers. The Company recorded a cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019 of $0.6 million and a corresponding increase to contract liabilities, included within other accrued liabilities on the consolidated balance sheet. The Company recognized this $0.6 million during the year ended December 31, 2019 and has a contract liability of $0.8 million recorded as of December 31, 2019.
The adoption of ASC 606 had no material impact to the Company's net revenues recorded in the year ended December 31, 2019.
The accounting treatment of incremental costs of obtaining contracts under ASC 606 had no material impact to the Company's consolidated financial statements.
The adoption of ASC 606 had no impact to the Company's total net cash provided by or used in operating, investing or financing activities within the Company's consolidated statement of cash flows for the year ended December 31, 2019.
The adoption of ASC 606 had no income tax impact. As a result of the cumulative-effect adjustment to opening accumulated deficit as of January 1, 2019, the Company's opening deferred income tax asset balance was increased with a corresponding increase to the valuation allowance.
Refer to Revenue Recognition below for additional discussion of the Company's revenue recognition policies under ASC 606.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (ASC 842), which supersedes the previous accounting guidance for leases included within ASC 840, Leases (ASC 840). The new guidance generally requires an entity to recognize on its balance sheet operating and finance lease liabilities and corresponding right-of-use assets, as well as to recognize the associated operating lease expenses on its statements of operations.
The Company adopted and began applying ASC 842 on January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach. The Company elected not to adjust comparative periods and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840.
The Company elected the package of practical expedients, which allows the Company to not reassess whether any expired or existing contracts contain leases, the lease classification for any expired or existing leases and treatment of initial direct costs for any existing leases. Additionally, the Company elected to combine lease and non-lease components and to exclude leases with a term of 12 months or less on its consolidated balance sheets.
The most significant impact of adopting ASC 842 was the derecognition of the Company's build-to-suit asset and improvements, including lessor-owned improvements, with a carrying amount of $26.7 million, and the related lease financing obligation of $28.9 million, related to the Company's San Francisco office lease. As of January 1, 2019, the Company ceased to allocate its lease payments to interest expense and the build-to-suit liability. Under ASC 842, the Company classified this lease as an operating lease and will recognize lease expense in the consolidated statement of operations and lease payments will be recorded as a reduction of the operating lease liability, similar to all of the Company's other real estate leases. The Company recorded additional lease operating expense of $3.7 million, decreased deprecation expense of $0.5 million and decreased interest expense of $3.3 million during the year ended December 31, 2019 compared to the year ended December 31, 2018 related to its San Francisco office lease as a result of adopting ASC 842.
The adoption of ASC 842 resulted in the recognition of $25.7 million of operating lease right-of-use assets and operating lease liabilities of $29.7 million on the consolidated balance sheet as of January 1, 2019. The Company reclassified $1.7 million of previously recognized deferred rent obligations and lease incentives to operating lease right-of-use assets upon adoption of ASC 842.
The Company also recorded finance lease right-of-use assets of $0.4 million and total finance lease liabilities of $0.5 million as of January 1, 2019.
The adoption of ASC Topic 842 had no income tax impact to the financial statements. The Company wrote-off its deferred tax asset related to its built-to-suit lease and grossed up its deferred taxes consistent with the new ASC 842 classifications: right-of-use asset and lease liability, recording as a $2.5 million deferred tax liability related to the recognition of right-of-use assets and a $3.0 million deferred tax asset related to the recognition of lease liability upon adoption. The deferred taxes recognized upon the adoption of ASC 842 were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. Furthermore, in conjunction with the adoption entry, the Company adjusted its deferred rent deferred tax asset, fixed asset deferred tax liability and prepaid expenses deferred tax liability through retained earnings, which was offset by a valuation allowance.
For further information, see Note 7.
In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This ASU was issued following the enactment of the U.S. Tax Cuts and Jobs Act of 2017 (the Tax Act) and permits entities to elect a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. The Company adopted this guidance in the first quarter of fiscal year 2019 and there was no tax impact upon adoption.
Recently Issued Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost, including trade receivables. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model that requires the use of forward-looking information to calculate credit loss estimates. The Company plans to adopt this new standard in the first quarter of 2020 and is evaluating the accounting, transition and disclosure requirements of this standard.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This ASU simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. The Company is in the process of evaluating the impact, if any, of this new guidance on its consolidated financial statements.
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 annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. The Company will adopt this standard effective January 1, 2020 and while this standard will apply to the Company's reporting requirements in performing goodwill impairment testing, the Company does not anticipate the adoption of this standard will have a material impact on its consolidated financial statements.
Revenue Recognition and Cost of Net Revenue
Revenue Recognition
The Company determines revenue recognition through the following steps:
i.Identification of the contract, or contracts, with a customer
ii.Identification of the performance obligations in the contract
iii.Determination of the transaction price
iv.Allocation of the transaction price to the performance obligations in the contract
v.Recognition of revenue, when, or as, the Company satisfies the performance obligation
The Company derives its revenues primarily from service fees and payment processing fees charged at the time a ticket for an event is sold. The Company also derives revenues from providing certain creators with account management services and customer support. The Company's customers are event creators who use the Company's platform to sell tickets to attendees. Revenue is recognized when or as control of the promised goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company allocates the transaction price by estimating a standalone selling price for each performance obligation using an expected cost plus a margin approach. For service fees and payment processing fees, revenue is recognized when the ticket is sold. For account management services and customer support, revenue is recognized over the period from the date of the sale of the ticket to the date of the event.
The event creator has the choice of whether to use Eventbrite Payment Processing (EPP) or to use a third-party payment processor, referred to as Facilitated Payment Processing (FPP). Under the EPP option, the Company is the merchant of record and is responsible for processing the transaction and collecting the face value of the ticket and all associated fees at the time the ticket is sold. The Company is also responsible for remitting these amounts collected, less the Company's fees, to the event creator. Under the FPP option, Eventbrite is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company invoices the creator for all of the Company's fees.
The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the transactions are included in cost of net revenues in the consolidated statements of operations.
Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations.
Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, field operations costs and allocated customer support costs.
Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents includes bank deposits and money market funds held with financial institutions. Cash and cash equivalents balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $257.3 million and $217.4 million as of December 31, 2019 and 2018, respectively. Although creator cash is legally unrestricted, the Company does not utilize creator cash for its own financing or investing activities as the amounts are payable to creators on a regular basis. These amounts due to creators are included in accounts payable, creators on the consolidated balance sheets. The Company considers all highly liquid investments, including money market funds with an original maturity of three months or less at the date of purchase, to be cash equivalents.The Company has issued letters of credit under lease agreements and other agreements which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the consolidated balance sheets.
Funds Receivable Funds receivable represents cash-in-transit from third-party payment processors that is received by the Company within approximately five business days from the date of the underlying ticketing transaction. The funds receivable balances include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators.
Accounts Receivable, Net Accounts receivable, net is 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 finance leases, are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred.
Fair Value Measurements
The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Other inputs that are directly or indirectly observable in the marketplace.
Level 3 – Unobservable inputs that are supported by little or no market activity.
The Company’s money market funds, funds receivable, accounts receivable, accounts payable, 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 were no other Level 1 or Level 2 assets or liabilities recorded at December 31, 2019, 2018 and 2017.
The Company measured the redeemable convertible preferred stock warrant liability (as discussed in Note 12) 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.
Internal-Use Software Development Costs The Company capitalizes certain costs associated with website and application development and software developed or obtained for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses.
Business Combinations The Company 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
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, 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.
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.
Creator Signing Fees, Net and Deferred Offering Costs Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. 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 Advances, Net Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. Reserves are recorded based on the Company's assessment of various factors, including a creator's payment history, the rate and timing of recovery for outstanding advances, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator's ability to generate future ticket sales.
Impairment 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.
Stock-Based Compensation Expense Stock-based compensation expense is measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the award recipient is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model. The Company measures the fair value of RSUs based on the fair value of the underlying shares on the date of grant. Compensation expense is recognized over the vesting period of the applicable award using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense.
Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements.
Foreign Currency Remeasurement The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are 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 consolidated statements of operations.
Concentrations of Risk Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash, funds receivable, accounts receivable, payments to creators and creator advance payouts. The Company holds its cash with high-credit-quality financial institutions; however, the Company maintains balances in excess of the FDIC insurance limits. The Company does not require its customers to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection.
Redeemable Convertible Preferred Stock Warrants The Company had issued freestanding warrants to purchase shares of redeemable convertible preferred stock. These warrants were recorded at fair value upon issuance and remeasured to fair value at each reporting period through the consolidated statements of operations up until completion of the Company's IPO in September 2018. All of the Company's outstanding warrants were automatically exercised into shares of the Company’s Class B common stock.
Net Loss Per Share The Company follows the two-class method when computing net loss per common share when shares are issued that meet the definition of participating securities. The two-class method determines net loss per common share for each class of common stock and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. The Company’s redeemable convertible preferred stock contractually entitled the holders of such shares to participate in dividends but did not contractually require the holders of such shares to participate in the Company’s losses. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
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Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Reconciliation of Cash and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
December 31,
201920182017
Cash and cash equivalents$420,712  $437,892  $188,986  
Restricted cash 2,228  1,508  3,235  
Total cash, cash equivalents and restricted cash $422,940  $439,400  $192,221  
Reconciliation of Cash and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
December 31,
201920182017
Cash and cash equivalents$420,712  $437,892  $188,986  
Restricted cash 2,228  1,508  3,235  
Total cash, cash equivalents and restricted cash $422,940  $439,400  $192,221  
Estimated Useful Lives of Property and Equipment The estimated useful lives of the Company’s property, plant and equipment are as follows:
Estimated Useful Life
Building and improvements 30 years
Furniture and fixtures
3-5 years
Computers and computer equipment
1-2 years
Computer software
2-3 years
Capitalized internal-use software development costs 2 years
Leasehold improvements Shorter of estimated useful life or remaining lease term
Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
December 31,
20192018
Building and improvements $—  $33,277  
Capitalized internal-use software development costs 44,194  35,201  
Furniture and fixtures 3,861  3,557  
Computers and computer equipment 14,836  11,676  
Leasehold improvements 8,393  5,084  
Finance lease right-of-use assets1,005  —  
72,289  88,795  
Less: Accumulated depreciation and amortization (52,554) (44,576) 
Property, plant and equipment, net $19,735  $44,219  
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Accounts Receivable, Net (Tables)
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Summary of Accounts Receivable The following table summarizes the Company’s accounts receivable balance (in thousands):
December 31,
20192018
Accounts receivable, customers $4,979  $5,651  
Allowance for doubtful accounts (2,047) (1,582) 
Accounts receivable, net $2,932  $4,069  
The following table summarizes the activity in creator advances for the periods indicated (in thousands):
December 31,
20192018
Balance, beginning of period
$23,142  $20,076  
Acquired with Ticketea transaction
—  532  
Creator advances paid
36,081  21,466  
Creator advances recouped
(30,396) (16,158) 
Write-offs and other adjustments
(5,623) (2,774) 
Balance, end of period
$23,204  $23,142  
Creator advances, net$22,282  $21,255  
Creator advances, noncurrent922  1,887  
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Creator Signing Fees, Net (Tables)
12 Months Ended
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]  
Summary of the Activity in Creator Signing Fees The following table summarizes the activity in creator signing fees for the periods indicated (in thousands):
December 31,
20192018
Balance, beginning of period $17,005  $10,421  
Creator signing fees paid 21,216  15,973  
Amortization of creator signing fees (10,858) (7,086) 
Write-offs and other adjustments (1,056) (2,303) 
Balance, end of period $26,307  $17,005  
Creator signing fees, net $9,597  $7,324  
Creator signing fees, noncurrent 16,710  9,681  
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Creator Advances, Net (Tables)
12 Months Ended
Dec. 31, 2019
Receivables [Abstract]  
Summary of Activity in Creator Advances The following table summarizes the Company’s accounts receivable balance (in thousands):
December 31,
20192018
Accounts receivable, customers $4,979  $5,651  
Allowance for doubtful accounts (2,047) (1,582) 
Accounts receivable, net $2,932  $4,069  
The following table summarizes the activity in creator advances for the periods indicated (in thousands):
December 31,
20192018
Balance, beginning of period
$23,142  $20,076  
Acquired with Ticketea transaction
—  532  
Creator advances paid
36,081  21,466  
Creator advances recouped
(30,396) (16,158) 
Write-offs and other adjustments
(5,623) (2,774) 
Balance, end of period
$23,204  $23,142  
Creator advances, net$22,282  $21,255  
Creator advances, noncurrent922  1,887  
v3.19.3.a.u2
Property, Plant and Equipment, Net (Tables)
12 Months Ended
Dec. 31, 2019
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:
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
Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
December 31,
20192018
Building and improvements $—  $33,277  
Capitalized internal-use software development costs 44,194  35,201  
Furniture and fixtures 3,861  3,557  
Computers and computer equipment 14,836  11,676  
Leasehold improvements 8,393  5,084  
Finance lease right-of-use assets1,005  —  
72,289  88,795  
Less: Accumulated depreciation and amortization (52,554) (44,576) 
Property, plant and equipment, net $19,735  $44,219  
Capitalized Internal-Use Software Development Costs
The Company recorded the following amounts related to depreciation of fixed assets and capitalized internal-use software development costs during the periods indicated (in thousands):
Year Ended December 31,
201920182017
Depreciation expense
$5,950  $5,201  $4,073  
Capitalized internal-use software development costs
8,993  7,809  6,725  
Amortization of capitalized internal-use software development costs
7,562  6,240  5,102  
v3.19.3.a.u2
Leases (Tables)
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Adoption Effect of the Derecognition of Build-to-Suit Lease Assets and Recognition of Operating Lease Right-of-Use Assets and Operating Lease Liabilities The adoption effect of derecognizing the build-to-suit assets and lease financing obligation, and recognizing operating lease right-of-use assets and operating lease liabilities on the consolidated balances sheets was as follows (in thousands):
Balance Sheet LocationDecember 31, 2019January 1, 2019December 31, 2018
Property, plant and equipment, net$814  $(26,676) $28,101  
Other accrued liabilities—  (552) 552  
Build-to-suit lease financing obligation—  (28,510) 28,510  
Operating lease right-of-use assets5,953  10,130  —  
Operating lease liabilities5,580  5,167  —  
Operating lease liabilities, noncurrent1,446  7,026  —  
Accumulated deficit135  135  —  
Components of Operating Lease Cost
The components of operating lease costs for the year ended December 31, 2019 were as follows (in thousands):

Operating lease costs$8,246  
Sublease income(3,933) 
Total operating lease costs, net$4,313  
Maturities of Operating Lease Liabilities
As of December 31, 2019, maturities of operating lease liabilities were as follows (in thousands):
2020$9,766  
20214,967  
20223,352  
20233,081  
20242,035  
Thereafter4,161  
Total operating lease payments27,362  
Less: Imputed interest(2,085) 
Total operating lease liabilities$25,277  
Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases
As of December 31, 2018, the future minimum lease payments under non-cancelable operating leases and the build-to suit lease arrangement, net of sublease income rental payments, were as follows (in thousands):
2019$4,115  
20204,129  
20212,645  
20221,678  
20231,483  
Thereafter3,770  
        Total minimum payments17,820  
Less: Amount representing interest and taxes(7,564) 
        Total$10,256  
v3.19.3.a.u2
Acquisitions (Tables)
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Summary of the Estimated Fair Values of Assets Acquired and Liabilities Assumed
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
PicaticTicketeaTotal
Cash
$160  $17,852  $18,012  
Funds and accounts receivable
10  1,058  1,068  
Creator advances
—  532  532  
Prepaid expenses and other current assets
87  94  181  
Property and equipment
—  42  42  
Other noncurrent assets
—  28  28  
Accounts payable, creators
—  (19,671) (19,671) 
Other current liabilities
(121) (529) (650) 
Intangible assets
507  3,094  3,601  
Goodwill
2,219  8,937  11,156  
Total purchase price
$2,862  $11,437  $14,299  
The following table summarizes the fair values of the assets acquired and liabilities assumed as of the respective acquisition dates (in thousands):
TicketflyticketscriptTotal
Cash and restricted cash$23,339  $3,492  $26,831  
Funds and accounts receivable4,263  4,208  8,471  
Creator advances8,567  —  8,567  
Prepaid expenses and other current assets1,213  242  1,455  
Property and equipment2,619  425  3,044  
Other noncurrent assets15  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 assets76,300  11,800  88,100  
Goodwill123,011  26,030  149,041  
Total purchase price$201,101  $33,449  $234,550  
Finite-Lived Intangible Assets Acquired as Part of Business Combination
The following table sets forth the components of identifiable intangible assets acquired (in thousands) and their estimated useful lives (in years) as of the date of acquisition:
PicaticEstimated
useful life
TicketeaEstimated
useful life
Customer relationships$507  2.5$2,475  5.0
Developed technology—  619  1.0
Total acquired intangible assets$507  $3,094  
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):
TicketflyEstimated
useful life
ticketscriptEstimated
useful life
Customer relationships$60,500  8.0$10,600  5.0
Developed technology14,500  1.31,100  1.0
Trademark1,300  1.3100  1.0
Total acquired intangible assets$76,300  $11,800  
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net (Tables)
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Changes in the Carrying Amounts of Goodwill
The changes in the carrying amounts of goodwill was as follows (in thousands):
At January 1, 2017$9,725  
Additions from acquisitions149,041  
At December 31, 2017158,766  
Additions from acquisitions11,023  
Measurement period and other adjustments771  
At December 31, 2018$170,560  
Acquired Intangible Assets
Acquired intangible assets consisted of the following as of the dates indicated (in thousands):
December 31, 2018
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $18,628  $468  0.8
Customer relationships 74,484  14,979  59,505  6.2
Tradenames 1,600  1,600  —  
Acquired intangible assets, net $95,180  $35,207  $59,973  

December 31, 2019
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $19,062  $34  0.2
Customer relationships 74,484  25,360  49,124  5.2
Tradenames 1,600  1,600  —  
Acquired intangible assets, net $95,180  $46,022  $49,158  
Amortization Expense Related to Acquired Intangible Assets
The Company recorded amortization expense related to acquired intangible assets as follows (in thousands):
Year Ended December 31,
201920182017
Cost of net revenue $434  $11,834  $5,083  
Sales, marketing and support10,381  10,236  4,570  
General and administrative —  1,098  590  
Total amortization of acquired intangible assets $10,815  $23,168  $10,243  
Total Expected Future Amortization Expense for Acquired Intangible Assets
As of December 31, 2019, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands):
2020$10,443  
202110,197  
20228,202  
20237,709  
Thereafter12,607  
    Total expected future amortization expense$49,158  
v3.19.3.a.u2
Term Loans and Debt (Tables)
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
Key Terms and Details of Term Loan Borrowings and Composition of Term Loans
The key terms and details of the Company's term loan borrowings under the WTI Loan Facilities were as follows:
Borrowing DateLoan FacilityLoan Amount (in thousands)Maturity DateContractual Interest RateEffective Interest Rate
September 2017First WTI Facility$30,000  February 202211.5 %15.9 %
March 2018First WTI Facility$30,000  September 202211.8 %14.8 %
May 2018Second WTI Facility$15,000  November 202212.0 %14.7 %
Term loans consisted of the following as of December 31, 2018 (in thousands):
Outstanding principal balance$73,594  
Less: Unamortized discount and debt issuance costs(872) 
Total term loan, net$72,722  
Current portion of term loans$5,635  
Term loans67,087  
v3.19.3.a.u2
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
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 December 31, 2019 (in thousands): 

Creator AdvancesCreator
Signing Fees
Total
2020$17,229  $5,911  $23,140  
202111,220  1,535  12,755  
20224,108  273  4,381  
20232,700  230  2,930  
Thereafter—  —  —  
   Total$35,257  $7,949  $43,206  
Long-term Purchase Commitment
The following table presents, by year, the future contractual purchase commitments as of December 31, 2019 (in thousands):
Total
2020$4,000  
Thereafter—  
   Total$4,000  
v3.19.3.a.u2
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2019
Equity [Abstract]  
Stock Option Activity
Stock option activity under the Plans is as follows:
Outstanding
options
Weighted-
average exercise
price
Weighted-
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
(thousands)
Balance as of December 31, 201718,701,267  $5.73  7.3$29,728  
Granted
6,824,057  12.68  
Exercised
(1,727,899) 4.69  16,816  
Cancelled
(1,784,828) 7.19  
Balance as of December 31, 201822,012,597  7.85  7.1439,382  
Granted
1,790,074  17.71  
Exercised
(6,465,360) 6.32  87,544  
Cancelled
(1,653,290) 10.88  
Balance as of December 31, 201915,684,021  9.28  6.3170,847  
Vested and exercisable as of December 31, 201812,462,693  5.75  5.6274,883  
Vested and expected to vest as of December 31, 201820,926,797  7.69  7.0421,047  
Vested and exercisable as of December 31, 20199,913,182  7.14  5.1129,341  
Vested and expected to vest as of December 31, 201915,197,994  9.16  6.3167,439  
Assumptions Used to Estimate the Fair Value of Stock Options
The following range of assumptions were used to estimate the fair value of stock options granted to employees:
Year Ended December 31,
201920182017
Expected dividend yield—  —  —  
Expected volatility
48.8 - 49.7%
43.5 - 48.2%
40.7 - 57.1%
Risk-free interest rate
1.32 - 2.58%
2.96 - 3.09%
1.92 - 2.1%
Expected term (years)
5.04 - 6.08
5.28 - 6.08
5.02 - 6.08
Assumptions Used to Estimate Purchase Rights under the ESPP
The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period:
Year Ended
December 31, 2019
Expected dividend yield—  
Expected volatility
43.26 - 58.89%
Risk-free interest rate
1.62 - 2.31%
Expected term (years)0.5
Restricted Stock Unit Activity
Restricted stock activity for the year ended December 31, 2019 is presented as follows:

Outstanding
RSUs and RSAs
Weighted-average grant date fair value per shareWeighted-
average
remaining
contractual
term (years)
Aggregate
intrinsic
value
(thousands)
Balance at December 31, 2017802,900  $8.65  
Awarded686,072  16.09  
Released(809,567) 
Cancelled(8,799) 31.79  
Balance at December 31, 2018670,606  24.71  
Awarded4,055,34420.38  
Released(437,844) 21.16  
Cancelled(490,587) 25.21  
Balance at December 31, 20193,797,519  20.44  1.8$76,596  
Vested and expected to vest as of December 31, 20193,126,182  20.46  1.663,055  
Vested and expected to vest as of December 31, 2018532,623  24.80  1.714,812  
v3.19.3.a.u2
Net Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Net Loss Per Share
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):
Year Ended December 31,
201920182017
Net loss $(68,760) $(64,078) $(38,547) 
Weighted-average shares used in computing net loss per share, basic and diluted 81,979  37,540  19,500  
Net loss per share, basic and diluted$(0.84) $(1.71) $(1.98) 
Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share
The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands):
December 31,
201920182017
Redeemable convertible preferred stock
(on an if-converted basis)
—  —  41,628  
Stock-options to purchase common stock 15,684  22,013  18,701  
Redeemable convertible preferred stock warrants —  —  618  
Restricted stock and restricted stock units4,347  686  803  
Early exercised options 19  56  115  
Total shares of potentially dilutive securities20,050  22,755  61,865  
v3.19.3.a.u2
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Loss Before the Provision For (Benefit From) Income Taxes
Loss before the provision for (benefit from) income taxes consisted of the following for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Domestic$(60,807) $(50,133) $(31,681) 
International(8,145) (12,795) (6,879) 
Total$(68,952) $(62,928) $(38,560) 
Components of Income Tax Provision (Benefit)
The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Current tax expense (benefit)
Federal
$(17) $234  $—  
State
93  (10) 109  
Foreign
112  823  278  
Total current tax expense (benefit)
188  1,047  387  
Deferred tax expense (benefit)
Federal
315  317  99  
State
171  153  55  
Foreign
(866) (367) (554) 
Total deferred tax expense (benefit)
(380) 103  (400) 
Total income tax provision (benefit)
$(192) $1,150  $(13) 
Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision
The reconciliation of the federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands):
Year Ended December 31,
201920182017
Federal tax benefit at statutory rate$(14,480) $(13,298) $(13,147) 
State tax93  (10) 2,009  
Foreign rate differential136  1,315  2,513  
Non-deductible permanent items(468) 4,129  1,142  
Stock-based compensation(9,850) (1,178) 1,950  
Tax credits(1,403) (922) (1,702) 
Change in valuation allowance25,780  11,114  (14,653) 
Tax Act-revaluation of deferred taxes—  —  21,875  
Total
$(192) $1,150  $(13) 
Deferred Tax Assets and Liabilities
The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands):
Year Ended December 31,
20192018
Deferred tax assets:
Net operating losses
$78,001  $50,154  
Accruals and reserves
3,514  7,725  
Tax credit carryforward
11,013  8,503  
Stock-based compensation
8,280  5,944  
Depreciation and amortization
4,381  4,735  
Total deferred tax assets
105,189  77,061  
Valuation allowance(104,298) (75,436) 
Net deferred tax assets
891  1,625  
Deferred tax liabilities:
Depreciation and amortization(2,550) (3,665) 
Net deferred taxes
$(1,659) $(2,040) 
Deferred Tax Asset Valuation Allowance The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands):
Balance, Beginning of PeriodCharged to Costs & ExpensesCharged to Other AccountsDeductionsBalance, end of Period
Year ended December 31, 2019
Deferred tax asset valuation allowance$75,436  29,576  (714) —  $104,298  
Year ended December 31, 2018
Deferred tax asset valuation allowance$58,748  13,243  3,445  —  $75,436  
Year ended December 31, 2017
Deferred tax asset valuation allowance$59,806  —  —  (1,058) $58,748  
Reconciliation of Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefit is as follows (in thousands):
Balance as of December 31, 2016$—  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year1,526  
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year3,970  
Balance as of December 31, 20175,496  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year1,744  
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year—  
Balance as of December 31, 20187,240  
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year2,584  
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year—  
Balance as of December 31, 2019$9,824  
v3.19.3.a.u2
Geographic Information (Tables)
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Net Revenue By Geography
The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands):
Year Ended December 31,
201920182017
United States$236,845  $211,705  $141,118  
International89,956  79,906  60,479  
Total net revenue$326,801  $291,611  $201,597  
v3.19.3.a.u2
Overview and Basis of Presentation (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Sep. 30, 2018
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
segment
shares
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
USD ($)
Class of Stock [Line Items]        
Aggregate net proceeds | $     $ 245,985  
Offering costs | $     5,450  
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) 41,628,207      
Increase in marketing and support expense | $ [1]   $ 102,874 83,428 $ 59,740
Decrease in general and administrative expense | $ [1]   $ (100,541) $ (80,134) (62,989)
Number of reportable segments | segment   1    
Number of operating segments | segment   1    
Reclassification Adjustment        
Class of Stock [Line Items]        
Increase in marketing and support expense | $   $ 13,600   4,600
Decrease in general and administrative expense | $   $ 13,600   $ 4,600
Series G Redeemable Convertible Preferred Stock        
Class of Stock [Line Items]        
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) 933,269      
Conversion of Redeemable Convertible Preferred Stock        
Class of Stock [Line Items]        
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares)     41,628,207  
IPO        
Class of Stock [Line Items]        
Offering price (in dollars per share) | $ / shares $ 23.00      
Aggregate net proceeds | $ $ 246,000      
Offering costs | $ $ 5,500      
Class A Common Stock | Common Stock        
Class of Stock [Line Items]        
Conversion of convertible stock (in shares)   43,255,565    
Class A Common Stock | IPO        
Class of Stock [Line Items]        
Shares issued in initial public offering (in shares) 11,500,000      
Offering price (in dollars per share) | $ / shares $ 23.00      
Class A Common Stock | Over-Allotment Option        
Class of Stock [Line Items]        
Shares issued in initial public offering (in shares) 1,500,000      
Class B Common Stock | Common Stock        
Class of Stock [Line Items]        
Conversion of convertible stock (in shares)   (43,255,565) 42,188,624  
Class B Common Stock | Common Stock | Conversion of Redeemable Convertible Preferred Stock        
Class of Stock [Line Items]        
Conversion of convertible stock (in shares) 42,188,624      
Class B Common Stock | Common Stock | Conversion of Warrants        
Class of Stock [Line Items]        
Conversion of convertible stock (in shares) 997,193      
[1]
(1) Includes stock-based compensation as follows (in thousands):
Year Ended December 31,
201920182017
Cost of net revenue$1,397  $429  $200  
Product development11,130  5,813  2,411  
Sales, marketing and support5,471  3,570  2,364  
General and administrative19,596  20,419  5,883  
v3.19.3.a.u2
Significant Accounting Policies - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jan. 01, 2019
Sep. 30, 2018
Dec. 31, 2016
Dec. 31, 2013
Significant Accounting Policies [Line Items]              
Contract liabilities $ 800,000            
Deferred tax assets 105,189,000 $ 77,061,000          
Deferred tax asset, valuation allowance 104,298,000 75,436,000 $ 58,748,000     $ 59,806,000  
Derecognition of build-to-suit asset and improvements             $ (22,300,000)
Operating lease costs 8,246,000            
Depreciation expense 5,950,000,000 5,201,000,000 4,073,000,000        
Interest expense 2,986,000 11,295,000 6,462,000        
Operating lease right-of-use assets 22,160,000            
Operating lease liabilities 25,277,000            
Deferred rent obligations and lease incentives   1,700,000          
Finance lease right-of-use assets 400,000            
Finance lease liabilities 700,000            
Cash and cash equivalents 420,712,000 437,892,000 188,986,000        
Funds receivable 54,896,000 58,697,000          
Goodwill impairment charges $ 0 0          
Accounts payable, unremitted ticket sale proceeds, net of fees and taxes 5 days            
Advertising expense $ 4,600,000 1,600,000 1,900,000        
Deferred offering costs         $ 5,500,000    
Foreign currency remeasurement gain (loss) 1,100,000 (7,400,000) $ 3,100,000        
San Francisco Office Lease              
Significant Accounting Policies [Line Items]              
Operating lease right-of-use assets 5,953,000            
Tickets Sold on Behalf of Creators              
Significant Accounting Policies [Line Items]              
Funds receivable 51,100,000 54,800,000          
Creator Cash              
Significant Accounting Policies [Line Items]              
Cash and cash equivalents 257,300,000 $ 217,400,000          
ASU 2014-09              
Significant Accounting Policies [Line Items]              
Cumulative-effect adjustment to opening accumulated deficit       $ (600,000)      
ASU 2014-09 | Accumulated Deficit              
Significant Accounting Policies [Line Items]              
Cumulative-effect adjustment to opening accumulated deficit       (600,000)      
ASU 2016-02              
Significant Accounting Policies [Line Items]              
Cumulative-effect adjustment to opening accumulated deficit       (771,000)      
Derecognition of build-to-suit asset and improvements       26,700,000      
Derecognition of lease financing obligation       28,900,000      
Operating lease right-of-use assets       25,700,000      
Operating lease liabilities       29,700,000      
Finance lease right-of-use assets       400,000      
Finance lease liabilities       500,000      
Deferred tax liability related to right-of-use asset       2,500,000      
Deferred tax liability related to lease asset       3,000,000.0      
ASU 2016-02 | San Francisco Office Lease              
Significant Accounting Policies [Line Items]              
Operating lease costs 3,700,000            
Depreciation expense (500,000)            
Interest expense $ (3,300,000)            
Operating lease right-of-use assets       10,130,000      
ASU 2016-02 | Accumulated Deficit              
Significant Accounting Policies [Line Items]              
Cumulative-effect adjustment to opening accumulated deficit       $ (771,000)      
v3.19.3.a.u2
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Accounting Policies [Abstract]        
Cash and cash equivalents $ 420,712 $ 437,892 $ 188,986  
Restricted cash 2,228 1,508 3,235  
Total cash, cash equivalents and restricted cash $ 422,940 $ 439,400 $ 192,221 $ 143,538
v3.19.3.a.u2
Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details)
12 Months Ended
Dec. 31, 2019
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
v3.19.3.a.u2
Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Receivables [Abstract]    
Accounts receivable, customers $ 4,979 $ 5,651
Allowance for doubtful accounts (2,047) (1,582)
Accounts receivable, net $ 2,932 $ 4,069
v3.19.3.a.u2
Creator Signing Fees, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Revenue from Contract with Customer [Abstract]      
Creator signing fees, amortization period 3 years 6 months    
Amortization of creator signing fees $ 10,858 $ 7,086 $ 4,314
Activity in creator signing fees:      
Balance, beginning of period 17,005 10,421  
Creator signing fees paid 21,216 15,973  
Amortization of creator signing fees (10,858) (7,086) (4,314)
Write-offs and other adjustments (1,056) (2,303)  
Balance, end of period 26,307 17,005 $ 10,421
Creator signing fees, net 9,597 7,324  
Creator signing fees, noncurrent $ 16,710 $ 9,681  
v3.19.3.a.u2
Creator Advances, Net (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Activity In Notes, Loans And Financing Receivable [Roll Forward]    
Balance, beginning of period $ 23,142 $ 20,076
Creator advances paid 36,081 21,466
Creator advances recouped (30,396) (16,158)
Write-offs and other adjustments (5,623) (2,774)
Balance, end of period 23,204 23,142
Creator advances, net 22,282 21,255
Creator advances, noncurrent $ 922 1,887
Ticketea    
Activity In Notes, Loans And Financing Receivable [Roll Forward]    
Acquired with transaction   $ 532
v3.19.3.a.u2
Property, Plant and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross   $ 88,795
Finance lease right-of-use assets $ 1,005  
Property, plant and equipment, gross 72,289  
Less: Accumulated depreciation and amortization   (44,576)
Less: Accumulated depreciation and amortization (52,554)  
Property, plant and equipment, net   44,219
Property, plant and equipment, net 19,735  
Building and improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 0 33,277
Capitalized internal-use software development costs    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 44,194 35,201
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 3,861 3,557
Computers and computer equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 14,836 11,676
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 8,393 $ 5,084
v3.19.3.a.u2
Property, Plant and Equipment, Net - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jan. 01, 2019
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, gross   $ 88,795    
Finance lease right-of-use assets $ 400      
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized 1,300 600 $ 600  
ASU 2016-02        
Property, Plant and Equipment [Line Items]        
Finance lease right-of-use assets       $ 400
Building and improvements        
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, gross 0 33,277    
Building and improvements | ASU 2016-02        
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, gross       $ (33,300)
Leasehold improvements        
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, gross 8,393 $ 5,084    
Leasehold improvements | ASU 2016-02        
Property, Plant and Equipment [Line Items]        
Property, plant and equipment, gross $ 1,400      
v3.19.3.a.u2
Property, Plant and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Property, Plant and Equipment [Abstract]      
Depreciation expense $ 5,950,000 $ 5,201,000 $ 4,073,000
Capitalized internal-use software development costs 8,993 7,809 6,725
Amortization of capitalized internal-use software development costs $ 7,562 $ 6,240 $ 5,102
v3.19.3.a.u2
Leases - Narrative (Details)
$ in Thousands
1 Months Ended 12 Months Ended
Dec. 31, 2013
USD ($)
ft²
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Lessee, Lease, Description [Line Items]        
Area of office space (in square feet) | ft² 97,624      
Initial built-to-suit lease term 7 years      
Renewal term 3 years      
Tenant improvement reimbursement allowance $ 6,400      
Capital lease asset $ 22,300      
Land lease expense     $ 900 $ 900
Interest expense related to build-to-suit lease     3,400 3,500
Operating lease right-of-use assets   $ 22,160    
Operating lease liabilities   25,277    
Operating lease liabilities   9,115    
Operating lease liabilities, noncurrent   16,162    
Finance lease right-of-use assets   400    
Finance lease liabilities   700    
Cash payments for operating lease liabilities   $ 9,100    
Weighted-average remaining operating lease term   4 years 6 months    
Weighted-average discount rate on operating leases   370.00%    
Rent expense from operating leases     3,000 2,100
Sublease income     $ 3,600 $ 3,100
Finance lease liabilities, current   $ 400    
Finance lease liabilities, noncurrent   300    
Cash payments for finance lease liabilities   $ 290    
Minimum        
Lessee, Lease, Description [Line Items]        
Remaining lease terms   1 year    
Maximum        
Lessee, Lease, Description [Line Items]        
Remaining lease terms   10 years    
Building        
Lessee, Lease, Description [Line Items]        
Estimated useful life 30 years      
v3.19.3.a.u2
Leases - Adoption Effect of the Derecognition of Build-to-Suit Lease Assets and Recognition of Operating Lease Right-of-Use Assets and Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Jan. 01, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Property, plant and equipment, net $ 19,735    
Property, plant and equipment, net     $ 44,219
Other accrued liabilities 19,196   15,726
Build-to-suit lease financing obligation     28,510
Operating lease right-of-use assets 22,160    
Operating lease liabilities 9,115    
Operating lease liabilities, noncurrent 16,162    
Accumulated deficit (372,826)   (302,695)
San Francisco Office Lease      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Property, plant and equipment, net 814    
Property, plant and equipment, net     28,101
Other accrued liabilities 0   552
Build-to-suit lease financing obligation     28,510
Operating lease right-of-use assets 5,953    
Operating lease liabilities 5,580    
Operating lease liabilities, noncurrent 1,446    
Accumulated deficit $ 135   $ 0
ASU 2016-02      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Operating lease right-of-use assets   $ 25,700  
ASU 2016-02 | San Francisco Office Lease      
New Accounting Pronouncements or Change in Accounting Principle [Line Items]      
Property, plant and equipment, net   (26,676)  
Other accrued liabilities   (552)  
Build-to-suit lease financing obligation   (28,510)  
Operating lease right-of-use assets   10,130  
Operating lease liabilities   5,167  
Operating lease liabilities, noncurrent   7,026  
Accumulated deficit   $ 135  
v3.19.3.a.u2
Leases - Components of Operating Lease Costs (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Leases [Abstract]  
Operating lease costs $ 8,246
Sublease income (3,933)
Total operating lease costs, net $ 4,313
v3.19.3.a.u2
Leases - Maturities of Operating Lease Liabilities (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Leases [Abstract]  
2020 $ 9,766
2021 4,967
2022 3,352
2023 3,081
2024 2,035
Thereafter 4,161
Total operating lease payments 27,362
Less: Imputed interest 2,085
Total operating lease liabilities $ 25,277
v3.19.3.a.u2
Leases - Future Minimum Lease Payments and Sublease Rental Payments under Noncancelable Operating Leases (Details)
$ in Thousands
Dec. 31, 2018
USD ($)
Leases [Abstract]  
2019 $ 4,115
2020 4,129
2021 2,645
2022 1,678
2023 1,483
Thereafter 3,770
Total minimum payments 17,820
Less: Amount representing interest and taxes (7,564)
Total $ 10,256
v3.19.3.a.u2
Acquisitions - 2018 Acquisitions, Narrative (Details) - USD ($)
shares in Thousands, $ in Millions
1 Months Ended 12 Months Ended
Aug. 31, 2018
Apr. 30, 2018
Dec. 31, 2018
Business Acquisition [Line Items]      
Consideration transferred   $ 11.4  
Picatic      
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
Ticketea      
Business Acquisition [Line Items]      
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  
v3.19.3.a.u2
Acquisitions - 2018 Acquisitions Asset Allocation (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Aug. 31, 2018
Apr. 30, 2018
Dec. 31, 2017
Dec. 31, 2016
Business Acquisition [Line Items]            
Cash     $ 18,012      
Funds and accounts receivable     1,068      
Creator advances     532      
Prepaid expenses and other current assets     181      
Property and equipment     42      
Other noncurrent assets     28      
Accounts payable, creators     (19,671)      
Other current liabilities     (650)      
Intangible assets     3,601      
Goodwill $ 170,560 $ 170,560 11,156   $ 158,766 $ 9,725
Total purchase price     14,299      
Picatic            
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     (121)      
Intangible assets     507      
Goodwill     2,219      
Total purchase price     $ 2,862      
Ticketea            
Business Acquisition [Line Items]            
Cash       $ 17,852    
Funds and accounts receivable       1,058    
Creator advances       532    
Prepaid expenses and other current assets       94    
Property and equipment       42    
Other noncurrent assets       28    
Accounts payable, creators       (19,671)    
Other current liabilities       (529)    
Intangible assets       3,094    
Goodwill       8,937    
Total purchase price       $ 11,437    
v3.19.3.a.u2
Acquisitions - 2018 Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
1 Months Ended
Aug. 31, 2018
Apr. 30, 2018
Picatic    
Business Acquisition [Line Items]    
Acquired intangible assets $ 507  
Ticketea    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 3,094
Customer relationships | Picatic    
Business Acquisition [Line Items]    
Acquired intangible assets $ 507  
Weighted-average remaining useful life 2 years 6 months  
Customer relationships | Ticketea    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 2,475
Weighted-average remaining useful life   5 years
Developed technology | Picatic    
Business Acquisition [Line Items]    
Acquired intangible assets $ 0  
Developed technology | Ticketea    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 619
Weighted-average remaining useful life   1 year
v3.19.3.a.u2
Acquisitions - 2017 Acquisitions, Narrative (Details) - USD ($)
$ in Thousands, shares in Millions
1 Months Ended 12 Months Ended
Apr. 30, 2018
Mar. 31, 2018
Sep. 30, 2017
Jan. 31, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Business Acquisition [Line Items]              
Consideration transferred $ 11,400            
Repayment of long-term debt         $ 73,594 $ 111,071 $ 7,788
Loss on debt extinguishment         (1,742) (178) 0
Net loss         $ 68,760 $ 64,078 38,547
Convertible Notes Payable | Promissory Note              
Business Acquisition [Line Items]              
Term of debt instrument     5 years        
Annual interest rate     6.50%        
Aggregate principal amount   $ 50,000          
Repayment of long-term debt   34,700          
Repayments of principal   33,000          
Payments of interest   1,700          
Loss on debt extinguishment   $ 17,000          
TSTM Group Limited              
Business Acquisition [Line Items]              
Percentage of interests acquired       100.00%      
Consideration transferred       $ 33,400      
Payments to acquire businesses       7,700      
Consideration transferred liabilities incurred       $ 7,500      
Shares issued as consideration (in shares)       2.7      
Number of options issued as consideration (in shares)       0.3      
Acquisition costs       $ 1,200      
Ticketfly, LLC              
Business Acquisition [Line Items]              
Percentage of interests acquired     100.00%        
Consideration transferred     $ 201,100        
Payments to acquire businesses     151,100        
Consideration transferred liabilities incurred     $ 50,000        
Acquisition costs             $ 500
v3.19.3.a.u2
Acquisitions - 2017 Acquisition Asset Allocation (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Aug. 31, 2018
Dec. 31, 2017
Sep. 30, 2017
Jan. 31, 2017
Dec. 31, 2016
Business Acquisition [Line Items]              
Funds and accounts receivable     $ 1,068        
Creator advances     532        
Prepaid expenses and other current assets     181        
Property and equipment     42        
Other noncurrent assets     28        
Accounts payable, creators     (19,671)        
Other current liabilities     (650)        
Intangible assets     3,601        
Goodwill $ 170,560 $ 170,560 11,156 $ 158,766     $ 9,725
Total purchase price     $ 14,299        
Total              
Business Acquisition [Line Items]              
Cash and restricted cash       26,831      
Funds and accounts receivable       8,471      
Creator advances       8,567      
Prepaid expenses and other current assets       1,455      
Property and equipment       3,044      
Other noncurrent assets       253      
Accounts payable, creators       (37,859)      
Other current liabilities       (2,974)      
Accrued taxes       (7,978)      
Deferred tax liabilities       (2,401)      
Intangible assets       88,100      
Goodwill       149,041      
Total purchase price       $ 234,550      
Ticketfly, LLC              
Business Acquisition [Line Items]              
Cash and restricted cash         $ 23,339    
Funds and accounts receivable         4,263    
Creator advances         8,567    
Prepaid expenses and other current assets         1,213    
Property and equipment         2,619    
Other noncurrent assets         15    
Accounts payable, creators         (29,909)    
Other current liabilities         (2,138)    
Accrued taxes         (6,179)    
Deferred tax liabilities         0    
Intangible assets         76,300    
Goodwill         123,011    
Total purchase price         $ 201,101    
TSTM Group Limited              
Business Acquisition [Line Items]              
Cash and restricted cash           $ 3,492  
Funds and accounts receivable           4,208  
Creator advances           0  
Prepaid expenses and other current assets           242  
Property and equipment           425  
Other noncurrent assets           238  
Accounts payable, creators           (7,950)  
Other current liabilities           (836)  
Accrued taxes           (1,799)  
Deferred tax liabilities           (2,401)  
Intangible assets           11,800  
Goodwill           26,030  
Total purchase price           $ 33,449  
v3.19.3.a.u2
Acquisitions - 2017 Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
1 Months Ended
Sep. 30, 2017
Jan. 31, 2017
Ticketfly    
Business Acquisition [Line Items]    
Acquired intangible assets $ 76,300  
ticketscript    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 11,800
Customer relationships | Ticketfly    
Business Acquisition [Line Items]    
Acquired intangible assets $ 60,500  
Weighted-average remaining useful life 8 years  
Customer relationships | ticketscript    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 10,600
Weighted-average remaining useful life   5 years
Developed technology | Ticketfly    
Business Acquisition [Line Items]    
Acquired intangible assets $ 14,500  
Weighted-average remaining useful life 1 year 3 months 18 days  
Developed technology | ticketscript    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 1,100
Weighted-average remaining useful life   1 year
Trademark | Ticketfly    
Business Acquisition [Line Items]    
Acquired intangible assets $ 1,300  
Weighted-average remaining useful life 1 year 3 months 18 days  
Trademark | ticketscript    
Business Acquisition [Line Items]    
Acquired intangible assets   $ 100
Weighted-average remaining useful life   1 year
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net - Changes in the Carrying Amounts of Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Goodwill [Roll Forward]      
Balance $ 170,560 $ 158,766 $ 9,725
Additions from acquisitions   11,023 149,041
Measurement period and other adjustments 771    
Balance $ 170,560 $ 170,560 $ 158,766
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Acquired intangible assets, net:    
Cost $ 95,180 $ 95,180
Accumulated amortization 46,022 35,207
Total expected future amortization expense 49,158 59,973
Developed technology    
Acquired intangible assets, net:    
Cost 19,096 19,096
Accumulated amortization 19,062 18,628
Total expected future amortization expense $ 34 $ 468
Weighted- average remaining useful life 2 months 12 days 9 months 18 days
Customer relationships    
Acquired intangible assets, net:    
Cost $ 74,484 $ 74,484
Accumulated amortization 25,360 14,979
Total expected future amortization expense $ 49,124 $ 59,505
Weighted- average remaining useful life 5 years 2 months 12 days 6 years 2 months 12 days
Tradenames    
Acquired intangible assets, net:    
Cost $ 1,600 $ 1,600
Accumulated amortization 1,600 1,600
Total expected future amortization expense $ 0 $ 0
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]      
Amortization of acquired intangible assets $ 10,815 $ 23,168 $ 10,243
Cost of net revenue      
Finite-Lived Intangible Assets [Line Items]      
Amortization of acquired intangible assets 434 11,834 5,083
Sales, marketing and support      
Finite-Lived Intangible Assets [Line Items]      
Amortization of acquired intangible assets 10,381 10,236 4,570
General and administrative      
Finite-Lived Intangible Assets [Line Items]      
Amortization of acquired intangible assets $ 0 $ 1,098 $ 590
v3.19.3.a.u2
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]    
2020 $ 10,443  
2021 10,197  
2022 8,202  
2023 7,709  
Thereafter 12,607  
Total expected future amortization expense $ 49,158 $ 59,973
v3.19.3.a.u2
Term Loans and Debt - Narrative (Details) - USD ($)
1 Months Ended 12 Months Ended
Sep. 30, 2019
Sep. 30, 2018
May 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Sep. 30, 2022
Sep. 30, 2021
Sep. 30, 2020
Jun. 30, 2017
Debt Instrument [Line Items]                    
Gain on term loan embedded derivative         $ 2,100,000          
Loss on debt extinguishment       $ (1,742,000) (178,000) $ 0        
Payment of debt arrangement fees   $ 1,100,000                
Payment of debt upfront fees   300,000                
Long-term debt       $ 0            
Term Loan | Line of Credit                    
Debt Instrument [Line Items]                    
Long-term debt         72,722,000          
Term Loan | Line of Credit | Western Technology Investments Loan Facilites                    
Debt Instrument [Line Items]                    
Period for which monthly payments of interest due       24 months            
Period for which monthly payments of interest and principal due       30 months            
Loss on debt extinguishment         $ (17,200,000)          
Term Loan | Line of Credit | First Western Technology Investments Loan Facility                    
Debt Instrument [Line Items]                    
Maximum borrowing capacity                   $ 60,000,000.0
Term Loan | Line of Credit | Second Western Technology Investments Loan Facility                    
Debt Instrument [Line Items]                    
Maximum borrowing capacity     $ 15,000,000.0              
Period for which monthly payments of interest due     24 months              
Prepayment covenant period following consummation of IPO     15 days              
Prepayment covenant percentage of interest incurred through the end of 24 months due     50.00%              
Term Loan | Line of Credit | Senior Secured Credit Facility                    
Debt Instrument [Line Items]                    
Aggregate principal amount   75,000,000.0                
Proceeds from issuance of debt   $ 73,600,000                
Loan amortization rate 7.50% 7.50%                
Commitment fee rate   0.40%                
Term Loan | Line of Credit | Senior Secured Credit Facility | Forecast                    
Debt Instrument [Line Items]                    
Loan amortization rate             10.00% 10.00% 10.00%  
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility                    
Debt Instrument [Line Items]                    
Loss on debt extinguishment       $ (1,700,000)            
Aggregate principal amount   $ 75,000,000.0                
Repayment of debt $ 63,000,000.0                  
Principal balance repaid 62,200,000                  
Accrued interest and fees repaid $ 800,000                  
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | LIBOR | Minimum                    
Debt Instrument [Line Items]                    
Basis spread on variable rate   2.25%                
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | LIBOR | Maximum                    
Debt Instrument [Line Items]                    
Basis spread on variable rate   2.75%                
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | Base Rate | Minimum                    
Debt Instrument [Line Items]                    
Basis spread on variable rate   1.25%                
Revolving Credit Facility | Line of Credit | Senior Secured Credit Facility | Base Rate | Maximum                    
Debt Instrument [Line Items]                    
Basis spread on variable rate   1.75%                
v3.19.3.a.u2
Term Loans and Debt - Key Terms and Details of Term Loan Borrowings (Details) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
May 31, 2018
Mar. 31, 2018
Sep. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Debt Instrument [Line Items]            
Proceeds from term loans       $ 0 $ 118,578 $ 30,000
Term Loan | Line of Credit | First WTI Facility due February 2022            
Debt Instrument [Line Items]            
Proceeds from term loans     $ 30,000      
Contractual interest rate     11.50%      
Effective interest rate     15.90%      
Term Loan | Line of Credit | First WTI Facility due September 2022            
Debt Instrument [Line Items]            
Proceeds from term loans   $ 30,000        
Contractual interest rate   11.80%        
Effective interest rate   14.80%        
Term Loan | Line of Credit | Second WTI Facility due November 2022            
Debt Instrument [Line Items]            
Proceeds from term loans $ 15,000          
Contractual interest rate 12.00%          
Effective interest rate 14.70%          
v3.19.3.a.u2
Term Loans and Debt - Summary of Term Loans (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Debt Instrument [Line Items]    
Total term loan, net $ 0  
Line of Credit | Term Loan    
Debt Instrument [Line Items]    
Outstanding principal balance   $ 73,594,000
Less: Unamortized discount and debt issuance costs   (872,000)
Total term loan, net   72,722,000
Current portion of term loans   5,635,000
Term loans   $ 67,087,000
v3.19.3.a.u2
Commitments and Contingencies - Future Creator Payments Committed to under Contract but Not Yet Paid (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Future creator payments  
2020 $ 23,140
2021 12,755
2022 4,381
2023 2,930
Thereafter 0
Total 43,206
Creator Advances  
Future creator payments  
2020 17,229
2021 11,220
2022 4,108
2023 2,700
Thereafter 0
Total 35,257
Creator Signing Fees  
Future creator payments  
2020 5,911
2021 1,535
2022 273
2023 230
Thereafter 0
Total $ 7,949
v3.19.3.a.u2
Commitments and Contingencies - Purchase Commitments (Details)
$ in Millions
Dec. 31, 2019
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
2020 $ 4.0
Thereafter 0.0
Total $ 4.0
v3.19.3.a.u2
Commitments and Contingencies - Litigation and Loss Contingencies (Details) - USD ($)
$ in Millions
Jul. 16, 2019
Dec. 31, 2019
Dec. 31, 2018
Commitments and Contingencies Disclosure [Abstract]      
Refunds issued to ticket buyers $ 4.0    
Loss contingency accrual   $ 14.8 $ 19.2
Estimate of possible loss attributable to potential interest and penalties   $ 1.4 $ 1.2
v3.19.3.a.u2
Redeemable Convertible Preferred Stock Warrants (Details) - USD ($)
1 Months Ended 12 Months Ended
May 31, 2018
Mar. 31, 2018
Sep. 30, 2017
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jun. 30, 2017
Class of Warrant or Right [Line Items]              
Proceeds from term loans       $ 0 $ 118,578,000 $ 30,000,000  
Exercise price of Series G redeemable convertible preferred stock warrants (in dollars per share) $ 16.3836            
Expiration period 10 years            
Change in fair value of redeemable convertible preferred stock warrant liability       $ 0 $ 9,591,000 $ 2,200,000  
Line of Credit | Term Loan | First WTI Facility due February 2022              
Class of Warrant or Right [Line Items]              
Proceeds from term loans     $ 30,000,000.0        
Line of Credit | Term Loan | First WTI Facility due September 2022              
Class of Warrant or Right [Line Items]              
Proceeds from term loans   $ 30,000,000.0          
June 2017 Preferred Stock Warrants              
Class of Warrant or Right [Line Items]              
Outstanding warrants to purchase Series G redeemable preferred stock (in shares)             411,991
September 2017 Preferred Stock Warrants              
Class of Warrant or Right [Line Items]              
Outstanding warrants to purchase Series G redeemable preferred stock (in shares)     205,995        
March 2018 Preferred Stock Warrants              
Class of Warrant or Right [Line Items]              
Outstanding warrants to purchase Series G redeemable preferred stock (in shares)   205,995          
May 2018 Preferred Stock Warrants              
Class of Warrant or Right [Line Items]              
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) 109,288            
v3.19.3.a.u2
Stockholders' Equity - Redeemable Convertible Preferred Stock (Details) - $ / shares
1 Months Ended 12 Months Ended
Sep. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Class of Stock [Line Items]      
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares) 41,628,207    
IPO      
Class of Stock [Line Items]      
Offering price (in dollars per share) $ 23.00    
Series G Redeemable Convertible Preferred Stock      
Class of Stock [Line Items]      
Outstanding warrants to purchase Series G redeemable preferred stock (in shares) 933,269    
Conversion of Redeemable Convertible Preferred Stock      
Class of Stock [Line Items]      
Conversion of redeemable convertible preferred stock in connection with initial public offering (in shares)     41,628,207
Class B Common Stock | Common Stock      
Class of Stock [Line Items]      
Conversion of convertible stock (in shares)   (43,255,565) 42,188,624
Class B Common Stock | Conversion of Redeemable Convertible Preferred Stock | Common Stock      
Class of Stock [Line Items]      
Conversion of convertible stock (in shares) 42,188,624    
Class B Common Stock | Conversion of Warrants | Common Stock      
Class of Stock [Line Items]      
Conversion of convertible stock (in shares) 997,193    
v3.19.3.a.u2
Stockholders' Equity - Common Stock (Details)
$ in Millions
1 Months Ended 12 Months Ended
Mar. 31, 2019
shares
Aug. 31, 2018
shares
Dec. 31, 2019
USD ($)
vote
shares
Dec. 31, 2018
USD ($)
shares
Dec. 31, 2017
shares
Dec. 31, 2010
shares
Dec. 31, 2004
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Shares issued and outstanding (in shares)     15,684,021 22,012,597 18,701,267    
2004 Plan, 2010 Plan and 2018 Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Shares issued and outstanding (in shares)     15,684,021        
Number of shares available for grant (in shares)     11,196,350        
2004 Plan, 2010 Plan and 2018 Plan | Stock Options              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period     4 years        
Expiration period     10 years        
2004 Stock Option Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Common stock reserved for future issuance (in shares)             6,000,000
2010 Stock Option Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Common stock reserved for future issuance (in shares)           30,663,761  
2018 Stock Option and Incentive Plan | Class A Common Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Common stock reserved for future issuance (in shares)   7,672,600 5,956,644        
Number of votes per share | vote     1        
2018 Stock Option and Incentive Plan | Class B Common Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of votes per share | vote     10        
2018 Employee Stock Purchase Plan | Employee Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Employee earnings contributed to ESPP (up to)   15.00%          
Percent of fair market value at which employee's may purchase stock   85.00%          
Stock-based compensation expense | $     $ 1.2 $ 0.4      
2018 Employee Stock Purchase Plan | Employee Stock | Class A Common Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Common stock reserved for future issuance (in shares) 2,318,083 1,534,500 2,046,789        
Issuance common stock for ESPP Purchase (in shares)     271,294 0      
Additional shares reserved for future issuance (in shares) 783,583            
v3.19.3.a.u2
Stockholders' Equity - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Outstanding options      
Balance (in shares) 22,012,597 18,701,267  
Granted (in shares) 1,790,074 6,824,057  
Exercised (in shares) (6,465,360) (1,727,899)  
Cancelled (in shares) (1,653,290) (1,784,828)  
Balance (in shares) 15,684,021 22,012,597 18,701,267
Vested and exercisable (in shares) 9,913,182 12,462,693  
Vested and expected to vest (in shares) 15,197,994 20,926,797  
Weighted- average exercise price      
Balance (in dollars per share) $ 7.85 $ 5.73  
Granted (in dollars per share) 17.71 12.68  
Exercised (in dollars per share) 6.32 4.69  
Cancelled (in dollars per share) 10.88 7.19  
Balance (in dollars per share) 9.28 7.85 $ 5.73
Vested and exercisable (in dollars per share) 7.14 5.75  
Vested and expected to vest (in dollars per share) $ 9.16 $ 7.69  
Weighted- average remaining contractual term      
Outstanding 6 years 3 months 18 days 7 years 1 month 6 days 7 years 3 months 18 days
Vested and exercisable 5 years 1 month 6 days 5 years 7 months 6 days  
Vested and expected to vest 6 years 3 months 18 days 7 years  
Aggregate intrinsic value      
Outstanding $ 170,847 $ 439,382 $ 29,728
Exercised 87,544 16,816  
Vested and exercisable 129,341 274,883  
Vested and expected to vest $ 167,439 $ 421,047  
v3.19.3.a.u2
Stockholders' Equity - Common Stock Subject to Repurchase (Details) - USD ($)
$ in Millions
Dec. 31, 2019
Dec. 31, 2018
Equity [Abstract]    
Common stock subject to repurchase related to stock options (in shares) 18,665 55,537
Liability related to early exercises of stock options $ 0.2 $ 0.4
v3.19.3.a.u2
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00% 0.00% 0.00%
Stock Options | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 48.80% 43.50% 40.70%
Risk-free interest rate 1.32% 2.96% 1.92%
Expected term 5 years 14 days 5 years 3 months 10 days 5 years 7 days
Stock Options | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 49.70% 48.20% 57.10%
Risk-free interest rate 2.58% 3.09% 2.10%
Expected term 6 years 29 days 6 years 29 days 6 years 29 days
Employee Stock      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00%    
Expected term 6 months    
Employee Stock | Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 43.26%    
Risk-free interest rate 1.62%    
Employee Stock | Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 58.89%    
Risk-free interest rate 2.31%    
v3.19.3.a.u2
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($)
$ / shares in Units, $ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
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) $ 8.57 $ 8.16 $ 3.25
Compensation expense not yet recognized $ 38.2 $ 51.3  
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Weighted-average recognition period for unrecognized stock-based compensation 2 years 4 months 20 days 2 years 8 months 23 days  
v3.19.3.a.u2
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Outstanding RSUs and RSAs    
Released (in shares) (437,844)  
Weighted-average grant date fair value per share    
Released (in dollars per share) $ 21.16  
Restricted Stock Units    
Outstanding RSUs and RSAs    
Balance (in shares) 670,606 802,900
Awarded (in shares) 4,055,344 686,072
Released (in shares)   (809,567)
Cancelled (in shares) (490,587) (8,799)
Balance (in shares) 3,797,519 670,606
Vested and and expected to vest (in shares) 3,126,182 532,623
Weighted-average grant date fair value per share    
Balance (in dollars per share) $ 24.71 $ 8.65
Awarded (in dollars per share) 20.38 16.09
Cancelled (in dollars per share) 25.21 31.79
Balance (in dollars per share) 20.44 24.71
Vested and expected to vest (in dollars per share) $ 20.46 $ 24.80
Weighted-average remaining contractual term    
Balance 1 year 9 months 18 days  
Vested and expected to vest 1 year 7 months 6 days 1 year 8 months 12 days
Aggregate intrinsic value    
Balance $ 76,596  
Vested and expected to vest $ 63,055 $ 14,812
v3.19.3.a.u2
Stockholders' Equity - Restricted Stock Units (Details) - Restricted Stock Units - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense $ 14.2  
Total unrecognized stock-based compensation $ 57.3  
Weighted-average recognition period for unrecognized stock-based compensation 3 years 4 months 28 days  
IPO    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Stock-based compensation expense   $ 6.9
v3.19.3.a.u2
Stockholders' Equity - Sales of the Company's Stock (Details)
$ / shares in Units, $ in Millions
1 Months Ended
May 31, 2018
USD ($)
$ / shares
shares
Sale of Company Stock by Employees and Former Employees  
Class of Stock [Line Items]  
Common stock sold by employees and former employees (in shares) | shares 1,300,000
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
v3.19.3.a.u2
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Earnings Per Share [Abstract]      
Net loss $ (68,760) $ (64,078) $ (38,547)
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) 81,979 37,540 19,500
Net loss per share, basic and diluted (in dollars per share) $ (0.84) $ (1.71) $ (1.98)
v3.19.3.a.u2
Net Loss Per Share - Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 20,050 22,755 61,865
Redeemable convertible preferred stock (on an if-converted basis)      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 0 0 41,628
Stock-options to purchase common stock      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 15,684 22,013 18,701
Redeemable convertible preferred stock warrants      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 0 0 618
Restricted stock and restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 4,347 686 803
Early exercised options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 19 56 115
v3.19.3.a.u2
Income Taxes - Loss Before the Provision For (Benefit From) Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]      
Domestic $ (60,807) $ (50,133) $ (31,681)
International (8,145) (12,795) (6,879)
Loss before income taxes $ (68,952) $ (62,928) $ (38,560)
v3.19.3.a.u2
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Current tax expense (benefit)      
Federal $ (17) $ 234 $ 0
State 93 (10) 109
Foreign 112 823 278
Total current tax expense (benefit) 188 1,047 387
Deferred tax expense (benefit)      
Federal 315 317 99
State 171 153 55
Foreign (866) (367) (554)
Total deferred tax expense (benefit) (380) 103 (400)
Total income tax provision (benefit) $ (192) $ 1,150 $ (13)
v3.19.3.a.u2
Income Taxes - Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Tax Disclosure [Abstract]      
Federal tax benefit at statutory rate $ (14,480) $ (13,298) $ (13,147)
State tax 93 (10) 2,009
Foreign rate differential 136 1,315 2,513
Non-deductible permanent items (468) 4,129 1,142
Stock-based compensation (9,850) (1,178) 1,950
Tax credits (1,403) (922) (1,702)
Change in valuation allowance 25,780 11,114 (14,653)
Tax Act-revaluation of deferred taxes 0 0 21,875
Total income tax provision (benefit) $ (192) $ 1,150 $ (13)
v3.19.3.a.u2
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Deferred tax assets:        
Net operating losses $ 78,001 $ 50,154    
Accruals and reserves 3,514 7,725    
Tax credit carryforward 11,013 8,503    
Stock-based compensation 8,280 5,944    
Depreciation and amortization 4,381 4,735    
Total deferred tax assets 105,189 77,061    
Valuation allowance (104,298) (75,436) $ (58,748) $ (59,806)
Net deferred tax assets 891 1,625    
Deferred tax liabilities:        
Depreciation and amortization (2,550) (3,665)    
Net deferred taxes $ (1,659) $ (2,040)    
v3.19.3.a.u2
Income Taxes - Narrative (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2016
Income Taxes [Line Items]        
Deferred tax asset, valuation allowance $ 104,298,000 $ 75,436,000 $ 58,748,000 $ 59,806,000
Unrecognized tax benefits 9,824,000 7,240,000 $ 5,496,000 $ 0
Unrecognized tax benefits recorded as deferred tax asset reduction 9,800,000      
Unrecognized tax benefits, income tax penalties and interest accrued 0 0    
EZ Hiring Credit        
Income Taxes [Line Items]        
Tax credit carryforward 2,200,000 2,200,000    
Federal        
Income Taxes [Line Items]        
Operating loss carryforward 251,000,000.0 152,100,000    
Federal | Research and Development Credit        
Income Taxes [Line Items]        
Tax credit carryforward 10,600,000      
State        
Income Taxes [Line Items]        
Operating loss carryforward 70,300,000 49,600,000    
State | Research and Development Credit        
Income Taxes [Line Items]        
Tax credit carryforward 9,000,000.0      
Foreign        
Income Taxes [Line Items]        
Operating loss carryforward 13,500,000 12,200,000    
Tax credit carryforward $ 200,000 $ 100,000    
v3.19.3.a.u2
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Valuation Allowance, Deferred Tax Asset [Roll Forward]      
Balance, Beginning of Period $ 75,436 $ 58,748 $ 59,806
Charged to Costs & Expenses 29,576 13,243 0
Charged to Other Accounts (714) 3,445 0
Deductions 0 0 (1,058)
Balance, end of Period $ 104,298 $ 75,436 $ 58,748
v3.19.3.a.u2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Unrecognized tax benefits $ 7,240 $ 5,496 $ 0
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,584 1,744 1,526
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year     3,970
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year 0 0  
Unrecognized tax benefits $ 9,824 $ 7,240 $ 5,496
v3.19.3.a.u2
Geographic Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Net revenue $ 326,801 $ 291,611 $ 201,597
United States      
Segment Reporting Information [Line Items]      
Net revenue 236,845 211,705 141,118
International      
Segment Reporting Information [Line Items]      
Net revenue $ 89,956 $ 79,906 $ 60,479