EVENTBRITE, INC., 10-Q filed on 8/10/2020
Quarterly Report
v3.20.2
Cover Page - shares
6 Months Ended
Jun. 30, 2020
Jul. 15, 2020
Document Information [Line Items]    
Document Type 10-Q  
Document Fiscal Period Focus Q2  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2020  
Document Transition Report false  
Amendment Flag false  
Document Fiscal Year Focus 2020  
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, $0.00001 par value  
Trading Symbol EB  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Class A Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   67,466,394
Class B Common Stock    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   23,383,917
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current assets    
Cash and cash equivalents $ 546,863 $ 420,712
Funds receivable 5,659 54,896
Accounts receivable, net 829 2,932
Creator signing fees, net 1,511 9,597
Creator advances, net 10,532 22,282
Prepaid expenses and other current assets 11,702 14,157
Total current assets 577,096 524,576
Property, plant and equipment, net 15,083 19,735
Operating lease right-of-use assets 18,342 22,160
Goodwill 170,560 170,560
Acquired intangible assets, net 43,948 49,158
Restricted cash 2,230 2,228
Creator signing fees, noncurrent 15,239 16,710
Creator advances, noncurrent 886 922
Other assets 12,291 1,966
Total assets 855,675 808,015
Current liabilities    
Accounts payable, creators 203,222 307,871
Accounts payable, trade 4,144 1,870
Chargebacks and refunds reserve 65,907 2,699
Accrued compensation and benefits 7,068 6,347
Accrued taxes 1,489 5,409
Operating lease liabilities 7,538 9,115
Other accrued liabilities 13,110 16,997
Total current liabilities 302,478 350,308
Accrued taxes, noncurrent 14,444 15,173
Operating lease liabilities, noncurrent 12,998 16,162
Long-term debt 196,581 0
Other liabilities 155 557
Total liabilities 526,656 382,200
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 June 30, 2020 and December 31, 2019 0 0
Common stock, $0.00001 par value; 1,100,000,000 shares authorized; 90,811,061 shares issued and outstanding as of June 30, 2020; 85,718,860 shares issued and outstanding as of December 31, 2019 1 1
Additional paid-in capital 886,904 798,640
Accumulated deficit (557,886) (372,826)
Total stockholders’ equity 329,019 425,815
Total liabilities and stockholders’ equity $ 855,675 $ 808,015
v3.20.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
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) 90,811,061 85,718,860
Common stock, shares outstanding (in shares) 90,811,061 85,718,860
v3.20.2
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Net revenue $ 8,394 $ 80,758 $ 57,480 $ 162,084
Cost of net revenue [1] 10,094 31,119 38,099 61,684
Gross profit (1,700) 49,639 19,381 100,400
Operating expenses:        
Product development [1] 15,047 16,628 31,218 31,225
Sales, marketing and support [1] (3,073) 26,053 96,842 47,778
General and administrative [1] 22,472 22,287 64,581 47,667
Total operating expenses [1] 34,446 64,968 192,641 126,670
Loss from operations (36,146) (15,329) (173,260) (26,270)
Interest expense (3,625) (1,033) (3,637) (2,125)
Other income (expense), net 1,186 375 (8,099) 2,555
Loss before income taxes (38,585) (15,987) (184,996) (25,840)
Income tax provision (benefit) (1) (1,193) 64 (1,093)
Net loss $ (38,584) $ (14,794) $ (185,060) $ (24,747)
Net loss per share, basic and diluted (in dollars per share) $ (0.44) $ (0.18) $ (2.12) $ (0.31)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted (in shares) 88,410 81,369 87,174 80,049
Cost of net revenue        
Operating expenses:        
Stock-based compensation expense $ 207 $ 325 $ 630 $ 569
Product development        
Operating expenses:        
Stock-based compensation expense 3,366 2,187 7,055 4,225
Sales, marketing and support        
Operating expenses:        
Stock-based compensation expense 901 1,246 2,332 2,469
General and administrative        
Operating expenses:        
Stock-based compensation expense $ 5,137 $ 4,948 $ 10,416 $ 9,570
[1]
(1) Includes stock-based compensation as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Cost of net revenue207  325  630  569  
Product development3,366  2,187  7,055  4,225  
Sales, marketing and support901  1,246  2,332  2,469  
General and administrative5,137  4,948  10,416  9,570  
v3.20.2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Cumulative Effect Adjustment
Common Stock
Common Stock
Common Stock-Class A
Common Stock
Common Stock-Class B
Treasury Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Deficit
Cumulative Effect Adjustment
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)  
Balance (ASU 2014-09) at Dec. 31, 2018   $ (600)             $ (600)
Balance (ASU 2016-02) at Dec. 31, 2018   (771)             (771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares)       1,785,106 249,207        
Issuance of common stock upon exercise of stock options 12,427           12,427    
Issuance of restricted stock awards (in shares)       4,402          
Issuance of restricted stock awards 0                
Issuance of common stock for settlement of RSUs (in shares)       62,263          
Issuance of common stock for settlement of RSUs 0                
Shares withheld related to net share settlement (in shares)       (24,249)          
Shares withheld related to net share settlement (560)           (560)    
Conversion of convertible stock (in shares)       21,095,075 (21,095,075)        
Conversion of convertible stock 0                
Retirement of treasury shares (in shares)           188,480      
Retirement of treasury shares 0         $ 488 (488)    
Vesting of early exercised stock options 92           92    
Stock-based compensation 8,330                
Net loss (9,953)             (9,953)  
Balance (in shares) at Mar. 31, 2019       34,425,590 46,009,533 0      
Balance at Mar. 31, 2019 424,187     $ 0 $ 0 $ 0 738,206 (314,019)  
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)  
Balance (ASU 2014-09) at Dec. 31, 2018   (600)             (600)
Balance (ASU 2016-02) at Dec. 31, 2018   $ (771)             $ (771)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Net loss (24,747)                
Balance (in shares) at Jun. 30, 2019       47,931,474 34,518,078 0      
Balance at Jun. 30, 2019 431,146     $ 0 $ 0 $ 0 759,959 (328,813)  
Balance (in shares) at Mar. 31, 2019       34,425,590 46,009,533 0      
Balance at Mar. 31, 2019 424,187     $ 0 $ 0 $ 0 738,206 (314,019)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares)       1,785,361          
Issuance of common stock upon exercise of stock options 10,526           10,526    
Issuance of restricted stock awards (in shares)       21,016          
Issuance of restricted stock awards 0                
Issuance of common stock for settlement of RSUs (in shares)       52,204          
Issuance of common stock for settlement of RSUs 0                
Issuance common stock for ESPP Purchase (in shares)       167,706          
Issuance of common stock for ESPP Purchase 2,234           2,234    
Shares withheld related to net share settlement (in shares)       (11,858)          
Shares withheld related to net share settlement (253)           (253)    
Conversion of convertible stock (in shares)       11,491,455 (11,491,455)        
Conversion of convertible stock 0                
Vesting of early exercised stock options 92           92    
Stock-based compensation 9,154                
Net loss (14,794)             (14,794)  
Balance (in shares) at Jun. 30, 2019       47,931,474 34,518,078 0      
Balance at Jun. 30, 2019 431,146     $ 0 $ 0 $ 0 759,959 (328,813)  
Balance (in shares) at Dec. 31, 2019       61,863,617 23,855,243        
Balance at Dec. 31, 2019 425,815     $ 1 $ 0   798,640 (372,826)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares)       738,410          
Issuance of common stock upon exercise of stock options 4,654           4,654    
Issuance of restricted stock awards (in shares)       480          
Issuance of restricted stock awards 0                
Issuance of common stock for settlement of RSUs (in shares)       304,600          
Issuance of common stock for settlement of RSUs 0                
Shares withheld related to net share settlement (in shares)       (110,411)          
Shares withheld related to net share settlement (1,713)           (1,713)    
Conversion of convertible stock (in shares)       262,483 (262,483)        
Conversion of convertible stock 0                
Vesting of early exercised stock options 61           61    
Stock-based compensation 11,201           11,201    
Net loss (146,476)             (146,476)  
Balance (in shares) at Mar. 31, 2020       63,059,179 23,592,760        
Balance at Mar. 31, 2020 293,542     $ 1 $ 0   812,843 (519,302)  
Balance (in shares) at Dec. 31, 2019       61,863,617 23,855,243        
Balance at Dec. 31, 2019 $ 425,815     $ 1 $ 0   798,640 (372,826)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares) 2,041,747                
Net loss $ (185,060)                
Balance (in shares) at Jun. 30, 2020       67,427,144 23,383,917        
Balance at Jun. 30, 2020 329,019     $ 1 $ 0   886,904 (557,886)  
Balance (in shares) at Mar. 31, 2020       63,059,179 23,592,760        
Balance at Mar. 31, 2020 293,542     $ 1 $ 0   812,843 (519,302)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]                  
Issuance of common stock upon exercise of stock options (in shares)       1,290,333 13,004        
Issuance of common stock upon exercise of stock options 6,837           6,837    
Issuance of restricted stock awards (in shares)       0          
Issuance of restricted stock awards 0                
Issuance of common stock for settlement of RSUs (in shares)       228,233          
Issuance of common stock for settlement of RSUs 0                
Issuance common stock for ESPP Purchase (in shares)     98,476            
Issuance of common stock for ESPP Purchase 721           721    
Shares withheld related to net share settlement (in shares)       (70,098)          
Shares withheld related to net share settlement (616)           (616)    
Conversion of convertible stock (in shares)       221,847 (221,847)        
Conversion of convertible stock 0                
Vesting of early exercised stock options 180           180    
Equity component of convertible notes, net of issuance costs 45,452           45,452    
Purchase of convertible senior notes capped calls (15,600)           (15,600)    
Shares issued for warrants exercised in connection with term loans (in shares)     2,599,174            
Shares issued in connection with term loans stock purchase agreement 27,369           27,369    
Stock-based compensation 9,718           9,718    
Net loss (38,584)             (38,584)  
Balance (in shares) at Jun. 30, 2020       67,427,144 23,383,917        
Balance at Jun. 30, 2020 $ 329,019     $ 1 $ 0   $ 886,904 $ (557,886)  
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows from operating activities    
Net loss $ (185,060) $ (24,747)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:    
Depreciation and amortization 11,909 11,969
Amortization of creator signing fees 5,301 4,915
Noncash operating lease expense 3,894 3,933
Accretion of debt discounts and issuance costs 2,688 223
Stock-based compensation 20,433 16,833
Provision for chargebacks and refunds 84,533 9,951
Impairment charges 8,227 1,899
Provision for bad debt and creator advances 16,224 2,380
Loss on disposal of assets 2,159 58
Deferred income taxes (82) (745)
Changes in operating assets and liabilities:    
Accounts receivable (1,001) (1,061)
Funds receivable 49,237 12,115
Creator signing fees, net (3,901) (9,251)
Creator advances, net (913) (8,513)
Prepaid expenses and other current assets 1,964 1,783
Other assets 259 (2)
Accounts payable, creators (104,649) 50,769
Accounts payable, trade 1,440 956
Chargebacks and refunds reserve (21,325) (9,590)
Accrued compensation and benefits 721 (308)
Accrued taxes (3,920) (3,525)
Operating lease liabilities (4,876) (4,105)
Other accrued liabilities (9,338) 3,702
Accrued taxes, noncurrent (647) (1,334)
Other liabilities 8 (974)
Net cash provided by (used in) operating activities (126,715) 57,331
Cash flows from investing activities    
Purchases of property and equipment (1,230) (3,566)
Capitalized internal-use software development costs (2,538) (4,271)
Net cash used in investing activities (3,768) (7,837)
Cash flows from financing activities    
Proceeds from issuance of common stock under ESPP 721 2,234
Proceeds from exercise of stock options 11,491 22,954
Taxes paid related to net share settlement of equity awards (453) (706)
Principal payments on debt obligations 0 (11,406)
Proceeds from issuance of debt and common stock, net of issuance costs paid 260,777 (457)
Purchase of convertible notes capped calls (15,600) 0
Payments on finance lease obligations (300) (138)
Payments of deferred offering costs 0 (413)
Net cash provided by financing activities 256,636 12,068
Net increase in cash, cash equivalents and restricted cash 126,153 61,562
Cash, cash equivalents and restricted cash    
Beginning of period 422,940 439,400
End of period 549,093 500,962
Supplemental cash flow data    
Interest paid 613 1,876
Income taxes paid, net of refunds 475 367
Noncash investing and financing activities    
Vesting of early exercised stock options 241 184
Purchases of property and equipment, accrued but unpaid $ 226 $ 338
v3.20.2
Overview and Basis of Presentation
6 Months Ended
Jun. 30, 2020
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 and online 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.
Basis of Presentation
The accompanying interim condensed consolidated financial statements of the Company are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date.
The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations and cash flows for the interim periods. All intercompany transactions and balances have been eliminated. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or for any other future annual or interim period.
The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K).
Use of Estimates
In order to conform with U.S. 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 chargebacks and refunds reserve, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of 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.
COVID-19 Impacts
During the six months ended June 30, 2020, a global health pandemic referred to as COVID-19 arose and has disrupted many industries around the world, including the live events industry, resulting in the cancellation or postponement of live events. The effect of and uncertainties surrounding the COVID-19 pandemic has caused the Company to make significant estimates in its condensed consolidated financial statements as of and for the three and six months ended June 30, 2020, specifically related to chargebacks and refunds due to cancelled or postponed events, which impacts net revenue, advance payouts, creator signing fees and creator advances. The COVID-19 pandemic is ongoing in nature and the Company will continue to revise such estimates in future reporting periods to reflect management's best estimates of future outcomes. The COVID-19 pandemic has adversely affected the Company’s results of operations in the three and six months ended June 30, 2020. Significant uncertainty remains regarding the extent and duration of the impact that the COVID-19 pandemic will have on the Company’s business. The full extent to which COVID-19 impacts the Company’s business, results of operations and financial condition cannot be predicted at this time, and the impact of COVID-19 may persist for an extended period of time or become more pronounced.
2020 Restructuring
During the three months ended June 30, 2020, the Company's board of directors approved a program to reduce the Company's global workforce personnel by approximately 45% (the RIF). This reduction in the global workforce was substantially completed in the second quarter of 2020. Restructuring and other charges by type for the RIF for the period were as follows (in thousands):
Three Months Ended
June 30, 2020
Employee severance and post-termination benefit arrangements$7,498  
Asset impairments and loss on disposals1,879  
Other charges144  
Total restructuring and other charges$9,521  
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 in 2019. 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 became a large accelerated filer as of December 31, 2019. As a result, the financial statements included in this Quarterly Report on Form 10-Q 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 by accounting for its leases under ASC 840, Leases (ASC 840), and has consequently recast its previously reported 2019 interim financial information to be reported under ASC 842 in this Quarterly Report on Form 10-Q. Refer to the sections titled Recently Adopted Accounting Pronouncements in Note 2 and Adoption of ASC 842 in Note 8 for more information.
Comprehensive Loss
For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the condensed 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.
v3.20.2
Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Significant Accounting Policies Significant Accounting Policies
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued ASC 842, which supersedes the previous accounting guidance for leases included within 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 ASC 842 in the 2019 Form 10-K and retroactively applied its provisions to January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach, thereby recasting the results of operations for each of the first three quarters of 2019. The recast results for the three and six months ended June 30, 2019 are reflected as such in this Quarterly Report on Form 10-Q. The Company elected not to adjust comparative periods prior to 2019 and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840.
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 classifies this lease as an operating lease and recognizes lease expense in the consolidated statement of operations. Lease payments are 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 depreciation 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 $29.7 million of operating lease liabilities 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 consolidated 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 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 liabilities 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 8.
In June 2016, the FASB issued ASU 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 adopted this new standard effective January 1, 2020 and has considered forward-looking information in its measurement and recognition of expected credit losses for its accounts receivables, creator signing fees and creator advances, including consideration of the financial statement effects of the COVID-19 pandemic. Refer to Note 4, Note 5 and Note 6 for further information.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This standard simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain of the amendments are to be applied prospectively while others are to be applied retrospectively. There was not a material impact on the Company’s consolidated financial statements as a result of the adoption of ASU 2018-13.
Revenue Recognition
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC 606) on January 1, 2019.
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, is responsible for determining 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 condensed 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, including estimates related to the effect of the COVID-19 pandemic. 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 condensed consolidated statements of operations. See also the descriptions of the Company’s advance payouts under the sections Accounts Payable, Creators and Chargebacks and Refund Reserve below.
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 are to be remitted to the creators. Such balances were $198.0 million and $256.8 million as of June 30, 2020 and December 31, 2019, 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):
June 30,
2020
December 31,
2019
Cash and cash equivalents$546,863  $420,712  
Restricted cash 2,230  2,228  
Total cash, cash equivalents and restricted cash $549,093  $422,940  
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 $5.3 million and $51.1 million as of June 30, 2020 and December 31, 2019, respectively.
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. Creators may apply to receive these proceeds prior to completion of their events as creators often need these funds to pay for event-related costs. For qualified creators, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, the Company refers to these payments as advance payouts. When an advance payout is made, the Company reduces its cash and cash equivalents with a corresponding decrease to its accounts payable, creators. As a result of the COVID-19 pandemic and its effect of causing creators to cancel, postpone or reschedule events, the Company temporarily suspended its advance payouts program on March 11, 2020, at which date the total advance payouts to creators related to future events was approximately $354.0 million. As of June 30, 2020, the advance payouts outstanding had reduced to approximately $253.3 million, as a result of creators fulfilling their refund obligations with creator funds as well as events taking place. The Company is exploring new ways to make advance payouts to qualified creators who meet strict guidelines and has started making advance payouts available to a small number of low risk creators on a trial basis.
Chargebacks and Refunds Reserve
Under the Company's standard terms of service for creators using EPP, the Company settles a creator’s share of the proceeds from ticket sales within five business days after the successful completion of the event. The terms of the Company's standard merchant agreement obligate creators to reimburse attendees (or the Company, if it has processed the refund) who are entitled to refunds under the creator's refund policy and under the Company's refund policy requirement for ticket sales proceeds remitted to creators via advance payouts. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, materially not as described or removed from the Company's platform due to its failure to comply with the Company's terms of service or merchant agreement, resulting in significant chargebacks, refund requests and/or disputes between attendees and the creator, and risk that the creator will not be able to otherwise make the attendee whole. The Company may refund attendees if the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, among other circumstances. The Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. The Company records estimates for losses related to chargebacks and refunds of the face value of tickets as an operating expense classified within sales, marketing and support. The chargebacks and refunds reserve was $65.9 million and $2.7 million as of June 30, 2020 and December 31, 2019, respectively. The increase in the reserve balance during the six months ended June 30, 2020 was the result of estimated losses from the advance payout program and estimated future refunds of its fees, relating largely to the COVID-19 pandemic. Prior to March 31, 2020, the Company included its chargebacks and refunds reserve in other accrued liabilities on the consolidated balance sheets, and has reclassified the balance as of December 31, 2019 on the condensed consolidated balance sheets included in this Quarterly Report on Form 10-Q to be consistent with the presentation as of June 30, 2020.
Impairment of Long-lived Assets
The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of 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.
During the six months ended June 30, 2020, the Company determined that conditions resulting from the COVID-19 pandemic warranted an interim assessment of its long-lived assets balance. The Company performed a recoverability test and concluded no impairment of the carrying value was required.
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired.
The Company determined that the conditions resulting from the COVID-19 pandemic and the decline in the market value of the Company's common stock warranted an interim assessment of its goodwill carrying amount. On January 1, 2020, the Company adopted ASU 2017-04, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. During the six months ended June 30, 2020, the Company performed its analysis by comparing the estimated fair value of the Company to its carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary.
Significant Accounting Policies
Other than as discussed above, there have been no material changes to the Company's significant accounting policies as described in the Company's 2019 Form 10-K.
v3.20.2
Fair Value Measurement
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurement Fair Value Measurement
The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 – Other inputs that are directly or indirectly observable in the marketplace.
Level 3 – Unobservable inputs that are supported by little or no market activity.
The Company’s cash equivalents, funds receivable, accounts receivable, accounts payable, funds payable and other current liabilities approximate their fair value. All such financial assets and liabilities are Level 1 and are measured at fair value on a recurring basis. There were no other Level 1 assets or liabilities recorded at June 30, 2020 and December 31, 2019.
Refer to Note 9 “Debt” for details regarding the fair value of our term loans and convertible senior notes.
There were no transfers of financial assets or liabilities into or out of Level 1, Level 2 or Level 3 for the periods ended June 30, 2020 and December 31, 2019.
v3.20.2
Accounts Receivable, Net
6 Months Ended
Jun. 30, 2020
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. During the three and six months ended June 30, 2020, the Company recorded $2.5 million and $3.6 million, respectively, of incremental allowance for doubtful accounts, including estimated future losses in consideration of the impact of the COVID-19 pandemic. The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Accounts receivable, customers $3,216  $4,979  
Allowance for doubtful accounts (2,387) (2,047) 
Accounts receivable, net $829  $2,932  
v3.20.2
Creator Signing Fees, Net
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Creator Signing Fees, Net Creator Signing Fees, Net
Creator signing fees are incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. As of June 30, 2020, the balance of creator signing fees, net is being amortized over a weighted-average remaining contract life of 3.19 years on a straight-line basis. The write-offs and other adjustments for the three and six months ended June 30, 2020 include estimated future losses in consideration of the COVID-19 pandemic. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands):
Three Months Ended June 30,
20202019
Balance, beginning of period $17,725  $19,120  
Creator signing fees paid  4,630  
Amortization of creator signing fees (2,171) (2,522) 
Write-offs and other adjustments 1,189  (465) 
Balance, end of period $16,750  $20,763  

Six Months Ended June 30,
20202019
Balance, beginning of period$26,307  $17,005  
Creator signing fees paid3,901  9,188  
Amortization of creator signing fees(5,301) (4,915) 
Write-offs and other adjustments(8,157) (515) 
Balance, end of period$16,750  $20,763  
Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Creator signing fees, net $1,511  $9,597  
Creator signing fees, noncurrent 15,239  16,710  
Total creator signing fees$16,750  $26,307  
v3.20.2
Creator Advances, Net
6 Months Ended
Jun. 30, 2020
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 write-offs and other adjustments for the three and six months ended June 30, 2020 include estimated future losses in consideration of the COVID-19 pandemic. The following table summarizes the activity in creator advances for the periods indicated (in thousands):
Three Months Ended June 30,
20202019
Balance, beginning of period$14,462  $26,734  
Creator advances paid20  9,316  
Creator advances recouped(391) (4,914) 
Write-offs and other adjustments(2,673) (2,420) 
Balance, end of period
$11,418  $28,716  
Six Months Ended June 30,
20202019
Balance, beginning of period
$23,204  $23,142  
Creator advances paid
7,666  19,084  
Creator advances recouped
(6,753) (10,663) 
Write-offs and other adjustments
(12,699) (2,847) 
Balance, end of period
$11,418  $28,716  
Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Creator advances, net$10,532  $22,282  
Creator advances, noncurrent886  922  
Total creator advances$11,418  $23,204  
v3.20.2
Property, Plant and Equipment, Net
6 Months Ended
Jun. 30, 2020
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):
June 30,
2020
December 31,
2019
Capitalized internal-use software development costs $47,218  $44,194  
Furniture and fixtures 3,654  3,861  
Computers and computer equipment 9,265  14,836  
Leasehold improvements 8,207  8,393  
Finance lease right-of-use assets619  1,005  
Property, plant and equipment68,963  72,289  
Less: Accumulated depreciation and amortization (53,880) (52,554) 
Property, plant and equipment, net $15,083  $19,735  
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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Depreciation expense$977  $1,599  $2,491  $3,236  
Capitalized internal-use software development costs737  2,614  3,024  4,922  
Stock-based compensation costs included in capitalized internal-use software development costs106  448  486  651  
Amortization of capitalized internal-use software development costs2,118  1,799  4,207  3,499  
v3.20.2
Leases
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Leases Leases
Adoption of ASC 842
The Company adopted ASC 842 in the fourth quarter of 2019, effective as of 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.
Upon the adoption of ASC 842, 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 reclassified the San Francisco office lease as an operating lease consistent with the adoption 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):
December 31,
2019
January 1,
2019
December 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  —  
As a result of the derecognition of the San Francisco office lease as a build-to-suit lease and reclassification to an operating lease under ASC 842, the Company recast its previously reported results for the three and six months ended June 30, 2019 as follows (in thousands):
Three Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$80,758  $—  $80,758  
Cost of Net Revenue31,073  46  31,119  
Gross Profit49,685  (46) 49,639  
Operating Expenses:
Product Development16,295  333  16,628  
Sales, marketing and support25,872  181  26,053  
General and administrative22,051  236  22,287  
Total operating expenses64,218  750  64,968  
Loss from operations(14,533) (796) (15,329) 
Interest expense(1,868) 835  (1,033) 
Other income, net375  —  375  
Loss before income taxes(16,026) 39  (15,987) 
Income tax provision(1,193) —  (1,193) 
Net loss$(14,833) $39  $(14,794) 
Six Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$162,084  $—  $162,084  
Cost of Net Revenue61,591  93  61,684  
Gross Profit100,493  (93) 100,400  
Operating Expenses:
Product Development30,559  666  31,225  
Sales, marketing and support47,434  344  47,778  
General and administrative47,178  489  47,667  
Total operating expenses125,171  1,499  126,670  
Loss from operations(24,678) (1,592) (26,270) 
Interest expense(3,801) 1,676  (2,125) 
Loss on debt extinguishment—  —  —  
Other income, net2,555  —  2,555  
Loss before income taxes(25,924) 84  (25,840) 
Income tax provision(1,093) —  (1,093) 
Net loss$(24,831) $84  $(24,747) 

The Company has also recast its previously reported consolidated cash flows in this Quarterly Report on Form 10-Q for the six months ended June 30, 2019. The derecognition of the build-to-suit lease resulted in a reclassification of $0.4 million of cash outflow in financing activities to cash outflow in operating activities. The $0.4 million was reclassified to cash flows from operating activities amongst net loss, depreciation and amortization, noncash operating lease expense, prepaid expenses and other current assets, operating lease liabilities, other current liabilities and other liabilities in the condensed consolidated statements of cash flows for the six months ended June 30, 2019.

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 June 30, 2020 and December 31, 2019, total operating lease right-of-use assets were $18.3 million and $22.2 million, respectively. Operating lease liabilities were $20.5 million as of June 30, 2020, $7.5 million current and $13.0 million non-current, respectively. Operating lease liabilities were $25.3 million as of December 31, 2019, $9.1 million current and $16.2 million non-current, respectively.
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 June 30, 2020, 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 were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Operating lease costs$2,013  $1,962  $3,894  $3,933  
Sublease income(1,047) (979) (2,042) (1,944) 
Total operating lease costs, net$966  $983  $1,852  $1,989  
The Company made cash payments of $2.5 million and $4.9 million for operating lease liabilities during the three and six months ended June 30, 2020 respectively and $2.3 million and $4.1 million during the three and six months ended June 30, 2019, respectively, which is included within the operating activities section on the condensed consolidated statements of cash flows.
As of June 30, 2020, the Company's operating leases had a weighted-average remaining lease term of 2.21 years and a weighted-average discount rate of 7.8%.
As of June 30, 2020, maturities of operating lease liabilities were as follows (in thousands):
Operating Leases
The remainder of 2020$4,640  
20215,258  
20223,677  
20233,499  
20242,495  
Thereafter4,723  
Total operating lease payments24,292  
Less: Imputed interest(3,756) 
Total operating lease liabilities$20,536  
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 condensed consolidated balance sheets. The Company made cash payments of $0.3 million and $0.1 million for finance lease liabilities during the six months ended June 30, 2020 and 2019 respectively, which are included within the financing activities section on the consolidated statements of cash flows.
Leases Leases
Adoption of ASC 842
The Company adopted ASC 842 in the fourth quarter of 2019, effective as of 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.
Upon the adoption of ASC 842, 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 reclassified the San Francisco office lease as an operating lease consistent with the adoption 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):
December 31,
2019
January 1,
2019
December 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  —  
As a result of the derecognition of the San Francisco office lease as a build-to-suit lease and reclassification to an operating lease under ASC 842, the Company recast its previously reported results for the three and six months ended June 30, 2019 as follows (in thousands):
Three Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$80,758  $—  $80,758  
Cost of Net Revenue31,073  46  31,119  
Gross Profit49,685  (46) 49,639  
Operating Expenses:
Product Development16,295  333  16,628  
Sales, marketing and support25,872  181  26,053  
General and administrative22,051  236  22,287  
Total operating expenses64,218  750  64,968  
Loss from operations(14,533) (796) (15,329) 
Interest expense(1,868) 835  (1,033) 
Other income, net375  —  375  
Loss before income taxes(16,026) 39  (15,987) 
Income tax provision(1,193) —  (1,193) 
Net loss$(14,833) $39  $(14,794) 
Six Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$162,084  $—  $162,084  
Cost of Net Revenue61,591  93  61,684  
Gross Profit100,493  (93) 100,400  
Operating Expenses:
Product Development30,559  666  31,225  
Sales, marketing and support47,434  344  47,778  
General and administrative47,178  489  47,667  
Total operating expenses125,171  1,499  126,670  
Loss from operations(24,678) (1,592) (26,270) 
Interest expense(3,801) 1,676  (2,125) 
Loss on debt extinguishment—  —  —  
Other income, net2,555  —  2,555  
Loss before income taxes(25,924) 84  (25,840) 
Income tax provision(1,093) —  (1,093) 
Net loss$(24,831) $84  $(24,747) 

The Company has also recast its previously reported consolidated cash flows in this Quarterly Report on Form 10-Q for the six months ended June 30, 2019. The derecognition of the build-to-suit lease resulted in a reclassification of $0.4 million of cash outflow in financing activities to cash outflow in operating activities. The $0.4 million was reclassified to cash flows from operating activities amongst net loss, depreciation and amortization, noncash operating lease expense, prepaid expenses and other current assets, operating lease liabilities, other current liabilities and other liabilities in the condensed consolidated statements of cash flows for the six months ended June 30, 2019.

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 June 30, 2020 and December 31, 2019, total operating lease right-of-use assets were $18.3 million and $22.2 million, respectively. Operating lease liabilities were $20.5 million as of June 30, 2020, $7.5 million current and $13.0 million non-current, respectively. Operating lease liabilities were $25.3 million as of December 31, 2019, $9.1 million current and $16.2 million non-current, respectively.
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 June 30, 2020, 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 were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Operating lease costs$2,013  $1,962  $3,894  $3,933  
Sublease income(1,047) (979) (2,042) (1,944) 
Total operating lease costs, net$966  $983  $1,852  $1,989  
The Company made cash payments of $2.5 million and $4.9 million for operating lease liabilities during the three and six months ended June 30, 2020 respectively and $2.3 million and $4.1 million during the three and six months ended June 30, 2019, respectively, which is included within the operating activities section on the condensed consolidated statements of cash flows.
As of June 30, 2020, the Company's operating leases had a weighted-average remaining lease term of 2.21 years and a weighted-average discount rate of 7.8%.
As of June 30, 2020, maturities of operating lease liabilities were as follows (in thousands):
Operating Leases
The remainder of 2020$4,640  
20215,258  
20223,677  
20233,499  
20242,495  
Thereafter4,723  
Total operating lease payments24,292  
Less: Imputed interest(3,756) 
Total operating lease liabilities$20,536  
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 condensed consolidated balance sheets. The Company made cash payments of $0.3 million and $0.1 million for finance lease liabilities during the six months ended June 30, 2020 and 2019 respectively, which are included within the financing activities section on the consolidated statements of cash flows.
v3.20.2
Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Debt Debt
The Company had no outstanding debt as of December 31, 2019.
As of June 30, 2020, long-term debt consisted of the following (in thousands): 

Term LoansConvertible Notes (2025 Notes)Total
Outstanding principal balance$125,000  $150,000  $275,000  
Less: Unamortized discount (22,363) (47,015) (69,378) 
Less: Debt issuance costs$(5,150) $(3,891) (9,041) 
Carrying amount, long-term debt$97,487  $99,094  $196,581  
Term Loans
In May 2020, the Company entered into a credit agreement (Credit Agreement) with FP EB Aggregator, L.P. and FP Credit Partners, L.P., as the administrative agent, which Credit Agreement was amended on June 15, 2020 to, among other things, appoint Wilmington Trust, National Association as administrative agent in place of FP Credit Partners, L.P. The Credit Agreement provides for initial term loans (Initial Term Loans) in the aggregate principal amount of $125.0 million, and delayed draw term loans (Delayed Draw Term Loans, and together with the Initial Term Loans, Term Loans) in an aggregate principal amount of $100.0 million. The Delayed Draw Term Loans may only be accessed from December 31, 2020 until September 30, 2021 (Delayed Draw Termination Date), subject to certain conditions. In accordance with the terms of the Credit Agreement, the amount currently available under the Delayed Draw Term Loans is $50.0 million as a result of the Company issuing $150.0 million in convertible senior notes, discussed in further detail below. The full amount of the Initial Term Loans were drawn on May 19, 2020 (Initial Funding Date). Borrowings under the Credit Agreement bear interest at a rate per annum equal to (i) 4.0% payable in Cash Pay Interest (as defined in the Credit Agreement) and (ii) 8.5% Payment in Kind (PIK) Interest (as defined in the Credit Agreement). PIK interest is payable by increasing the principal amount over the term of the Initial Term Loans. The Initial Term Loans mature on the fifth anniversary of the Initial Funding Date, and there are no periodic payments with respect to the principal of the Initial Term Loans. Cash interest payments are due quarterly on each of June 30, September 30, December 31, and March 31. The Company made its first cash interest payment on June 30, 2020 for $0.6 million. The Company incurred total cash costs of $13.2 million, of which $7.6 million were debt issuance costs and the remaining $5.6 million debt discount.
In May 2020, in connection with the execution of the Credit Agreement, the Company entered into a stock purchase agreement (Stock Purchase Agreement) with FP EB Aggregator, L.P. (Purchaser) to issue and sell 2,599,174 shares of Class A Common Stock to the Purchaser for a purchase price of $0.01 per share. These shares were purchased on the Initial Funding Date. The Company accounted for these shares at fair value and recorded $27.4 million as additional debt discount, resulting in total debt issuance costs and discount of $40.6 million.
The Company allocated $29.0 million of the total debt discount and issuance costs to the Initial Term Loans and $11.6 million of the total debt discount and issuance costs to the Delayed Draw Term Loans. The amount allocated to the Initial Term Loans is recorded as a reduction to the carrying amount of the debt and is being accreted over the contractual term of the loans using the effective interest rate method. The effective interest rate of the Initial Term Loans is 18.5%. The amount allocated to the Delayed Draw Term Loans is recorded in Other assets on the condensed consolidated balance sheets and is being amortized straight-line through the Delayed Draw Termination Date. Once the Delayed Draw Term Loans are drawn, the Company will derecognize the associated asset and record a discount on Delayed Draw Term Loans equal to the unamortized fee. If the Company borrows a portion of Delayed Draw Term Loans, only a proportionate amount of the asset should be recognized as debt discount.
Optional prepayments of borrowings under the Credit Agreement are permitted at any time, in whole or in part, but are subject to a prepayment premium during the first four years following the Initial Funding Date at a Make-Whole Amount (as defined in the Credit Agreement) in year one, 12% in year two, 10% in year three and 8% in year four as more fully set forth in the Credit Agreement. Subject to certain exceptions, the Company will be required to prepay certain amounts outstanding under the Term Loans with the net cash proceeds (as customarily defined in the Credit Agreement) of certain asset sales, certain casualty events, certain issuances of non-permitted debt and certain excess cash flow (as customarily defined in the Credit Agreement). The Credit Agreement provides for customary events of default including non-payment of obligations, inaccuracy of representations or warranties, non-performance of covenants and obligations, default on other material debt, bankruptcy or insolvency events, material judgments, change of control, material ERISA events and certain customary events of default relating to collateral or guarantees. Upon the occurrence of any event of default, subject to the terms of the Credit Agreement including any cure periods specified therein, customary remedies may be exercised by the lenders under the Credit Agreement against the Company and its properties. The Company was in compliance with all covenants as of June 30, 2020.

As of June 30, 2020, the total estimated fair value of the Term Loan was approximately $133.2 million. The fair value is considered a Level 3 valuation input.
Convertible Senior Notes
In June 2020, the Company issued the 2025 Notes, which consisted of $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 in a private offering, inclusive of the initial purchaser's exercise in full of their option to purchase additional notes. The 2025 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 5.000% per year. Interest is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The 2025 Notes mature on December 1, 2025 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2025 Notes, after deducting the initial purchasers' discounts and debt issuance costs of $5.7 million, was $144.3 million.
The terms of the 2025 Notes are governed by an Indenture by and between the Company and Wilmington Trust, National Association, as Trustee (the Indenture). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company's election. It is the Company's current intent to settle the principal amount of the 2025 Notes with cash and remaining conversion value, if any, in shares of the Class A common stock.
The 2025 Notes are convertible at an initial conversion rate of 79.3903 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equal to an initial conversion price of approximately $12.60 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances:

during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price of the 2025 Notes for each of the at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of that 10 consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day;

upon the occurrence of certain corporate events or distributions on the Company's Class A common stock, as described in the Indenture;

if the Company calls the 2025 Notes for redemption; or

at any time from, and including, June 2, 2025 until the close of business on the second scheduled trading day immediately before the maturity date.
Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitle to an increase in the conversion rate.
The 2025 Notes are redeemable, in whole or in part, at the Company's option at any time and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately prior to the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading dates ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. Additionally, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that portion of the 2025 Notes, in which case the conversion rate applicable to the conversion of those 2025 Notes will be increased in certain circumstances (as described in the Indenture) if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s Class A common stock.
The 2025 Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the 2025 Notes; (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its other obligations or agreements under the Indenture or the 2025 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) the rendering of certain judgments against the Company or any of its subsidiaries for the payment of at least $10,000,000, where such judgments are not discharged or stayed within 45 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $10,000,000; and (vii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. The Company was in compliance with all covenants as of June 30, 2020.
If an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of 2025 Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the 2025 Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the 2025 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2025 Notes.
In accounting for the issuance of the 2025 Notes, the Company separated the 2025 Notes into liability and equity components. The carrying amount of the liability component was calculated measuring the fair value of similar liabilities that do not have associated convertible features. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2025 Notes. The Company bifurcated the conversion option of the 2025 Notes from the debt instrument, classified the conversion option in equity, and will accrete the resulting debt discount as interest expense over the contractual term of the 2025 Notes using the effective interest rate method. The carrying amount of the equity component representing the conversion option was $47.3 million which is recorded in additional paid-in capital and is not remeasured as long as it continues to meet the conditions for equity classification.
The effective interest rate of the liability component of the 2025 Notes is 13.9%, which is based on the interest rates of similar liabilities held by other companies with similar credit risk ratings at the time of issuance that did not have associated convertible features. During the three months ended June 30, 2020, the Company recognized $0.5 million of interest expense related to the 2025 Notes, which consisted of $0.3 million of contractual interest and $0.2 million of amortization of debt issuance costs and debt discounts.
Total issuance costs of $5.7 million related to the 2025 Notes were allocated between liabilities and equity in the same proportion as the allocation of the total proceeds to the liability and equity components. Issuance costs attributable to the liability component are being amortized to interest expense over the respective term of the 2025 Notes using the effective interest rate method. The issuance costs attributable to the equity component were netted against the respective equity component in Additional paid-in capital. The Company recorded liability issuance costs of $3.9 million and equity issuance costs of $1.8 million.
As of June 30, 2020, the 2025 Notes consisted of the following (in thousands):
June 30, 2020
Liability component:
Principal$150,000  
Less: unamortized discount (47,015) 
Less: debt issuance costs(3,891) 
Net carrying amount$99,094  

As of June 30, 2020, the total estimated fair value of the 2025 Notes was approximately $134.8 million. The fair value was determined based on the closing trading price per $100 of the Notes as of the last available day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is considered a Level 2 measurement as they are not actively traded.

Capped Call Transactions
In June 2020, in connection with the offering of the 2025 Notes, the Company entered privately negotiated capped call transactions with certain financial institutions (the Capped Calls). The Capped Calls have an initial strike price of approximately $12.60 per share, which corresponds to the initial conversion price of the 2025 Notes. The Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2025 Notes, the number of shares of Class A common stock initially underlying the 2025 Notes. The Capped Calls are expected generally to reduce potential dilution to the Company’s Class A common stock upon any conversion of the 2025 Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted 2025 Notes, as the case may be, with such reduction and/or offset subject to a cap, initially equal to $17.1520, and is subject to certain adjustments under the terms of the Capped Call transactions. The Capped Calls will expire in December 2025, if not exercised earlier.

The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting the company, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives.
In June 2020, the Company paid an aggregate of $15.6 million for the Capped Calls, which was recorded as a reduction to Additional paid-in capital in the condensed consolidated balance sheets and will not be remeasured as long as they continue to meet certain accounting criteria..
v3.20.2
Goodwill and Acquired Intangible Assets, Net
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Acquired Intangible Assets, Net Goodwill and Acquired Intangible Assets, Net
The carrying amounts of the Company's goodwill was $170.6 million as of June 30, 2020 and December 31, 2019.
During the six months ended June 30, 2020, the Company determined that conditions resulting from the COVID-19 pandemic warranted an interim assessment of the carrying amount of goodwill, however the Company concluded no impairment of the carrying value of goodwill was required.
Acquired intangible assets consisted of the following (in thousands):
June 30, 2020
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $19,096  $—  
Customer relationships 74,484  30,536  43,948  4.8
Tradenames1,600  1,600  —  
Acquired intangible assets, net $95,180  $51,232  $43,948  

December 31, 2019
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology$19,096  $19,062  $34  0.2
Customer relationships74,484  25,360  49,124  5.2
Tradenames1,600  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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Cost of net revenue $12  $95  $34  $324  
Sales, marketing and support2,588  2,588  5,176  5,159  
Total amortization of acquired intangible assets $2,600  $2,683  $5,210  $5,483  
As of June 30, 2020, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands):
The remainder of 20205,233  
202110,197  
20228,202  
20237,709  
20247,583  
Thereafter5,024  
    Total expected future amortization expense$43,948  
v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Letters of Credit
The Company has issued letters of credit under lease and other banking agreements, which have been collateralized with cash. This cash is classified as noncurrent restricted cash on the condensed consolidated balance sheets based on the term of the underlying agreements. Restricted cash was $2.2 million as of June 30, 2020 and December 31, 2019.
Creator Signing Fees and Creator Advances
Creator signing fees and creator advances represent contractual amounts paid 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 Company's contracts state that these future payments require the customer to meet certain revenue milestones or minimum ticket sales provisions in order to earn the payment, and if that milestone or minimum is not met, the Company is not required to make such payment. The following table presents, by year, the future creator payments not yet paid as of June 30, 2020 (in thousands):
Creator AdvancesCreator
Signing Fees
Total
The remainder of 2020$9,791  $1,935  $11,726  
202111,218  2,221  13,439  
20224,952  406  5,358  
20233,418  256  3,674  
Thereafter751  —  751  
   Total$30,130  $4,818  $34,948  

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.
On June 4, 2020, three plaintiffs, seeking to represent a proposed class of individuals who purchased tickets on or after June 3, 2016, filed suit against Eventbrite in the United States District Court for the Northern District of California, in a case captioned Snow, et al. v. Eventbrite, Inc., Case No. 20-cv-03698 (the Class Action). Plaintiffs allege that Eventbrite failed to provide an opportunity for purchasers of tickets to events sold through Eventbrite’s platform to obtain a refund where the event is postponed, rescheduled, or canceled. Plaintiffs seek injunctive relief in addition to restitution and monetary damages under California’s Consumer Legal Remedies Act, False Advertising Law, and Unfair Competition Law, in addition to claims brought under California common law. Eventbrite denies the allegations and intends to defend the case vigorously. The case is in its initial stage: Eventbrite has not yet responded to the complaint, no motions have been made, and no rulings have been issued. The Company is unable to predict the likely outcome at this point.
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. The amended complaint also challenges public statements made after the IPO in violation of the Exchange Act. 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. On March 18, 2020, the court vacated the hearing on the defendants' motion to dismiss set for April 16, 2020. On April 28, 2020, the court granted defendants’ motion to dismiss in its entirety with leave to amend and set a deadline of June 24, 2020 for lead plaintiff to file its second amended consolidated complaint. On June 22, 2020, the Court extended lead plaintiff’s deadline to file its second amended consolidated complaint to August 10, 2020.
On July 29, 2020, the Company entered into a settlement agreement with the lead plaintiff in the Federal Action. The “Settlement Class” is defined in the settlement agreement as “all persons and entities that purchased or otherwise acquired Eventbrite, Inc. securities: (a) pursuant or traceable to Eventbrite’s registration statement and prospectus (“Registration Statement”) issued in connection with the Company’s September 20, 2018 initial public offering (“IPO”); or (b) between September 20, 2018 and May 1, 2019, both dates inclusive (the “Class Period”), and were damaged thereby,” excluding defendants and certain of their affiliates. If members of the Settlement Class do not opt out and the settlement is approved, they will waive, release, discharge, and dismiss, and be forever barred and enjoined from asserting, instituting, maintaining, prosecuting, or enforcing, claims that, among other things, “arise out of or relate in any way to both (i) the purchase, sale, or holding of Eventbrite securities pursuant or traceable to Eventbrite’s registration statement and prospectus (“Registration Statement”) issued in connection with the Company’s September 20, 2018 initial public offering (“IPO”) or were otherwise purchased, sold, or held during the Class Period, and (ii) the allegations, transactions, acts, facts, events, circumstances, statements, or omissions that were or could have been alleged or asserted by Plaintiffs or any member of the Settlement Class in the [Federal] Action or in any other action in any court or forum which relate to the subject matter of [the Federal] Action.” At the time of this filing, lead plaintiff has not filed its motion for preliminary approval of the settlement and the court has not approved the settlement. We recorded $1.9 million of expense during the three months ended June 30, 2020 related to the expected settlement of the Federal Action.
On June 24, 2019, the state court consolidated two state actions pending at that time (the State Action). On July 24, 2019, the two plaintiffs in the State Action filed a consolidated complaint. The consolidated complaint generally alleged that the Company misrepresented and/or omitted material information in the IPO offering documents, in violation of the Securities Act. The amended complaint sought 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' filed demurrers to the FAC on March 26, 2020. On June 10, 2020, the Court held a hearing on Defendants’ demurrers. At the hearing and in a subsequent order on June 23, 2020, the court sustained the demurrers with leave to amend for failure to state a claim but did not set a deadline for plaintiffs to file their second amended consolidated complaint (SAC) given certain outstanding discovery disputes between the parties. As of this filing, the court has not set a deadline for plaintiffs to file the SAC.
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.
On June 18, 2020, the Company filed a Complaint in the United States District Court for the Northern District of California against M.R.G. Concerts Ltd. (MRG) and Matthew Gibbons (Gibbons), asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, declaratory judgment, unfair competition, and common counts under California law, arising out of MRG and Gibbons’s termination of certain contracts with the Company and their refusal to make various payments to the Company required by those contracts. The case is in its early stages, and neither MRG nor Gibbons has yet responded formally to the Company’s Complaint. The Company cannot presently predict the likelihood of success.
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 $13.2 million and $14.8 million as of June 30, 2020 and December 31, 2019, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $1.5 million and $1.4 million as of June 30, 2020 and December 31, 2019, 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.
v3.20.2
Stockholders' Equity
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Stockholders' Equity Stockholders' Equity
Common Stock
The Company has two classes of common stock, Class A and Class B. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. The Company’s common stock has no preferences or privileges and is not redeemable. Holders of Class A and Class B common stock are entitled to dividends, if and when declared, by the Company’s board of directors.
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 allowed 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.
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 allowed 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. The Company no longer grants awards under the 2004 Plan or the 2010 Plan.
2018 Stock Option and Incentive Plan
The 2018 Stock Option and Incentive Plan (2018 Plan) allows for the granting of ISOs, NSOs, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, dividend equivalent rights and cash-based awards. The 2018 Plan replaces the 2010 Plan, but 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 7,670,021 shares of Class A common stock were reserved as of June 30, 2020.
As of June 30, 2020, there were 14,413,578 options issued and outstanding under the 2004 Plan, 2010 Plan and 2018 Plan (collectively, the Plans) and 13,888,505 shares available for issuance under the 2018 Plan.
Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the plan 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 at December 31, 201915,684,021  $9.28  6.3$170,847  
Granted
2,262,666  8.53  
Exercised
(2,041,747) 5.63  15,019  
Cancelled
(1,491,362) 10.75  
Balance at June 30, 202014,413,578  9.53  6.419,776  
Vested and exercisable as of June 30, 20209,056,348  8.04  5.119,205  
Vested and expected to vest as of June 30, 202014,004,215  9.47  6.319,729  
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
As of June 30, 2020, a total of 2,318,083 shares of the Company's Class A common stock were authorized for issuance under the 2018 Employee Stock Purchase Plan (ESPP). On May 31, 2020, 98,476 shares were purchased under the ESPP and as of June 30, 2020, 1,948,313 shares of Class A common stock were available for future issuance under the ESPP.
Common Stock Subject to Repurchase
At June 30, 2020 and December 31, 2019, outstanding common stock included 0 and 18,665 shares, respectively, subject to repurchase related to stock options early exercised and unvested. The Company had a liability of zero and $0.2 million as of June 30, 2020 and December 31, 2019, 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 assumptions presented as weighted averages were used to estimate the fair value of stock options granted to employees:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Expected dividend yield—%—%—%—%
Expected volatility56.2 %-56.8%49.2 %-49.4%56.2%-64.6%49.2%-49.7%
Risk-free interest rate0.34 %-0.45%1.85 %-1.95%0.34%-0.67%1.85%-2.58%
Expected term (years)5.50-6.025.13-6.085.50-6.02 years5.13 years-6.08 years
The weighted-average fair value of stock options granted was $4.44 and $8.02 for the three months ended June 30, 2020 and 2019, respectively, and $4.43 and $8.84 for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020 and December 31, 2019, the total unrecognized stock-based compensation related to unvested options outstanding was $32.1 million and $38.2 million, respectively, to be recognized over a weighted-average period of 2.65 years and 2.39 years, respectively.
Restricted Stock Units
Restricted stock unit activity for the periods indicated 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, 20193,791,543  $20.44  1.8$76,596  
Awarded2,421,120  9.08  
Released(474,195) 22.10  
Cancelled(1,435,723) 17.90  
Balance at June 30, 20204,302,745  14.71  1.336,875  
Vested and expected to vest as of June 30, 20203,718,790  14.55  1.231,870  
Vested and expected to vest as of December 31, 20193,126,182  20.46  1.663,055  
The Company recognized $4.1 million and $9.2 million of stock-based compensation expense related to RSUs during the three and six months ended June 30, 2020 and $3.7 million and $6.1 million during the three and six months ended June 30, 2019, respectively. Total unrecognized stock-based compensation related to RSUs outstanding was $48.8 million and $57.3 million as of June 30, 2020 and December 31, 2019, respectively, which is recognized over a weighted-average period of 2.58 years and 3.41 years, respectively.
v3.20.2
Net Loss Per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Net Loss Per Share Net Loss Per Share
Basic net loss per share is calculated by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period. In periods of net loss, basic net loss per share and diluted net loss per share are equal as including the potentially dilutive securities has an anti-dilutive effect.
The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net loss $(38,584) $(14,794) $(185,060) $(24,747) 
Weighted-average shares used in computing net loss per share, basic and diluted 88,410  81,369  87,174  80,049  
Net loss per share, basic and diluted$(0.44) $(0.18) $(2.12) $(0.31) 
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):
June 30,
20202019
Options to purchase common stock 14,414  18,622  
Shares related to convertible senior notes11,909  —  
Restricted stock and restricted stock units4,288  2,784  
Early exercised options —  42  
Total shares of potentially dilutive securities30,611  21,448  
As we expect to settle the principal amount of our convertible senior notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. The conversion spread of 11.9 million shares will have a dilutive impact on diluted net income per share of common stock when the average market price of our common stock for a given period exceeds the conversion price of $12.60 per share.
v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The Company recorded an income tax benefit of $1.0 thousand and expense of $0.1 million for the three and six months ended June 30, 2020, respectively, compared to an income tax benefit of $1.2 million and $1.1 million for the three and six months ended June 30, 2019, respectively. The change was attributable to changes in our year over year taxable earnings mix and the recognition of tax attributes in our non-U.S. subsidiaries.
The differences in the tax provision for the periods presented and the U.S. federal statutory rate is primarily due to foreign taxes in profitable jurisdictions and the recording of a full valuation allowance on our net deferred tax assets.
The Company applies the discrete method provided in ASC 740 to calculate its interim tax provision.
v3.20.2
Geographic Information
6 Months Ended
Jun. 30, 2020
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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
United States$6,250  $58,687  $41,626  $118,471  
International2,144  22,071  15,854  43,613  
Total net revenue$8,394  $80,758  $57,480  $162,084  

No individual country included in International net revenue represented 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.
v3.20.2
Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation
The accompanying interim condensed consolidated financial statements of the Company are unaudited. The unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and the applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The condensed consolidated balance sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date.
The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments of a normal and recurring nature considered necessary to state fairly the Company's consolidated financial position, results of operations and cash flows for the interim periods. All intercompany transactions and balances have been eliminated. The interim results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020 or for any other future annual or interim period.
The information included in this Quarterly Report on Form 10-Q should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Quantitative and Qualitative Disclosures About Market Risk" and the Consolidated Financial Statements and notes thereto included in Items 7, 7A and 8, respectively, in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Form 10-K).
Use of Estimates In order to conform with U.S. 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 chargebacks and refunds reserve, the capitalization and estimated useful life of internal-use software, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for doubtful accounts, indirect tax reserves and contra-revenue amounts related to fraudulent events, customer disputed transactions and refunds. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements.
Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the condensed 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
In February 2016, the Financial Accounting Standards Board (FASB) issued ASC 842, which supersedes the previous accounting guidance for leases included within 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 ASC 842 in the 2019 Form 10-K and retroactively applied its provisions to January 1, 2019 in accordance with ASU No. 2018-11, Targeted Improvements to ASC 842 using a modified retrospective approach, thereby recasting the results of operations for each of the first three quarters of 2019. The recast results for the three and six months ended June 30, 2019 are reflected as such in this Quarterly Report on Form 10-Q. The Company elected not to adjust comparative periods prior to 2019 and will continue to disclose reporting periods prior to January 1, 2019 under ASC 840.
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 classifies this lease as an operating lease and recognizes lease expense in the consolidated statement of operations. Lease payments are 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 depreciation 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 $29.7 million of operating lease liabilities 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 consolidated 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 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 liabilities 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 8.
In June 2016, the FASB issued ASU 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 adopted this new standard effective January 1, 2020 and has considered forward-looking information in its measurement and recognition of expected credit losses for its accounts receivables, creator signing fees and creator advances, including consideration of the financial statement effects of the COVID-19 pandemic. Refer to Note 4, Note 5 and Note 6 for further information.
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740), Simplifying the Accounting for Income Taxes. This standard simplifies accounting for income taxes by removing certain exceptions to the general principles and amending existing guidance to improve consistent application. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations.
In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. The Company adopted this new standard effective January 1, 2020. Its adoption had no material impact on the Company's financial reporting or results of operations.
In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement.” The amendments modify the disclosure requirements in Topic 820 to add disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. Certain disclosure requirements in Topic 820 are also removed or modified. The amendments are effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Certain of the amendments are to be applied prospectively while others are to be applied retrospectively. There was not a material impact on the Company’s consolidated financial statements as a result of the adoption of ASU 2018-13.
Revenue Recognition and Cost of Net Revenue
The Company adopted ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs—Contracts with Customers (Subtopic 340-40) (ASC 606) on January 1, 2019.
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, is responsible for determining 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 condensed 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, including estimates related to the effect of the COVID-19 pandemic. 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 condensed consolidated statements of operations. See also the descriptions of the Company’s advance payouts under the sections Accounts Payable, Creators and Chargebacks and Refund Reserve below.
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 are to be remitted to the creators. Such balances were $198.0 million and $256.8 million as of June 30, 2020 and December 31, 2019, 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 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. Creators may apply to receive these proceeds prior to completion of their events as creators often need these funds to pay for event-related costs. For qualified creators, the Company passes ticket sales proceeds to the creator prior to the event, subject to certain limitations. Internally, the Company refers to these payments as advance payouts. When an advance payout is made, the Company reduces its cash and cash equivalents with a corresponding decrease to its accounts payable, creators.
Chargebacks and Refunds Reserve Under the Company's standard terms of service for creators using EPP, the Company settles a creator’s share of the proceeds from ticket sales within five business days after the successful completion of the event. The terms of the Company's standard merchant agreement obligate creators to reimburse attendees (or the Company, if it has processed the refund) who are entitled to refunds under the creator's refund policy and under the Company's refund policy requirement for ticket sales proceeds remitted to creators via advance payouts. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, materially not as described or removed from the Company's platform due to its failure to comply with the Company's terms of service or merchant agreement, resulting in significant chargebacks, refund requests and/or disputes between attendees and the creator, and risk that the creator will not be able to otherwise make the attendee whole. The Company may refund attendees if the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, among other circumstances. The Company may not be able to recover its losses from these events, and such unrecoverable amounts could equal the value of the transaction or transactions settled to the creator prior to the event that is disputed, plus any associated chargeback fees not assumed by the creator. The Company records estimates for refunds and chargebacks of its fees as contra-revenue. The Company records estimates for losses related to chargebacks and refunds of the face value of tickets as an operating expense classified within sales, marketing and support. The chargebacks and refunds reserve was $65.9 million and $2.7 million as of June 30, 2020 and December 31, 2019, respectively. The increase in the reserve balance during the six months ended June 30, 2020 was the result of estimated losses from the advance payout program and estimated future refunds of its fees, relating largely to the COVID-19 pandemic. Prior to March 31, 2020, the Company included its chargebacks and refunds reserve in other accrued liabilities on the consolidated balance sheets, and has reclassified the balance as of December 31, 2019 on the condensed consolidated balance sheets included in this Quarterly Report on Form 10-Q to be consistent with the presentation as of June 30, 2020.
Impairment of Long-Lived Assets
The carrying amounts of long-lived assets, including property and equipment, capitalized internal-use software, acquired intangible assets and right-of-use operating lease assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of 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.
During the six months ended June 30, 2020, the Company determined that conditions resulting from the COVID-19 pandemic warranted an interim assessment of its long-lived assets balance. The Company performed a recoverability test and concluded no impairment of the carrying value was required.
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired.
The Company determined that the conditions resulting from the COVID-19 pandemic and the decline in the market value of the Company's common stock warranted an interim assessment of its goodwill carrying amount. On January 1, 2020, the Company adopted ASU 2017-04, which eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. During the six months ended June 30, 2020, the Company performed its analysis by comparing the estimated fair value of the Company to its carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary.
v3.20.2
Overview and Basis of Presentation (Tables)
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Summary of Restructuring and Other Charges Restructuring and other charges by type for the RIF for the period were as follows (in thousands):
Three Months Ended
June 30, 2020
Employee severance and post-termination benefit arrangements$7,498  
Asset impairments and loss on disposals1,879  
Other charges144  
Total restructuring and other charges$9,521  
v3.20.2
Significant Accounting Policies (Tables)
6 Months Ended
Jun. 30, 2020
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):
June 30,
2020
December 31,
2019
Cash and cash equivalents$546,863  $420,712  
Restricted cash 2,230  2,228  
Total cash, cash equivalents and restricted cash $549,093  $422,940  
Reconciliation of Cash and Restricted Cash The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands):
June 30,
2020
December 31,
2019
Cash and cash equivalents$546,863  $420,712  
Restricted cash 2,230  2,228  
Total cash, cash equivalents and restricted cash $549,093  $422,940  
v3.20.2
Accounts Receivable, Net (Tables)
6 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Summary of Accounts Receivable The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Accounts receivable, customers $3,216  $4,979  
Allowance for doubtful accounts (2,387) (2,047) 
Accounts receivable, net $829  $2,932  
The following table summarizes the activity in creator advances for the periods indicated (in thousands):
Three Months Ended June 30,
20202019
Balance, beginning of period$14,462  $26,734  
Creator advances paid20  9,316  
Creator advances recouped(391) (4,914) 
Write-offs and other adjustments(2,673) (2,420) 
Balance, end of period
$11,418  $28,716  
Six Months Ended June 30,
20202019
Balance, beginning of period
$23,204  $23,142  
Creator advances paid
7,666  19,084  
Creator advances recouped
(6,753) (10,663) 
Write-offs and other adjustments
(12,699) (2,847) 
Balance, end of period
$11,418  $28,716  
Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Creator advances, net$10,532  $22,282  
Creator advances, noncurrent886  922  
Total creator advances$11,418  $23,204  
v3.20.2
Creator Signing Fees, Net (Tables)
6 Months Ended
Jun. 30, 2020
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):
Three Months Ended June 30,
20202019
Balance, beginning of period $17,725  $19,120  
Creator signing fees paid  4,630  
Amortization of creator signing fees (2,171) (2,522) 
Write-offs and other adjustments 1,189  (465) 
Balance, end of period $16,750  $20,763  

Six Months Ended June 30,
20202019
Balance, beginning of period$26,307  $17,005  
Creator signing fees paid3,901  9,188  
Amortization of creator signing fees(5,301) (4,915) 
Write-offs and other adjustments(8,157) (515) 
Balance, end of period$16,750  $20,763  
Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Creator signing fees, net $1,511  $9,597  
Creator signing fees, noncurrent 15,239  16,710  
Total creator signing fees$16,750  $26,307  
v3.20.2
Creator Advances, Net (Tables)
6 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Summary of Activity in Creator Advances The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Accounts receivable, customers $3,216  $4,979  
Allowance for doubtful accounts (2,387) (2,047) 
Accounts receivable, net $829  $2,932  
The following table summarizes the activity in creator advances for the periods indicated (in thousands):
Three Months Ended June 30,
20202019
Balance, beginning of period$14,462  $26,734  
Creator advances paid20  9,316  
Creator advances recouped(391) (4,914) 
Write-offs and other adjustments(2,673) (2,420) 
Balance, end of period
$11,418  $28,716  
Six Months Ended June 30,
20202019
Balance, beginning of period
$23,204  $23,142  
Creator advances paid
7,666  19,084  
Creator advances recouped
(6,753) (10,663) 
Write-offs and other adjustments
(12,699) (2,847) 
Balance, end of period
$11,418  $28,716  
Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Creator advances, net$10,532  $22,282  
Creator advances, noncurrent886  922  
Total creator advances$11,418  $23,204  
v3.20.2
Property, Plant and Equipment, Net (Tables)
6 Months Ended
Jun. 30, 2020
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment, Net
Property, plant and equipment, net consisted of the following as of the dates indicated (in thousands):
June 30,
2020
December 31,
2019
Capitalized internal-use software development costs $47,218  $44,194  
Furniture and fixtures 3,654  3,861  
Computers and computer equipment 9,265  14,836  
Leasehold improvements 8,207  8,393  
Finance lease right-of-use assets619  1,005  
Property, plant and equipment68,963  72,289  
Less: Accumulated depreciation and amortization (53,880) (52,554) 
Property, plant and equipment, net $15,083  $19,735  
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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Depreciation expense$977  $1,599  $2,491  $3,236  
Capitalized internal-use software development costs737  2,614  3,024  4,922  
Stock-based compensation costs included in capitalized internal-use software development costs106  448  486  651  
Amortization of capitalized internal-use software development costs2,118  1,799  4,207  3,499  
v3.20.2
Leases (Tables)
6 Months Ended
Jun. 30, 2020
Leases [Abstract]  
Adoption Effect of Topic 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):
December 31,
2019
January 1,
2019
December 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  —  
As a result of the derecognition of the San Francisco office lease as a build-to-suit lease and reclassification to an operating lease under ASC 842, the Company recast its previously reported results for the three and six months ended June 30, 2019 as follows (in thousands):
Three Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$80,758  $—  $80,758  
Cost of Net Revenue31,073  46  31,119  
Gross Profit49,685  (46) 49,639  
Operating Expenses:
Product Development16,295  333  16,628  
Sales, marketing and support25,872  181  26,053  
General and administrative22,051  236  22,287  
Total operating expenses64,218  750  64,968  
Loss from operations(14,533) (796) (15,329) 
Interest expense(1,868) 835  (1,033) 
Other income, net375  —  375  
Loss before income taxes(16,026) 39  (15,987) 
Income tax provision(1,193) —  (1,193) 
Net loss$(14,833) $39  $(14,794) 
Six Months Ended June 30, 2019
Initially
As Reported
Effect of ASC 842 AdoptionRecast
As Reported
Net Revenue$162,084  $—  $162,084  
Cost of Net Revenue61,591  93  61,684  
Gross Profit100,493  (93) 100,400  
Operating Expenses:
Product Development30,559  666  31,225  
Sales, marketing and support47,434  344  47,778  
General and administrative47,178  489  47,667  
Total operating expenses125,171  1,499  126,670  
Loss from operations(24,678) (1,592) (26,270) 
Interest expense(3,801) 1,676  (2,125) 
Loss on debt extinguishment—  —  —  
Other income, net2,555  —  2,555  
Loss before income taxes(25,924) 84  (25,840) 
Income tax provision(1,093) —  (1,093) 
Net loss$(24,831) $84  $(24,747) 
Components of Operating Lease Cost
The components of operating lease costs were as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Operating lease costs$2,013  $1,962  $3,894  $3,933  
Sublease income(1,047) (979) (2,042) (1,944) 
Total operating lease costs, net$966  $983  $1,852  $1,989  
Maturities of Operating Lease Liabilities
As of June 30, 2020, maturities of operating lease liabilities were as follows (in thousands):
Operating Leases
The remainder of 2020$4,640  
20215,258  
20223,677  
20233,499  
20242,495  
Thereafter4,723  
Total operating lease payments24,292  
Less: Imputed interest(3,756) 
Total operating lease liabilities$20,536  
v3.20.2
Debt (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Summary of Long-Term Debt
As of June 30, 2020, long-term debt consisted of the following (in thousands): 

Term LoansConvertible Notes (2025 Notes)Total
Outstanding principal balance$125,000  $150,000  $275,000  
Less: Unamortized discount (22,363) (47,015) (69,378) 
Less: Debt issuance costs$(5,150) $(3,891) (9,041) 
Carrying amount, long-term debt$97,487  $99,094  $196,581  
Composition of the 2025 Notes
As of June 30, 2020, the 2025 Notes consisted of the following (in thousands):
June 30, 2020
Liability component:
Principal$150,000  
Less: unamortized discount (47,015) 
Less: debt issuance costs(3,891) 
Net carrying amount$99,094  
v3.20.2
Goodwill and Acquired Intangible Assets, Net (Tables)
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Acquired Intangible Assets
Acquired intangible assets consisted of the following (in thousands):
June 30, 2020
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology $19,096  $19,096  $—  
Customer relationships 74,484  30,536  43,948  4.8
Tradenames1,600  1,600  —  
Acquired intangible assets, net $95,180  $51,232  $43,948  

December 31, 2019
CostAccumulated
Amortization
Net Book
Value
Weighted-
average
remaining
useful life
(years)
Developed technology$19,096  $19,062  $34  0.2
Customer relationships74,484  25,360  49,124  5.2
Tradenames1,600  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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Cost of net revenue $12  $95  $34  $324  
Sales, marketing and support2,588  2,588  5,176  5,159  
Total amortization of acquired intangible assets $2,600  $2,683  $5,210  $5,483  
Total Expected Future Amortization Expense for Acquired Intangible Assets
As of June 30, 2020, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands):
The remainder of 20205,233  
202110,197  
20228,202  
20237,709  
20247,583  
Thereafter5,024  
    Total expected future amortization expense$43,948  
v3.20.2
Commitments and Contingencies (Tables)
6 Months Ended
Jun. 30, 2020
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 not yet paid as of June 30, 2020 (in thousands):
Creator AdvancesCreator
Signing Fees
Total
The remainder of 2020$9,791  $1,935  $11,726  
202111,218  2,221  13,439  
20224,952  406  5,358  
20233,418  256  3,674  
Thereafter751  —  751  
   Total$30,130  $4,818  $34,948  
v3.20.2
Stockholders' Equity (Tables)
6 Months Ended
Jun. 30, 2020
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 at December 31, 201915,684,021  $9.28  6.3$170,847  
Granted
2,262,666  8.53  
Exercised
(2,041,747) 5.63  15,019  
Cancelled
(1,491,362) 10.75  
Balance at June 30, 202014,413,578  9.53  6.419,776  
Vested and exercisable as of June 30, 20209,056,348  8.04  5.119,205  
Vested and expected to vest as of June 30, 202014,004,215  9.47  6.319,729  
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 assumptions presented as weighted averages were used to estimate the fair value of stock options granted to employees:
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Expected dividend yield—%—%—%—%
Expected volatility56.2 %-56.8%49.2 %-49.4%56.2%-64.6%49.2%-49.7%
Risk-free interest rate0.34 %-0.45%1.85 %-1.95%0.34%-0.67%1.85%-2.58%
Expected term (years)5.50-6.025.13-6.085.50-6.02 years5.13 years-6.08 years
Restricted Stock Unit Activity
Restricted stock unit activity for the periods indicated 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, 20193,791,543  $20.44  1.8$76,596  
Awarded2,421,120  9.08  
Released(474,195) 22.10  
Cancelled(1,435,723) 17.90  
Balance at June 30, 20204,302,745  14.71  1.336,875  
Vested and expected to vest as of June 30, 20203,718,790  14.55  1.231,870  
Vested and expected to vest as of December 31, 20193,126,182  20.46  1.663,055  
v3.20.2
Net Loss Per Share (Tables)
6 Months Ended
Jun. 30, 2020
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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net loss $(38,584) $(14,794) $(185,060) $(24,747) 
Weighted-average shares used in computing net loss per share, basic and diluted 88,410  81,369  87,174  80,049  
Net loss per share, basic and diluted$(0.44) $(0.18) $(2.12) $(0.31) 
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):
June 30,
20202019
Options to purchase common stock 14,414  18,622  
Shares related to convertible senior notes11,909  —  
Restricted stock and restricted stock units4,288  2,784  
Early exercised options —  42  
Total shares of potentially dilutive securities30,611  21,448  
v3.20.2
Geographic Information (Tables)
6 Months Ended
Jun. 30, 2020
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):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
United States$6,250  $58,687  $41,626  $118,471  
International2,144  22,071  15,854  43,613  
Total net revenue$8,394  $80,758  $57,480  $162,084  
v3.20.2
Overview and Basis of Presentation - Narrative (Details) - segment
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]    
Number of operating segments   1
Number of reportable segments   1
Planned percent of workforce reduction 45.00%  
v3.20.2
Overview and Basis of Presentation - Summary of Restructuring and Other Charges (Details)
$ in Thousands
3 Months Ended
Jun. 30, 2020
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Employee severance and post-termination benefit arrangements $ 7,498
Asset impairments and loss on disposals 1,879
Other charges 144
Total restructuring and other charges $ 9,521
v3.20.2
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Dec. 31, 2018
Accounting Policies [Abstract]        
Cash and cash equivalents $ 546,863 $ 420,712    
Restricted cash 2,230 2,228    
Total cash, cash equivalents and restricted cash $ 549,093 $ 422,940 $ 500,962 $ 439,400
v3.20.2
Significant Accounting Policies - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Mar. 11, 2020
Jan. 01, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Operating lease costs $ 2,013 $ 1,962 $ 3,894 $ 3,933        
Depreciation expense 977 1,599 2,491 3,236        
Interest expense 3,625 1,033 3,637 2,125        
Operating lease right-of-use assets 18,342   18,342   $ 22,160      
Operating lease liabilities 20,536 $ 20,500 20,536 $ 20,500 25,300      
Deferred rent obligations and lease incentives               $ 1,700
Finance lease right-of-use assets         400      
Finance lease liabilities         700      
Cash and cash equivalents 546,863   546,863   420,712      
Funds receivable 5,659   5,659   54,896      
Advance payouts outstanding 253,300   253,300     $ 354,000    
Chargebacks and refunds reserve 65,907   65,907   2,699      
Tickets Sold on Behalf of Creators                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Funds receivable 5,300   5,300   51,100      
Creator Cash                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Cash and cash equivalents $ 198,000   $ 198,000   256,800      
San Francisco Office Lease                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Operating lease right-of-use assets         5,953      
ASU 2016-02                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Capital lease asset             $ (26,700)  
Lease financing obligation             (28,900)  
Operating lease right-of-use assets             25,700  
Operating lease liabilities             29,700  
Finance lease right-of-use assets             400  
Finance lease liabilities             500  
Deferred tax liability related to right-of-use asset             2,500  
Deferred tax liability related to lease liability             3,000  
ASU 2016-02 | San Francisco Office Lease                
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                
Operating lease costs         3,700      
Depreciation expense         (500)      
Interest expense         $ (3,300)      
Operating lease right-of-use assets             $ 10,130  
v3.20.2
Fair Value Measurement (Details) - Convertible Notes - 2025 Notes
Jun. 30, 2020
USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Aggregate principal amount $ 150,000,000.0
Stated interest rate 5.00%
v3.20.2
Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Unusual or Infrequent Item, or Both [Line Items]        
Accounts receivable, customers $ 3,216 $ 3,216   $ 4,979
Allowance for doubtful accounts (2,387) (2,387)   (2,047)
Accounts receivable, net 829 829   $ 2,932
Provision for bad debt and creator advances   16,224 $ 2,380  
COVID-19 Pandemic        
Unusual or Infrequent Item, or Both [Line Items]        
Provision for bad debt and creator advances $ 2,500 $ 3,600    
v3.20.2
Creator Signing Fees, Net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]            
Creator signing fees, amortization period         3 years 2 months 8 days  
Activity in creator signing fees:            
Balance, beginning of period $ 17,725 $ 19,120 $ 26,307 $ 17,005    
Creator signing fees paid 7 4,630 3,901 9,188    
Amortization of creator signing fees (2,171) (2,522) (5,301) (4,915)    
Write-offs and other adjustments 1,189 (465) (8,157) (515)    
Balance, end of period 16,750 20,763 16,750 20,763    
Creator signing fees, net         $ 1,511 $ 9,597
Creator signing fees, noncurrent         15,239 16,710
Total creator signing fees $ 16,750 $ 20,763 $ 26,307 $ 17,005 $ 16,750 $ 26,307
v3.20.2
Creator Advances, Net (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Dec. 31, 2019
Activity In Notes, Loans And Financing Receivable [Roll Forward]            
Balance, beginning of period $ 14,462 $ 26,734 $ 23,204 $ 23,142    
Creator advances paid 20 9,316 7,666 19,084    
Creator advances recouped (391) (4,914) (6,753) (10,663)    
Write-offs and other adjustments (2,673) (2,420) (12,699) (2,847)    
Balance, end of period 11,418 28,716 11,418 28,716    
Creator advances, net         $ 10,532 $ 22,282
Creator advances, noncurrent         886 922
Total creator advances $ 11,418 $ 28,716 $ 23,204 $ 28,716 $ 11,418 $ 23,204
v3.20.2
Property, Plant and Equipment, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Property, Plant and Equipment [Line Items]    
Finance lease right-of-use assets $ 619 $ 1,005
Property, plant and equipment 68,963 72,289
Less: Accumulated depreciation and amortization (53,880) (52,554)
Property, plant and equipment, net 15,083 19,735
Capitalized internal-use software development costs    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 47,218 44,194
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 3,654 3,861
Computers and computer equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 9,265 14,836
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 8,207 $ 8,393
v3.20.2
Property, Plant and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 977 $ 1,599 $ 2,491 $ 3,236
Capitalized internal-use software development costs 737 2,614 3,024 4,922
Stock-based compensation costs included in capitalized internal-use software development costs 106 448 486 651
Stock-based compensation costs included in capitalized internal-use software development costs $ 2,118 $ 1,799 $ 4,207 $ 3,499
v3.20.2
Leases - Adoption Effect of Topic 842 on the Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jan. 01, 2019
Dec. 31, 2018
New Accounting Pronouncements or Change in Accounting Principle [Line Items]        
Property, plant and equipment, net $ 15,083 $ 19,735    
Other accrued liabilities 13,110 16,997    
Operating lease right-of-use assets 18,342 22,160    
Operating lease liabilities 7,538 9,115    
Operating lease liabilities, noncurrent 12,998 16,162    
Accumulated deficit $ (557,886) (372,826)    
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  
v3.20.2
Leases- Adoption Effect of Topic 842 on the Consolidated Statements of Income (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]            
Net revenue $ 8,394   $ 80,758   $ 57,480 $ 162,084
Cost of net revenue [1] 10,094   31,119   38,099 61,684
Gross profit (1,700)   49,639   19,381 100,400
Product development [1] 15,047   16,628   31,218 31,225
Sales, marketing and support [1] (3,073)   26,053   96,842 47,778
General and administrative [1] 22,472   22,287   64,581 47,667
Total operating expenses [1] 34,446   64,968   192,641 126,670
Loss from operations (36,146)   (15,329)   (173,260) (26,270)
Interest expense (3,625)   (1,033)   (3,637) (2,125)
Loss on debt extinguishment           0
Other income (expense), net 1,186   375   (8,099) 2,555
Loss before income taxes (38,585)   (15,987)   (184,996) (25,840)
Income tax provision (benefit) (1)   (1,193)   64 (1,093)
Net loss $ (38,584) $ (146,476) (14,794) $ (9,953) $ (185,060) (24,747)
Initially As Reported            
New Accounting Pronouncements or Change in Accounting Principle [Line Items]            
Net revenue     80,758     162,084
Cost of net revenue     31,073     61,591
Gross profit     49,685     100,493
Product development     16,295     30,559
Sales, marketing and support     25,872     47,434
General and administrative     22,051     47,178
Total operating expenses     64,218     125,171
Loss from operations     (14,533)     (24,678)
Interest expense     (1,868)     (3,801)
Loss on debt extinguishment           0
Other income (expense), net     375     2,555
Loss before income taxes     (16,026)     (25,924)
Income tax provision (benefit)     (1,193)     (1,093)
Net loss     (14,833)     (24,831)
Adjustment | ASU 2016-02            
New Accounting Pronouncements or Change in Accounting Principle [Line Items]            
Net revenue     0     0
Cost of net revenue     46     93
Gross profit     (46)     (93)
Product development     333     666
Sales, marketing and support     181     344
General and administrative     236     489
Total operating expenses     750     1,499
Loss from operations     (796)     (1,592)
Interest expense     835     1,676
Loss on debt extinguishment           0
Other income (expense), net     0     0
Loss before income taxes     39     84
Income tax provision (benefit)     0     0
Net loss     $ 39     $ 84
[1]
(1) Includes stock-based compensation as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Cost of net revenue207  325  630  569  
Product development3,366  2,187  7,055  4,225  
Sales, marketing and support901  1,246  2,332  2,469  
General and administrative5,137  4,948  10,416  9,570  
v3.20.2
Leases - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Lessee, Lease, Description [Line Items]          
Net cash provided by (used in) operating activities     $ (126,715) $ 57,331  
Net cash provided by (used in) financing activities     256,636 12,068  
Operating lease right-of-use assets $ 18,342   18,342   $ 22,160
Operating lease liabilities 20,536 $ 20,500 20,536 20,500 25,300
Operating lease liabilities, current 7,538   7,538   9,115
Operating lease liabilities, noncurrent 12,998   12,998   16,162
Cash payments for operating lease liabilities $ 2,500 $ 2,300 $ 4,900 4,100  
Weighted-average remaining operating lease term 2 years 2 months 15 days   2 years 2 months 15 days    
Weighted-average discount rate on operating leases 7.80%   7.80%    
Finance lease right-of-use assets         400
Finance lease liabilities         700
Finance lease liabilities, current         400
Finance lease liabilities, noncurrent         $ 300
Cash payments for finance lease liabilities     $ 300 138  
Adjustment          
Lessee, Lease, Description [Line Items]          
Net cash provided by (used in) operating activities       (400)  
Net cash provided by (used in) financing activities       $ 400  
Minimum          
Lessee, Lease, Description [Line Items]          
Remaining lease term of operating leases 1 year   1 year    
Maximum          
Lessee, Lease, Description [Line Items]          
Remaining lease term of operating leases 10 years   10 years    
v3.20.2
Leases - Components of Operating Lease Costs (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Leases [Abstract]        
Operating lease costs $ 2,013 $ 1,962 $ 3,894 $ 3,933
Sublease income (1,047) (979) (2,042) (1,944)
Total operating lease costs, net $ 966 $ 983 $ 1,852 $ 1,989
v3.20.2
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Jun. 30, 2019
Operating Leases      
The remainder of 2020 $ 4,640    
2021 5,258    
2022 3,677    
2023 3,499    
2024 2,495    
Thereafter 4,723    
Total operating lease payments 24,292    
Less: Imputed interest (3,756)    
Total operating lease liabilities $ 20,536 $ 25,300 $ 20,500
v3.20.2
Debt - Summary of Long-Term Debt (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Outstanding principal balance $ 275,000,000  
Less: Unamortized discount (69,378,000)  
Less: Debt issuance costs (9,041,000)  
Long-term debt 196,581,000 $ 0
Term Loans    
Debt Instrument [Line Items]    
Outstanding principal balance 125,000,000  
Less: Unamortized discount (22,363,000)  
Less: Debt issuance costs (5,150,000)  
Long-term debt 97,487,000  
Convertible Notes    
Debt Instrument [Line Items]    
Outstanding principal balance 150,000,000  
Less: Unamortized discount (47,015,000)  
Less: Debt issuance costs (3,891,000)  
Long-term debt $ 99,094,000  
v3.20.2
Debt - Narrative (Details)
1 Months Ended 3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
Jun. 30, 2020
USD ($)
segment
day
$ / shares
May 31, 2020
USD ($)
$ / shares
shares
Jun. 30, 2020
USD ($)
$ / shares
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
$ / shares
Jun. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Debt Instrument [Line Items]                
Long-term debt $ 196,581,000 $ 196,581,000   $ 196,581,000   $ 196,581,000   $ 0
Debt discount 69,378,000 69,378,000   69,378,000   69,378,000    
Interest expense       3,625,000 $ 1,033,000 3,637,000 $ 2,125,000  
Equity issuance costs           0 413,000  
Purchase of convertible notes capped calls           15,600,000 $ 0  
Line of Credit                
Debt Instrument [Line Items]                
Debt issuance costs     $ 40,600,000          
Stock Purchase Agreement                
Debt Instrument [Line Items]                
Shares issued (in shares) | shares     2,599,174          
Share price (in dollars per share) | $ / shares     $ 0.01          
Stock Purchase Agreement | Line of Credit                
Debt Instrument [Line Items]                
Debt issuance costs     $ 27,400,000          
Term Loans                
Debt Instrument [Line Items]                
Long-term debt 97,487,000 97,487,000   97,487,000   97,487,000    
Debt discount 22,363,000 22,363,000   22,363,000   22,363,000    
Term Loans | Line of Credit                
Debt Instrument [Line Items]                
Interest payment 600,000              
Total cash costs     13,200,000          
Debt issuance costs     7,600,000          
Debt discount     $ 5,600,000          
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit                
Debt Instrument [Line Items]                
Cash pay interest rate     4.00%          
PIK interest rate     8.50%          
Estimated fair value of long-term debt 133,200,000 133,200,000   133,200,000   133,200,000    
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Two                
Debt Instrument [Line Items]                
Optional prepayment percentage     12.00%          
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Three                
Debt Instrument [Line Items]                
Optional prepayment percentage     10.00%          
Term Loans | Initial Term Loan and Delayed Draw Term Loan | Line of Credit | Year Four                
Debt Instrument [Line Items]                
Optional prepayment percentage     8.00%          
Term Loans | Initial Term Loan | Line of Credit                
Debt Instrument [Line Items]                
Aggregate principal amount     $ 125,000,000.0          
Debt issuance costs     $ 29,000,000.0          
Effective interest rate     18.50%          
Term Loans | Delayed Draw Term Loan | Line of Credit                
Debt Instrument [Line Items]                
Aggregate principal amount 50,000,000.0 50,000,000.0 $ 100,000,000.0 50,000,000.0   50,000,000.0    
Debt issuance costs     $ 11,600,000          
Convertible Notes                
Debt Instrument [Line Items]                
Long-term debt 99,094,000 99,094,000   99,094,000   99,094,000    
Debt discount 47,015,000 47,015,000   47,015,000   47,015,000    
Convertible Notes | 2025 Notes                
Debt Instrument [Line Items]                
Long-term debt 99,094,000 99,094,000   99,094,000   99,094,000    
Aggregate principal amount 150,000,000.0 150,000,000.0   150,000,000.0   150,000,000.0    
Debt discount $ 47,015,000 $ 47,015,000   $ 47,015,000   $ 47,015,000    
Effective interest rate 13.90% 13.90%   13.90%   13.90%    
Estimated fair value of long-term debt $ 134,800,000 $ 134,800,000   $ 134,800,000   $ 134,800,000    
Stated interest rate 5.00% 5.00%   5.00%   5.00%    
Total issuance costs   $ 5,700,000            
Proceeds from issuance of debt, net of discounts and debt issuance costs   $ 144,300,000            
Conversion rate   0.0793903            
Conversion price | $ / shares $ 12.60 $ 12.60   $ 12.60   $ 12.60    
Threshold percentage of stock price trigger for redemption   130.00%            
Threshold trading days for redemption | day   20            
Threshold consecutive trading days for redemption | day   30            
Period over which default must be cured or waived after notice is given   60 days            
Amount of judgment payments rendered that classify as an Event of Default   $ 10,000,000            
Discharge or stay period for judgment   45 days            
Default on debt by the Company or subsidiary that classifies as an Event of Default $ 10,000,000 $ 10,000,000   $ 10,000,000   $ 10,000,000    
Percent of the aggregate principal amount due upon Event of Default 25.00% 25.00%   25.00%   25.00%    
Special interest rate period   180 days            
Special interest rate 0.50% 0.50%   0.50%   0.50%    
Carrying amount of the equity component representing the conversion option $ 47,300,000 $ 47,300,000   $ 47,300,000   $ 47,300,000    
Interest expense       500,000        
Contractual interest       300,000        
Amortization of debt issuance costs and debt discounts       $ 200,000        
Liability issuance costs   3,900,000            
Equity issuance costs   $ 1,800,000            
Convertible Notes | 2025 Notes | Capped Calls                
Debt Instrument [Line Items]                
Strike price (in dollars per share) | $ / shares   $ 12.60            
Cap price (in dollars per share) | $ / shares           $ 17.1520    
Purchase of convertible notes capped calls   $ 15,600,000            
Convertible Notes | 2025 Notes | Conversion Condition 1                
Debt Instrument [Line Items]                
Threshold percentage of stock price trigger for conversion   130.00%            
Threshold trading days for conversion | segment   20            
Threshold consecutive trading days for conversion | segment   30            
Convertible Notes | 2025 Notes | Conversion Condition 2                
Debt Instrument [Line Items]                
Threshold percentage of stock price trigger for conversion   98.00%            
Threshold consecutive trading days for conversion | segment   10            
v3.20.2
Debt - Composition of the 2025 Notes (Details) - USD ($)
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Principal $ 275,000,000  
Less: Unamortized discount (69,378,000)  
Less: Debt issuance costs (9,041,000)  
Net carrying amount 196,581,000 $ 0
Convertible Notes    
Debt Instrument [Line Items]    
Principal 150,000,000  
Less: Unamortized discount (47,015,000)  
Less: Debt issuance costs (3,891,000)  
Net carrying amount 99,094,000  
Convertible Notes | 2025 Notes    
Debt Instrument [Line Items]    
Principal 150,000,000  
Less: Unamortized discount (47,015,000)  
Less: Debt issuance costs (3,891,000)  
Net carrying amount $ 99,094,000  
v3.20.2
Goodwill and Acquired Intangible Assets, Net - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]    
Goodwill $ 170,560 $ 170,560
v3.20.2
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Mar. 31, 2020
Jun. 30, 2020
Dec. 31, 2019
Acquired intangible assets, net:      
Cost   $ 95,180 $ 95,180
Accumulated amortization   51,232 46,022
Acquired intangible assets, net   43,948 49,158
Developed technology      
Acquired intangible assets, net:      
Cost   19,096 19,096
Accumulated amortization   19,096 19,062
Acquired intangible assets, net   0 34
Weighted- average remaining useful life 2 months 12 days    
Customer relationships      
Acquired intangible assets, net:      
Cost   74,484 74,484
Accumulated amortization   30,536 25,360
Acquired intangible assets, net   $ 43,948 49,124
Weighted- average remaining useful life 5 years 2 months 12 days 4 years 9 months 18 days  
Tradenames      
Acquired intangible assets, net:      
Cost   $ 1,600 1,600
Accumulated amortization   1,600 1,600
Acquired intangible assets, net   $ 0 $ 0
v3.20.2
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Finite-Lived Intangible Assets [Line Items]        
Amortization of acquired intangible assets $ 2,600 $ 2,683 $ 5,210 $ 5,483
Cost of net revenue        
Finite-Lived Intangible Assets [Line Items]        
Amortization of acquired intangible assets 12 95 34 324
Sales, marketing and support        
Finite-Lived Intangible Assets [Line Items]        
Amortization of acquired intangible assets $ 2,588 $ 2,588 $ 5,176 $ 5,159
v3.20.2
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]    
The remainder of 2020 $ 5,233  
2021 10,197  
2022 8,202  
2023 7,709  
2024 7,583  
Thereafter 5,024  
Acquired intangible assets, net $ 43,948 $ 49,158
v3.20.2
Commitment and Contingencies - Narrative (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]    
Restricted cash $ 2,230 $ 2,228
v3.20.2
Commitments and Contingencies - Future Creator Payments Committed to under Contract but Not Yet Paid (Details)
$ in Thousands
Jun. 30, 2020
USD ($)
Future creator payments  
The remainder of 2020 $ 11,726
2021 13,439
2022 5,358
2023 3,674
Thereafter 751
Total 34,948
Creator Advances  
Future creator payments  
The remainder of 2020 9,791
2021 11,218
2022 4,952
2023 3,418
Thereafter 751
Total 30,130
Creator Signing Fees  
Future creator payments  
The remainder of 2020 1,935
2021 2,221
2022 406
2023 256
Thereafter 0
Total $ 4,818
v3.20.2
Commitments and Contingencies - Litigation and Loss Contingencies (Details)
$ in Millions
3 Months Ended
Jun. 04, 2020
plaintiff
Jul. 16, 2019
USD ($)
Jun. 16, 2019
complaint
Apr. 15, 2019
complaint
Jun. 30, 2020
USD ($)
Dec. 31, 2019
USD ($)
Aug. 22, 2019
lawsuit
Jun. 24, 2019
lawsuit
Loss Contingencies [Line Items]                
Refunds issued to ticket buyers   $ 4.0            
Loss contingency accrual         $ 13.2 $ 14.8    
Estimate of possible loss attributable to potential interest and penalties         1.5 $ 1.4    
Class Action                
Loss Contingencies [Line Items]                
Number of plaintiffs | plaintiff 3              
Federal Action                
Loss Contingencies [Line Items]                
Number of pending claims | lawsuit             2  
Settlement expense         $ 1.9      
Securities Class Action Complaint - United States District Court, Northern District of California                
Loss Contingencies [Line Items]                
Number of complaints | complaint       2        
Securities Class Action Complaint - Superior Court Of California, San Mateo County                
Loss Contingencies [Line Items]                
Number of complaints | complaint       3        
State Action                
Loss Contingencies [Line Items]                
Number of pending claims | lawsuit               2
Roxodus Lawsuits                
Loss Contingencies [Line Items]                
Number of complaints | complaint     2          
v3.20.2
Stockholders' Equity - Narrative (Details)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
May 31, 2020
shares
Jun. 30, 2020
USD ($)
$ / shares
shares
Jun. 30, 2019
USD ($)
$ / shares
Jun. 30, 2020
USD ($)
vote
$ / shares
shares
Jun. 30, 2019
USD ($)
$ / shares
Dec. 31, 2019
USD ($)
shares
Aug. 31, 2018
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)   14,413,578   14,413,578   15,684,021      
Common stock subject to repurchase related to stock options (in shares)   0   0   18,665      
Liability related to early exercises of stock options | $   $ 0.0   $ 0.0   $ 0.2      
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares   $ 4.44 $ 8.02 $ 4.43 $ 8.84        
Compensation expense not yet recognized | $   $ 32.1   $ 32.1   $ 38.2      
Stock Options                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Weighted-average recognition period for unrecognized stock-based compensation       2 years 7 months 24 days 2 years 4 months 20 days        
Restricted Stock Units                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Weighted-average recognition period for unrecognized stock-based compensation       2 years 6 months 29 days   3 years 4 months 28 days      
Stock-based compensation expense | $   4.1 $ 3.7 $ 9.2 $ 6.1        
Total unrecognized stock-based compensation | $   $ 48.8 $ 57.3 $ 48.8 $ 57.3        
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                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Number of shares available for grant (in shares)   13,888,505   13,888,505          
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          
Class A Common Stock | 2018 Stock Option and Incentive Plan                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Number of votes per share | vote       1          
Common stock reserved for future issuance (in shares)   7,670,021   7,670,021     7,672,600    
Class A Common Stock | 2018 Employee Stock Purchase Plan | Employee Stock                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Common stock reserved for future issuance (in shares)   1,948,313   1,948,313          
Shares authorized for issuance (in shares)   2,318,083   2,318,083          
Issuance common stock for ESPP Purchase (in shares) 98,476                
Class B Common Stock | 2018 Stock Option and Incentive Plan                  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                  
Number of votes per share | vote       10          
v3.20.2
Stockholders' Equity - Stock Option Activity (Details)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2020
USD ($)
$ / shares
shares
Dec. 31, 2019
USD ($)
$ / shares
shares
Outstanding options    
Balance (in shares) | shares 15,684,021  
Granted (in shares) | shares 2,262,666  
Exercised (in shares) | shares (2,041,747)  
Cancelled (in shares) | shares (1,491,362)  
Balance (in shares) | shares 14,413,578 15,684,021
Vested and exercisable (in shares) | shares 9,056,348 9,913,182
Vested and expected to vest (in shares) | shares 14,004,215 15,197,994
Weighted- average exercise price    
Balance (in dollars per share) | $ / shares $ 9.28  
Granted (in dollars per share) | $ / shares 8.53  
Exercised (in dollars per share) | $ / shares 5.63  
Cancelled (in dollars per share) | $ / shares 10.75  
Balance (in dollars per share) | $ / shares 9.53 $ 9.28
Vested and exercisable (in dollars per share) | $ / shares 8.04 7.14
Vested and expected to vest (in dollars per share) | $ / shares $ 9.47 $ 9.16
Weighted- average remaining contractual term    
Outstanding 6 years 4 months 24 days 6 years 3 months 18 days
Vested and exercisable 5 years 1 month 6 days 5 years 1 month 6 days
Vested and expected to vest 6 years 3 months 18 days 6 years 3 months 18 days
Aggregate intrinsic value    
Outstanding | $ $ 19,776 $ 170,847
Exercised | $ 15,019  
Vested and exercisable | $ 19,205 129,341
Vested and expected to vest | $ $ 19,729 $ 167,439
v3.20.2
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details) - Stock Options
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expected dividend yield 0.00% 0.00% 0.00% 0.00%
Minimum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expected volatility 56.20% 49.20% 56.20% 49.20%
Risk-free interest rate 0.34% 1.85% 0.34% 1.85%
Expected term 5 years 6 months 5 years 1 month 17 days 5 years 6 months 5 years 1 month 17 days
Maximum        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Expected volatility 56.80% 49.40% 64.60% 49.70%
Risk-free interest rate 0.45% 1.95% 0.67% 2.58%
Expected term 6 years 7 days 6 years 29 days 6 years 7 days 6 years 29 days
v3.20.2
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Outstanding RSUs and RSAs      
Awarded (in shares) 2,421,120    
Released (in shares) (474,195)    
Cancelled (in shares) (1,435,723)    
Balance (in shares) 4,302,745    
Weighted-average grant date fair value per share      
Awarded (in dollars per share) $ 9.08    
Released (in dollars per share) 22.10    
Cancelled (in dollars per share) 17.90    
Balance (in dollars per share) $ 14.71    
Weighted-average remaining contractual term      
Balance 1 year 3 months 18 days    
Aggregate intrinsic value      
Balance $ 36,875    
Restricted Stock Units      
Outstanding RSUs and RSAs      
Balance (in shares) 3,791,543    
Balance (in shares)     3,791,543
Vested and and expected to vest (in shares) 3,718,790   3,126,182
Weighted-average grant date fair value per share      
Balance (in dollars per share) $ 20.44    
Balance (in dollars per share)     $ 20.44
Vested and expected to vest (in dollars per share) $ 14.55   $ 20.46
Weighted-average remaining contractual term      
Balance     1 year 9 months 18 days
Vested and expected to vest 1 year 2 months 12 days 1 year 7 months 6 days  
Aggregate intrinsic value      
Balance     $ 76,596
Vested and expected to vest $ 31,870   $ 63,055
v3.20.2
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Mar. 31, 2020
Jun. 30, 2019
Mar. 31, 2019
Jun. 30, 2020
Jun. 30, 2019
Earnings Per Share [Abstract]            
Net loss $ (38,584) $ (146,476) $ (14,794) $ (9,953) $ (185,060) $ (24,747)
Weighted-average shares used in computing net loss per share, basic and diluted (in shares) 88,410   81,369   87,174 80,049
Net loss per share, basic and diluted (in dollars per share) $ (0.44)   $ (0.18)   $ (2.12) $ (0.31)
v3.20.2
Net Loss Per Share - Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares
shares in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 30,611 21,448
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) 14,414 18,622
Shares related to convertible senior notes    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 11,909 0
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) 4,288 2,784
Early exercised options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 0 42
v3.20.2
Net Loss Per Share - Narrative (Details) - $ / shares
shares in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 30,611 21,448
2025 Notes | Convertible Notes    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Conversion price $ 12.60  
Convertible Senior Notes    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) 11,909 0
v3.20.2
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Tax Disclosure [Abstract]        
Income tax expense (benefit) $ (1) $ (1,193) $ 64 $ (1,093)
v3.20.2
Geographic Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue, Major Customer [Line Items]        
Net revenue $ 8,394,000 $ 80,758,000 $ 57,480,000 $ 162,084,000
United States        
Revenue, Major Customer [Line Items]        
Net revenue 6,250,000 58,687,000 41,626,000 118,471,000
International        
Revenue, Major Customer [Line Items]        
Net revenue $ 2,144,000 $ 22,071,000 $ 15,854,000 $ 43,613,000