Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-38658 | |
Entity Registrant Name | EVENTBRITE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 14-1888467 | |
Entity Address, Address Line One | 22 Cleveland Street | |
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, $0.00001 par value | |
Trading Symbol | EB | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity Central Index Key | 0001475115 | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 74,888,546 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 18,830,717 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash and cash equivalents | $ 593,342 | $ 505,756 |
Funds receivable | 14,780 | 10,807 |
Accounts receivable, net | 444 | 458 |
Creator signing fees, net | 2,626 | 3,657 |
Creator advances, net | 4,355 | 6,651 |
Prepaid expenses and other current assets | 8,697 | 9,804 |
Total current assets | 624,244 | 537,133 |
Restricted cash | 2,790 | 2,674 |
Creator signing fees, noncurrent | 3,795 | 5,838 |
Property and equipment, net | 9,271 | 11,574 |
Operating lease right-of-use assets | 12,186 | 13,886 |
Goodwill | 174,388 | 174,388 |
Acquired intangible assets, net | 39,555 | 42,333 |
Other assets | 1,821 | 7,859 |
Total assets | 868,050 | 795,685 |
Current liabilities | ||
Accounts payable, creators | 254,082 | 191,134 |
Accounts payable, trade | 2,085 | 1,903 |
Chargebacks and refunds reserve | 28,022 | 33,225 |
Accrued compensation and benefits | 5,863 | 3,980 |
Accrued taxes | 3,709 | 2,992 |
Operating lease liabilities | 3,334 | 4,940 |
Other accrued liabilities | 10,861 | 8,362 |
Total current liabilities | 307,956 | 246,536 |
Accrued taxes, noncurrent | 12,880 | 14,234 |
Operating lease liabilities, noncurrent | 10,693 | 11,517 |
Long-term debt | 352,060 | 206,630 |
Other liabilities | 1,169 | 1,196 |
Total liabilities | 684,758 | 480,113 |
Commitments and contingencies (Note 10) | ||
Stockholders’ equity | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of March 31, 2021 and December 31, 2020 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized; 93,495,469 shares issued and outstanding as of March 31, 2021; 92,654,785 shares issued and outstanding as of December 31, 2020 | 1 | 1 |
Additional paid-in capital | 862,673 | 913,115 |
Accumulated deficit | (679,382) | (597,544) |
Total stockholders’ equity | 183,292 | 315,572 |
Total liabilities and stockholders’ equity | $ 868,050 | $ 795,685 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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) | 93,495,469 | 92,654,785 |
Common stock, shares outstanding (in shares) | 93,495,469 | 92,654,785 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 27,818 | $ 49,086 |
Cost of net revenue | 13,675 | 28,005 |
Gross profit | 14,143 | 21,081 |
Operating expenses | ||
Product development | 15,319 | 16,171 |
Sales, marketing and support | 5,639 | 99,915 |
General and administrative | 19,028 | 42,109 |
Total operating expenses | 39,986 | 158,195 |
Loss from operations | (25,843) | (137,114) |
Interest expense | (7,610) | (12) |
Loss on debt extinguishment | (49,977) | 0 |
Other income (expense), net | (948) | (9,285) |
Loss before income taxes | (84,378) | (146,411) |
Income tax provision (benefit) | 513 | 65 |
Net loss | $ (84,891) | $ (146,476) |
Net loss per share, basic (in dollars per share) | $ (0.91) | $ (1.71) |
Net loss per share, diluted (in dollars per share) | $ (0.91) | $ (1.71) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 92,879 | 85,879 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 92,879 | 85,879 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative effect adjustment | [1] | Common StockCommon Stock-Class A | Common StockCommon Stock-Class B | Additional Paid-In Capital | Additional Paid-In CapitalCumulative effect adjustment | [1] | Accumulated Deficit | Accumulated DeficitCumulative effect adjustment | [1] |
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 | 0 | |||||||||
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 the net share settlement | (1,713) | (1,713) | |||||||||
Conversion of convertible stock (in shares) | 262,483 | (262,483) | |||||||||
Conversion of common stock from Class B to Class A | 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) | ||||||
Balance (in shares) at Dec. 31, 2020 | 69,475,511 | 23,179,274 | |||||||||
Balance at Dec. 31, 2020 | $ 315,572 | $ (42,399) | $ 1 | $ 0 | 913,115 | $ (45,452) | (597,544) | $ 3,053 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Accounting Standards Update [Extensible List] | eb:AccountingStandardsUpdate202006Member | ||||||||||
Issuance of common stock upon exercise of stock options (in shares) | 589,978 | 589,978 | |||||||||
Issuance of common stock upon exercise of stock options | $ 4,680 | 4,680 | |||||||||
Issuance of restricted stock awards (in shares) | 4,137 | ||||||||||
Issuance of restricted stock awards | 0 | ||||||||||
Issuance of common stock for settlement of RSUs (in shares) | 386,894 | ||||||||||
Issuance of common stock for settlement of RSUs | 0 | ||||||||||
Shares withheld related to net share settlement (in shares) | (140,325) | ||||||||||
Shares withheld related to the net share settlement | (2,611) | (2,611) | |||||||||
Conversion of convertible stock (in shares) | 2,702,492 | (2,702,492) | |||||||||
Conversion of common stock from Class B to Class A | 0 | ||||||||||
Purchase of 2026 Capped Calls on 2026 Notes | (18,509) | (18,509) | |||||||||
Stock-based compensation | 11,450 | 11,450 | |||||||||
Net loss | (84,891) | (84,891) | |||||||||
Balance (in shares) at Mar. 31, 2021 | 73,018,687 | 20,476,782 | |||||||||
Balance at Mar. 31, 2021 | $ 183,292 | $ 1 | $ 0 | $ 862,673 | $ (679,382) | ||||||
[1] | The Company adopted ASU 2020-06, effective January 1, 2021. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (84,891) | $ (146,476) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 5,288 | 6,213 |
Amortization of creator signing fees | 879 | 3,130 |
Non-cash operating lease expenses | 1,799 | 1,881 |
Stock-based compensation expense | 11,363 | 10,822 |
Loss on debt extinguishment | 49,977 | 0 |
Payment in kind interest | 2,178 | 0 |
Amortization of debt discount and issuance costs | 2,429 | 0 |
Provision for chargebacks and refunds | (1,840) | 98,936 |
Impairment of creator advances and creator signing fees | 3,442 | 13,932 |
Provision for bad debt and creator advances | 39 | 6,549 |
Other | 452 | (120) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (160) | (70) |
Funds receivable | (3,973) | 54,896 |
Creator signing fees, net | (18) | (3,894) |
Creator advances, net | 1,200 | (1,284) |
Prepaid expenses and other assets | 805 | 268 |
Accounts payable, creators | 62,948 | (75,329) |
Accounts payable | 216 | 411 |
Chargebacks and refunds reserve | (3,363) | (11,901) |
Funds payable | 0 | 3,381 |
Accrued compensation and benefits | 1,883 | 30 |
Accrued taxes | (1,055) | (2,420) |
Operating lease liabilities | (2,529) | (2,387) |
Other accrued liabilities | 2,062 | (3,835) |
Payment in kind interest | (8,962) | 0 |
Net cash provided by (used in) operating activities | 40,169 | (47,267) |
Cash flows from investing activities | ||
Purchases of property and equipment | (93) | (1,033) |
Capitalized internal-use software development costs | (25) | (1,909) |
Net cash used in investing activities | (118) | (2,942) |
Cash flows from financing activities | ||
Proceeds from issuance of convertible notes | 212,750 | 0 |
Debt issuance costs | (5,319) | 0 |
Purchase of 2026 Capped Calls on 2026 Notes | (18,509) | 0 |
Principal repayment of debt obligations and prepayment premium | (143,247) | 0 |
Proceeds from exercise of stock options | 4,680 | 4,654 |
Taxes paid related to net share settlement of equity awards | (2,611) | (2,147) |
Principal payments on lease financing obligation | (93) | (61) |
Net cash provided by financing activities | 47,651 | 2,446 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 87,702 | (47,763) |
Cash, cash equivalents and restricted cash | ||
Beginning of period | 508,430 | 422,940 |
End of period | 596,132 | 375,177 |
Supplemental cash flow data | ||
Interest paid | 1,055 | 11 |
Income taxes paid, net of refunds | 37 | 406 |
Non-cash investing and financing activities | ||
Unpaid debt offering costs | 435 | 61 |
Purchases of property and equipment, accrued but unpaid | $ 58 | $ 305 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
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 in-person and online live experiences. The Company’s platform integrates components needed to seamlessly plan, promote and produce live events. To further enhance the value of the creators’ self-service experience the Company is working to reframe the Eventbrite product experience around the creator rather than the event. To this end, the Company has streamlined the event creation process and launched tools that promote multiple events and opportunities to further monetize and increase audience size for their events. Basis of Presentation The accompanying condensed consolidated financial statements of the Company are unaudited. The unaudited 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 accompanying unaudited 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 months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 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, 2020 (2020 Form 10-K). Revision of Condensed Consolidated Financial Statements As disclosed in the 2020 Form 10-K, the Company identified an error within the condensed consolidated statement of cash flows for the three months ended March 31, 2020. The accompanying financial statements have been revised to correct for such error. The impact of such revision resulted in net cash used in operating activities decreasing by $1.8 million to $47.3 million and net cash provided by financing activities decreasing by $1.8 million to $2.4 million for the three months ended March 31, 2020. The Company evaluated the error and concluded that it was not material to the March 31, 2020 financial statements previously issued. These revisions have no impact on the Company's previously reported consolidated net income, financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as reported on the Company's consolidated statements of cash flows. 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 The effect of and uncertainties surrounding the COVID-19 pandemic have caused the Company to make significant estimates in its unaudited condensed consolidated financial statements as of and for the three months ended March 31, 2021, 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 months ended March 31, 2021. 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. Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the condensed consolidated statements of comprehensive loss have been omitted from the unaudited condensed consolidated financial statements. Segment Information The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews 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. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Recently Adopted Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815) , which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The Company early adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. Adoption of ASU 2020-06 resulted in a decrease to additional paid-in capital of $45.5 million, an increase to retained earnings of $3.1 million, and a net increase to long-term debt of $42.4 million. Refer to Note 8 – Debt for more details. The Company will use the if-converted method to calculate diluted EPS unless it makes an irrevocable election to settle the principal of the notes in cash and the excess conversion spread in shares, in which case the Company can continue to use the Treasury stock method. Since the Company had a net loss for the three months ended March 31, 2021 and 2020, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. The Company's significant accounting policies are discussed in the "Notes to Consolidated Financial Statements, Note 2. Significant Accounting Policies" in the 2020 Form 10-K. There have been no significant changes to these policies that have had a material impact on the Company's unaudited condensed consolidated financial statements and related notes, except as noted above. Revenue Recognition 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 a portion of revenues from a series of marketing services and tools that enable creators to market their events and increase reach to attendees. 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. The Company previously provided certain creators with account management services and customer support and continues to recognize a portion of revenues from those service contracts. 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 latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. 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 $240.5 million and $181.1 million as of March 31, 2021 and December 31, 2020, 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): March 31, December 31, Cash and cash equivalents $ 593,342 $ 505,756 Restricted cash 2,790 2,674 Total cash, cash equivalents and restricted cash $ 596,132 $ 508,430 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 $13.6 million and $10.0 million as of March 31, 2021 and December 31, 2020, 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 a portion of these proceeds prior to completion of their events. 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. Due to the COVID-19 pandemic, the Company temporarily suspended its advance payouts program on March 11, 2020. As of March 31, 2021, the advance payouts outstanding is approximately $222.5 million. The Company started making advance payouts available to a limited number of qualified creators who meet strict guidelines during the third quarter of 2020 and is piloting ways to offer a broader self-service program with stricter limitations than the program offered prior to the COVID-19 pandemic. Chargebacks and Refunds Reserve The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in significant chargebacks and refund requests. If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, 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. Reserves are recorded based on the Company's assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, the size and nature of future events, the remaining time to event date, and actual chargeback and refund activity during the current year. 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 three months ended March 31, 2021, 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. 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 Compan y 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 March 31, 2021 and December 31, 2020. Refer to Note 8 “Debt” for details regarding the fair value of our convertible senior notes. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2021 | |
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. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for doubtful accounts when identified. The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands): March 31, December 31, Accounts receivable, customers $ 1,039 $ 1,494 Allowance for doubtful accounts (595) (1,036) Accounts receivable, net $ 444 $ 458 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Creator Signing Fees, Net | Creator Signing Fees, Net Creator signing fees are incentives that were previously offered and paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. As of March 31, 2021, the balance of creator signing fees, net is being amortized over a weighted-average remaining contract life of 3.27 years on a straight-line basis. The write-offs and other adjustments for the three months ended March 31, 2021 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 March 31, 2021 2020 Balance, beginning of period $ 9,495 $ 26,307 Creator signing fees paid 18 3,894 Amortization of creator signing fees (879) (3,130) Write-offs and other adjustments (2,213) (9,346) Balance, end of period $ 6,421 $ 17,725 Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): March 31, March 31, Creator signing fees, net $ 2,626 $ 6,347 Creator signing fees, noncurrent 3,795 11,378 Total creator signing fees $ 6,421 $ 17,725 |
Creator Advances, Net
Creator Advances, Net | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Creator Advances, Net | Creator Advances, Net Creator advances are incentives that were previously offered by the Company. These 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 months ended March 31, 2021 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 March 31, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid — 7,646 Creator advances recouped (1,200) (6,362) Write-offs and other adjustments (1,096) (10,026) Balance, end of period $ 4,355 $ 14,462 Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): March 31, March 31, Creator advances, net $ 4,355 $ 13,868 Creator advances, noncurrent — 594 Total creator advances $ 4,355 $ 14,462 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net consisted of the following as of the dates indicated (in thousands): March 31, December 31, Capitalized internal-use software development costs $ 49,314 $ 49,202 Furniture and fixtures 3,612 3,594 Computers and computer equipment 6,918 6,926 Leasehold improvements 7,663 7,690 Finance lease right-of-use assets 605 607 Property and equipment 68,112 68,019 Less: Accumulated depreciation and amortization (58,841) (56,445) Property and equipment, net $ 9,271 $ 11,574 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 March 31, 2021 2020 Depreciation expense $ 679 $ 1,514 Amortization of capitalized internal-use software development costs 1,831 2,089 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases Operating Leases The Company has operating leases primarily for office space. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. 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. In calculating the present value of the lease payments, the Company utilizes its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The components of operating lease costs were as follows (in thousands): Three Months Ended March 31, 2021 2020 Operating lease costs $ 1,799 $ 1,881 Sublease income (1,083) (995) Total operating lease costs, net $ 716 $ 886 As of March 31, 2021, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.2%. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $0.2 million in the three months ended March 31, 2021. As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Operating Leases The remainder of 2021 $ 2,796 2022 3,633 2023 3,522 2024 2,251 2025 2,015 Thereafter 830 Total operating lease payments 15,047 Less: Imputed interest (1,020) Total operating lease liabilities $ 14,027 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 3,334 Operating lease liabilities, noncurrent 10,693 Total operating lease liabilities $ 14,027 |
Leases | Leases Operating Leases The Company has operating leases primarily for office space. The Company subleases certain leased office space to third parties when it determines there is excess leased capacity. 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. In calculating the present value of the lease payments, the Company utilizes its incremental borrowing rate, as the rates implicit in the leases were not readily determinable. The incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in economic environments where the leased asset is located. The components of operating lease costs were as follows (in thousands): Three Months Ended March 31, 2021 2020 Operating lease costs $ 1,799 $ 1,881 Sublease income (1,083) (995) Total operating lease costs, net $ 716 $ 886 As of March 31, 2021, the Company's operating leases had a weighted-average remaining lease term of 4.5 years and a weighted-average discount rate of 3.2%. Operating lease right-of-use assets obtained in exchange for operating lease obligations were $0.2 million in the three months ended March 31, 2021. As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Operating Leases The remainder of 2021 $ 2,796 2022 3,633 2023 3,522 2024 2,251 2025 2,015 Thereafter 830 Total operating lease payments 15,047 Less: Imputed interest (1,020) Total operating lease liabilities $ 14,027 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 3,334 Operating lease liabilities, noncurrent 10,693 Total operating lease liabilities $ 14,027 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of March 31, 2021 (post-ASU 2020-06 adoption), long-term debt consisted of the following (in thousands): Convertible Notes (2026 Notes) Convertible Notes (2025 Notes) Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (5,700) (4,990) (10,690) Carrying amount, long-term debt $ 207,050 $ 145,010 $ 352,060 As of December 31, 2020 (pre-ASU 2020-06 adoption), long-term debt consisted of the following (in thousands): Term Loans Convertible Notes (2025 Notes) Total Outstanding principal balance $ 125,000 $ 150,000 $ 275,000 Payment in kind interest 6,784 — 6,784 Less: Unamortized discount (22,387) (43,973) (66,360) Less: Debt issuance costs (5,156) (3,638) (8,794) Carrying amount, long-term debt $ 104,241 $ 102,389 $ 206,630 The net carrying amount of the equity component of the convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): Convertible Notes (2025 Notes) March 31, December 31, Proceeds allocated to the conversion option $ — $ 47,250 Less: issuance costs — (1,798) Carrying amount of the equity component $ — $ 45,452 The following tables set forth the total interest expense recognized related to the term loans and the convertible notes for three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 2020 Contractual interest expense $ 2,968 $ — Payment in kind interest 2,178 — Amortization of debt discount 1,750 — Amortization of debt issuance costs 679 — Total interest expense $ 7,575 $ — Term Loans On March 11, 2021, the Company repaid all borrowings outstanding under the Credit Agreement, dated as of May 9, 2020 (and as amended on June 15, 2020), by and among the Company, FP EB Aggregator, L.P. (FP) and Wilmington Trust, National Association, as the administrative agent (the May 2020 credit agreement), and subsequently terminated the May 2020 credit agreement. In connection with the early termination of the borrowings outstanding under the May 2020 credit agreement, the Company paid $153.2 million, which consisted of $125.0 million in principal payments, a $18.2 million make-whole premium, $9.0 million payment in kind interest and $1.0 million of accrued contractual interest. In May 2020, in connection with the execution of the May 2020 credit agreement, the Company entered into a stock purchase agreement with FP to issue and sell 2,599,174 shares of Class A Common Stock to FP for a purchase price of $0.01 per share. The Company accounted for these shares at fair value and recorded $27.4 million as debt discount. The Company incurred total cash costs of $13.2 million, of which $7.6 million were third party offering costs and the remaining $5.6 million were lender fees, resulting in total debt issuance costs and discount of $40.6 million. The Company recorded a loss on debt extinguishment of $50.0 million during three months ended March 31, 2021. The loss primarily related to the write-off of unamortized debt discount and issuance costs of $31.8 million and a $18.2 million make-whole premium. During the three months ended March 31, 2021, the Company recorded payment in kind interest of $2.2 million, amortization of debt discount and issuance costs of $2.2 million, and cash interest of $1.0 million. Senior Notes 2025 Notes In June 2020, the Company issued $150.0 million aggregate principal amount of 5.000% convertible senior notes due 2025 (the 2025 Notes), in a private offering to qualified institutional buyers. 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 debt issuance costs of $5.7 million, was $144.3 million. Prior to the adoption of ASU 2020-06, the Company separated the conversion option of the 2025 Notes from the debt instrument and classified the conversion option in equity. The 2025 Notes were not issued at a substantial premium. ASU 2020-06 eliminates the cash conversion model in ASC 470-20, no longer requiring the Company to account for the embedded conversion feature as a component of equity. As a result, the Company now accounts for the 2025 Notes as a single unit of account. The adoption of ASU 2020-06 primarily had the following impact on the Company's financial statements: • Recognition of additional $45.5 million in long term debt on the consolidated balance sheet as of January 1, 2021. This relates to the derecognition of the conversion option which was previously classified as equity. • A cumulative effect adjustment was recognized to the opening balance of retained earnings of $3.1 million. This relates to the decreased interest expense on the 2025 Notes for fiscal 2020 due to the elimination of the discount resulting from the recognition of the equity component. • The deferred taxes previously recognized upon the issuance of the 2025 Notes were reversed upon the adoption of ASU 2020-06 through equity and were offset by a valuation allowance, resulting in no income tax impact to the consolidated financial statements. The effective interest rate of the 2025 Notes is 5.8%. During the three months ended March 31, 2021, the Company recorded cash interest of $1.9 million, and amortization of debt issuance costs of $0.2 million. The 2025 Notes are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2025 Notes; (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iv) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. 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). The Company may irrevocably elect a settlement in cash, shares of Class A common stock, or a combination of cash and shares of 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, entitled to an increase in the conversion rate. No sinking fund is provided for the 2025 Notes. 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, note holders 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. 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. As of March 31, 2021, the total estimated fair value of the 2025 Notes was approximately $315.7 million. The fair value was determined based on the closing trading price per $100 of the 2025 Notes as of the last available day of trading for the period. The fair value of the 2025 Notes is primarily affected by the trading price of our Class A common stock and market interest rates. The fair value of the 2025 Notes is considered a Level 2 input in the fair value hierarchy, as they are not actively traded. 2026 Notes In March 2021, the Company issued $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 (the 2026 Notes) in a private offering to qualified institutional buyers, inclusive of the initial purchaser's exercise in full of its option to purchase additional notes. The 2026 Notes bear interest at a fixed rate of 0.750% per year. Interest is payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2021. The 2026 Notes mature on September 15, 2026 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2026 Notes, after deducting estimated debt issuance costs of $5.8 million, was $207.0 million. The 2026 Notes are the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the 2026 Notes and effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness; and (iii) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. Before March 15, 2026, noteholders will have the right to convert their 2026 Notes under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on June 30, 2021 (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 for each of 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 notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price per share of our Class A common stock on such trading day and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on our Class A common stock, as described in the Indenture and • if the Company call such notes for redemption; From and after March 15, 2026, noteholders may convert their 2026 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Upon conversion, the 2026 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. The Company may irrevocably elect a settlement in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock. The 2026 Notes are convertible at an initial conversion rate of 35.8616 shares of Class A common stock per $1,000 principal amount of 2026 Notes, which is equal to an initial conversion price of approximately $27.89 per share of Class A common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time. No sinking fund is provided for the 2026 Notes. The 2026 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after March 15, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s 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 days 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. In addition, calling any 2026 Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that 2026 Note will be increased in certain circumstances 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 2026 Notes at a cash repurchase price equal to the principal amount of the 2026 Notes to be repurchased, plus accrued and unpaid interest, if any. 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 2026 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 Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (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 Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) 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 (vi) certain events of bankruptcy, insolvency and reorganization involving the Company or any of the Company’s significant subsidiaries. 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 2026 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 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 2026 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 2026 Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the 2026 Notes. In accounting for the issuance of the 2026 Notes, total issuance costs of $5.8 million related to the 2026 Notes are being amortized to interest expense over the term of the 2026 Notes using the effective interest rate method. The effective interest rate of the 2026 Notes is 1.3%. During the three months ended March 31, 2021, the Company recorded cash interest of $89,000, and amortization of debt issuance costs of $54,000. As of March 31, 2021, the total estimated fair value of the 2026 Notes was approximately $219.5 million. The fair value was determined based on the closing trading price per $100 of the 2026 Notes as of the last available day of trading for the period. The fair value of the 2026 Notes is primarily affected by the trading price of our Class A common stock and market interest rates. The fair value of the 2026 Notes is considered a Level 2 input in the fair value hierarchy, as they are not actively traded. Capped Call Transactions In March 2021, in connection with the offering of the 2026 Notes, the Company entered into privately negotiated capped call transactions (2026 Capped Calls) with certain financial institutions (2026 Option Counterparties). The 2026 Capped Calls cover, subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the 2026 Notes, the number of shares of Class A common stock initially underlying the 2026 Notes. The 2026 Capped Calls are expected generally to reduce potential dilution to the Class A common stock upon any conversion of 2026 Notes and/or offset any potential cash payments the Company is required to make in excess of the principal amount of such converted 2026 Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the 2026 Capped Calls will initially be $37.5375 per share of Class A common stock, and is subject to certain customary adjustments under the terms of the 2026 Capped Calls. The 2026 Capped Calls will expire in September 2026, if not exercised earlier. The 2026 Capped Calls are separate transactions entered into by the Company with each 2026 Option Counterparty, and are not part of the terms of the 2026 Notes and will not affect any noteholder’s rights under the 2026 Notes. Noteholders will not have any rights with respect to the 2026 Capped Calls. The 2026 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 2026 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2026 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. The 2026 Capped Call Transactions do not meet the criteria for separate accounting as a derivative. The aggregate premium paid for the purchase of the 2026 Capped Calls of $18.5 million was recorded as a reduction to additional paid-in capital on the consolidated balance sheets. In June 2020, in connection with the offering of the 2025 Notes, the Company entered privately negotiated capped call transactions with certain financial institutions (2025 Capped Calls). The 2025 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 2025 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 2025 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 2025 Capped Call transactions. The 2025 Capped Calls will expire in December 2025, if not exercised earlier. The 2025 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 2025 Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the 2025 Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the 2025 Capped Calls are separate transactions, and not part of the terms of the Notes. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2021 | |
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 $174.4 million as of March 31, 2021 and December 31, 2020. During the three months ended March 31, 2021, 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): March 31, 2021 Cost Accumulated Net Book Developed technology $ 22,396 $ 19,398 $ 2,998 Customer relationships 74,884 38,368 36,516 Tradenames 1,650 1,609 41 Acquired intangible assets, net $ 98,930 $ 59,375 $ 39,555 December 31, 2020 Cost Accumulated Net Book Developed technology $ 22,396 $ 19,194 $ 3,202 Customer relationships 74,884 35,800 39,084 Tradenames 1,650 1,603 47 Acquired intangible assets, net $ 98,930 $ 56,597 $ 42,333 The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of net revenue $ 203 $ 22 Sales, marketing and support 2,569 2,588 General and administrative 6 — Total amortization of acquired intangible assets $ 2,778 $ 2,610 As of March 31, 2021, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): The remainder of 2021 8,439 2022 9,209 2023 8,593 2024 8,300 2025 5,014 Thereafter — Total expected future amortization expense $ 39,555 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Our principal commitments consist of obligations under the 2025 Notes and 2026 Notes (including principal and coupon interest), operating leases for office space, future creator signing fees and creator advances, as well as non-cancellable purchase commitments. During the three months ended March 31, 2021, the Company issued the 2026 Notes, which consisted of $212.75 million aggregate principal amount of 0.750% convertible senior notes due 2026 in a private offering. As of March 31, 2021, the Company's contractual obligation to settle commitments related to the principal amount of 2026 Notes is $212.75 million for the year ended December 31, 2026. Other than as described above, there were no material changes outside the Company's normal course of business in its commitments under contractual obligations from those disclosed in the 2020 Form 10-K. The following table summarizes the Company's contractual obligation to settle commitments related to the 2026 Notes and 2025 Notes as of March 31, 2021 (in thousands): Payments due by Year Total 2021 2022 2023 2024 2025 Thereafter Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ — $ — $ — $ 212,750 Interest obligations on 2026 Notes (1) 8,780 820 1,591 1,591 1,596 1,591 1,591 Convertible Senior Notes Due 2025 150,000 — — — — 150,000 — Interest obligations on 2025 Notes (1) 37,500 7,500 7,500 7,500 7,500 7,500 — (1) The 2026 Notes and 2025 Notes bear interest at a fixed rate of 0.750% and 5.000% per year, respectively. 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. Refund Policy 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 the Company 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. The Company denies the allegations and intends to defend the case vigorously. The case is in its early stages. Prior to answering Plaintiffs’ complaint, Eventbrite brought a motion to compel arbitration pursuant to its Terms of Service. The Court denied that motion. The Company thereafter answered Plaintiffs’ Complaint and brought a second motion to compel arbitration, based in part on facts established via the Company’s Answer. That motion remains pending. No other motions have been made, and no other rulings have been issued. The Company is unable to predict the likely outcome at this point. Stockholder Litigation Beginning on April 15, 2019, purported stockholders of the Company filed two putative securities class action complaints in the United States District Court for the Northern District of California, and three putative securities class action complaints in the Superior Court of California for the County of San Mateo, against the Company, certain of its executives and directors, and its underwriters for the Company's initial public offering (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 (the Federal Action). On October 11, 2019, the lead plaintiffs in the Federal Action filed an amended consolidated complaint. That complaint alleged that the Company misrepresented and/or omitted material information in its IPO offering documents in violation of the Securities Act. It also challenged public statements made after the IPO in violation of the Exchange Act. The amended complaint sought unspecified monetary damages and other relief on behalf of investors. On December 11, 2019, the defendants filed a motion to dismiss the amended complaint. 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. We recorded $1.9 million of expense during the year ended December 31, 2020 related to the expected settlement of the Federal Action. On August 27, 2020, the lead plaintiff in the Federal Action filed a motion for preliminary approval of the settlement. On October 21, 2020, the Court vacated the preliminary approval hearing, and on October 30, 2020, the Court issued an order continuing the preliminary approval hearing, tentatively rescheduling the hearing for March 18, 2021. On January 22, 2021, the Court issued an order denying without prejudice the motion for preliminary approval. On February 9, 2021, the Company gave notice to the lead plaintiff that, in light of the denial of the preliminary approval motion, it was terminating the settlement agreement. 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, and sought unspecified monetary damages and other relief on behalf of investors. On August 23, 2019, defendants filed demurrers to the consolidated complaint, which the court sustained with leave to amend at a hearing on November 1, 2019. Plaintiffs filed a first amended consolidated complaint (FAC) on February 10, 2020. Defendants filed demurrers to the FAC on March 26, 2020. On June 23, 2020, the court sustained the demurrers with leave to amend. On November 9, 2020, the plaintiffs filed their second amended consolidated complaint (SAC). On November 20, 2020, defendants filed demurrers to the SAC, which were overruled on December 17, 2020. On January 15, 2021, defendants filed their answers to the SAC. On January 22, 2021, the plaintiffs filed a motion for class certification. On February 11, 2021, the parties stipulated to class certification, and on February 17, 2021, the Court entered an order certifying a class of “all persons and entities who purchased or otherwise acquired Eventbrite, Inc. Class A common stock pursuant or traceable to the Registration Statement and Prospectus issued in connection with Eventbrite’s September 2018 Initial Public Offering and who were damaged thereby.” As of March 31, 2021, the Company continues to record $1.9 million accrual related to the expected settlement of the Federal Action. 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. Commercial Contract Litigation 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 (the MFL Action) and Eventbrite, Inc. v. Fab Loranger et al., 3:19-CV-04083 (the Loranger Action and, together with the MFL Action, the Roxodus Lawsuits). The Roxodus Lawsuits arose 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 asserted 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. With respect to the Loranger Action, on November 6, 2020, the Company and the defendants executed a long-form settlement agreement for which the Company received a partial settlement of the refunded amount. On November 6, 2020, the Company and the defendants in the Loranger Action executed a long-form settlement agreement for which the Company received a partial settlement of the refunded amount. In light of that settlement, the Loranger Action was dismissed with prejudice on November 12, 2020, and the MFL Action dismissed without prejudice on January 21, 2021. 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. MRG asserted counterclaims against Eventbrite for breach of one of the contracts in issue, as well as for breach of the implied covenant of good faith and fair dealing, unfair competition, and declaratory judgment. On October 1, 2020, Eventbrite moved to dismiss MRG’s counterclaims and certain of MRG and Gibbons’s affirmative defenses. The Court denied Eventbrite’s motion, and the case is presently in the discovery phase. No other motions have been filed, and no other rulings have issued. The case is in its early stages, and 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. Tax Matters 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 $11.6 million and $13.6 million as of March 31, 2021 and December 31, 2020, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $1.6 million and $1.5 million as of March 31, 2021 and December 31, 2020, 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. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Equity Incentive Plans In August 2018, the 2018 Stock Option and Incentive Plan (2018 Plan) was adopted by the board of directors and approved by the stockholders and became effective in connection with the IPO. The 2018 Plan replaces the 2010 Stock Plan (2010 Plan) as the board of directors has determined not to make additional awards under the 2010 Plan. The 2010 Plan will continue to govern outstanding equity awards granted thereunder. The 2018 Plan allows for the granting of options, stock appreciation rights, restricted stock, restricted stock units (RSUs), unrestricted stock awards, dividend equivalent rights and cash-based awards. Every January 1, the number of shares of stock reserved and available for issuance under the 2018 Plan will cumulatively increase by five percent of the number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31, or a lesser number of shares as approved by the board of directors. As of March 31, 2021, there were 9,058,495 and 4,791,369 options issued and outstanding under the 2010 Plan and 2018 Plan, respectively (collectively, the Plans). 9,106,496 shares of Class A common stock are reserved and available for grant under the 2018 Plan. Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans may be granted at an exercise price per share not less than the fair value at the date of grant and are exercisable up to ten years. Stock Option Activity Stock option activity for the three months ended March 31, 2021 is presented below: Outstanding options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance as of December 31, 2020 13,675,252 9.82 6.4 113,499 Granted 797,583 21.76 Exercised (589,978) 7.93 Cancelled (32,993) 11.06 Balance at March 31, 2021 13,849,864 10.58 6.5 160,451 Vested and exercisable as of March 31, 2021 8,856,178 9.04 5.2 116,217 Vested and expected to vest as of March 31, 2021 13,531,383 10.51 6.4 157,782 The aggregate intrinsic value in the table above represents the difference between the fair value of common stock and the exercise price of outstanding, in-the-money stock options at March 31, 2021. As of March 31, 2021, the total unrecognized stock-based compensation expense related to stock options outstanding was $32.7 million, which will be recognized over a weighted-average period of 2.53 years. The weighted-average fair value of stock options granted was $12.69 for the three months ended March 31, 2021. Restricted Stock Units Activity Restricted stock activity for the three months ended March 31, 2021 is presented below: Outstanding RSUs and RSAs Weighted-average grant date fair value per share Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance at December 31, 2020 3,765,926 14.16 1.4 68,164 Awarded 2,042,393 21.78 Released (379,820) 13.81 Cancelled (236,352) 14.45 Balance at March 31, 2021 5,192,147 17.17 1.6 115,058 Vested and expected to vest as of March 31, 2021 4,492,508 16.96 1.4 99,554 As of March 31, 2021, the total unrecognized stock-based compensation expense related to RSUs outstanding was $69.9 million, which will be recognized over a weighted-average period of 3.02 years. Stock-based Compensation Expense Stock-based compensation expense recognized in connection with stock options, RSUs and the employee stock purchase plan during the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Cost of net revenue $ 260 $ 423 Product development 3,958 3,689 Sales, marketing and support 1,359 1,431 General and administrative 5,786 5,279 Total $ 11,363 $ 10,822 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2021 | |
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. As the Company had net losses for the quarters ended March 31, 2021 and 2020, all potentially issuable shares of common stock were determined to be anti-dilutive. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Three Months Ended March 31, 2021 2020 Net loss $ (84,891) $ (146,476) Weighted-average shares used in computing net loss per share, basic and diluted 92,879 85,879 Net loss per share, basic and diluted $ (0.91) $ (1.71) 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): March 31, 2021 2020 Stock-options to purchase common stock 13,850 14,726 Shares related to convertible senior notes 19,538 — Restricted stock units 5,195 3,912 Early exercised options — 11 ESPP 66 — Total shares of potentially dilutive securities 38,649 18,649 Prior to January 1, 2021, the Company used the treasury stock method for calculating any potential dilutive effect of the conversion spread on net loss per share, if applicable. After the adoption of ASU 2020-06, the Company used the if-converted method for calculating any potential dilutive effect of its convertible senior notes for the three months ended March 31, 2021. The potential impact upon the conversion of the convertible senior notes were excluded from the calculation of diluted net loss per share for the three months ended March 31, 2021 because their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recorded an income tax expense of $0.5 million and $0.1 million for the three months ended March 31, 2021 and 2020, respectively. The increase was primarily attributable to changes in our year over year taxable earnings mix. 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. |
Geographic Information
Geographic Information | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 United States $ 20,137 $ 35,377 International 7,681 13,709 Total net revenue $ 27,818 $ 49,086 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The accompanying condensed consolidated financial statements of the Company are unaudited. The unaudited 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 accompanying unaudited 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 months ended March 31, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 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, 2020 (2020 Form 10-K). |
Revision of Consolidated Financial Statements | the Company identified an error within the condensed consolidated statement of cash flows for the three months ended March 31, 2020. The accompanying financial statements have been revised to correct for such error. The impact of such revision resulted in net cash used in operating activities decreasing by $1.8 million to $47.3 million and net cash provided by financing activities decreasing by $1.8 million to $2.4 million for the three months ended March 31, 2020. The Company evaluated the error and concluded that it was not material to the March 31, 2020 financial statements previously issued. These revisions have no impact on the Company's previously reported consolidated net income, financial position, net change in cash, cash equivalents, and restricted cash, or total cash, cash equivalents, and restricted cash as reported on the Company's consolidated statements of cash flows. |
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 unaudited condensed consolidated financial statements. |
Segment Information | The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews 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 August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Topic 815) , which eliminates the beneficial conversion and cash conversion accounting models for convertible instruments. It also amends the accounting for certain contracts in an entity’s own equity that are currently accounted for as derivatives because of specific settlement provisions. In addition, the new guidance modifies how particular convertible instruments and certain contracts that may be settled in cash or shares impact the diluted earnings per share computation. The Company early adopted ASU 2020-06 on January 1, 2021 using the modified retrospective transition method. Adoption of ASU 2020-06 resulted in a decrease to additional paid-in capital of $45.5 million, an increase to retained earnings of $3.1 million, and a net increase to long-term debt of $42.4 million. Refer to Note 8 – Debt for more details. The Company will use the if-converted method to calculate diluted EPS unless it makes an irrevocable election to settle the principal of the notes in cash and the excess conversion spread in shares, in which case the Company can continue to use the Treasury stock method. Since the Company had a net loss for the three months ended March 31, 2021 and 2020, the convertible senior notes were determined to be anti-dilutive and therefore had no impact to basic or diluted net loss per share for the period as a result of adopting ASU 2020-06. The Company's significant accounting policies are discussed in the "Notes to Consolidated Financial Statements, Note 2. Significant Accounting Policies" in the 2020 Form 10-K. There have been no significant changes to these policies that have had a material impact on the Company's unaudited condensed consolidated financial statements and related notes, except as noted above. |
Revenue Recognition | 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 a portion of revenues from a series of marketing services and tools that enable creators to market their events and increase reach to attendees. 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. The Company previously provided certain creators with account management services and customer support and continues to recognize a portion of revenues from those service contracts. 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 latitude in establishing pricing and selecting suppliers, among other factors. The Company determined the event creator is the party responsible for fulfilling the promise to the attendee, as the creator is responsible for providing the event for which a ticket is sold, determines the price of the ticket and is responsible for providing a refund if the event is canceled. The Company's service provides a platform for the creator and event attendee to transact and the Company's performance obligation is to facilitate and process that transaction and issue the ticket. The amount that the Company earns for its services is fixed. For the payment processing service, the Company determined that it is the principal in providing the service as the Company is responsible for fulfilling the promise to process the payment and has discretion and latitude in establishing the price of its service. Based on management's assessment, the Company records revenue on a net basis related to its ticketing service and on a gross basis related to its payment processing service. As a result, costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Revenue is presented net of indirect taxes, value-added taxes, creator royalties and reserves for customer refunds, payment chargebacks and estimated uncollectible amounts. If an event is cancelled by a creator, then any obligations to provide refunds to event attendees are the responsibility of that creator. If a creator is unwilling or unable to fulfill their refund obligations, the Company may, at its discretion, provide attendee refunds. Revenue is also presented net of the amortization of creator signing fees. The benefit the Company receives by securing exclusive ticketing and payment processing rights with certain creators from creator signing fees is inseparable from the customer relationship with the creator and accordingly these fees are recorded as a reduction of revenue in the consolidated statements of operations. |
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 $240.5 million and $181.1 million as of March 31, 2021 and December 31, 2020, 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 a portion of these proceeds prior to completion of their events. 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 | The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in significant chargebacks and refund requests. If the creator is insolvent or has spent the proceeds of the ticket sales for event-related costs, 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. Reserves are recorded based on the Company's assessment of various factors, including the amounts paid and outstanding to creators in conjunction with the advance payout program, the size and nature of future events, the remaining time to event date, and actual chargeback and refund activity during the current year. |
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. |
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 Compan y 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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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): March 31, December 31, Cash and cash equivalents $ 593,342 $ 505,756 Restricted cash 2,790 2,674 Total cash, cash equivalents and restricted cash $ 596,132 $ 508,430 |
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): March 31, December 31, Cash and cash equivalents $ 593,342 $ 505,756 Restricted cash 2,790 2,674 Total cash, cash equivalents and restricted cash $ 596,132 $ 508,430 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands): March 31, December 31, Accounts receivable, customers $ 1,039 $ 1,494 Allowance for doubtful accounts (595) (1,036) Accounts receivable, net $ 444 $ 458 Three Months Ended March 31, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid — 7,646 Creator advances recouped (1,200) (6,362) Write-offs and other adjustments (1,096) (10,026) Balance, end of period $ 4,355 $ 14,462 Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): March 31, March 31, Creator advances, net $ 4,355 $ 13,868 Creator advances, noncurrent — 594 Total creator advances $ 4,355 $ 14,462 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of the Activity in Creator Signing Fees and the Classification of Creator Signing Fees on the Condensed Consolidated Balance Sheet | The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): Three Months Ended March 31, 2021 2020 Balance, beginning of period $ 9,495 $ 26,307 Creator signing fees paid 18 3,894 Amortization of creator signing fees (879) (3,130) Write-offs and other adjustments (2,213) (9,346) Balance, end of period $ 6,421 $ 17,725 Creator signing fees are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): March 31, March 31, Creator signing fees, net $ 2,626 $ 6,347 Creator signing fees, noncurrent 3,795 11,378 Total creator signing fees $ 6,421 $ 17,725 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Summary of Activity in Creator Advances and the Classification of Creator Advances on the Condensed Consolidated Balance Sheet | The following table summarizes the Company’s accounts receivable balances as of the dates indicated (in thousands): March 31, December 31, Accounts receivable, customers $ 1,039 $ 1,494 Allowance for doubtful accounts (595) (1,036) Accounts receivable, net $ 444 $ 458 Three Months Ended March 31, 2021 2020 Balance, beginning of period $ 6,651 $ 23,204 Creator advances paid — 7,646 Creator advances recouped (1,200) (6,362) Write-offs and other adjustments (1,096) (10,026) Balance, end of period $ 4,355 $ 14,462 Creator advances, net are classified as follows on the condensed consolidated balance sheet as of the dates indicated (in thousands): March 31, March 31, Creator advances, net $ 4,355 $ 13,868 Creator advances, noncurrent — 594 Total creator advances $ 4,355 $ 14,462 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Composition of Property and Equipment, Net | Property and equipment, net consisted of the following as of the dates indicated (in thousands): March 31, December 31, Capitalized internal-use software development costs $ 49,314 $ 49,202 Furniture and fixtures 3,612 3,594 Computers and computer equipment 6,918 6,926 Leasehold improvements 7,663 7,690 Finance lease right-of-use assets 605 607 Property and equipment 68,112 68,019 Less: Accumulated depreciation and amortization (58,841) (56,445) Property and equipment, net $ 9,271 $ 11,574 |
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 March 31, 2021 2020 Depreciation expense $ 679 $ 1,514 Amortization of capitalized internal-use software development costs 1,831 2,089 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Components of Operating Lease Cost | The components of operating lease costs were as follows (in thousands): Three Months Ended March 31, 2021 2020 Operating lease costs $ 1,799 $ 1,881 Sublease income (1,083) (995) Total operating lease costs, net $ 716 $ 886 |
Maturities of Operating Lease Liabilities | As of March 31, 2021, maturities of operating lease liabilities were as follows (in thousands): Operating Leases The remainder of 2021 $ 2,796 2022 3,633 2023 3,522 2024 2,251 2025 2,015 Thereafter 830 Total operating lease payments 15,047 Less: Imputed interest (1,020) Total operating lease liabilities $ 14,027 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 3,334 Operating lease liabilities, noncurrent 10,693 Total operating lease liabilities $ 14,027 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | As of March 31, 2021 (post-ASU 2020-06 adoption), long-term debt consisted of the following (in thousands): Convertible Notes (2026 Notes) Convertible Notes (2025 Notes) Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (5,700) (4,990) (10,690) Carrying amount, long-term debt $ 207,050 $ 145,010 $ 352,060 As of December 31, 2020 (pre-ASU 2020-06 adoption), long-term debt consisted of the following (in thousands): Term Loans Convertible Notes (2025 Notes) Total Outstanding principal balance $ 125,000 $ 150,000 $ 275,000 Payment in kind interest 6,784 — 6,784 Less: Unamortized discount (22,387) (43,973) (66,360) Less: Debt issuance costs (5,156) (3,638) (8,794) Carrying amount, long-term debt $ 104,241 $ 102,389 $ 206,630 |
Carrying Amount of the Equity Component of Convertible Debt | The net carrying amount of the equity component of the convertible senior notes as of March 31, 2021 (post-ASU 2020-06 adoption) and as of December 31, 2020 (pre-ASU 2020-06 adoption) was as follows (in thousands): Convertible Notes (2025 Notes) March 31, December 31, Proceeds allocated to the conversion option $ — $ 47,250 Less: issuance costs — (1,798) Carrying amount of the equity component $ — $ 45,452 |
Summary of Total Interest Expense | The following tables set forth the total interest expense recognized related to the term loans and the convertible notes for three months ended March 31, 2021 (in thousands): Three Months Ended March 31, 2021 2020 Contractual interest expense $ 2,968 $ — Payment in kind interest 2,178 — Amortization of debt discount 1,750 — Amortization of debt issuance costs 679 — Total interest expense $ 7,575 $ — |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Acquired Intangible Assets | Acquired intangible assets consisted of the following (in thousands): March 31, 2021 Cost Accumulated Net Book Developed technology $ 22,396 $ 19,398 $ 2,998 Customer relationships 74,884 38,368 36,516 Tradenames 1,650 1,609 41 Acquired intangible assets, net $ 98,930 $ 59,375 $ 39,555 December 31, 2020 Cost Accumulated Net Book Developed technology $ 22,396 $ 19,194 $ 3,202 Customer relationships 74,884 35,800 39,084 Tradenames 1,650 1,603 47 Acquired intangible assets, net $ 98,930 $ 56,597 $ 42,333 |
Amortization Expense Related to Acquired Intangible Assets | The Company recorded amortization expense related to acquired intangible assets as follows (in thousands): Three Months Ended March 31, 2021 2020 Cost of net revenue $ 203 $ 22 Sales, marketing and support 2,569 2,588 General and administrative 6 — Total amortization of acquired intangible assets $ 2,778 $ 2,610 |
Total Expected Future Amortization Expense for Acquired Intangible Assets | As of March 31, 2021, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): The remainder of 2021 8,439 2022 9,209 2023 8,593 2024 8,300 2025 5,014 Thereafter — Total expected future amortization expense $ 39,555 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Contractual Cash Obligations and Rights | The following table summarizes the Company's contractual obligation to settle commitments related to the 2026 Notes and 2025 Notes as of March 31, 2021 (in thousands): Payments due by Year Total 2021 2022 2023 2024 2025 Thereafter Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ — $ — $ — $ 212,750 Interest obligations on 2026 Notes (1) 8,780 820 1,591 1,591 1,596 1,591 1,591 Convertible Senior Notes Due 2025 150,000 — — — — 150,000 — Interest obligations on 2025 Notes (1) 37,500 7,500 7,500 7,500 7,500 7,500 — |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stock Option Activity | Outstanding options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance as of December 31, 2020 13,675,252 9.82 6.4 113,499 Granted 797,583 21.76 Exercised (589,978) 7.93 Cancelled (32,993) 11.06 Balance at March 31, 2021 13,849,864 10.58 6.5 160,451 Vested and exercisable as of March 31, 2021 8,856,178 9.04 5.2 116,217 Vested and expected to vest as of March 31, 2021 13,531,383 10.51 6.4 157,782 |
Restricted Stock Unit Activity | Restricted stock activity for the three months ended March 31, 2021 is presented below: Outstanding RSUs and RSAs Weighted-average grant date fair value per share Weighted average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance at December 31, 2020 3,765,926 14.16 1.4 68,164 Awarded 2,042,393 21.78 Released (379,820) 13.81 Cancelled (236,352) 14.45 Balance at March 31, 2021 5,192,147 17.17 1.6 115,058 Vested and expected to vest as of March 31, 2021 4,492,508 16.96 1.4 99,554 |
Stock-Based Compensation Expense | Stock-based compensation expense recognized in connection with stock options, RSUs and the employee stock purchase plan during the three months ended March 31, 2021 and 2020 were as follows: Three Months Ended March 31, 2021 2020 Cost of net revenue $ 260 $ 423 Product development 3,958 3,689 Sales, marketing and support 1,359 1,431 General and administrative 5,786 5,279 Total $ 11,363 $ 10,822 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 Net loss $ (84,891) $ (146,476) Weighted-average shares used in computing net loss per share, basic and diluted 92,879 85,879 Net loss per share, basic and diluted $ (0.91) $ (1.71) |
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): March 31, 2021 2020 Stock-options to purchase common stock 13,850 14,726 Shares related to convertible senior notes 19,538 — Restricted stock units 5,195 3,912 Early exercised options — 11 ESPP 66 — Total shares of potentially dilutive securities 38,649 18,649 |
Geographic Information (Tables)
Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 2020 United States $ 20,137 $ 35,377 International 7,681 13,709 Total net revenue $ 27,818 $ 49,086 |
Overview and Basis of Present_2
Overview and Basis of Presentation (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | $ 40,169 | $ (47,267) |
Net cash provided by (used in) financing activities | $ 47,651 | 2,446 |
Number of operating segments | segment | 1 | |
Number of reportable segments | segment | 1 | |
Prior period reclassification | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Net cash provided by (used in) operating activities | (1,800) | |
Net cash provided by (used in) financing activities | $ (1,800) |
Significant Accounting Polici_4
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 593,342 | $ 505,756 | ||
Restricted cash | 2,790 | 2,674 | ||
Total cash, cash equivalents and restricted cash | $ 596,132 | $ 508,430 | $ 375,177 | $ 422,940 |
Significant Accounting Polici_5
Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | $ 183,292 | $ 315,572 | $ 293,542 | $ 425,815 | ||
Long-term debt | 352,060 | 206,630 | ||||
Cash and cash equivalents | 593,342 | 505,756 | ||||
Funds receivable | 14,780 | 10,807 | ||||
Advance payouts outstanding | $ 222,500 | |||||
Chargebacks and refunds reserve | 28,022 | 33,225 | ||||
Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | 862,673 | 913,115 | 812,843 | 798,640 | ||
Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | (679,382) | (597,544) | $ (519,302) | $ (372,826) | ||
Cumulative effect adjustment | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | [1] | (42,399) | ||||
Long-term debt | 42,400 | |||||
Cumulative effect adjustment | Additional Paid-In Capital | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | [1] | (45,452) | ||||
Cumulative effect adjustment | Accumulated Deficit | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Stockholders' equity | [1] | 3,053 | ||||
Tickets Sold on Behalf of Creators | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Funds receivable | 13,600 | 10,000 | ||||
Creator Cash | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Cash and cash equivalents | $ 240,500 | $ 181,100 | ||||
[1] | The Company adopted ASU 2020-06, effective January 1, 2021. |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable, customers | $ 1,039 | $ 1,494 |
Allowance for doubtful accounts | (595) | (1,036) |
Accounts receivable, net | $ 444 | $ 458 |
Creator Signing Fees, Net - Nar
Creator Signing Fees, Net - Narrative (Details) | Mar. 31, 2021 |
Revenue from Contract with Customer [Abstract] | |
Creator signing fees, amortization period | 3 years 3 months 7 days |
Creator Signing Fees, Net - Sum
Creator Signing Fees, Net - Summary of the Activity in Creator Signing Fees (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Activity in creator signing fees: | ||
Balance, beginning of period | $ 9,495 | $ 26,307 |
Creator signing fees paid | 18 | 3,894 |
Amortization of creator signing fees | (879) | (3,130) |
Write-offs and other adjustments | (2,213) | (9,346) |
Balance, end of period | $ 6,421 | $ 17,725 |
Creator Signing Fees, Net - Cla
Creator Signing Fees, Net - Classification of Creator Signing Fees on the Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||||
Creator signing fees, net | $ 2,626 | $ 3,657 | $ 6,347 | |
Creator signing fees, noncurrent | 3,795 | 5,838 | 11,378 | |
Total creator signing fees | $ 6,421 | $ 9,495 | $ 17,725 | $ 26,307 |
Creator Advances, Net - Summary
Creator Advances, Net - Summary of Activity in Creator Advances (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 6,651 | $ 23,204 |
Creator advances paid | 0 | 7,646 |
Creator advances recouped | (1,200) | (6,362) |
Write-offs and other adjustments | (1,096) | (10,026) |
Balance, end of period | $ 4,355 | $ 14,462 |
Creator Advances, Net - Classif
Creator Advances, Net - Classification of Creator Advances on the Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||||
Creator advances, net | $ 4,355 | $ 6,651 | $ 13,868 | |
Creator advances, noncurrent | 0 | 594 | ||
Total creator advances | $ 4,355 | $ 6,651 | $ 14,462 | $ 23,204 |
Property and Equipment, Net - C
Property and Equipment, Net - Composition of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 605 | $ 607 |
Property and equipment | 68,112 | 68,019 |
Less: Accumulated depreciation and amortization | (58,841) | (56,445) |
Property and equipment, net | 9,271 | 11,574 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 49,314 | 49,202 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,612 | 3,594 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,918 | 6,926 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 7,663 | $ 7,690 |
Property and Equipment, Net -_2
Property and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 679 | $ 1,514 |
Amortization of capitalized internal-use software development costs | $ 1,831 | $ 2,089 |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease costs | $ 1,799 | $ 1,881 |
Sublease income | (1,083) | (995) |
Total operating lease costs, net | $ 716 | $ 886 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Weighted-average remaining operating lease term | 4 years 6 months |
Weighted-average discount rate on operating leases | 3.20% |
Operating lease right-of-use assets obtained in exchange for operating lease obligations | $ 200 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Operating Leases | ||
The remainder of 2021 | $ 2,796 | |
2022 | 3,633 | |
2023 | 3,522 | |
2024 | 2,251 | |
2025 | 2,015 | |
Thereafter | 830 | |
Total operating lease payments | 15,047 | |
Less: Imputed interest | (1,020) | |
Total operating lease liabilities | 14,027 | |
Operating lease liabilities | 3,334 | $ 4,940 |
Operating lease liabilities, noncurrent | 10,693 | $ 11,517 |
Total operating lease liabilities | $ 14,027 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 362,750 | $ 275,000 |
Payment in kind interest | 6,784 | |
Less: Unamortized discount | (66,360) | |
Less: Debt issuance costs | (10,690) | (8,794) |
Carrying amount, long-term debt | 352,060 | 206,630 |
Convertible Notes | Convertible Notes (2026 Notes) | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 212,750 | |
Less: Debt issuance costs | (5,700) | |
Carrying amount, long-term debt | 207,050 | |
Convertible Notes | Convertible Notes (2025 Notes) | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 150,000 | 150,000 |
Payment in kind interest | 0 | |
Less: Unamortized discount | (43,973) | |
Less: Debt issuance costs | (4,990) | (3,638) |
Carrying amount, long-term debt | $ 145,010 | 102,389 |
Term Loans | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 125,000 | |
Payment in kind interest | 6,784 | |
Less: Unamortized discount | (22,387) | |
Less: Debt issuance costs | (5,156) | |
Carrying amount, long-term debt | $ 104,241 |
Debt - Carrying Amount of the E
Debt - Carrying Amount of the Equity Component of Convertible Debt (Details) - Convertible Notes - Convertible Notes (2025 Notes) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Proceeds allocated to the conversion option | $ 0 | $ 47,250 |
Less: issuance costs | 0 | (1,798) |
Carrying amount of the equity component representing the conversion option | $ 0 | $ 45,452 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 2,968 | $ 0 |
Payment in kind interest | 2,178 | 0 |
Amortization of debt discount | 1,750 | 0 |
Amortization of debt issuance costs | 679 | 0 |
Total interest expense | $ 7,575 | $ 0 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Mar. 11, 2020USD ($) | Mar. 31, 2021USD ($)segmentday$ / shares | Jun. 30, 2020USD ($)segmentday$ / shares | May 31, 2020USD ($)$ / sharesshares | Mar. 31, 2021USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||||||
Repayment of debt obligations | $ 143,247,000 | $ 0 | |||||||
Debt discount | $ 66,360,000 | ||||||||
Cash costs | $ 10,690,000 | 10,690,000 | 8,794,000 | ||||||
Loss on debt extinguishment | (49,977,000) | 0 | |||||||
Payment in kind interest | 2,178,000 | 0 | |||||||
Contractual interest expense | 7,610,000 | 12,000 | |||||||
Long-term debt | 362,750,000 | 362,750,000 | 275,000,000 | ||||||
Stockholders' equity | 183,292,000 | 183,292,000 | 293,542,000 | 315,572,000 | $ 425,815,000 | ||||
Amortization of debt discount and issuance costs | 2,429,000 | 0 | |||||||
Taxes paid related to net share settlement of equity awards | 18,509,000 | 0 | |||||||
Accumulated Deficit | |||||||||
Debt Instrument [Line Items] | |||||||||
Stockholders' equity | (679,382,000) | (679,382,000) | $ (519,302,000) | (597,544,000) | $ (372,826,000) | ||||
Cumulative effect adjustment | |||||||||
Debt Instrument [Line Items] | |||||||||
Long-term debt | 45,500,000 | ||||||||
Stockholders' equity | [1] | (42,399,000) | |||||||
Cumulative effect adjustment | Accumulated Deficit | |||||||||
Debt Instrument [Line Items] | |||||||||
Stockholders' equity | [1] | 3,053,000 | |||||||
Stock Purchase Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Shares issued (in shares) | shares | 2,599,174 | ||||||||
Share price (in dollars per share) | $ / shares | $ 0.01 | ||||||||
Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | 22,387,000 | ||||||||
Cash costs | 5,156,000 | ||||||||
Long-term debt | 125,000,000 | ||||||||
May 2020 Credit Agreement | Term Loans | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of debt obligations | $ 153,200,000 | ||||||||
Principal payments | 125,000,000 | ||||||||
Payments for repayment premium | 18,200,000 | ||||||||
Payments for in-kind interest | 9,000,000 | ||||||||
Payments for accrued interest | $ 1,000,000 | ||||||||
Debt discount | $ 27,400,000 | ||||||||
Cash costs | 13,200,000 | ||||||||
Third-party offering costs | 7,600,000 | ||||||||
Lender fees | 5,600,000 | ||||||||
Debt issuance costs and discount | $ 40,600,000 | ||||||||
Loss on debt extinguishment | (50,000,000) | ||||||||
Write-off of unamortized debt discount and issuance costs | 31,800,000 | ||||||||
Make whole premium | 18,200,000 | 18,200,000 | |||||||
Payment in kind interest | 2,200,000 | ||||||||
Amortization of debt issuance costs and debt discounts | 2,200,000 | ||||||||
Contractual interest expense | 1,000,000 | ||||||||
Convertible Notes (2025 Notes) | |||||||||
Debt Instrument [Line Items] | |||||||||
Contractual interest expense | 1,900,000 | ||||||||
Amortization of debt discount and issuance costs | 200,000 | ||||||||
Convertible Notes (2025 Notes) | Term Loans | Line of Credit | |||||||||
Debt Instrument [Line Items] | |||||||||
Estimated fair value of long-term debt | 315,700,000 | 315,700,000 | |||||||
Convertible Notes (2025 Notes) | Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt discount | 43,973,000 | ||||||||
Cash costs | 4,990,000 | 4,990,000 | 3,638,000 | ||||||
Aggregate principal amount | $ 150,000,000 | $ 150,000,000 | |||||||
Stated interest rate | 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 | ||||||||
Long-term debt | $ 150,000,000 | $ 150,000,000 | 150,000,000 | ||||||
Carrying amount of the equity component representing the conversion option | $ 0 | $ 0 | $ 45,452,000 | ||||||
Effective interest rate | 5.80% | 5.80% | |||||||
Conversion rate | 0.0793903 | ||||||||
Conversion price | $ / shares | $ 12.60 | $ 12.60 | $ 12.60 | ||||||
Threshold percentage of stock price trigger for redemption | 130.00% | ||||||||
Period over which default must be cured or waived after notice is given | 60 days | ||||||||
Percent of the aggregate principal amount due upon Event of Default | 25.00% | ||||||||
Special interest rate period | 180 days | ||||||||
Special interest rate | 0.50% | ||||||||
Amount of judgment payments rendered that classify as an Event of Default | $ 10,000,000 | ||||||||
Discharge or stay period for judgment | 45 days | ||||||||
Convertible Notes (2025 Notes) | Convertible Notes | Conversion Condition 1 | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold percentage of stock price trigger for conversion | 130.00% | ||||||||
Threshold trading days for conversion | day | 20 | ||||||||
Threshold consecutive trading days for conversion | segment | 30 | ||||||||
Convertible Notes (2025 Notes) | Convertible Notes | Conversion Condition 2 | |||||||||
Debt Instrument [Line Items] | |||||||||
Threshold percentage of stock price trigger for conversion | 98.00% | ||||||||
Threshold consecutive trading days for conversion | day | 10 | ||||||||
Convertible Notes (2025 Notes) | Convertible Notes | Capped Calls | |||||||||
Debt Instrument [Line Items] | |||||||||
Cap price (in dollars per share) | $ / shares | $ 17.1520 | ||||||||
Taxes paid related to net share settlement of equity awards | $ 15,600,000 | ||||||||
Strike price (in dollars per share) | $ / shares | $ 12.60 | ||||||||
Convertible Notes (2026 Notes) | Convertible Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Cash costs | $ 5,700,000 | $ 5,700,000 | |||||||
Debt issuance costs and discount | 5,800,000 | 5,800,000 | |||||||
Amortization of debt issuance costs and debt discounts | 54,000 | ||||||||
Contractual interest expense | 89,000 | ||||||||
Aggregate principal amount | $ 212,750,000 | $ 212,750,000 | |||||||
Stated interest rate | 0.75% | 0.75% | 0.75% | ||||||
Proceeds from the issuance of debt | $ 207,000,000 | ||||||||
Long-term debt | $ 212,750,000 | $ 212,750,000 | |||||||
Effective interest rate | 1.30% | 1.30% | |||||||
Estimated fair value of long-term debt | $ 219,500,000 | $ 219,500,000 | |||||||
Conversion rate | 0.0358616 | ||||||||
Conversion price | $ / shares | $ 27.89 | ||||||||
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 | ||||||||
Cure period | 30 days | ||||||||
Period over which default must be cured or waived after notice is given | 60 days | ||||||||
Default on debt by the Company or subsidiary that classifies as an Event of Default | $ 10,000,000 | $ 10,000,000 | |||||||
Percent of the aggregate principal amount due upon Event of Default | 25.00% | 25.00% | |||||||
Special interest rate period | 180 days | ||||||||
Special interest rate | 0.50% | 0.50% | |||||||
Convertible Notes (2026 Notes) | Convertible 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 (2026 Notes) | Convertible 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 | ||||||||
Convertible Notes (2026 Notes) | Convertible Notes | Capped Calls | |||||||||
Debt Instrument [Line Items] | |||||||||
Cap price (in dollars per share) | $ / shares | $ 37.5375 | ||||||||
Taxes paid related to net share settlement of equity awards | $ 18,500,000 | ||||||||
[1] | The Company adopted ASU 2020-06, effective January 1, 2021. |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 174,388 | $ 174,388 |
Goodwill and Acquired Intangi_4
Goodwill and Acquired Intangible Assets, Net - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Acquired intangible assets, net: | ||
Cost | $ 98,930 | $ 98,930 |
Accumulated amortization | 59,375 | 56,597 |
Acquired intangible assets, net | 39,555 | 42,333 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 22,396 | 22,396 |
Accumulated amortization | 19,398 | 19,194 |
Acquired intangible assets, net | 2,998 | 3,202 |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | 74,884 | 74,884 |
Accumulated amortization | 38,368 | 35,800 |
Acquired intangible assets, net | 36,516 | 39,084 |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | 1,650 | 1,650 |
Accumulated amortization | 1,609 | 1,603 |
Acquired intangible assets, net | $ 41 | $ 47 |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 2,778 | $ 2,610 | |
Cost of net revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 203 | 22 | |
Sales, marketing and support | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | 2,569 | $ 2,588 | |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of acquired intangible assets | $ 6 | $ 0 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
The remainder of 2021 | $ 8,439 | |
2022 | 9,209 | |
2023 | 8,593 | |
2024 | 8,300 | |
2025 | 5,014 | |
Thereafter | 0 | |
Acquired intangible assets, net | $ 39,555 | $ 42,333 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Contractual Cash Obligations and Rights (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 |
Long-term Debt | |||
Carrying amount, long-term debt | $ 362,750 | $ 275,000 | |
Convertible Senior Notes Due 2026 | Convertible Notes | |||
Long-term Debt | |||
Carrying amount, long-term debt | 212,750 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 0 | ||
Thereafter | 212,750 | ||
Interest obligations | |||
Long-term debt, interest obligation | 8,780 | ||
2021 | 820 | ||
2022 | 1,591 | ||
2023 | 1,591 | ||
2024 | 1,596 | ||
2025 | 1,591 | ||
Thereafter | $ 1,591 | ||
Stated interest rate | 0.75% | 0.75% | |
Convertible Senior Notes Due 2025 | Convertible Notes | |||
Long-term Debt | |||
Carrying amount, long-term debt | $ 150,000 | $ 150,000 | |
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
2024 | 0 | ||
2025 | 150,000 | ||
Thereafter | 0 | ||
Interest obligations | |||
Long-term debt, interest obligation | 37,500 | ||
2021 | 7,500 | ||
2022 | 7,500 | ||
2023 | 7,500 | ||
2024 | 7,500 | ||
2025 | 7,500 | ||
Thereafter | $ 0 | ||
Stated interest rate | 5.00% | 5.00% |
Commitment and Contingencies -
Commitment and Contingencies - Narrative (Details) $ in Thousands | Jun. 04, 2020plaintiff | Jul. 16, 2019USD ($)complaint | Apr. 15, 2019complaint | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($) | Jun. 30, 2020 | Aug. 22, 2019lawsuit | Jun. 24, 2019lawsuit |
Loss Contingencies [Line Items] | ||||||||
Outstanding principal balance | $ 362,750 | $ 275,000 | ||||||
Settlement expense | 1,900 | 1,900 | ||||||
Refunds issued to ticket buyers | $ 4,000 | |||||||
Loss contingency accrual | 11,600 | 13,600 | ||||||
Estimate of possible loss attributable to potential interest and penalties | 1,600 | $ 1,500 | ||||||
Convertible Notes (2026 Notes) | Convertible Notes | ||||||||
Loss Contingencies [Line Items] | ||||||||
Outstanding principal balance | $ 212,750 | |||||||
Stated interest rate | 0.75% | 0.75% | ||||||
Class Action | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of plaintiffs | plaintiff | 3 | |||||||
Federal Action | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of pending claims | lawsuit | 2 | |||||||
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 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Aug. 31, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Class of Stock [Line Items] | ||||
Shares issued and outstanding (in shares) | 13,849,864 | 13,675,252 | ||
Compensation expense not yet recognized | $ 32,700 | |||
Weighted-average fair value of stock options granted (in dollars per share) | $ 12.69 | |||
Stock-based compensation expense | $ 11,363 | $ 10,822 | ||
Capitalized stock-based compensation expense | $ 100 | $ 400 | ||
2010 Stock Option Plan | ||||
Class of Stock [Line Items] | ||||
Shares issued and outstanding (in shares) | 9,058,495 | |||
2018 Stock Option and Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Annual cumulative increase in the number of shares reserved and available for issuance | 5.00% | |||
Shares issued and outstanding (in shares) | 4,791,369 | |||
Stock Options | ||||
Class of Stock [Line Items] | ||||
Weighted-average recognition period for unrecognized stock-based compensation | 2 years 6 months 10 days | |||
Stock Options | 2004 Plan, 2010 Plan and 2018 Plan | ||||
Class of Stock [Line Items] | ||||
Vesting period | 4 years | |||
Expiration period | 10 years | |||
Restricted Stock Units | ||||
Class of Stock [Line Items] | ||||
Weighted-average recognition period for unrecognized stock-based compensation | 3 years 7 days | |||
Total unrecognized stock-based compensation | $ 69,900 | |||
Class A Common Stock | 2018 Stock Option and Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 9,106,496 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Outstanding options | |||
Balance (in shares) | 13,675,252 | ||
Granted (in shares) | 797,583 | ||
Exercised (in shares) | (589,978) | ||
Cancelled (in shares) | (32,993) | ||
Balance (in shares) | 13,849,864 | ||
Vested and exercisable (in shares) | 8,856,178 | ||
Vested and expected to vest (in shares) | 13,531,383 | ||
Weighted average exercise price | |||
Balance (in dollars per share) | $ 9.82 | ||
Granted (in dollars per share) | 21.76 | ||
Exercised (in dollars per share) | 7.93 | ||
Cancelled (in dollars per share) | 11.06 | ||
Balance (in dollars per share) | 10.58 | ||
Vested and exercisable (in dollars per share) | 9.04 | ||
Vested and expected to vest (in dollars per share) | $ 10.51 | ||
Weighted- average remaining contractual term | |||
Outstanding | 6 years 6 months | 6 years 4 months 24 days | |
Vested and exercisable | 5 years 2 months 12 days | ||
Vested and expected to vest | 6 years 4 months 24 days | ||
Aggregate intrinsic value | |||
Balance | $ 160,451 | $ 113,499 | |
Vested and exercisable | 116,217 | ||
Vested and expected to vest | $ 157,782 |
Stockholders' Equity - Restrict
Stockholders' Equity - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2020 | |
Outstanding RSUs and RSAs | |||
Awarded (in shares) | 2,042,393 | ||
Released (in shares) | (379,820) | ||
Cancelled (in shares) | (236,352) | ||
Balance (in shares) | 5,192,147 | ||
Weighted-average grant date fair value per share | |||
Awarded (in dollars per share) | $ 21.78 | ||
Released (in dollars per share) | 13.81 | ||
Cancelled (in dollars per share) | 14.45 | ||
Balance (in dollars per share) | $ 17.17 | ||
Weighted-average remaining contractual term | |||
Balance | 1 year 7 months 6 days | ||
Aggregate intrinsic value | |||
Balance | $ 115,058 | ||
Restricted Stock Units | |||
Outstanding RSUs and RSAs | |||
Balance (in shares) | 3,765,926 | ||
Vested and and expected to vest (in shares) | 4,492,508 | ||
Weighted-average grant date fair value per share | |||
Balance (in dollars per share) | $ 14.16 | ||
Vested and expected to vest (in dollars per share) | $ 16.96 | ||
Weighted-average remaining contractual term | |||
Balance | 1 year 4 months 24 days | ||
Vested and expected to vest | 1 year 4 months 24 days | ||
Aggregate intrinsic value | |||
Balance | $ 68,164 | ||
Vested and expected to vest | $ 99,554 |
Stockholders' Equity - Stock-Ba
Stockholders' Equity - Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 11,363 | $ 10,822 |
Cost of net revenue | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 260 | 423 |
Product development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 3,958 | 3,689 |
Sales, marketing and support | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | 1,359 | 1,431 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Stock-based compensation expense | $ 5,786 | $ 5,279 |
Net Loss Per Share - Computatio
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 | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (84,891) | $ (146,476) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 92,879 | 85,879 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 92,879 | 85,879 |
Net loss per share, diluted (in dollars per share) | $ (0.91) | $ (1.71) |
Net loss per share, basic (in dollars per share) | $ (0.91) | $ (1.71) |
Net Loss Per Share - Potentiall
Net Loss Per Share - Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
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) | 38,649 | 18,649 |
Stock-options to purchase common stock | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive securities excluded from the computation of diluted net loss per share (in shares) | 13,850 | 14,726 |
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) | 19,538 | 0 |
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) | 5,195 | 3,912 |
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 | 11 |
ESPP | ||
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) | 66 | 0 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares shares in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Jun. 30, 2020 | |
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) | 38,649 | 18,649 | |
Convertible Notes (2025 Notes) | Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion price | $ 12.60 | $ 12.60 | |
Convertible Notes (2026 Notes) | Convertible Notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Conversion price | $ 27.89 | ||
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) | 19,538 | 0 | |
Convertible Senior Notes | Convertible Notes (2025 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) | 11,900 | ||
Convertible Senior Notes | Convertible Notes (2026 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) | 7,600 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income tax provision (benefit) | $ 513 | $ 65 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenue, Major Customer [Line Items] | ||
Net revenue | $ 27,818 | $ 49,086 |
United States | ||
Revenue, Major Customer [Line Items] | ||
Net revenue | 20,137 | 35,377 |
International | ||
Revenue, Major Customer [Line Items] | ||
Net revenue | $ 7,681 | $ 13,709 |