Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 20, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
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 | 95 Third Street, | ||
Entity Address, Address Line Two | 2nd Floor | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94103 | ||
City Area Code | 415 | ||
Local Phone Number | 692-7779 | ||
Title of 12(b) Security | Class A Common Stock, $0.00001 par value per share | ||
Trading Symbol | EB | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 754.3 | ||
Documents Incorporated by Reference | Parts II and III of this report incorporate information by reference from the definitive Proxy Statement to be filed within 120 days after the end of the registrant's fiscal year ended December 31, 2023. | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2023 | ||
Entity Central Index Key | 0001475115 | ||
Class A Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 86,206,862 | ||
Class B Common Stock | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 15,661,433 |
Audit Information
Audit Information | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Audit Information [Abstract] | ||
Auditor Name | Moss Adams LLP | PricewaterhouseCoopers LLP |
Auditor Location | San Francisco, California | San Francisco, California |
Auditor Firm ID | 659 | 238 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 489,200 | $ 539,299 |
Funds receivable | 48,773 | 43,525 |
Short-term investments, at amortized cost | 153,746 | 84,224 |
Accounts receivable, net | 2,814 | 2,266 |
Creator signing fees, net | 634 | 645 |
Creator advances, net | 2,804 | 721 |
Prepaid expenses and other current assets | 13,880 | 12,479 |
Total current assets | 711,851 | 683,159 |
Restricted cash | 0 | 875 |
Creator signing fees, noncurrent | 1,303 | 1,103 |
Property and equipment, net | 9,384 | 6,348 |
Operating lease right-of-use assets | 177 | 5,179 |
Goodwill | 174,388 | 174,388 |
Acquired intangible assets, net | 13,314 | 21,907 |
Other assets | 2,913 | 2,420 |
Total assets | 913,330 | 895,379 |
Current liabilities | ||
Accounts payable, creators | 303,436 | 309,313 |
Accounts payable, trade | 1,821 | 1,032 |
Chargebacks and refunds reserve | 8,088 | 13,136 |
Accrued compensation and benefits | 17,522 | 11,635 |
Accrued taxes | 8,796 | 12,515 |
Operating lease liabilities | 1,523 | 2,810 |
Other accrued liabilities | 16,425 | 10,538 |
Total current liabilities | 357,611 | 360,979 |
Accrued taxes, noncurrent | 4,526 | 8,820 |
Operating lease liabilities, noncurrent | 1,768 | 3,345 |
Long-term debt | 357,668 | 355,580 |
Other liabilities | 0 | 100 |
Total liabilities | 721,573 | 728,824 |
Commitments and contingent liabilities (Note 10) | ||
Stockholders’ equity | ||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of December 31, 2023 and 2022 | 0 | 0 |
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 101,276,416 shares issued and outstanding as of December 31, 2023; 1,100,000,000 shares authorized, 99,169,432 shares issued and outstanding as of December 31, 2022 | 1 | 1 |
Additional paid-in capital | 1,007,190 | 955,509 |
Accumulated deficit | (815,434) | (788,955) |
Total stockholders’ equity | 191,757 | 166,555 |
Total liabilities and stockholders’ equity | $ 913,330 | $ 895,379 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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) | 101,276,416 | 99,169,432 |
Common stock, shares outstanding (in shares) | 101,276,416 | 99,169,432 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Net revenue | $ 326,134 | $ 260,927 | $ 187,134 |
Cost of net revenue | 103,130 | 90,746 | 70,294 |
Gross profit | 223,004 | 170,181 | 116,840 |
Operating expenses: | |||
Product development | 98,294 | 86,346 | 66,303 |
Sales, marketing and support | 74,574 | 49,292 | 35,916 |
General and administrative | 91,269 | 81,285 | 82,399 |
Total operating expenses | 264,137 | 216,923 | 184,618 |
Loss from operations | (41,133) | (46,742) | (67,778) |
Interest income | 27,495 | 6,432 | 60 |
Interest expense | (11,185) | (11,269) | (16,267) |
Loss on debt extinguishment | 0 | 0 | (49,977) |
Other income (expense), net | 335 | (3,679) | (3,690) |
Loss before income taxes | (24,488) | (55,258) | (137,652) |
Income tax provision | 1,991 | 126 | 1,428 |
Net loss | $ (26,479) | $ (55,384) | $ (139,080) |
Net loss per share, basic (in dollars per share) | $ (0.26) | $ (0.56) | $ (1.47) |
Net loss per share, diluted (in dollars per share) | $ (0.26) | $ (0.56) | $ (1.47) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 100,299 | 98,305 | 94,303 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 100,299 | 98,305 | 94,303 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Total | Cumulative Effect Adjustment upon Adoption of ASU | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-In Capital | Additional Paid-In Capital Cumulative Effect Adjustment upon Adoption of ASU | Accumulated Deficit | Accumulated Deficit Cumulative Effect Adjustment upon Adoption of ASU |
Beginning balance, shares outstanding (in shares) at Dec. 31, 2020 | 69,475,511 | 23,179,274 | ||||||
Beginning 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] | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 1,833,041 | 1,500,000 | ||||||
Issuance of common stock upon exercise of stock options | 18,526 | 18,526 | ||||||
Issuance of restricted stock awards (in shares) | 19,240 | |||||||
Cancellation of restricted stock awards (in shares) | (73,829) | |||||||
Issuance of common stock for settlement of RSUs (in shares) | 1,882,750 | |||||||
Shares withheld related to net share settlement (in shares) | (676,225) | |||||||
Shares withheld related to net share settlement | (13,705) | (13,705) | ||||||
Issuance common stock for ESPP Purchase (in shares) | 106,703 | |||||||
Issuance of common stock for ESPP purchase | 1,430 | 1,430 | ||||||
Conversion of common stock from Class B to Class A (in shares) | 6,956,921 | (6,956,921) | ||||||
Purchase of convertible senior notes capped calls | (18,509) | (18,509) | ||||||
Stock-based compensation | 48,065 | 48,065 | ||||||
Net loss | (139,080) | (139,080) | ||||||
Ending balance, shares outstanding (in shares) at Dec. 31, 2021 | 79,524,112 | 17,722,353 | ||||||
Ending balance at Dec. 31, 2021 | $ 169,900 | $ 1 | $ 0 | 903,470 | (733,571) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 389,844 | 417,083 | ||||||
Issuance of common stock upon exercise of stock options | $ 3,146 | 3,146 | ||||||
Issuance of restricted stock awards (in shares) | 60,075 | |||||||
Issuance of common stock for settlement of RSUs (in shares) | 1,947,992 | |||||||
Shares withheld related to net share settlement (in shares) | (685,723) | |||||||
Shares withheld related to net share settlement | (6,591) | (6,591) | ||||||
Issuance common stock for ESPP Purchase (in shares) | 183,540 | |||||||
Issuance of common stock for ESPP purchase | 1,437 | 1,437 | ||||||
Conversion of common stock from Class B to Class A (in shares) | 82,186 | (82,186) | ||||||
Stock-based compensation | 54,047 | 54,047 | ||||||
Net loss | $ (55,384) | (55,384) | ||||||
Ending balance, shares outstanding (in shares) at Dec. 31, 2022 | 99,169,432 | 81,529,265 | 17,640,167 | |||||
Ending balance at Dec. 31, 2022 | $ 166,555 | $ 1 | $ 0 | 955,509 | (788,955) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||
Issuance of common stock upon exercise of stock options (in shares) | 202,597 | 202,597 | ||||||
Issuance of common stock upon exercise of stock options | $ 1,297 | 1,297 | ||||||
Issuance of restricted stock awards (in shares) | 32,817 | |||||||
Issuance of common stock for settlement of RSUs (in shares) | 2,528,522 | |||||||
Shares withheld related to net share settlement (in shares) | (844,985) | |||||||
Shares withheld related to net share settlement | (7,342) | (7,342) | ||||||
Issuance common stock for ESPP Purchase (in shares) | 188,033 | |||||||
Issuance of common stock for ESPP purchase | 1,137 | 1,137 | ||||||
Conversion of common stock from Class B to Class A (in shares) | 1,978,734 | (1,978,734) | ||||||
Stock-based compensation | 56,589 | 56,589 | ||||||
Net loss | $ (26,479) | (26,479) | ||||||
Ending balance, shares outstanding (in shares) at Dec. 31, 2023 | 101,276,416 | 85,614,983 | 15,661,433 | |||||
Ending balance at Dec. 31, 2023 | $ 191,757 | $ 1 | $ 0 | $ 1,007,190 | $ (815,434) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | |||
Net loss | $ (26,479) | $ (55,384) | $ (139,080) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 13,760 | 14,860 | 18,716 |
Stock-based compensation expense | 55,056 | 53,356 | 47,523 |
Non-cash operating lease expense | 5,137 | 3,423 | 4,647 |
Amortization of debt discount and issuance costs | 2,088 | 2,016 | 3,917 |
Payment-in-kind interest | 0 | 0 | 2,178 |
Loss on debt extinguishment | 0 | 0 | 49,977 |
Unrealized (gain) loss on foreign currency exchange | (2,703) | 6,013 | 3,470 |
Accretion on short-term investments | (7,362) | (298) | 0 |
Amortization of creator signing fees | 980 | 1,189 | 2,817 |
Changes related to creator advances, creator signing fees, and allowance for credit losses | (1,340) | (2,727) | 2,771 |
Provision for chargebacks and refunds | 12,435 | 8,126 | 6,489 |
Other | 1,161 | 835 | 745 |
Changes in operating assets and liabilities, net of impact of acquisitions: | |||
Accounts receivable | (1,352) | (2,221) | (591) |
Funds receivable | (4,692) | (25,550) | (8,183) |
Creator signing fees and creator advances | (1,108) | 4,405 | 6,227 |
Prepaid expenses and other assets | (1,894) | 4,734 | (8,310) |
Accounts payable, creators | (8,599) | 31,358 | 97,926 |
Accounts payable, trade | 822 | (57) | (842) |
Chargebacks and refunds reserve | (17,483) | (16,385) | (18,319) |
Accrued compensation and benefits | 5,887 | 725 | 6,930 |
Accrued taxes | (8,707) | (3,170) | 6,108 |
Operating lease liabilities | (2,999) | (4,301) | (5,332) |
Other accrued liabilities | 6,410 | (12,337) | 15,012 |
Payment-in-kind interest | 0 | 0 | (8,962) |
Net cash provided by operating activities | 19,018 | 8,610 | 85,834 |
Cash flows from investing activities | |||
Purchase of short-term investments | (370,160) | (83,926) | 0 |
Maturities of short-term investments | 308,000 | 0 | 0 |
Purchases of property and equipment | (1,097) | (1,425) | (985) |
Capitalized internal-use software development costs | (6,073) | (3,026) | (1,548) |
Cash paid for acquisitions, net of cash acquired | 0 | (1,125) | 0 |
Net cash used in investing activities | (69,330) | (89,502) | (2,533) |
Cash flows from financing activities | |||
Proceeds from issuance of debt | 0 | 0 | 212,750 |
Debt issuance costs | 0 | 0 | (5,738) |
Principal repayment of debt obligations and prepayment premium | 0 | 0 | (143,247) |
Purchase of convertible notes capped calls | 0 | 0 | (18,509) |
Proceeds from exercise of stock options | 1,297 | 3,146 | 18,526 |
Purchases under employee stock purchase plan | 1,137 | 1,437 | 1,429 |
Taxes paid related to net share settlement of equity awards | (7,342) | (6,591) | (13,705) |
Other | 0 | (71) | (325) |
Net cash (used in) provided by financing activities | (4,908) | (2,079) | 51,181 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4,246 | (13,014) | (6,753) |
Change in cash and cash equivalents | (50,974) | (95,985) | 127,729 |
Cash, cash equivalents and restricted cash | |||
Beginning of period | 540,174 | 636,159 | 508,430 |
End of period | 489,200 | 540,174 | 636,159 |
Supplemental cash flow data | |||
Interest paid | 9,086 | 9,236 | 9,595 |
Income taxes paid, net of refunds | 902 | 748 | 135 |
Noncash investing and financing activities | |||
Reduction of right of use asset due to modification or exit | 3,917 | 2,223 | 0 |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | 0 | 0 | 1,806 |
Purchases of property and equipment, accrued but unpaid | $ 30 | $ 63 | $ 70 |
Overview and Basis of Presentat
Overview and Basis of Presentation | 12 Months Ended |
Dec. 31, 2023 | |
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) operates a two-sided marketplace that connects millions of creators and consumers every month to share their passions, artistry, and causes through live experiences. Creators use our highly-scalable self-service ticketing and marketing tools to plan, promote, and sell tickets to their events and event seekers use our website and mobile application to discover and purchase tickets to experiences they love. Basis of Presentation The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. Revision of Previously Issued Consolidated Financial Statements The Company identified errors within the consolidated statements of cash flows for the year ended December 31, 2021, primarily related to cash balances held on behalf of creators that are denominated in currencies other than the functional currency. In connection with the error identified, the accompanying consolidated financial statements have been revised to correct for the error. The Company evaluated the error and concluded that it was not material to the 2021 consolidated 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. The following tables summarize the impact of these adjustments for the periods presented: Year Ended December 31, 2021 As Reported Adjustments As Revised Net cash provided by operating activities $ 79,081 $ 6,753 $ 85,834 Net cash used in investing activities (2,533) — (2,533) Net cash provided by financing activities 51,181 — 51,181 Effect of exchange rate changes on cash, cash equivalents and restricted cash — (6,753) (6,753) Change in cash and cash equivalents $ 127,729 $ — $ 127,729 Reclassifications The Company reclassified interest income to a separate financial statement line item within the consolidated statements of operations from Other income (expense), net. The prior period interest income presentations in the Company's consolidated statements of operations have been changed to conform to the current period presentation. These disaggregated presentations had no impact on previously reported loss before income taxes. 2023 Restructuring In February 2023, the Company's board of directors approved a restructuring plan (the Plan) that is designed to reduce operating costs, drive efficiencies by consolidating development and support talent into regional hubs, and enable investment for potential long-term growth. In the year ended December 31, 2023, a total of $16.3 million in restructuring costs were incurred associated with the Plan, which was substantially completed in the fourth quarter of 2023. Restructuring and other charges by type for the restructuring for the period were as follows (in thousands): Year Ended December 31, 2023 Severance and other termination benefits Lease abandonment and related charges Total Cost of revenue $ 1,543 $ 426 $ 1,969 Product development 5,537 1,346 6,883 Sales, marketing and support 1,517 1,041 2,558 General and administrative 3,309 1,575 4,884 Total $ 11,906 $ 4,388 $ 16,294 The following table is a summary of the changes in the restructuring related liabilities, included within accrued compensation and benefits and other accrued liabilities on the consolidated balance sheets, associated with the Plan (in thousands): Balance as of January 1, 2023 $ — Restructuring related costs accrued 16,294 Cash payments (9,770) Non-cash items applied (4,388) Balance as of December 31, 2023 $ 2,136 The Company expects the remaining liabilities as of December 31, 2023 to be substantially paid out in cash by the end of the first quarter of 2024. Use of Estimates In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, chargebacks and refunds reserve, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, and indirect tax reserves. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements. Comprehensive Loss For all periods presented, comprehensive loss equaled net loss. Therefore, the consolidated statements of comprehensive loss have been omitted from the consolidated financial statements. Segment Information The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reportable segment. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures . This Update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023. Early adoption of the amendments is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This Update enhances the transparency and usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The guidance also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in this Update are effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted for annual financial statements that have not yet been issued. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. Revenue Recognition The Company derives its revenues from a mix of marketplace activities. Revenue is primarily derived from ticketing fees and payment processing fees. The Company also derives a portion of revenues from organizer fees and advertising services. The Company's customers are event creators who use the Company's platform to sell tickets and market events to consumers. 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. Ticketing Revenue For ticketing services, the Company's service provides a platform to the event creator and consumer to transact. The Company's performance obligation is to facilitate and process that transaction and issue the ticket, and ticketing revenue is recognized by the Company when the ticket is sold. The amount that the Company earns for its ticketing services is fixed which typically consists of a flat fee and a percentage-based fee per ticket. As a result, the Company records ticketing revenue on a net basis related to its ticketing service fees. For payment processing services, the Company's service provides the event creator with 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. For EPP services, 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 in establishing the price of its service. As a result, the Company records revenue on a gross basis related to its EPP service fees. Costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Under the FPP option, the Company is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company records revenue on a net basis related to its FPP service fees. Revenue is presented net of indirect taxes, customer refunds, payment chargebacks, estimated uncollectible amounts, creator royalties, and amortization of creator signing fees. As part of our commercial agreements, the Company offers upfront payments to qualifying creators entering into new or renewed ticketing arrangements in order to incentivize them to organize certain events on the Company's platform or obtain exclusive rights to ticket their events. 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. Advertising Revenue In the third quarter of 2022, the Company introduced advertising services. Advertising services enable creators to promote featured content on the Eventbrite platform or mobile application. The Company considers that it satisfies its performance obligation as it provides the services to customers and recognizes revenue as advertising impressions are displayed to consumers. Organizer Fee Revenue In the second quarter of 2023, the Company expanded access to its comprehensive suite of event marketing tools to all creators and introduced new pricing plans and subscription packages to creators when publishing events on the Eventbrite marketplace. Under the new pricing plans, the Company charges an organizer fee under two plan options. The Flex plan is charged per event. The Company considers that it satisfies its performance obligation as it provides services to creators to publish their event on the Eventbrite marketplace based on the ticket capacity and recognizes revenue at this point-in-time. The Pro plan is a monthly subscription to publish unlimited events. The Company considers that it satisfies its performance obligation as it provides the subscribed services under the plan and recognizes revenue ratably over the subscription period. Organizer fees are nonrefundable. Cost of Net Revenue Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, customer support costs including stock-based compensation and allocated expenses. Creator Signing Fees, Net and Creator Advances, Net Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. The creator signing fees reserves were $4.8 million and $6.9 million as of December 31, 2023 and 2022, respectively. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. The creator advances reserves were $4.9 million and $9.2 million as of December 31, 2023 and 2022, respectively. Reserves are recorded based on management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator’s ability to generate future ticket sales. Accounts Payable, Creators Accounts payable, creators consist of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five Chargebacks and Refunds Reserve The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records reserves for estimated refunds and chargebacks of its fees as contra-revenue. The Company records reserves for estimated advance payout losses as an operating expense classified within sales, marketing, and support. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in potential 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 our 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. Reserves for estimated advance payout losses 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, macroeconomic conditions and actual chargeback and refund activity. The chargebacks and refunds reserve was $8.1 million and $13.1 million which primarily includes reserve balances for estimated advance payout losses of $6.0 million and $11.2 million as of December 31, 2023 and 2022, respectively. The decrease in the reserve balance during the year ended December 31, 2023 was the result of lower estimated losses from the advance payout program and estimated future refunds of fees, which reflects the continued recovery from the COVID-19 pandemic. Due to ongoing macroeconomic conditions, it is possible that this amount will not be sufficient and the Company's actual losses could be materially different from its current estimates. The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid financial instruments, including bank deposits, money market funds and U.S. Treasury securities with an original maturity of three months or less at the date of purchase, to be cash equivalents. Due to the short-term nature of the instruments, the carrying amounts reported in the consolidated balance sheets approximate their fair value. Cash and cash equivalents include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $259.2 million and $269.4 million as of December 31, 2023 and 2022, respectively. These ticketing proceeds are legally unrestricted, and beginning in the fourth quarter of 2022 the Company invested a portion of ticketing proceeds in high quality U.S. Treasury bills with original maturities greater than three months and less than one year. These amounts due to creators are included in accounts payable, creators on the consolidated balance sheets. The Company had issued letters of credit relating to contracts entered into with other parties under lease agreements and other agreements which had been collateralized with cash. This cash is classified as restricted cash on the consolidated balance sheets. The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 2021 Cash and cash equivalents $ 489,200 $ 539,299 $ 634,378 Restricted cash — 875 1,781 Total cash, cash equivalents and restricted cash $ 489,200 $ 540,174 $ 636,159 Short-term Investments The Company invests certain of its excess cash in short-term debt instruments which consist of U.S. Treasury bills with original maturities greater than three months and less than one year. All short-term investments are classified as held-to-maturity and are recorded and held at amortized cost. Investments are considered to be impaired when a decline in fair value is deemed to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, the carrying value of an instrument is adjusted to its fair value on a non-recurring basis. There were no such fair value impairments recognized in any of the periods presented in the consolidated financial statements. The following table summarizes the Company's financial instruments that were measured at fair value on a non-recurring basis (in thousands): December 31, 2023 Description Classification Amortized cost Gross unrecognized holding gains Gross unrecognized holdings losses Aggregate fair value Saving deposits Cash equivalents $ 51,487 $ — $ — $ 51,487 US Treasury securities Short-term investments 153,746 17 (12) 153,751 $ 205,233 $ 17 $ (12) $ 205,238 December 31, 2022 Description Classification Amortized cost Gross unrecognized holding gains Gross unrecognized holdings losses Aggregate fair value Saving deposits Cash equivalents $ 31,288 $ — $ — $ 31,288 US Treasury securities Cash equivalents 85,201 17 — 85,218 US Treasury securities Short-term investments 84,224 10 (5) 84,229 $ 200,713 $ 27 $ (5) $ 200,735 Fair Value Measurements The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Other inputs that are directly or indirectly observable in the marketplace. Level 3 – Unobservable inputs that are supported by little or no market activity. The Company’s cash equivalents, short-term investments, funds receivable, accounts receivable, accounts payable and other current liabilities approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt. Refer to Note 9, “Debt”, for details regarding the fair value of the Company's convertible senior notes. Concentrations of Risk Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, funds receivable, accounts receivable, payments to creators and creator advance payouts. In relation to the capped call transactions, the Company is subject to counterparty risk of default with financial institutions (option counterparties). The Company's exposure to the credit risk of the option counterparties under the capped call transactions is not secured by any collateral. The Company holds its cash with high-credit-quality financial institutions and manages credit risk of its short-term investments by investing its cash in high-quality money market instruments and U.S. Treasury bills; however, the Company maintains balances in excess of the FDIC insurance limits. The Company does not require its creators to provide collateral to support accounts receivable and maintains an allowance for accounts receivable balances that are doubtful of collection. As of December 31, 2023 and 2022 there were no customers (creators) that represented 10% or more of accounts receivable balance, nor exceeded 10% of net revenue. 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. For periods ending on a weekend or a bank holiday, the funds receivable balance will typically be higher than for periods ending on a weekday, as the Company settles payment processing activity on business days. The funds receivable balance includes 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 $44.2 million and $39.9 million as of December 31, 2023 and 2022, respectively. Accounts Receivable, Net Accounts receivable, net is primarily comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. In evaluating the Company’s ability to collect outstanding receivable balances, the Company considers various factors including the age of the balance, the creditworthiness of the customer and the customer’s current financial condition. Accounts receivable deemed uncollectible are charged against the allowance for credit losses when identified. Employee Retention Credit The employee retention credit (“ERC”), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees from March 17, 2020 to December 31, 2020. The Disaster Tax Relief Act extended the employee retention credit for qualified wages paid from January 1, 2021 to June 30, 2021 and the credit was increased to 70% of qualified wages an eligible employer pays to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the employee retention credit through December 31, 2021. The Company qualified for the employee retention credit for the period between March 17, 2020 and September 30, 2021. The Company recognizes government credits for which there is a reasonable assurance of compliance with credit conditions and receipt of credits. The Company's recorded the credit of $2.7 million as other income on the consolidated statement of operations and as a current asset Property and Equipment, Net Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life Furniture and fixtures 3-5 years Computers and computer equipment 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Leases The Company has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. 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 prepayments 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. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. Generally, the operating lease right-of-use asset and associated lease liability do not consider the option to extend the term, as the Company is not reasonably certain of exercising the extension option. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Additionally, the Company elected to combine lease and non-lease components as a single lea se component. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. Internal-Use Software Development Costs The Company capitalizes certain costs associated with website and application development and software developed for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. Capitalized internal-use software and website development costs are amortized on a straight-line basis over their estimated useful life, which is two years. Amortization expense is recorded in cost of revenue within the consolidated statements of operations. Maintenance and training costs are charged to expense as incurred and included in operating expenses. Business Combinations, Goodwill and Acquired Intangible Assets, Net The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. Such valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. During the year ended December 31, 2023, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary. Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, which is straight-line. There were no impairment charges recorded in any of the periods presented in the consolidated financial statements. 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 the asset group may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of the asset group is measured by a comparison of the carrying amounts to the undiscounted cash flows the asset group is expected to generate over its remaining life. If such review indicates that the carrying amount of intangible asset group is not recoverable, the carrying amount of such assets is reduced to the fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. If the asset group 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 group. The Company had recorded no impairment charges of long-lived assets in any of the periods presented in the consolidated financial statements. Stock-Based Compensation Expense Stock-based compensation expense is measured based on the grant-date fair value of the awards. The Company uses the market closing price of its common stock as reported on the New York Stock Exchange for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the vesting period of the stock options and awards using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. For performance-based restricted stock units ("PSU") that vest based upon continued service and achievement of certain financial performance conditions, the fair value is determined based upon the market closing price of our common stock on the date of the grant. Compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The number of PSUs issued could range from 0% up to 200% of the target amount. For market-based PSUs that vest based upon continued service and achievement of certain market conditions, the fair value is determined using the Monte Carlo valuation model. The Company recognizes compensation expense for such awards over the requisite service period using the accelerated attribution method. Determining the grant-date fair value of options and awards using the Black-Scholes option-pricing model or Monte Carlo simulation model requires management to make assumptions and judgments. The Company uses a blended volatility that includes its common stock trading history and supplements the remaining historical information with the trading history from the common stock of a set of comparable publicly traded companies. The expected term of stock options granted has been determined using the simplified method, which uses the midpoint between the vesting date and the contractual term. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Advertising Costs Advertising costs, which include search engine marketing, search engine optimization, and other forms of digital advertising, are charged to expense as incurred. Advertising expenses were $13.3 million, $4.3 million and $2.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Income Taxes The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. The Company recognizes tax benefits from uncertain tax positions if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes it has adequately provided for its uncertain tax positions, the Company can provide no assurance that the final tax outcome of these matters will not be materially different. The Company adjusts these allowances when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will affect the provision for income taxes in the period in which such determination is made and could have a material impact on the Company’s consolidated financial statements. Foreign Currency Remeasurement The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are stated at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. The Company recorded foreign currency rate remeasurement loss of $0.5 million, loss of $6.3 million and loss of $3.7 million during the years ended December 31, 2023, 2022 and 2021, respectively. Net Loss Per Share Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share is computed by utilizing an if-converted method for calculating any potential dilutive effect of its common equivalent shares and convertible senior notes. The potential impact upon the conversion of the convertible senior notes and common equivalent shares are excluded from the calculation of diluted net loss per share in periods for which they have an anti-dilutive effect. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
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 credit losses when identified. Bad debt expense was immaterial in all of the periods presented in the consolidated financial statements. The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2023 2022 2021 Accounts receivable, customers $ 3,524 $ 2,967 $ 2,085 Allowance for credit losses (710) (701) (975) Accounts receivable, net $ 2,814 $ 2,266 $ 1,110 |
Creator Signing Fees, Net
Creator Signing Fees, Net | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Creator Signing Fees, Net | Creator Signing Fees, Net Creator signing fees are incentives that are offered and paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. Creator signing fees are presented net of reserves on the consolidated balance sheet. 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 creators and accordingly the amortization of these fees is recorded as a reduction of revenue in the consolidated statements of operations. The balance of creator signing fees, net is being amortized over a weighted-average remaining contract life of 2.4 years and 3.6 years on a straight-line basis as of December 31, 2023 and 2022, respectively. The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2023 2022 Balance, beginning of period $ 1,748 $ 3,409 Creator signing fees paid 191 6 Amortization of creator signing fees (980) (1,189) Write-offs and other adjustments 978 (478) Balance, end of period $ 1,937 $ 1,748 As presented in the consolidated balance sheets: Creator signing fees, net $ 634 $ 645 Creator signing fees, noncurrent $ 1,303 $ 1,103 |
Creator Advances, Net
Creator Advances, Net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Creator Advances, Net | Creator Advances, Net Creator advances are incentives that are offered by the Company which provide the creator with funds in advance of the event. Creator advances are presented net of reserves on the consolidated balance sheet. These are subsequently recovered by withholding amounts due to the Company from the sale of tickets for the event until the creator payment has been fully recovered. The following table summarizes the activity in creator advances, net, for the periods indicated (in thousands): December 31, 2023 2022 Balance, beginning of period $ 721 $ 862 Creator advances paid 2,077 335 Creator advances recouped (688) (3,645) Write-offs and other adjustments 694 3,169 Balance, end of period $ 2,804 $ 721 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
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): December 31, 2023 2022 Capitalized internal-use software development costs $ 62,615 $ 55,009 Furniture and fixtures 179 869 Computers and computer equipment 3,617 6,854 Leasehold improvements 924 4,243 Finance lease right-of-use assets — 597 67,335 67,572 Less: Accumulated depreciation and amortization (57,951) (61,224) Property and equipment, net $ 9,384 $ 6,348 The Company recorded the following amounts related to depreciation of fixed assets and amortization of capitalized internal-use software development costs during the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Depreciation expense $ 1,290 $ 2,255 $ 1,917 Capitalized internal-use software development costs $ 7,606 $ 3,717 $ 2,090 Amortization of capitalized internal-use software development costs $ 3,877 $ 3,396 $ 5,592 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Operating leases The Company leases its office facilities under operating lease arrangements with varying expiration dates through 2026. As of December 31, 2023, the remaining lease term of the Company's operating leases ranges from less than one year to three years. As part of the restructuring plan described in Note 1, the Company closed certain offices in April 2023 to reflect the geographic distribution of the Company’s employees and $3.9 million of amortization of the right-of-use assets was accelerated for the year ended December 31, 2023. The components of operating lease costs for the year ended December 31, 2023 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease costs $ 5,137 $ 3,423 Sublease income (104) (203) Total operating lease costs, net $ 5,033 $ 3,220 The Company made cash payments of $3.0 million for operating lease liabilities during the year ended December 31, 2023, which is included within the operating activities section on the consolidated statements of cash flows. As of December 31, 2023 the Company's operating leases had a weighted-average remaining lease term of 2.2 years and a weighted-average discount rate of 3.9%. In December 2023, the Company entered into a lease agreement for an office facility in San Francisco, California for which the lease term commenced on January 1, 2024 and will expire on June 30, 2026. As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands): 2024 $ 2,062 2025 2,112 2026 369 Thereafter — Total operating lease payments 4,543 Less: Leases not yet commenced (1,116) Less: Imputed interest (136) Total operating lease liabilities $ 3,291 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 1,523 Operating lease liabilities, noncurrent 1,768 Total operating lease liabilities $ 3,291 |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Acquired Intangible Assets, Net | Goodwill and Acquired Intangible Assets, Net The carrying amount of goodwill was $174.4 million as of December 31, 2023 and 2022. Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2023 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 21,679 $ 717 0.9 Customer relationships 74,884 62,287 12,597 1.7 Tradenames 1,350 1,350 — 0.0 Acquired intangible assets, net $ 98,630 $ 85,316 $ 13,314 December 31, 2022 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 20,854 $ 1,542 1.9 Customer relationships 74,884 54,519 20,365 2.6 Tradenames 1,650 1,650 — 0.0 Acquired intangible assets, net $ 98,930 $ 77,023 $ 21,907 The Company recorded amortization expense related to acquired intangible assets in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of net revenue $ 825 $ 825 $ 825 Sales, marketing and support 7,768 8,362 10,357 General and administrative — 22 25 Total amortization of acquired intangible assets $ 8,593 $ 9,209 $ 11,207 As of December 31, 2023, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2024 $ 8,300 2025 5,014 Total expected future amortization expense $ 13,314 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt As of December 31, 2023 and 2022, long-term debt consisted of the following (in thousands): December 31, 2023 December 31, 2022 2026 Notes 2025 Notes Total 2026 Notes 2025 Notes Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (2,864) (2,218) (5,082) (3,896) (3,274) (7,170) Carrying amount, long-term debt $ 209,886 $ 147,782 $ 357,668 $ 208,854 $ 146,726 $ 355,580 The following tables set forth the total interest expense recognized related to the convertible notes and term loan for the year ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cash interest expense $ 9,096 $ 9,096 $ 9,806 Payment in kind interest — — 2,178 Amortization of debt discount — — 1,750 Amortization of debt issuance costs 2,089 2,016 2,167 Total interest expense $ 11,185 $ 11,112 $ 15,901 As of December 31, 2023, the remaining life of the 2025 Notes and 2026 Notes is approximately 1.9 years and 2.7 years, respectively. The following table summarizes the Company's contractual obligation to settle commitments related to the 2026 Notes and 2025 Notes as of December 31, 2023 (in thousands): Payments due by Year Total 2024 2025 2026 Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ 212,750 Interest obligations on 2026 Notes (1) 4,787 1,596 1,596 1,595 Convertible Senior Notes Due 2025 150,000 — 150,000 — Interest obligations on 2025 Notes (1) 15,000 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. Convertible 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, inclusive of the initial purchaser's exercise in full of their option to purchase additional notes. The 2025 Notes are senior, unsecured obligations of the Company and bear interest at a fixed rate of 5.000% per year. Interest is payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The 2025 Notes mature on December 1, 2025 unless earlier repurchased, redeemed or converted. The total net proceeds from the 2025 Notes, after deducting the initial purchasers' discounts and debt issuance costs of $5.7 million, was $144.3 million. The effective interest rate of the 2025 Notes is 5.8%. For each of the years ended December 31, 2023, 2022 and 2021 the Company recorded cash interest of $7.5 million, and amortization of debt issuance costs of $1.1 million, $1.0 million and $0.9 million, respectively. 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). Upon conversion, the 2025 Notes may be settled in cash, shares of Class A common stock, or a combination of cash and shares of Class A common stock, at the Company's election. It is the Company's current intent to settle the principal amount of the 2025 Notes with cash and remaining conversion value, if any, in shares of the Class A common stock. The 2025 Notes are convertible at an initial conversion rate of 79.3903 shares of Class A common stock per $1,000 principal amount of 2025 Notes, which is equal to an initial conversion price of approximately $12.60 per share of Class A common stock. The conversion rate is subject to adjustment under certain circumstances in accordance with the terms of the Indenture. Holders of the 2025 Notes may convert all or a portion of their 2025 Notes only in multiples of $1,000 principal amount, under the following circumstances: • during any calendar quarter commencing after the calendar quarter ending on September 30, 2020 (and only during such calendar quarter), if the last reported sale price per share of our Class A common stock exceeds 130% of the conversion price of the 2025 Notes for each of the at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter; • during the five consecutive business days immediately after any 10 consecutive trading day period in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of that 10 consecutive trading day period was less than 98% of the product of the last reported sale price of Class A common stock and the conversion rate on such trading day; • upon the occurrence of certain corporate events or distributions on the Company's Class A common stock, as described in the Indenture; • if the Company calls the 2025 Notes for redemption; or • at any time from, and including, June 2, 2025 until the close of business on the second scheduled trading day immediately before the maturity date. Holders of the 2025 Notes who convert their 2025 Notes in connection with certain corporate events that constitute a make-whole fundamental change (as defined in the Indenture) are, under certain circumstances, entitled to an increase in the conversion rate. The 2025 Notes are redeemable, in whole or in part, at the Company's option at any time and from time to time, on or after June 1, 2023 and on or before the 40th scheduled trading day immediately prior to the maturity date, at a cash redemption price equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of Class A common stock exceeds 130% of the conversion price on (1) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading dates ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. Additionally, calling any of the 2025 Notes for redemption will constitute a make-whole fundamental change with respect to that portion of the 2025 Notes, in which case the conversion rate applicable to the conversion of those 2025 Notes will be increased in certain circumstances (as described in the Indenture) if it is converted after it is called for redemption. If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, 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. The fair value of the 2025 Notes, which the Company have classified as a Level 2 instrument, was $155.8 million as of December 31, 2023. The fair value of the 2025 Notes is determined using observable market prices on the last business day of the period. 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 debt issuance costs of $5.7 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 $5.7 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%. For each of the years ended December 31, 2023, 2022 and 2021 the Company recorded cash interest of $1.6 million, $1.6 million and $1.3 million, respectively and amortization of debt issuance costs of $1.0 million, $1.0 million and $0.8 million, respectively. The fair value of the 2026 Notes, which the Company have classified as a Level 2 instrument, was $181.6 million as of December 31, 2023. The fair value of the 2026 Notes is determined using observable market prices on the last business day of the period. 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, initially equal to $37.5375, 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 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. The 2025 Capped Call Transactions do not meet the criteria for separate accounting as a derivative. The aggregate premium paid for the purchase of the 2025 Capped Calls of $15.6 million was recorded as a reduction to additional paid-in capital on the consolidated balance sheets. 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 cash interest. The Company recorded a loss on debt extinguishment of $50.0 million during year ended December 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 year ended December 31, 2021, the Company recorded $2.2 million payment in kind interest, $2.2 million amortization of debt discount and issuance costs, and $1.0 million cash interest. |
Commitments and Contingent Liab
Commitments and Contingent Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingent Liabilities | Commitments and Contingent Liabilities The Company's principal commitments consist of obligations under the 2025 Notes and 2026 Notes (including principal and coupon interest), operating leases for office space, as well as non-cancellable purchase commitments. See Note 9, "Debt" and Note 7, "Leases" for contractual obligations to settle commitments relating to the 2025 Notes, 2026 Notes and operating leases for office space. As of December 31, 2023, the Company had purchase commitments of $13.2 million under the fixed fee contracts and minimum $4.5 million under variable fee contracts, primarily related to enterprise support services entered in the ordinary course of business. The Company expects to pay $8.3 million in 2024 and $5.0 million in 2025, under fixed fee contracts, and $4.5 million minimum variable fees will be paid during 2024 to 2026 based on volume usage. Litigation and Loss Contingencies In addition to the litigation discussed below, 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, breach of contract claims, tax and other matters. Future litigation may be necessary to defend the Company or its creators. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. The Company accrues estimates for resolution of legal and other contingencies when losses are probable and estimable. The Company's assessment of losses is re-evaluated each accounting period and is based on all available information, including impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to each case. Nevertheless, it is possible that additional future legal costs including settlements, judgments, legal fees and other related defense costs could have a material adverse effect on the Company’s business, consolidated financial position, results of operations or liquidity. The matters discussed below summarize the Company’s current ongoing pending litigation. Commercial Contract Litigation 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' 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 the Company 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. A jury trial commenced on May 16, 2022. On May 23, 2022, the jury issued a verdict in Eventbrite’s favor and awarded the Company $11.0 million in damages. Defendants filed a motion seeking to reduce the verdict or hold a new trial, and the Company filed a motion for pre-judgment and post-judgment interest as well as to recover its attorneys’ fees and costs of suit per the parties’ contracts. On November 1, 2022, the Court denied Defendants' motion, granted the Company’s motion, and entered an Amended Final Judgment in the Company’s favor in the amount of $14.9 million. MRG appealed. On December 26, 2023, the Ninth Circuit Court of Appeals found in MRG’s favor, vacating the judgment as to damages, reversing the District Court’s decision denying remittitur, and remanding the case back to the District Court to enter an amended final judgment reducing damages by $6.3 million and accompanying prejudgment interest. The District Court has ordered Eventbrite to submit a proposed amended judgment by March 1, 2024. The Company has not recorded any gain in relation to this verdict as of the year ended December 31, 2023. 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 $1.1 million and $6.0 million as of December 31, 2023 and 2022, respectively. These amounts, which represent management’s best estimates of its potential liability, include potential interest and penalties of $0.2 million and $2.0 million as of December 31, 2023 and 2022, respectively. The Company does not believe that any ultimate liability resulting from any of these matters will have a material adverse effect on its business, consolidated financial position, results of operations or liquidity. However, the outcome of these matters is inherently uncertain. Therefore, if one or more of these matters were resolved against the Company for amounts in excess of management’s expectations, the Company’s financial statements, including in a particular reporting period in which any such outcome becomes probable and estimable, could be materially adversely affected. Indemnifications |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders' Equity Common Stock The Company has two classes of common stock, Class A and Class B. Holders of Class A common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share. The Company’s common stock has no preferences or privileges and is not redeemable. Holders of Class A and Class B common stock are entitled to dividends, if and when declared, by the Company’s board of directors. 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, performance-based stock units, dividend equivalent rights and cash-based awards. Every January 1, the number of shares of stock reserved and available for issuance under the 2018 Plan will cumulatively increase by five percent of the number of shares of Class A and Class B common stock outstanding on the immediately preceding December 31, or a lesser number of shares as approved by the board of directors. As of December 31, 2023, there were 5,560,572 and 6,757,763 options issued and outstanding under the 2010 Plan and 2018 Plan, respectively (collectively, the Plans). The Company reserved 5,360,187 shares of Class A common stock and are available for grant under the Company's 2018 Plan. Stock options granted typically vest over a four-year period from the date of grant. Options awarded under the Plans are exercisable up to ten years. Stock Option Activity Stock option activity under the Plans is as follows: Outstanding options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance as of December 31, 2021 11,260,788 $ 12.11 6.7 $ 63,862 Granted 1,868,692 12.77 Exercised (389,844) 8.07 1,974 Cancelled (181,478) 14.33 Balance as of December 31, 2022 12,558,158 12.30 6.4 93 Granted 833,663 8.32 Exercised (202,597) 6.40 388 Cancelled (870,889) 13.24 Balance as of December 31, 2023 12,318,335 12.06 5.4 2,845 Vested and exercisable as of December 31, 2023 10,295,699 12.16 4.8 2,495 Vested and expected to vest as of December 31, 2023 12,216,575 $ 12.07 5.3 $ 2,822 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 December 31, 2023. The Company recognized $10.0 million, $14.8 million and $16.9 million of stock-based compensation expense related to stock options during the years ended December 31, 2023, 2022 and 2021 respectively. As of December 31, 2023, the total unrecognized stock-based compensation expense related to stock options outstanding was $11.3 million, which will be recognized over a weighted-average period of 2.0 years. The weighted-average grant date fair value of stock options granted was $5.00, $7.13 and $11.87 for the years ended December 31, 2023, 2022 and 2021, respectively. Stock Award Activity Stock award activity includes Restricted Stock Units (RSUs), Performance Stock Units (PSUs), and Restricted Stock Awards (RSAs). In 2023 and 2022, the Company awarded PSUs to certain senior executives, pursuant to the 2018 Plan. The awards vest based upon continued service and achievement of certain financial performance goals and market conditions established by the board of directors or Compensation Committee for a predetermined period. Stock award activity under the Plans is as follows: Outstanding RSUs, RSAs and PSUs Weighted-average grant date fair value per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance at December 31, 2021 4,353,637 $ 18.40 Awarded (1) 10,103,197 10.26 Released (2,008,067) 17.24 Cancelled (1,684,570) 15.56 Balance at December 31, 2022 10,764,197 11.46 Awarded (1) 7,480,353 8.38 Released (2,561,339) 13.50 Cancelled (3,204,413) 10.68 Balance at December 31, 2023 12,478,798 9.40 1.2 $ 104,315 Vested and expected to vest as of December 31, 2023 11,369,253 $ 9.40 1.2 $ 95,047 (1) Includes approximately 0.6 million and 1.4 million of PSUs granted during the year ended December 31, 2023 and 2022, respectively. The Company recognized $46.1 million, $38.7 million and $30.6 million of stock-based compensation expense related to stock awards during the year ended December 31, 2023, 2022 and 2021 respectively. As of December 31, 2023, the total unrecognized stock-based compensation expense related to stock awards outstanding, was $79.6 million, which will be recognized over a weighted-average period of 2.1 years. Employee Stock Purchase Plan In August 2018, the board of directors adopted, and stockholders approved, the 2018 Employee Stock Purchase Plan (ESPP). Subject to any plan limitations, the 2018 ESPP allows eligible employees to contribute, through payroll deductions, up to 15% of their earnings for the purchase of the Company’s Class A common stock at a discounted price per share. Except for the initial offering period, the ESPP provides for separate six-month offering periods. Unless otherwise determined by the board of directors, the Company’s Class A common stock will be purchased for the accounts of employees participating in the ESPP at a price per share that is the lesser of (1) 85% of the fair market value of the Company’s Class A common stock on the first trading day of the offering period, which for the initial offering period is the price at which shares of the Company’s Class A common stock were first sold to the public, or (2) 85% of the fair market value of the Company’s Class A common stock on the last trading day of the offering period. Every January 1, the number of shares of Class A common stock reserved and available for issuance under the ESPP will be cumulatively increased by the lesser of (1) 1,534,500 shares of Class A common stock, (2) one percent of the number of shares of Class A and Class B common stock of the Company outstanding on the immediately preceding December 31 or (3) a lesser number of shares of Class A common stock as determined by the board of directors. A total of 188,033 shares were purchased under the ESPP during the year ended December 31, 2023, and as of that date, 5,144,875 shares of Class A common stock were available for future issuance under the ESPP. A total of 183,540 shares were purchased under the ESPP during the year ended December 31, 2022. The Company recorded $0.5 million of stock-based compensation expense related to the ESPP for each of the years ended December 31, 2023, 2022 and 2021. Common Stock Subject to Repurchase The 2010 Plan and the Company’s stock option agreement allow for the early exercise of stock options for certain individuals, as determined by the board of directors. Common stock purchased pursuant to an early exercise of stock options is not deemed to be outstanding for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. Upon termination of service, the Company may, at its discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding. There were no outstanding common stock subject to repurchase at December 31, 2023 and 2022. Stock-Based Compensation Expense All stock-based awards to employees and members of the Company’s board of directors are measured based on the grant-date fair value of the awards and recognized in the consolidated statements of operations over the period during which the employee is required to perform services in exchange for the award (the vesting period of the award). The Company estimates the fair value of stock options granted using the Black-Scholes option pricing model and records stock-based compensation expense for service-based equity awards using the straight-line attribution method. The following range of assumptions were used to estimate the fair value of stock options granted to employees: Year Ended December 31, 2023 2022 2021 Expected dividend yield — — — Expected volatility 61.0 - 61.7% 57.6 - 60.0% 57.0 - 64.3% Risk-free interest rate 3.7 - 4.7% 2.4 - 3.7% 1.0 - 1.1% Expected term (years) 6.0 - 6.3 5.5 - 6.1 5.5 - 6.1 The Company determines expected volatility for the ESPP based on the historical volatility of its common stock. The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period: Year Ended December 31, 2023 2022 2021 Expected volatility 47.3 - 65.2% 59.9 - 61.3% 45.4 - 55.7% Risk-free interest rate 5.4 - 5.3% 1.6 - 4.7% 0.0 - 0.1% Expected term (years) 0.5 0.5 0.5 Stock-based compensation expense recognized in connection with stock options, stock awards, and the ESPP during the years ended December 31, 2023, 2022 and 2021 in the consolidated statements of operations were as follows: Year Ended December 31, 2023 2022 2021 Cost of net revenue $ 842 $ 809 $ 904 Product development 21,018 19,686 16,384 Sales, marketing and support 9,455 8,302 5,627 General and administrative 23,741 24,559 24,608 Total $ 55,056 $ 53,356 $ 47,523 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2023 | |
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. 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 years ended December 31, 2023, 2022 and 2021, 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): Year Ended December 31, 2023 2022 2021 Net loss $ (26,479) $ (55,384) $ (139,080) Weighted-average shares used in computing net loss per share, basic and diluted 100,299 98,305 94,303 Net loss per share, basic and diluted $ (0.26) $ (0.56) $ (1.47) The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): December 31, 2023 2022 2021 Shares related to convertible senior notes 19,538 19,538 19,538 Stock options to purchase common stock 12,318 12,558 11,261 Restricted stock and restricted stock units 12,379 10,710 4,323 ESPP 138 150 83 Total shares of potentially dilutive securities 44,373 42,956 35,205 For the 2025 Notes and 2026 Notes, the conversion spread of 11.9 million shares and 7.6 million shares, respectively, will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company’s Class A common stock for a given period exceeds the conversion price of $12.60 per share for the 2025 Notes and $27.89 per share for the 2026 Notes. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Loss before the provision for income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (25,868) $ (50,659) $ (133,891) International 1,380 (4,599) (3,761) Total $ (24,488) $ (55,258) $ (137,652) The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Current tax expense (benefit) Federal $ — $ — $ (7) State 214 (118) 305 Foreign 1,142 353 713 Total current tax expense (benefit) 1,356 235 1,011 Deferred tax expense (benefit) Federal 330 329 234 State 364 322 118 Foreign (59) (760) 65 Total deferred tax expense (benefit) 635 (109) 417 Total income tax provision (benefit) $ 1,991 $ 126 $ 1,428 The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Federal tax benefit at statutory rate $ (5,143) $ (11,604) $ (28,906) State tax 578 204 422 Foreign rate differential 797 557 1,001 Non-deductible permanent items 931 23 38 Stock-based compensation 4,027 3,899 (7,055) Tax credits (1,691) (956) (882) Change in valuation allowance 2,492 8,003 36,810 Total $ 1,991 $ 126 $ 1,428 The Company has not provided U.S. income taxes or foreign withholding taxes on the undistributed earnings of its profitable foreign subsidiaries for the years ended December 31, 2023, 2022 and 2021, because it intends to permanently reinvest such earnings in foreign operations. If these foreign earnings were to be repatriated in the future, the related U.S. tax liability may be reduced by any foreign income taxes previously paid on these earnings. The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 126,710 $ 132,579 Capitalized research and development expenditures 31,971 15,969 Stock-based compensation 21,404 16,541 Tax credit carry-forward 18,058 15,512 Deferred interest 12,796 19,540 Accruals and reserves 8,701 10,744 Lease liability 815 1,368 Depreciation and amortization 14 2,019 Total deferred tax assets 220,469 214,272 Valuation allowance (219,219) (212,536) Net deferred tax assets 1,250 1,736 Deferred tax liabilities: Accruals and reserves (1,628) (1,444) Depreciation and amortization (1,363) (952) Unrealized foreign exchange gains (671) — Right-of-use-asset (5) (1,122) Net deferred taxes $ (2,417) $ (1,782) The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some portion of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Due to the Company’s history of net operating losses, the Company believes it is more likely than not that the vast majority of its federal, state, and certain foreign deferred tax assets will not be realized as of December 31, 2023 and 2022. The total valuation allowance recorded as of December 31, 2023 and 2022 was $219.2 million and $212.5 million respectively. Under the Tax Cuts and Jobs Act of 2017, research and development costs are no longer fully deductible and are required to be capitalized and amortized for U.S. tax purposes effective January 1, 2022. The Company considered this requirement in computing deferred tax assets in the table above. The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands): Balance, Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance, end of Period Year ended December 31, 2023 Deferred tax asset valuation allowance $ 212,536 6,689 (6) — $ 219,219 Year ended December 31, 2022 Deferred tax asset valuation allowance $ 199,380 13,131 25 — $ 212,536 Year ended December 31, 2021 Deferred tax asset valuation allowance $ 148,011 62,508 (11,139) — $ 199,380 As of December 31, 2023 and 2022, the Company has net operating loss carryforwards for federal income tax purposes of $459.5 million and $489.3 million, respectively, available to reduce future taxable income. The federal net operating loss carryforwards will begin to expire, if not utilized, in 2033. In addition, the Company has $102.8 million and $99.6 million of net operating loss carryforwards available to reduce future taxable income for California state income tax purposes for the years ended December 31, 2023 and 2022, respectively. The state net operating loss carryforwards will begin to expire, if not utilized, in 2025. The federal and state net operating loss carryforwards are subject to various annual limitations under Section 382 of the Internal Revenue Code and similar state provisions. As of December 31, 2023 and 2022, the Company had foreign net operating loss carryforwards of $12.4 million and $13.1 million (tax-effected), respectively, which will expire at various dates beginning in 2024, if not utilized. As of December 31, 2023 the Company had Federal and California Research and Development Credits of $20.0 million and $17.7 million, respectively. The Federal Research and Development Credits will begin to expire, if not utilized, in 2031. The California Research and Development Credits do not expire since these attributes have an indefinite life. As of December 31, 2023 the company recorded a benefit for Research and Development Credits in Spain for $1.0 million which can be carried forward for 18 years or can be refunded for cash. As of December 31, 2023 and 2022, the Company had California EZ Hiring Tax Credits of $0.8 million and $2.1 million, respectively. The California Hiring Tax Credits will begin to expire, if not utilized, in 2024. As of December 31, 2023 and 2022, the Company had foreign tax credits of $0.2 million. The foreign tax credits will begin to expire, if not utilized, in 2028. As of December 31, 2023 and 2022, the Company had unrecognized tax benefits of $19.0 million and $15.1 million, respectively. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2020 $ 11,164 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,195 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 23 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (74) Balance as of December 31, 2021 13,308 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,037 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 47 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (305) Balance as of December 31, 2022 15,087 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 3,022 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 912 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (5) Balance as of December 31, 2023 $ 19,016 The Company classifies uncertain tax positions as non-current income tax liabilities unless expected to be paid within one year or otherwise directly related to an existing deferred tax asset, in which case the uncertain tax position is recorded net of the asset on the consolidated balance sheet. As of December 31, 2023, $0.1 million of the Company’s gross unrecognized tax benefits, if recognized, would affect the effective tax rate and, $18.9 million would result in an adjustment to deferred tax assets with corresponding adjustments to valuation allowance. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of its provision for income taxes. There were no interest and penalties accrued as of December 31, 2023 and 2022. The Company does not anticipate that its total unrecognized tax benefits will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company files income tax returns in the U.S. federal jurisdiction as well as many U.S. states and certain foreign jurisdictions. Material jurisdictions where the Company is subject to potential examination include Argentina, Spain, the United States, and United Kingdom. The Company is subject to examination in these jurisdictions for all years since 2006. Fiscal years outside the normal statute of limitation remain open to audit due to tax attributes generated in the early years which have been carried forward and may be audited in subsequent years when utilized. |
Geographic Information
Geographic Information | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Geographic Information | Geographic Information The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 242,168 $ 194,529 $ 142,683 International 83,966 66,398 44,451 Total net revenue $ 326,134 $ 260,927 $ 187,134 No individual country, included in international net revenue, represents more than 10% of the total consolidated net revenue for years ended December 31, 2023, 2022, and 2021. Substantially all of the Company’s long-lived assets are located in the United States. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net loss | $ (26,479) | $ (55,384) | $ (139,080) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and accounts have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. |
Reclassifications | The Company reclassified interest income to a separate financial statement line item within the consolidated statements of operations from Other income (expense), net. The prior period interest income presentations in the Company's consolidated statements of operations have been changed to conform to the current period presentation. These disaggregated presentations had no impact on previously reported loss before income taxes. |
Use of Estimates | In order to conform with GAAP, the Company is required to make certain estimates, judgments and assumptions when preparing its consolidated financial statements. These estimates, judgments and assumptions affect the reported assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reported periods. These estimates include, but are not limited to, the recoverability of creator signing fees and creator advances, chargebacks and refunds reserve, certain assumptions used in the valuation of equity awards, assumptions used in determining the fair value of business combinations, the allowance for credit losses, and indirect tax reserves. The Company evaluates these estimates on an ongoing basis. Actual results could differ from those estimates and such differences could be material to the Company’s consolidated financial statements. |
Comprehensive Loss | For all periods presented, comprehensive loss equaled net loss. Therefore, the consolidated statements of comprehensive loss have been omitted from the consolidated financial statements. |
Segment Information | The Company’s Chief Executive Officer (CEO) is the chief operating decision maker. The Company's CEO reviews discrete financial information presented on a consolidated basis for purposes of allocating resources and evaluating the Company’s financial performance. Accordingly, the Company has determined that it operates as a single operating segment and has one reportable segment. |
Recently Issued Accounting Pronouncements Not Yet Adopted | In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures . This Update improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this Update are effective for fiscal years beginning after December 15, 2023. Early adoption of the amendments is permitted. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), Improvements to Income Tax Disclosures . This Update enhances the transparency and usefulness of income tax disclosures, particularly in the rate reconciliation table and disclosures about income taxes paid. The guidance also eliminates certain existing requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The amendments in this Update are effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted for annual financial statements that have not yet been issued. The Company is in the process of evaluating the impact of this new guidance on its consolidated financial statements. |
Revenue Recognition | The Company derives its revenues from a mix of marketplace activities. Revenue is primarily derived from ticketing fees and payment processing fees. The Company also derives a portion of revenues from organizer fees and advertising services. The Company's customers are event creators who use the Company's platform to sell tickets and market events to consumers. 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. Ticketing Revenue For ticketing services, the Company's service provides a platform to the event creator and consumer to transact. The Company's performance obligation is to facilitate and process that transaction and issue the ticket, and ticketing revenue is recognized by the Company when the ticket is sold. The amount that the Company earns for its ticketing services is fixed which typically consists of a flat fee and a percentage-based fee per ticket. As a result, the Company records ticketing revenue on a net basis related to its ticketing service fees. For payment processing services, the Company's service provides the event creator with 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. For EPP services, 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 in establishing the price of its service. As a result, the Company records revenue on a gross basis related to its EPP service fees. Costs incurred for processing the ticketing transactions are included in cost of net revenues in the consolidated statements of operations. Under the FPP option, the Company is not responsible for processing the transaction or collecting the face value of the ticket and associated fees. In this case, the Company records revenue on a net basis related to its FPP service fees. Revenue is presented net of indirect taxes, customer refunds, payment chargebacks, estimated uncollectible amounts, creator royalties, and amortization of creator signing fees. As part of our commercial agreements, the Company offers upfront payments to qualifying creators entering into new or renewed ticketing arrangements in order to incentivize them to organize certain events on the Company's platform or obtain exclusive rights to ticket their events. 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. Advertising Revenue In the third quarter of 2022, the Company introduced advertising services. Advertising services enable creators to promote featured content on the Eventbrite platform or mobile application. The Company considers that it satisfies its performance obligation as it provides the services to customers and recognizes revenue as advertising impressions are displayed to consumers. Organizer Fee Revenue In the second quarter of 2023, the Company expanded access to its comprehensive suite of event marketing tools to all creators and introduced new pricing plans and subscription packages to creators when publishing events on the Eventbrite marketplace. Under the new pricing plans, the Company charges an organizer fee under two plan options. The Flex plan is charged per event. The Company considers that it satisfies its performance obligation as it provides services to creators to publish their event on the Eventbrite marketplace based on the ticket capacity and recognizes revenue at this point-in-time. The Pro plan is a monthly subscription to publish unlimited events. The Company considers that it satisfies |
Cost of Net Revenue | Cost of net revenue consists primarily of payment processing fees, platform and website hosting fees and operational costs, amortization of acquired developed technology costs, amortization of capitalized internal-use software development costs, customer support costs including stock-based compensation and allocated expenses. |
Creator Signing Fees, Net and Creator Advances, Net | Creator signing fees, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator signing fees are additional incentives paid by the Company to secure exclusive ticketing and payment processing rights with certain creators. These payments are amortized over the life of the contract to which they relate on a straight-line basis. Creator signing fees are presented net of reserves on the consolidated balance sheets. The creator signing fees reserves were $4.8 million and $6.9 million as of December 31, 2023 and 2022, respectively. Amortization of creator signing fees is recorded as a reduction of revenue in the consolidated statements of operations. Creator advances, net represent contractual amounts paid to creators pursuant to event ticketing and payment processing agreements. Creator advances provide the creator with funds in advance of the event and are subsequently recovered by withholding amounts due to the Company from the sale of tickets until the creator advance has been fully recovered. Creator advances are presented net of reserves for potentially unrecoverable amounts on the consolidated balance sheets. The creator advances reserves were $4.9 million and $9.2 million as of December 31, 2023 and 2022, respectively. Reserves are recorded based on management’s assessment of various factors, including a creator’s payment history, the rate and timing of recovery for outstanding advances, recent ticket sales activity, the frequency and size of historical and planned future events, and macro-economic conditions and current events that may impact a creator’s ability to generate future ticket sales. |
Accounts Payable, Creators | Accounts payable, creators consist of unremitted ticket sale proceeds, net of Eventbrite service fees and applicable taxes. Amounts are remitted to creators within five |
Chargebacks and Refunds Reserve | The terms of the Company's standard merchant agreement obligate creators to reimburse attendees who are entitled to refunds. The Company records reserves for estimated refunds and chargebacks of its fees as contra-revenue. The Company records reserves for estimated advance payout losses as an operating expense classified within sales, marketing, and support. When the Company provides advance payouts, it assumes risk that the event may be cancelled, fraudulent, or materially not as described, resulting in potential 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 our 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. Reserves for estimated advance payout losses 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, macroeconomic conditions and actual chargeback and refund activity. The chargebacks and refunds reserve was $8.1 million and $13.1 million which primarily includes reserve balances for estimated advance payout losses of $6.0 million and $11.2 million as of December 31, 2023 and 2022, respectively. The decrease in the reserve balance during the year ended December 31, 2023 was the result of lower estimated losses from the advance payout program and estimated future refunds of fees, which reflects the continued recovery from the COVID-19 pandemic. Due to ongoing macroeconomic conditions, it is possible that this amount will not be sufficient and the Company's actual losses could be materially different from its current estimates. The Company will adjust reserves in the future to reflect best estimates of future outcomes. The Company cannot predict the outcome of or estimate the possible recovery or range of recovery from these matters. |
Cash, Cash Equivalents and Restricted Cash | The Company considers all highly liquid financial instruments, including bank deposits, money market funds and U.S. Treasury securities with an original maturity of three months or less at the date of purchase, to be cash equivalents. Due to the short-term nature of the instruments, the carrying amounts reported in the consolidated balance sheets approximate their fair value. Cash and cash equivalents include the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. Such balances were $259.2 million and $269.4 million as of December 31, 2023 and 2022, respectively. These ticketing proceeds are legally unrestricted, and beginning in the fourth quarter of 2022 the Company invested a portion of ticketing proceeds in high quality U.S. Treasury bills with original maturities greater than three months and less than one year. These amounts due to creators are included in accounts payable, creators on the consolidated balance sheets. |
Short-term Investments | The Company invests certain of its excess cash in short-term debt instruments which consist of U.S. Treasury bills with original maturities greater than three months and less than one year. All short-term investments are classified as held-to-maturity and are recorded and held at amortized cost. Investments are considered to be impaired when a decline in fair value is deemed to be other-than-temporary. Once a decline in fair value is determined to be other-than-temporary, the carrying value of an instrument is adjusted to its fair value on a non-recurring basis. |
Fair Value Measurements | The Company measures its financial assets and liabilities at fair value at each reporting date using a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2 – Other inputs that are directly or indirectly observable in the marketplace. Level 3 – Unobservable inputs that are supported by little or no market activity. The Company’s cash equivalents, short-term investments, funds receivable, accounts receivable, accounts payable and other current liabilities approximate their fair value. All of these financial assets and liabilities are Level 1, except for debt. Refer to Note 9, “Debt”, for details regarding the fair value of the Company's convertible senior notes. |
Concentrations of Risk | Financial instruments potentially exposing the Company to concentrations of credit risk consist primarily of cash and cash equivalents, short-term investments, funds receivable, accounts receivable, payments to creators and creator advance payouts. In relation to the capped call transactions, the Company is subject to counterparty risk of default with financial institutions (option counterparties). The Company's exposure to the credit risk of the option counterparties under the capped call transactions is not secured by any collateral. The Company holds its cash with high-credit-quality financial institutions and manages credit risk of its short-term investments by investing its cash in high-quality money market instruments and U.S. Treasury bills; however, the Company maintains balances in excess of the FDIC insurance limits. |
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. For periods ending on a weekend or a bank holiday, the funds receivable balance will typically be higher than for periods ending on a weekday, as the Company settles payment processing activity on business days. The funds receivable balance includes the face value of tickets sold on behalf of creators and their share of service charges, which amounts are to be remitted to the creators. |
Accounts Receivable, Net | Accounts receivable, net is primarily comprised of invoiced amounts to creators who use a third-party facilitated payment processor (FPP). For customer accounts receivable balances related to FPP, the Company records accounts receivable at the invoiced amount, net of a reserve to provide for potentially uncollectible amounts. |
Employee Retention Credit | The employee retention credit (“ERC”), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees from March 17, 2020 to December 31, 2020. The Disaster Tax Relief Act extended the employee retention credit for qualified wages paid from January 1, 2021 to June 30, 2021 and the credit was increased to 70% of qualified wages an eligible employer pays to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the employee retention credit through December 31, 2021. The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. |
Property and Equipment, Net | Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of assets. Maintenance and repair costs are charged to expense as incurred. |
Leases | The Company has operating leases primarily for office space. The determination of whether an arrangement is a lease or contains a lease is made at inception by evaluating whether the arrangement conveys the right to use an identified asset and whether the Company obtains substantially all of the economic benefits from and has the ability to direct the use of the asset. 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 prepayments 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. Options to extend or terminate a lease are included in the lease term when it is reasonably certain that the Company will exercise such options. Generally, the operating lease right-of-use asset and associated lease liability do not consider the option to extend the term, as the Company is not reasonably certain of exercising the extension option. The Company recognizes lease expense for its operating leases on a straight-line basis over the term of the lease. The Company’s lease agreements may contain variable costs such as common area maintenance, operating expenses or other costs. Variable lease costs are expensed as incurred on the consolidated statements of operations. Additionally, the Company elected to combine lease and non-lease components as a single lea se component. Leases with an initial term of twelve months or less are not recognized on the consolidated balance sheets. The Company recognizes lease expense for these leases on a straight-line basis over the term of the lease. |
Internal-Use Software Development Costs | The Company capitalizes certain costs associated with website and application development and software developed for internal use. Costs incurred in the preliminary stages of development are expensed as incurred. Once software has reached the end of the preliminary project stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use, including stock-based compensation and other employee benefit costs. Capitalization ceases upon completion of all substantial testing. The Company also capitalizes costs related to specific upgrades and enhancements when it is probable the expenditures will result in additional functionality. Capitalized costs are included in property and equipment, net in the consolidated balance sheet. |
Business Combinations | The Company accounts for business acquisitions using the purchase method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. Such valuations require the Company to make significant estimates and assumptions, especially with respect to intangible assets. |
Goodwill | Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. Goodwill is not amortized but the Company evaluates goodwill impairment of its single reporting unit annually in the fourth quarter, or more frequently if events or changes in circumstances indicate the goodwill may be impaired. During the year ended December 31, 2023, the Company performed an analysis by comparing its estimated fair value to the carrying amount, including goodwill. The Company's analysis indicated that its estimated fair value, using the market price of its common stock, exceeded its carrying amount and therefore goodwill was not impaired and no additional steps were necessary. |
Acquired Intangible Assets, Net | Acquired intangible assets, net consists of identifiable intangible assets such as developed technology, customer relationships, and trade names resulting from acquisitions. Acquired intangible assets are recorded at fair value on the date of acquisition and amortized over their estimated economic lives following the pattern in which the economic benefits of the assets will be consumed, which is straight-line. There were no impairment charges recorded in any of the periods presented in the consolidated financial statements. |
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 the asset group may not be recoverable or that the useful life is shorter than originally estimated. Recoverability of the asset group is measured by a comparison of the carrying amounts to the undiscounted cash flows the asset group is expected to generate over its remaining life. If such review indicates that the carrying amount of intangible asset group is not recoverable, the carrying amount of such assets is reduced to the fair value. If the useful life is shorter than originally estimated, the Company amortizes the remaining carrying value over the revised shorter useful life. If the asset group 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 group. The Company had recorded no impairment charges of long-lived assets in any of the periods presented in the consolidated financial statements. |
Stock-Based Compensation Expense | Stock-based compensation expense is measured based on the grant-date fair value of the awards. The Company uses the market closing price of its common stock as reported on the New York Stock Exchange for the fair value of equity awards. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing model. Compensation expense is recognized over the vesting period of the stock options and awards using the straight-line method. The Company estimates forfeitures in order to calculate the stock-based compensation expense. For performance-based restricted stock units ("PSU") that vest based upon continued service and achievement of certain financial performance conditions, the fair value is determined based upon the market closing price of our common stock on the date of the grant. Compensation expense is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The number of PSUs issued could range from 0% up to 200% of the target amount. For market-based PSUs that vest based upon continued service and achievement of certain market conditions, the fair value is determined using the Monte Carlo valuation model. The Company recognizes compensation expense for such awards over the requisite service period using the accelerated attribution method. |
Advertising Costs | Advertising costs, which include search engine marketing, search engine optimization, and other forms of digital advertising, are charged to expense as incurred. |
Income Taxes | The employee retention credit (“ERC”), as originally enacted through the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) is a refundable credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees from March 17, 2020 to December 31, 2020. The Disaster Tax Relief Act extended the employee retention credit for qualified wages paid from January 1, 2021 to June 30, 2021 and the credit was increased to 70% of qualified wages an eligible employer pays to employees during the extended period. The American Rescue Plan Act of 2021, enacted on March 11, 2021, further extended the employee retention credit through December 31, 2021. The Company records income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates that are expected to apply to taxable income for the years in which those tax assets and liabilities are expected to be realized or settled. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized. |
Foreign Currency Remeasurement | The functional currency of the Company’s international subsidiaries is the U.S. dollar. Accordingly, monetary balance sheet accounts are remeasured using exchange rates in effect at the balance sheet dates and non-monetary items are stated at historical exchange rates. Revenue and expenses are remeasured at the average exchange rates for the period. Foreign currency remeasurement and transaction gains and losses are included in other income (expense), net in the consolidated statements of operations. |
Net Loss Per Share | Diluted net loss per share is computed by utilizing an if-converted method for calculating any potential dilutive effect of its common equivalent shares and convertible senior notes. The potential impact upon the conversion of the convertible senior notes and common equivalent shares are excluded from the calculation of diluted net loss per share in periods for which they have an anti-dilutive effect. For periods in which the Company reports net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Overview and Basis of Present_2
Overview and Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments | The following tables summarize the impact of these adjustments for the periods presented: Year Ended December 31, 2021 As Reported Adjustments As Revised Net cash provided by operating activities $ 79,081 $ 6,753 $ 85,834 Net cash used in investing activities (2,533) — (2,533) Net cash provided by financing activities 51,181 — 51,181 Effect of exchange rate changes on cash, cash equivalents and restricted cash — (6,753) (6,753) Change in cash and cash equivalents $ 127,729 $ — $ 127,729 |
Schedule of Restructuring and Related Costs | Restructuring and other charges by type for the restructuring for the period were as follows (in thousands): Year Ended December 31, 2023 Severance and other termination benefits Lease abandonment and related charges Total Cost of revenue $ 1,543 $ 426 $ 1,969 Product development 5,537 1,346 6,883 Sales, marketing and support 1,517 1,041 2,558 General and administrative 3,309 1,575 4,884 Total $ 11,906 $ 4,388 $ 16,294 The following table is a summary of the changes in the restructuring related liabilities, included within accrued compensation and benefits and other accrued liabilities on the consolidated balance sheets, associated with the Plan (in thousands): Balance as of January 1, 2023 $ — Restructuring related costs accrued 16,294 Cash payments (9,770) Non-cash items applied (4,388) Balance as of December 31, 2023 $ 2,136 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 2021 Cash and cash equivalents $ 489,200 $ 539,299 $ 634,378 Restricted cash — 875 1,781 Total cash, cash equivalents and restricted cash $ 489,200 $ 540,174 $ 636,159 |
Schedule of Reconciliation of Cash and Restricted Cash | The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, 2023 2022 2021 Cash and cash equivalents $ 489,200 $ 539,299 $ 634,378 Restricted cash — 875 1,781 Total cash, cash equivalents and restricted cash $ 489,200 $ 540,174 $ 636,159 |
Schedule of Debt Securities, Held-to-Maturity | The following table summarizes the Company's financial instruments that were measured at fair value on a non-recurring basis (in thousands): December 31, 2023 Description Classification Amortized cost Gross unrecognized holding gains Gross unrecognized holdings losses Aggregate fair value Saving deposits Cash equivalents $ 51,487 $ — $ — $ 51,487 US Treasury securities Short-term investments 153,746 17 (12) 153,751 $ 205,233 $ 17 $ (12) $ 205,238 December 31, 2022 Description Classification Amortized cost Gross unrecognized holding gains Gross unrecognized holdings losses Aggregate fair value Saving deposits Cash equivalents $ 31,288 $ — $ — $ 31,288 US Treasury securities Cash equivalents 85,201 17 — 85,218 US Treasury securities Short-term investments 84,224 10 (5) 84,229 $ 200,713 $ 27 $ (5) $ 200,735 |
Schedule of Estimated Useful Lives of Property and Equipment | The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life Furniture and fixtures 3-5 years Computers and computer equipment 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2023 2022 Capitalized internal-use software development costs $ 62,615 $ 55,009 Furniture and fixtures 179 869 Computers and computer equipment 3,617 6,854 Leasehold improvements 924 4,243 Finance lease right-of-use assets — 597 67,335 67,572 Less: Accumulated depreciation and amortization (57,951) (61,224) Property and equipment, net $ 9,384 $ 6,348 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2023 2022 2021 Accounts receivable, customers $ 3,524 $ 2,967 $ 2,085 Allowance for credit losses (710) (701) (975) Accounts receivable, net $ 2,814 $ 2,266 $ 1,110 The following table summarizes the activity in creator advances, net, for the periods indicated (in thousands): December 31, 2023 2022 Balance, beginning of period $ 721 $ 862 Creator advances paid 2,077 335 Creator advances recouped (688) (3,645) Write-offs and other adjustments 694 3,169 Balance, end of period $ 2,804 $ 721 |
Creator Signing Fees, Net (Tabl
Creator Signing Fees, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of the Activity in Creator Signing Fees | The following table summarizes the activity in creator signing fees for the periods indicated (in thousands): December 31, 2023 2022 Balance, beginning of period $ 1,748 $ 3,409 Creator signing fees paid 191 6 Amortization of creator signing fees (980) (1,189) Write-offs and other adjustments 978 (478) Balance, end of period $ 1,937 $ 1,748 As presented in the consolidated balance sheets: Creator signing fees, net $ 634 $ 645 Creator signing fees, noncurrent $ 1,303 $ 1,103 |
Creator Advances, Net (Tables)
Creator Advances, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Schedule of Activity in Creator Advances | The following table summarizes the Company’s accounts receivable balance (in thousands): December 31, 2023 2022 2021 Accounts receivable, customers $ 3,524 $ 2,967 $ 2,085 Allowance for credit losses (710) (701) (975) Accounts receivable, net $ 2,814 $ 2,266 $ 1,110 The following table summarizes the activity in creator advances, net, for the periods indicated (in thousands): December 31, 2023 2022 Balance, beginning of period $ 721 $ 862 Creator advances paid 2,077 335 Creator advances recouped (688) (3,645) Write-offs and other adjustments 694 3,169 Balance, end of period $ 2,804 $ 721 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | The estimated useful lives of the Company’s property and equipment are as follows: Estimated Useful Life Furniture and fixtures 3-5 years Computers and computer equipment 2-3 years Capitalized internal-use software development costs 2 years Leasehold improvements Shorter of estimated useful life or remaining lease term Property and equipment, net consisted of the following as of the dates indicated (in thousands): December 31, 2023 2022 Capitalized internal-use software development costs $ 62,615 $ 55,009 Furniture and fixtures 179 869 Computers and computer equipment 3,617 6,854 Leasehold improvements 924 4,243 Finance lease right-of-use assets — 597 67,335 67,572 Less: Accumulated depreciation and amortization (57,951) (61,224) Property and equipment, net $ 9,384 $ 6,348 |
Schedule of Capitalized Internal-Use Software Development Costs | The Company recorded the following amounts related to depreciation of fixed assets and amortization of capitalized internal-use software development costs during the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Depreciation expense $ 1,290 $ 2,255 $ 1,917 Capitalized internal-use software development costs $ 7,606 $ 3,717 $ 2,090 Amortization of capitalized internal-use software development costs $ 3,877 $ 3,396 $ 5,592 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Operating Lease Cost | The components of operating lease costs for the year ended December 31, 2023 were as follows (in thousands): Year Ended December 31, 2023 2022 Operating lease costs $ 5,137 $ 3,423 Sublease income (104) (203) Total operating lease costs, net $ 5,033 $ 3,220 |
Schedule of Maturities of Operating Lease Liabilities | As of December 31, 2023, maturities of operating lease liabilities were as follows (in thousands): 2024 $ 2,062 2025 2,112 2026 369 Thereafter — Total operating lease payments 4,543 Less: Leases not yet commenced (1,116) Less: Imputed interest (136) Total operating lease liabilities $ 3,291 Reconciliation of lease liabilities as shown in the consolidated balance sheets Operating lease liabilities, current $ 1,523 Operating lease liabilities, noncurrent 1,768 Total operating lease liabilities $ 3,291 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Acquired Intangible Assets | Acquired intangible assets consisted of the following as of the dates indicated (in thousands): December 31, 2023 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 21,679 $ 717 0.9 Customer relationships 74,884 62,287 12,597 1.7 Tradenames 1,350 1,350 — 0.0 Acquired intangible assets, net $ 98,630 $ 85,316 $ 13,314 December 31, 2022 Cost Accumulated Amortization Net Book Value Weighted-average remaining useful life (years) Developed technology $ 22,396 $ 20,854 $ 1,542 1.9 Customer relationships 74,884 54,519 20,365 2.6 Tradenames 1,650 1,650 — 0.0 Acquired intangible assets, net $ 98,930 $ 77,023 $ 21,907 |
Schedule of Amortization Expense Related to Acquired Intangible Assets | The Company recorded amortization expense related to acquired intangible assets in the consolidated statements of operations as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of net revenue $ 825 $ 825 $ 825 Sales, marketing and support 7,768 8,362 10,357 General and administrative — 22 25 Total amortization of acquired intangible assets $ 8,593 $ 9,209 $ 11,207 |
Schedule of Total Expected Future Amortization Expense for Acquired Intangible Assets | As of December 31, 2023, the total expected future amortization expense of acquired intangible assets by year is as follows (in thousands): 2024 $ 8,300 2025 5,014 Total expected future amortization expense $ 13,314 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Key Terms and Details of Term Loan Borrowings and Composition of Term Loans | As of December 31, 2023 and 2022, long-term debt consisted of the following (in thousands): December 31, 2023 December 31, 2022 2026 Notes 2025 Notes Total 2026 Notes 2025 Notes Total Outstanding principal balance $ 212,750 $ 150,000 $ 362,750 $ 212,750 $ 150,000 $ 362,750 Less: Debt issuance costs (2,864) (2,218) (5,082) (3,896) (3,274) (7,170) Carrying amount, long-term debt $ 209,886 $ 147,782 $ 357,668 $ 208,854 $ 146,726 $ 355,580 |
Schedule of Interest Income and Interest Expense Disclosure | The following tables set forth the total interest expense recognized related to the convertible notes and term loan for the year ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Cash interest expense $ 9,096 $ 9,096 $ 9,806 Payment in kind interest — — 2,178 Amortization of debt discount — — 1,750 Amortization of debt issuance costs 2,089 2,016 2,167 Total interest expense $ 11,185 $ 11,112 $ 15,901 |
Schedule of Contractual Cash Obligations | The following table summarizes the Company's contractual obligation to settle commitments related to the 2026 Notes and 2025 Notes as of December 31, 2023 (in thousands): Payments due by Year Total 2024 2025 2026 Convertible Senior Notes Due 2026 $ 212,750 $ — $ — $ 212,750 Interest obligations on 2026 Notes (1) 4,787 1,596 1,596 1,595 Convertible Senior Notes Due 2025 150,000 — 150,000 — Interest obligations on 2025 Notes (1) 15,000 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. |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Schedule of Stock Option Activity | Stock option activity under the Plans is as follows: Outstanding options Weighted-average exercise price Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance as of December 31, 2021 11,260,788 $ 12.11 6.7 $ 63,862 Granted 1,868,692 12.77 Exercised (389,844) 8.07 1,974 Cancelled (181,478) 14.33 Balance as of December 31, 2022 12,558,158 12.30 6.4 93 Granted 833,663 8.32 Exercised (202,597) 6.40 388 Cancelled (870,889) 13.24 Balance as of December 31, 2023 12,318,335 12.06 5.4 2,845 Vested and exercisable as of December 31, 2023 10,295,699 12.16 4.8 2,495 Vested and expected to vest as of December 31, 2023 12,216,575 $ 12.07 5.3 $ 2,822 |
Schedule of Stock Award Activity under plans | Stock award activity under the Plans is as follows: Outstanding RSUs, RSAs and PSUs Weighted-average grant date fair value per share Weighted-average remaining contractual term (years) Aggregate intrinsic value (thousands) Balance at December 31, 2021 4,353,637 $ 18.40 Awarded (1) 10,103,197 10.26 Released (2,008,067) 17.24 Cancelled (1,684,570) 15.56 Balance at December 31, 2022 10,764,197 11.46 Awarded (1) 7,480,353 8.38 Released (2,561,339) 13.50 Cancelled (3,204,413) 10.68 Balance at December 31, 2023 12,478,798 9.40 1.2 $ 104,315 Vested and expected to vest as of December 31, 2023 11,369,253 $ 9.40 1.2 $ 95,047 (1) Includes approximately 0.6 million and 1.4 million of PSUs granted during the year ended December 31, 2023 and 2022, respectively. |
Schedule of Assumptions Used to Estimate the Fair Value of Stock Options | The following range of assumptions were used to estimate the fair value of stock options granted to employees: Year Ended December 31, 2023 2022 2021 Expected dividend yield — — — Expected volatility 61.0 - 61.7% 57.6 - 60.0% 57.0 - 64.3% Risk-free interest rate 3.7 - 4.7% 2.4 - 3.7% 1.0 - 1.1% Expected term (years) 6.0 - 6.3 5.5 - 6.1 5.5 - 6.1 |
Schedule of Assumptions Used to Estimate Purchase Rights under the ESPP | The following range of assumptions were used to estimate the purchase rights granted under the ESPP on the first day of the offering period: Year Ended December 31, 2023 2022 2021 Expected volatility 47.3 - 65.2% 59.9 - 61.3% 45.4 - 55.7% Risk-free interest rate 5.4 - 5.3% 1.6 - 4.7% 0.0 - 0.1% Expected term (years) 0.5 0.5 0.5 |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recognized in connection with stock options, stock awards, and the ESPP during the years ended December 31, 2023, 2022 and 2021 in the consolidated statements of operations were as follows: Year Ended December 31, 2023 2022 2021 Cost of net revenue $ 842 $ 809 $ 904 Product development 21,018 19,686 16,384 Sales, marketing and support 9,455 8,302 5,627 General and administrative 23,741 24,559 24,608 Total $ 55,056 $ 53,356 $ 47,523 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Net loss $ (26,479) $ (55,384) $ (139,080) Weighted-average shares used in computing net loss per share, basic and diluted 100,299 98,305 94,303 Net loss per share, basic and diluted $ (0.26) $ (0.56) $ (1.47) |
Schedule of Potentially Dilutive Securities Excluded from the Computation of Diluted Net Loss Per Share | The following outstanding shares of potentially dilutive securities were excluded from the computation of diluted net loss per share because including them would have had an anti-dilutive effect (in thousands): December 31, 2023 2022 2021 Shares related to convertible senior notes 19,538 19,538 19,538 Stock options to purchase common stock 12,318 12,558 11,261 Restricted stock and restricted stock units 12,379 10,710 4,323 ESPP 138 150 83 Total shares of potentially dilutive securities 44,373 42,956 35,205 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before the Provision For (Benefit From) Income Taxes | Loss before the provision for income taxes consisted of the following for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Domestic $ (25,868) $ (50,659) $ (133,891) International 1,380 (4,599) (3,761) Total $ (24,488) $ (55,258) $ (137,652) |
Schedule of Components of Income Tax Provision (Benefit) | The components of the Company's income tax provision (benefit) were as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Current tax expense (benefit) Federal $ — $ — $ (7) State 214 (118) 305 Foreign 1,142 353 713 Total current tax expense (benefit) 1,356 235 1,011 Deferred tax expense (benefit) Federal 330 329 234 State 364 322 118 Foreign (59) (760) 65 Total deferred tax expense (benefit) 635 (109) 417 Total income tax provision (benefit) $ 1,991 $ 126 $ 1,428 |
Schedule of Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision | The reconciliation of the Federal statutory income tax provision to the Company’s effective income tax provision is as follows for the periods indicated (in thousands): Year Ended December 31, 2023 2022 2021 Federal tax benefit at statutory rate $ (5,143) $ (11,604) $ (28,906) State tax 578 204 422 Foreign rate differential 797 557 1,001 Non-deductible permanent items 931 23 38 Stock-based compensation 4,027 3,899 (7,055) Tax credits (1,691) (956) (882) Change in valuation allowance 2,492 8,003 36,810 Total $ 1,991 $ 126 $ 1,428 |
Schedule of Deferred Tax Assets and Liabilities | The Company’s deferred tax assets and liabilities as of the dates indicated were as follows (in thousands): Year Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 126,710 $ 132,579 Capitalized research and development expenditures 31,971 15,969 Stock-based compensation 21,404 16,541 Tax credit carry-forward 18,058 15,512 Deferred interest 12,796 19,540 Accruals and reserves 8,701 10,744 Lease liability 815 1,368 Depreciation and amortization 14 2,019 Total deferred tax assets 220,469 214,272 Valuation allowance (219,219) (212,536) Net deferred tax assets 1,250 1,736 Deferred tax liabilities: Accruals and reserves (1,628) (1,444) Depreciation and amortization (1,363) (952) Unrealized foreign exchange gains (671) — Right-of-use-asset (5) (1,122) Net deferred taxes $ (2,417) $ (1,782) |
Schedule of Deferred Tax Asset Valuation Allowance | The activity in the Company's deferred tax asset valuation allowance for the periods indicated was as follows (in thousands): Balance, Beginning of Period Charged to Costs & Expenses Charged to Other Accounts Deductions Balance, end of Period Year ended December 31, 2023 Deferred tax asset valuation allowance $ 212,536 6,689 (6) — $ 219,219 Year ended December 31, 2022 Deferred tax asset valuation allowance $ 199,380 13,131 25 — $ 212,536 Year ended December 31, 2021 Deferred tax asset valuation allowance $ 148,011 62,508 (11,139) — $ 199,380 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Balance as of December 31, 2020 $ 11,164 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,195 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 23 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (74) Balance as of December 31, 2021 13,308 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 2,037 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 47 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (305) Balance as of December 31, 2022 15,087 Gross amount of increases in unrecognized tax benefits for tax positions taken in current year 3,022 Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year 912 Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year (5) Balance as of December 31, 2023 $ 19,016 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Net Revenue By Geography | The following table presents the Company's total net revenue by geography based on the currency of the underlying transaction (in thousands): Year Ended December 31, 2023 2022 2021 United States $ 242,168 $ 194,529 $ 142,683 International 83,966 66,398 44,451 Total net revenue $ 326,134 $ 260,927 $ 187,134 |
Overview and Basis of Present_3
Overview and Basis of Presentation - Narrative (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Restructuring and other charges | $ | $ 16,294 |
Number of operating segments | 1 |
Number of reportable segments | 1 |
Overview and Basis of Present_4
Overview and Basis of Presentation - Adjustments to Cash Flow (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | $ 19,018 | $ 8,610 | $ 85,834 |
Net cash used in investing activities | (69,330) | (89,502) | (2,533) |
Net cash provided by financing activities | (4,908) | (2,079) | 51,181 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 4,246 | (13,014) | (6,753) |
Change in cash and cash equivalents | $ (50,974) | $ (95,985) | 127,729 |
As Reported | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | 79,081 | ||
Net cash used in investing activities | (2,533) | ||
Net cash provided by financing activities | 51,181 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 0 | ||
Change in cash and cash equivalents | 127,729 | ||
Adjustments | |||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | |||
Net cash provided by operating activities | 6,753 | ||
Net cash used in investing activities | 0 | ||
Net cash provided by financing activities | 0 | ||
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (6,753) | ||
Change in cash and cash equivalents | $ 0 |
Overview and Basis of Present_5
Overview and Basis of Presentation - Restructuring and Other Charges by Type (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | $ 16,294 |
Severance and other termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 11,906 |
Lease abandonment and related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 4,388 |
Cost of net revenue | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 1,969 |
Cost of net revenue | Severance and other termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 1,543 |
Cost of net revenue | Lease abandonment and related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 426 |
Product development | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 6,883 |
Product development | Severance and other termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 5,537 |
Product development | Lease abandonment and related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 1,346 |
Sales, marketing and support | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 2,558 |
Sales, marketing and support | Severance and other termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 1,517 |
Sales, marketing and support | Lease abandonment and related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 1,041 |
General and administrative | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 4,884 |
General and administrative | Severance and other termination benefits | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | 3,309 |
General and administrative | Lease abandonment and related charges | |
Restructuring Cost and Reserve [Line Items] | |
Restructuring and other charges | $ 1,575 |
Overview and Basis of Present_6
Overview and Basis of Presentation - Reserve Activity (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Restructuring Reserve [Roll Forward] | |
Restructuring reserve, balance at beginning of period | $ 0 |
Restructuring related costs accrued | 16,294 |
Cash payment | (9,770) |
Non-cash items applied | (4,388) |
Restructuring reserve, balance at end of period | $ 2,136 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | |||
Creator signing fees reserve | $ 4,800,000 | $ 6,900,000 | |
Creator advances reserve | $ 4,900,000 | 9,200,000 | |
Accounts payable, unremitted ticket sale proceeds, net of fees and taxes | 5 days | ||
Advance payouts to creators | $ 115,300,000 | 193,100,000 | |
Chargebacks and refunds reserve | 8,100,000 | 13,100,000 | |
Loss contingency, estimate of possible loss | 6,000,000 | 11,200,000 | |
Cash and cash equivalents | 489,200,000 | 539,299,000 | $ 634,378,000 |
Impairment on investments | 0 | ||
Funds receivable | 48,773,000 | 43,525,000 | |
Other income (expense), net | $ 335,000 | (3,679,000) | (3,690,000) |
Government Assistance, Current, Statement of Financial Position [Extensible Enumeration] | Assets, Current | ||
Impairment loss from acquired assets | $ 0 | 0 | |
Asset impairment charges | 0 | 0 | |
Advertising expense | 13,300,000 | 4,300,000 | 2,400,000 |
Foreign currency remeasurement loss | 500,000 | 6,300,000 | $ 3,700,000 |
Employee Retention Credit | |||
Significant Accounting Policies [Line Items] | |||
Employee retention credit, current | 2,700,000 | ||
Other income (expense), net | 2,700,000 | ||
Proceeds from employee retention credit | $ 2,300,000 | ||
Minimum | Performance Based Restricted Stock Units | |||
Significant Accounting Policies [Line Items] | |||
Performance targets, eligible issuance of shares (as a percent) | 0% | ||
Maximum | Performance Based Restricted Stock Units | |||
Significant Accounting Policies [Line Items] | |||
Performance targets, eligible issuance of shares (as a percent) | 200% | ||
Capitalized Internal-Use Software Development Costs | |||
Significant Accounting Policies [Line Items] | |||
Estimated useful life | 2 years | ||
Tickets Sold on Behalf of Creators | |||
Significant Accounting Policies [Line Items] | |||
Funds receivable | $ 44,200,000 | 39,900,000 | |
Creator Cash | |||
Significant Accounting Policies [Line Items] | |||
Cash and cash equivalents | $ 259,200,000 | $ 269,400,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Reconciliation of Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 489,200 | $ 539,299 | $ 634,378 | |
Restricted cash | 0 | 875 | 1,781 | |
Total cash, cash equivalents and restricted cash | $ 489,200 | $ 540,174 | $ 636,159 | $ 508,430 |
Significant Accounting Polici_6
Significant Accounting Policies - Amortized Cost after Allowance for Credit Loss vs. Fair Value - Held-to-maturity Debt Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | $ 205,233 | $ 200,713 |
Gross unrecognized holding gains | 17 | 27 |
Gross unrecognized holdings losses | (12) | (5) |
Aggregate fair value | 205,238 | 200,735 |
Saving deposits | Cash equivalents | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 51,487 | 31,288 |
Gross unrecognized holding gains | 0 | 0 |
Gross unrecognized holdings losses | 0 | 0 |
Aggregate fair value | 51,487 | 31,288 |
US Treasury securities | Cash equivalents | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 85,201 | |
Gross unrecognized holding gains | 17 | |
Gross unrecognized holdings losses | 0 | |
Aggregate fair value | 85,218 | |
US Treasury securities | Short-term investments | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Amortized cost | 153,746 | 84,224 |
Gross unrecognized holding gains | 17 | 10 |
Gross unrecognized holdings losses | (12) | (5) |
Aggregate fair value | $ 153,751 | $ 84,229 |
Significant Accounting Polici_7
Significant Accounting Policies - Estimated Useful Lives of Property, Plant and Equipment (Details) | Dec. 31, 2023 |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 5 years |
Computers and computer equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Computers and computer equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 3 years |
Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Estimated useful life | 2 years |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | |||
Accounts receivable, customers | $ 3,524 | $ 2,967 | $ 2,085 |
Allowance for credit losses | (710) | (701) | (975) |
Accounts receivable, net | $ 2,814 | $ 2,266 | $ 1,110 |
Creator Signing Fees, Net - Nar
Creator Signing Fees, Net - Narrative (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Revenue from Contract with Customer [Abstract] | ||
Creator signing fees, amortization period (in years) | 2 years 4 months 24 days | 3 years 7 months 6 days |
Creator Signing Fees, Net - Sum
Creator Signing Fees, Net - Summary of the Activity in Creator Signing Fees (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Activity in creator signing fees: | |||
Balance, beginning of period | $ 1,748 | $ 3,409 | |
Creator signing fees paid | 191 | 6 | |
Amortization of creator signing fees | (980) | (1,189) | $ (2,817) |
Write-offs and other adjustments | 978 | (478) | |
Balance, end of period | 1,937 | 1,748 | $ 3,409 |
As presented in the consolidated balance sheets: | |||
Creator signing fees, net | 634 | 645 | |
Creator signing fees, noncurrent | $ 1,303 | $ 1,103 |
Creator Advances, Net - Schedul
Creator Advances, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Activity In Notes, Loans And Financing Receivable [Roll Forward] | ||
Balance, beginning of period | $ 721 | $ 862 |
Creator advances paid | 2,077 | 335 |
Creator advances recouped | (688) | (3,645) |
Write-offs and other adjustments | 694 | 3,169 |
Balance, end of period | $ 2,804 | $ 721 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use assets | $ 0 | $ 597 |
Property and equipment | 67,335 | 67,572 |
Less: Accumulated depreciation and amortization | (57,951) | (61,224) |
Property and equipment, net | 9,384 | 6,348 |
Capitalized internal-use software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 62,615 | 55,009 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 179 | 869 |
Computers and computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,617 | 6,854 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 924 | $ 4,243 |
Property and Equipment, Net - C
Property and Equipment, Net - Capitalized Internal-Use Software Development Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 1,290 | $ 2,255 | $ 1,917 |
Capitalized internal-use software development costs | 7,606 | 3,717 | 2,090 |
Amortization of capitalized internal-use software development costs | $ 3,877 | $ 3,396 | $ 5,592 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Lessee, Lease, Description [Line Items] | |
Amount of periodic reduction over lease term of carrying amount of right-of-use asset from operating lease. | $ 3.9 |
Cash payments for operating lease liabilities | $ 3 |
Weighted-average remaining operating lease term (in years) | 2 years 2 months 12 days |
Weighted-average discount rate on operating leases (as a percent) | 3.90% |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 1 year |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Remaining lease terms | 3 years |
Leases - Components of Operatin
Leases - Components of Operating Lease Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease costs | $ 5,137 | $ 3,423 |
Sublease income | (104) | (203) |
Total operating lease costs, net | $ 5,033 | $ 3,220 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
2024 | $ 2,062 | |
2025 | 2,112 | |
2026 | 369 | |
Thereafter | 0 | |
Total operating lease payments | 4,543 | |
Less: Leases not yet commenced | (1,116) | |
Less: Imputed interest | (136) | |
Total operating lease liabilities | 3,291 | |
Operating lease liabilities, current | 1,523 | $ 2,810 |
Operating lease liabilities, noncurrent | $ 1,768 | $ 3,345 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
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 | Dec. 31, 2023 | Dec. 31, 2022 |
Acquired intangible assets, net: | ||
Cost | $ 98,630 | $ 98,930 |
Accumulated Amortization | 85,316 | 77,023 |
Total expected future amortization expense | 13,314 | 21,907 |
Developed technology | ||
Acquired intangible assets, net: | ||
Cost | 22,396 | 22,396 |
Accumulated Amortization | 21,679 | 20,854 |
Total expected future amortization expense | $ 717 | $ 1,542 |
Weighted-average remaining useful life (years) | 10 months 24 days | 1 year 10 months 24 days |
Customer relationships | ||
Acquired intangible assets, net: | ||
Cost | $ 74,884 | $ 74,884 |
Accumulated Amortization | 62,287 | 54,519 |
Total expected future amortization expense | $ 12,597 | $ 20,365 |
Weighted-average remaining useful life (years) | 1 year 8 months 12 days | 2 years 7 months 6 days |
Tradenames | ||
Acquired intangible assets, net: | ||
Cost | $ 1,350 | $ 1,650 |
Accumulated Amortization | 1,350 | 1,650 |
Total expected future amortization expense | $ 0 | $ 0 |
Weighted-average remaining useful life (years) | 0 years | 0 years |
Goodwill and Acquired Intangi_5
Goodwill and Acquired Intangible Assets, Net - Amortization Expense Related to Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | $ 8,593 | $ 9,209 | $ 11,207 |
Cost of net revenue | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | 825 | 825 | 825 |
Sales, marketing and support | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | 7,768 | 8,362 | 10,357 |
General and administrative | |||
Finite-Lived Intangible Assets [Line Items] | |||
Total amortization of acquired intangible assets | $ 0 | $ 22 | $ 25 |
Goodwill and Acquired Intangi_6
Goodwill and Acquired Intangible Assets, Net - Total Expected Future Amortization Expense for Acquired Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 8,300 | |
2025 | 5,014 | |
Total expected future amortization expense | $ 13,314 | $ 21,907 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Outstanding principal balance | $ 362,750 | $ 362,750 |
Less: Debt issuance costs | (5,082) | (7,170) |
Carrying amount, long-term debt | 357,668 | 355,580 |
Convertible Senior Notes | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 212,750 | 212,750 |
Less: Debt issuance costs | (2,864) | (3,896) |
Carrying amount, long-term debt | 209,886 | 208,854 |
Convertible Senior Notes | 2025 Notes | ||
Debt Instrument [Line Items] | ||
Outstanding principal balance | 150,000 | 150,000 |
Less: Debt issuance costs | (2,218) | (3,274) |
Carrying amount, long-term debt | $ 147,782 | $ 146,726 |
Debt - Summary of Total Interes
Debt - Summary of Total Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |||
Cash interest expense | $ 9,096 | $ 9,096 | $ 9,806 |
Payment-in-kind interest | 0 | 0 | 2,178 |
Amortization of debt discount | 0 | 0 | 1,750 |
Amortization of debt issuance costs | 2,089 | 2,016 | 2,167 |
Total interest expense | $ 11,185 | $ 11,112 | $ 15,901 |
Debt - Narrative (Details)
Debt - Narrative (Details) - Convertible Senior Notes | 12 Months Ended |
Dec. 31, 2023 | |
2025 Notes | |
Debt Instrument [Line Items] | |
Remaining life of debt instrument | 1 year 10 months 24 days |
2026 Notes | |
Debt Instrument [Line Items] | |
Remaining life of debt instrument | 2 years 8 months 12 days |
Debt - Summary of Contractual C
Debt - Summary of Contractual Cash Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2020 |
Long-term Debt | ||||
Total | $ 362,750 | $ 362,750 | ||
2026 Notes | Convertible Senior Notes | ||||
Long-term Debt | ||||
Total | 212,750 | 212,750 | ||
2024 | 0 | |||
2025 | 0 | |||
2026 | 212,750 | |||
Interest obligations | ||||
Total | 4,787 | |||
2024 | 1,596 | |||
2025 | 1,596 | |||
2026 | 1,595 | |||
Stated interest rate | 0.75% | |||
2025 Notes | Convertible Senior Notes | ||||
Long-term Debt | ||||
Total | 150,000 | $ 150,000 | ||
2024 | 0 | |||
2025 | 150,000 | |||
2026 | 0 | |||
Interest obligations | ||||
Total | 15,000 | |||
2024 | 7,500 | |||
2025 | 7,500 | |||
2026 | $ 0 | |||
Stated interest rate | 5% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes (Details) | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 USD ($) day $ / shares | Jun. 30, 2020 USD ($) day $ / shares | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 11,185,000 | $ 11,269,000 | $ 16,267,000 | ||
Amortization of debt issuance costs | 2,089,000 | 2,016,000 | 2,167,000 | ||
2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Amortization of debt discount and issuance costs | $ 1,100,000 | 1,000,000 | 900,000 | ||
Convertible Senior Notes | 2025 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 150,000,000 | ||||
Stated interest rate | 5% | ||||
Total issuance costs | $ 5,700,000 | ||||
Proceeds from issuance of debt, net of discounts and debt issuance costs | $ 144,300,000 | ||||
Effective interest rate (as a percent) | 5.80% | ||||
Interest expense | $ 7,500,000 | 7,500,000 | 7,500,000 | ||
Conversion price | $ / shares | $ 12.60 | $ 12.60 | |||
Threshold percentage of stock price trigger for redemption | 130% | ||||
Period over which default must be cured or waived after notice is given | 60 days | ||||
Amount of judgment payments rendered that classify as an Event of Default | $ 10,000,000 | ||||
Discharge or stay period for judgment | 45 days | ||||
Percent of the aggregate principal amount due upon Event of Default | 25% | ||||
Special interest rate period | 180 days | ||||
Special interest rate | 0.50% | ||||
Conversion rate | 0.0793903 | ||||
Convertible Senior Notes | 2025 Notes | Fair Value, Inputs, Level 2 | |||||
Debt Instrument [Line Items] | |||||
Estimated fair value of long-term debt | $ 155,800,000 | ||||
Convertible Senior Notes | 2025 Notes | Conversion Condition 1 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 130% | ||||
Threshold trading days for conversion | day | 20 | ||||
Threshold consecutive trading days for conversion | day | 30 | ||||
Convertible Senior Notes | 2025 Notes | Conversion Condition 2 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 98% | ||||
Threshold consecutive business days for conversion | day | 5 | ||||
Threshold consecutive trading days for conversion | day | 10 | ||||
Convertible Senior Notes | 2026 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 212,750,000 | ||||
Stated interest rate | 0.75% | ||||
Effective interest rate (as a percent) | 1.30% | ||||
Interest expense | $ 1,600,000 | 1,600,000 | 1,300,000 | ||
Conversion price | $ / shares | $ 27.89 | $ 27.89 | |||
Threshold percentage of stock price trigger for redemption | 130% | ||||
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% | ||||
Special interest rate period | 180 days | ||||
Special interest rate | 0.50% | ||||
Estimated fair value of long-term debt | $ 181,600,000 | ||||
Total cash costs | $ 5,700,000 | ||||
Proceeds from the issuance of debt | $ 207,000,000 | ||||
Threshold trading days for redemption | day | 20 | ||||
Threshold consecutive trading days for redemption | day | 30 | ||||
Cure period | 30 days | ||||
Default on debt by the company or subsidiary that classifies as an event of default | $ 10,000,000 | ||||
Amortization of debt issuance costs | $ 1,000,000 | $ 1,000,000 | $ 800,000 | ||
Conversion rate | 0.0358616 | ||||
Convertible Senior Notes | 2026 Notes | Conversion Condition 1 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 130% | ||||
Threshold trading days for conversion | day | 20 | ||||
Threshold consecutive trading days for conversion | day | 30 | ||||
Convertible Senior Notes | 2026 Notes | Conversion Condition 2 | |||||
Debt Instrument [Line Items] | |||||
Threshold percentage of stock price trigger for conversion | 98% | ||||
Threshold consecutive business days for conversion | day | 5 | ||||
Threshold consecutive trading days for conversion | day | 10 |
Debt - Capped Call Transactions
Debt - Capped Call Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2021 | Jun. 30, 2020 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||
Purchase of convertible notes capped calls | $ 0 | $ 0 | $ 18,509 | ||
2026 Notes | Convertible Senior Notes | Capped Calls | |||||
Debt Instrument [Line Items] | |||||
Cap price (in dollars per share) | $ 37.5375 | ||||
Purchase of convertible notes capped calls | $ 18,500 | ||||
2025 Notes | Convertible Senior Notes | Capped Calls | |||||
Debt Instrument [Line Items] | |||||
Cap price (in dollars per share) | $ 17.1520 | ||||
Purchase of convertible notes capped calls | $ 15,600 | ||||
Strike price (in dollars per share) | $ 12.60 |
Debt - Term Loans (Details)
Debt - Term Loans (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Mar. 11, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||||
Loss on debt extinguishment | $ 0 | $ 0 | $ (49,977) | |
Payment-in-kind interest | 0 | 0 | 2,178 | |
Amortization of debt discount and issuance costs | 2,088 | 2,016 | 3,917 | |
Interest expense | $ 11,185 | $ 11,269 | 16,267 | |
May 2020 Credit Agreement | Term Loans | ||||
Debt Instrument [Line Items] | ||||
Payments for repayment premium | $ 18,200 | |||
Payments for in-kind interest | 9,000 | |||
Repayment of long-term debt | 153,200 | |||
Principal payments | 125,000 | |||
Payments for accrued interest | $ 1,000 | |||
Loss on debt extinguishment | 50,000 | |||
Write-off of unamortized debt discount and issuance costs | 31,800 | |||
Make whole premium | 18,200 | |||
Payment-in-kind interest | 2,200 | |||
Amortization of debt discount and issuance costs | 2,200 | |||
Interest expense | $ 1,000 |
Commitments and Contingent Li_2
Commitments and Contingent Liabilities - Narrative (Details) - USD ($) $ in Millions | Dec. 26, 2023 | Nov. 01, 2022 | May 23, 2022 | Dec. 31, 2023 | Dec. 31, 2022 |
Loss Contingencies [Line Items] | |||||
Loss contingency accrual | $ 1.1 | $ 6 | |||
Estimate of possible loss attributable to potential interest and penalties | 0.2 | $ 2 | |||
M.R.G. Concerts Ltd. (MRG) and Matthew Gibbons (Gibbons) | |||||
Loss Contingencies [Line Items] | |||||
Damages awarded | $ 14.9 | $ 11 | |||
Reduction in damages from amended judgement | $ 6.3 | ||||
Fixed Fee Contracts | |||||
Loss Contingencies [Line Items] | |||||
Purchase obligation, total | 13.2 | ||||
Purchase obligation, to be paid, 2024 | 8.3 | ||||
Purchase obligation, to be paid, 2025 | 5 | ||||
Variable Fee Contracts | |||||
Loss Contingencies [Line Items] | |||||
Purchase obligation, total | 4.5 | ||||
Purchase obligation, to be paid, 2024 to 2026 | $ 4.5 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2018 shares | Dec. 31, 2023 USD ($) votesPerShare $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Class of Stock [Line Items] | ||||
Options issued and outstanding (in shares) | 12,318,335 | 12,558,158 | 11,260,788 | |
Compensation expense not yet recognized | $ | $ 11,300 | |||
Weighted-average fair value of stock options granted (in dollars per share) | $ / shares | $ 5 | $ 7.13 | $ 11.87 | |
Stock-based compensation expense | $ | $ 55,056 | $ 53,356 | $ 47,523 | |
Common stock subject to repurchase related to stock options (in shares) | 0 | 0 | ||
Stock-based compensation costs included in capitalized internal-use software and website development costs capitalized | $ | $ 1,500 | $ 700 | 500 | |
2010 Stock Option Plan | ||||
Class of Stock [Line Items] | ||||
Options issued and outstanding (in shares) | 5,560,572 | |||
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% | |||
Options issued and outstanding (in shares) | 6,757,763 | |||
Stock Options | ||||
Class of Stock [Line Items] | ||||
Weighted-average recognition period for unrecognized stock-based compensation (in years) | 2 years | |||
Stock-based compensation expense | $ | $ 10,000 | 14,800 | 16,900 | |
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 (in years) | 2 years 1 month 6 days | |||
Stock-based compensation expense | $ | $ 46,100 | 38,700 | 30,600 | |
Total unrecognized stock-based compensation | $ | 79,600 | |||
ESPP | 2018 Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Stock-based compensation expense | $ | $ 500 | $ 500 | $ 500 | |
Employee earnings contributed to ESPP (as a percent) | 15% | |||
Percent of fair market value at which employee's may purchase stock (as a percent) | 85% | |||
Class A Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of votes per share | votesPerShare | 1 | |||
Class A Common Stock | Common Stock | ||||
Class of Stock [Line Items] | ||||
Issuance common stock for ESPP Purchase (in shares) | 188,033 | 183,540 | 106,703 | |
Class A Common Stock | 2018 Stock Option and Incentive Plan | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 5,360,187 | |||
Class A Common Stock | ESPP | 2018 Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance (in shares) | 5,144,875 | |||
Annual increase in shares available for issuance (in shares) | 1,534,500 | |||
Class B Common Stock | ||||
Class of Stock [Line Items] | ||||
Number of votes per share | votesPerShare | 10 | |||
Class B Common Stock | ESPP | 2018 Employee Stock Purchase Plan | ||||
Class of Stock [Line Items] | ||||
Annual increase in shares available for issuance as a percent of Class B common stock | 1% |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Outstanding options | |||
Balance (in shares) | 12,558,158 | 11,260,788 | |
Granted (in shares) | 833,663 | 1,868,692 | |
Exercised (in shares) | (202,597) | (389,844) | |
Cancelled (in shares) | (870,889) | (181,478) | |
Balance (in shares) | 12,318,335 | 12,558,158 | 11,260,788 |
Vested and exercisable (in shares) | 10,295,699 | ||
Vested and expected to vest (in shares) | 12,216,575 | ||
Weighted-average exercise price | |||
Balance (in dollars per share) | $ 12.30 | $ 12.11 | |
Granted (in dollars per share) | 8.32 | 12.77 | |
Exercised (in dollars per share) | 6.40 | 8.07 | |
Cancelled (in dollars per share) | 13.24 | 14.33 | |
Balance (in dollars per share) | 12.06 | $ 12.30 | $ 12.11 |
Vested and exercisable (in dollars per share) | 12.16 | ||
Vested and expected to vest (in dollars per share) | $ 12.07 | ||
Weighted-average remaining contractual term (years) | |||
Outstanding | 5 years 4 months 24 days | 6 years 4 months 24 days | 6 years 8 months 12 days |
Vested and exercisable | 4 years 9 months 18 days | ||
Vested and expected to vest | 5 years 3 months 18 days | ||
Aggregate intrinsic value (thousands) | |||
Outstanding | $ 2,845 | $ 93 | $ 63,862 |
Exercised | 388 | $ 1,974 | |
Vested and exercisable | 2,495 | ||
Vested and expected to vest | $ 2,822 |
Stockholders' Equity - PSUs, RS
Stockholders' Equity - PSUs, RSAs and PSUs (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
RSUs, RSAs and PSUs | ||
Outstanding RSUs, RSAs and PSUs | ||
Balance (in shares) | 10,764,197 | 4,353,637 |
Awarded (in shares) | 7,480,353 | 10,103,197 |
Released (in shares) | (2,561,339) | (2,008,067) |
Cancelled (in shares) | (3,204,413) | (1,684,570) |
Balance (in shares) | 12,478,798 | 10,764,197 |
Vested and and expected to vest (in shares) | 11,369,253 | |
Weighted-average grant date fair value per share | ||
Balance (in dollars per share) | $ 11.46 | $ 18.40 |
Awarded (in dollars per share) | 8.38 | 10.26 |
Released (in dollars per share) | 13.50 | 17.24 |
Cancelled (in dollars per share) | 10.68 | 15.56 |
Balance (in dollars per share) | 9.40 | $ 11.46 |
Vested and expected to vest (in dollars per share) | $ 9.40 | |
Weighted-average remaining contractual term (years) | ||
Balance | 1 year 2 months 12 days | |
Vested and expected to vest | 1 year 2 months 12 days | |
Aggregate intrinsic value (thousands) | ||
Balance | $ 104,315 | |
Vested and expected to vest | $ 95,047 | |
Performance Stock Unit | ||
Outstanding RSUs, RSAs and PSUs | ||
Awarded (in shares) | 600,000 | 1,400,000 |
Stockholders' Equity - Assumpti
Stockholders' Equity - Assumptions Used to Estimate Equity Awards (Details) | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected dividend yield | 0% | 0% | 0% |
Expected volatility rate, minimum | 61% | 57.60% | 57% |
Expected volatility rate, maximum | 61.70% | 60% | 64.30% |
Risk free interest rate, minimum | 3.70% | 2.40% | 1% |
Risk free interest rate, maximum | 4.70% | 3.70% | 1.10% |
Stock Options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years | 5 years 6 months | 5 years 6 months |
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term | 6 years 3 months 18 days | 6 years 1 month 6 days | 6 years 1 month 6 days |
ESPP | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility rate, minimum | 47.30% | 59.90% | 45.40% |
Expected volatility rate, maximum | 65.20% | 61.30% | 55.70% |
Risk free interest rate, minimum | 5.40% | 1.60% | 0% |
Risk free interest rate, maximum | 5.30% | 4.70% | 0.10% |
Expected term | 6 months | 6 months | 6 months |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 55,056 | $ 53,356 | $ 47,523 |
Cost of net revenue | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 842 | 809 | 904 |
Product development | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 21,018 | 19,686 | 16,384 |
Sales, marketing and support | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | 9,455 | 8,302 | 5,627 |
General and administrative | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Stock-based compensation expense | $ 23,741 | $ 24,559 | $ 24,608 |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |||
Net loss | $ (26,479) | $ (55,384) | $ (139,080) |
Weighted-average number of shares outstanding used to compute net loss per share, basic (in shares) | 100,299 | 98,305 | 94,303 |
Weighted-average number of shares outstanding used to compute net loss per share, diluted (in shares) | 100,299 | 98,305 | 94,303 |
Net loss per share, basic (in dollars per share) | $ (0.26) | $ (0.56) | $ (1.47) |
Net loss per share, diluted (in dollars per share) | $ (0.26) | $ (0.56) | $ (1.47) |
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 | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares of potentially dilutive securities (in shares) | 44,373 | 42,956 | 35,205 |
Shares related to convertible senior notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares of potentially dilutive securities (in shares) | 19,538 | 19,538 | 19,538 |
Stock options to purchase common stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares of potentially dilutive securities (in shares) | 12,318 | 12,558 | 11,261 |
Restricted stock and restricted stock units | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares of potentially dilutive securities (in shares) | 12,379 | 10,710 | 4,323 |
ESPP | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Total shares of potentially dilutive securities (in shares) | 138 | 150 | 83 |
Net Loss Per Share - Narrative
Net Loss Per Share - Narrative (Details) - $ / shares shares in Thousands | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total shares of potentially dilutive securities (in shares) | 44,373 | 42,956 | 35,205 | ||
2025 Notes | Convertible Senior Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion price | $ 12.60 | $ 12.60 | |||
2026 Notes | Convertible Senior Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Conversion price | $ 27.89 | $ 27.89 | |||
Shares related to convertible senior notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total shares of potentially dilutive securities (in shares) | 19,538 | 19,538 | 19,538 | ||
Shares related to convertible senior notes | 2025 Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total shares of potentially dilutive securities (in shares) | 11,900 | ||||
Shares related to convertible senior notes | 2026 Notes | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||
Total shares of potentially dilutive securities (in shares) | 7,600 |
Income Taxes - Loss Before the
Income Taxes - Loss Before the Provision For (Benefit From) Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (25,868) | $ (50,659) | $ (133,891) |
International | 1,380 | (4,599) | (3,761) |
Loss before income taxes | $ (24,488) | $ (55,258) | $ (137,652) |
Income Taxes - Components of In
Income Taxes - Components of Income Tax Provision (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current tax expense (benefit) | |||
Federal | $ 0 | $ 0 | $ (7) |
State | 214 | (118) | 305 |
Foreign | 1,142 | 353 | 713 |
Total current tax expense (benefit) | 1,356 | 235 | 1,011 |
Deferred tax expense (benefit) | |||
Federal | 330 | 329 | 234 |
State | 364 | 322 | 118 |
Foreign | (59) | (760) | 65 |
Total deferred tax expense (benefit) | 635 | (109) | 417 |
Total income tax provision (benefit) | $ 1,991 | $ 126 | $ 1,428 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of the Federal Statutory Tax Provision to the Effective Tax Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Federal tax benefit at statutory rate | $ (5,143) | $ (11,604) | $ (28,906) |
State tax | 578 | 204 | 422 |
Foreign rate differential | 797 | 557 | 1,001 |
Non-deductible permanent items | 931 | 23 | 38 |
Stock-based compensation | 4,027 | 3,899 | (7,055) |
Tax credits | (1,691) | (956) | (882) |
Change in valuation allowance | 2,492 | 8,003 | 36,810 |
Total income tax provision (benefit) | $ 1,991 | $ 126 | $ 1,428 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||||
Net operating losses | $ 126,710 | $ 132,579 | ||
Capitalized research and development expenditures | 31,971 | 15,969 | ||
Stock-based compensation | 21,404 | 16,541 | ||
Tax credit carry-forward | 18,058 | 15,512 | ||
Deferred interest | 12,796 | 19,540 | ||
Accruals and reserves | 8,701 | 10,744 | ||
Lease liability | 815 | 1,368 | ||
Depreciation and amortization | 14 | 2,019 | ||
Total deferred tax assets | 220,469 | 214,272 | ||
Valuation allowance | (219,219) | (212,536) | $ (199,380) | $ (148,011) |
Net deferred tax assets | 1,250 | 1,736 | ||
Deferred tax liabilities: | ||||
Accruals and reserves | (1,628) | (1,444) | ||
Depreciation and amortization | (1,363) | (952) | ||
Unrealized foreign exchange gains | (671) | 0 | ||
Right-of-use-asset | (5) | (1,122) | ||
Net deferred taxes | $ (2,417) | $ (1,782) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes [Line Items] | ||||
Deferred tax asset, valuation allowance | $ 219,219,000 | $ 212,536,000 | $ 199,380,000 | $ 148,011,000 |
Unrecognized tax benefits | 19,016,000 | 15,087,000 | $ 13,308,000 | $ 11,164,000 |
Unrecognized tax benefits that would affect the effective tax rate | 100,000 | |||
Unrecognized tax benefits that would affect deferred tax assets | 18,900,000 | |||
Income tax penalties and interest accrued on unrecognized tax benefits | 0 | 0 | ||
Federal | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 459,500,000 | 489,300,000 | ||
Federal | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 20,000,000 | |||
State | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 102,800,000 | 99,600,000 | ||
State | Research and Development Credit | California Franchise Tax Board | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 17,700,000 | |||
State | EZ Hiring Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | 800,000 | 2,100,000 | ||
Foreign | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward | 12,400,000 | 13,100,000 | ||
Tax credit carryforward | 200,000 | $ 200,000 | ||
Foreign | Research and Development Credit | ||||
Income Taxes [Line Items] | ||||
Tax credit carryforward | $ 1,000,000 |
Income Taxes - Deferred Tax A_2
Income Taxes - Deferred Tax Asset Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance, Deferred Tax Asset [Roll Forward] | |||
Balance, Beginning of Period | $ 212,536 | $ 199,380 | $ 148,011 |
Charged to Costs & Expenses | 6,689 | 13,131 | 62,508 |
Charged to Other Accounts | (6) | 25 | (11,139) |
Deductions | 0 | 0 | 0 |
Balance, end of Period | $ 219,219 | $ 212,536 | $ 199,380 |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning balance | $ 15,087 | $ 13,308 | $ 11,164 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in current year | 3,022 | 2,037 | 2,195 |
Gross amount of increases in unrecognized tax benefits for tax positions taken in prior year | 912 | 47 | 23 |
Gross amount of decreases in unrecognized tax benefits for tax positions taken in prior year | (5) | (305) | (74) |
Ending balance | $ 19,016 | $ 15,087 | $ 13,308 |
Geographic Information (Details
Geographic Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 326,134 | $ 260,927 | $ 187,134 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | 242,168 | 194,529 | 142,683 |
International | |||
Segment Reporting Information [Line Items] | |||
Total net revenue | $ 83,966 | $ 66,398 | $ 44,451 |
Uncategorized Items - eb-202312
Label | Element | Value |
Accounting Standards Update [Extensible Enumeration] | us-gaap_AccountingStandardsUpdateExtensibleList | Accounting Standards Update 2020-06 [Member] |