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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Eventbrite Inc | NYSE:EB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.03 | -0.60% | 4.99 | 5.055 | 4.98 | 5.03 | 962,493 | 21:08:13 |
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
14-1888467
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
|
155 5th Street, 7th Floor
San Francisco, CA 94103
(415) 692-7779
(Address, including zip code and telephone number, including area code, of Registrant’s principal executive offices)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☒
|
Smaller reporting company
|
☐
|
|
|
Emerging Growth Company
|
☒
|
|
||
|
|
Page
|
|
|
|
PART I. FINANCIAL INFORMATION
|
|
|
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II. OTHER INFORMATION
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 6.
|
||
|
September 30,
2018 |
|
December 31,
2017 |
||||
Assets
|
|
|
|
||||
Current assets
|
|
|
|
||||
Cash
|
$
|
509,730
|
|
|
$
|
188,986
|
|
Funds receivable
|
52,336
|
|
|
51,639
|
|
||
Accounts receivable, net
|
4,854
|
|
|
2,885
|
|
||
Creator signing fees, net
|
6,271
|
|
|
4,235
|
|
||
Creator advances, net
|
24,450
|
|
|
20,076
|
|
||
Prepaid expenses and other current assets
|
13,832
|
|
|
10,662
|
|
||
Total current assets
|
611,473
|
|
|
278,483
|
|
||
Property, plant and equipment, net
|
44,826
|
|
|
42,492
|
|
||
Goodwill
|
170,727
|
|
|
158,766
|
|
||
Acquired intangible assets, net
|
65,873
|
|
|
79,541
|
|
||
Restricted cash
|
1,563
|
|
|
3,235
|
|
||
Creator signing fees, noncurrent
|
9,671
|
|
|
6,186
|
|
||
Other assets
|
2,214
|
|
|
2,134
|
|
||
Total assets
|
$
|
906,347
|
|
|
$
|
570,837
|
|
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit)
|
|
|
|
||||
Current liabilities
|
|
|
|
||||
Accounts payable, creators
|
$
|
327,209
|
|
|
$
|
228,007
|
|
Accounts payable, trade
|
2,378
|
|
|
1,481
|
|
||
Accrued compensation and benefits
|
3,875
|
|
|
3,535
|
|
||
Accrued taxes
|
9,766
|
|
|
2,615
|
|
||
Current portion of term loan
|
5,625
|
|
|
—
|
|
||
Other accrued liabilities
|
19,658
|
|
|
10,544
|
|
||
Total current liabilities
|
368,511
|
|
|
246,182
|
|
||
Build-to-suit lease financing obligation
|
28,767
|
|
|
29,494
|
|
||
Accrued taxes
|
18,640
|
|
|
30,047
|
|
||
Redeemable convertible preferred stock warrant liability
|
—
|
|
|
7,271
|
|
||
Promissory note
|
—
|
|
|
51,082
|
|
||
Term loans
|
68,467
|
|
|
26,669
|
|
||
Other liabilities
|
1,566
|
|
|
1,888
|
|
||
Total liabilities
|
485,951
|
|
|
392,633
|
|
||
Commitments and contingencies (Note 9)
|
|
|
|
||||
Redeemable convertible preferred stock, $0.00001 par value; no shares authorized, issued or outstanding as of September 30, 2018; 42,452,188 shares authorized, 41,628,207 shares issued and outstanding, $401,372 liquidation preference as of December 31, 2017
|
—
|
|
|
334,018
|
|
||
Stockholders’ equity (deficit):
|
|
|
|
||||
Preferred stock, $0.00001 par value; 100,000,000 shares authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017
|
—
|
|
|
—
|
|
||
Common stock, $0.00001 par value; 1,100,000,000 shares authorized, 78,431,459 shares issued and 78,242,979 shares outstanding as of September 30, 2018; 92,057,771 shares authorized, 20,936,921 shares issued and 20,748,441 shares outstanding as of December 31, 2017
|
—
|
|
|
—
|
|
||
Treasury stock at cost, 188,480 shares as of September 30, 2018 and December 31, 2017
|
(488
|
)
|
|
(488
|
)
|
||
Additional paid-in capital
|
710,597
|
|
|
83,291
|
|
||
Accumulated deficit
|
(289,713
|
)
|
|
(238,617
|
)
|
||
Total stockholders’ equity (deficit)
|
420,396
|
|
|
(155,814
|
)
|
||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit)
|
$
|
906,347
|
|
|
$
|
570,837
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenue
|
$
|
73,628
|
|
|
$
|
50,749
|
|
|
$
|
215,696
|
|
|
$
|
138,902
|
|
Cost of net revenue
(1)
|
31,477
|
|
|
20,993
|
|
|
89,424
|
|
|
56,295
|
|
||||
Gross profit
|
42,151
|
|
|
29,756
|
|
|
126,272
|
|
|
82,607
|
|
||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
||||||||
Product development
|
12,856
|
|
|
9,351
|
|
|
32,671
|
|
|
20,832
|
|
||||
Sales, marketing and support
|
17,428
|
|
|
14,351
|
|
|
53,051
|
|
|
37,522
|
|
||||
General and administrative
|
24,921
|
|
|
16,479
|
|
|
69,915
|
|
|
43,025
|
|
||||
Total operating expenses
|
55,205
|
|
|
40,181
|
|
|
155,637
|
|
|
101,379
|
|
||||
Loss from operations
|
(13,054
|
)
|
|
(10,425
|
)
|
|
(29,365
|
)
|
|
(18,772
|
)
|
||||
Interest expense
|
(3,300
|
)
|
|
(1,674
|
)
|
|
(9,399
|
)
|
|
(3,632
|
)
|
||||
Change in fair value of redeemable convertible preferred
stock warrant liability |
(3,520
|
)
|
|
(1,404
|
)
|
|
(9,591
|
)
|
|
(1,404
|
)
|
||||
Loss on debt extinguishment
|
(17,173
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
||||
Other income (expense), net
|
1,414
|
|
|
1,606
|
|
|
(1,880
|
)
|
|
3,510
|
|
||||
Loss before provision for (benefit from) income taxes
|
(35,633
|
)
|
|
(11,897
|
)
|
|
(50,413
|
)
|
|
(20,298
|
)
|
||||
Income tax provision (benefit)
|
(117
|
)
|
|
(40
|
)
|
|
683
|
|
|
(95
|
)
|
||||
Net loss
|
$
|
(35,516
|
)
|
|
$
|
(11,857
|
)
|
|
$
|
(51,096
|
)
|
|
$
|
(20,203
|
)
|
Net loss per share, basic and diluted
|
$
|
(1.24
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(2.15
|
)
|
|
$
|
(1.05
|
)
|
Weighted-average number of shares outstanding used to compute net loss per share, basic and diluted
|
28,736
|
|
|
19,523
|
|
|
23,799
|
|
|
19,150
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(1) Includes stock-based compensation as follows:
|
|
|
|
|
|
|
|
||||||||
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of net revenue
|
$
|
154
|
|
|
$
|
35
|
|
|
$
|
278
|
|
|
$
|
100
|
|
Product development
|
2,497
|
|
|
463
|
|
|
3,845
|
|
|
1,298
|
|
||||
Sales, marketing and support
|
1,151
|
|
|
406
|
|
|
2,729
|
|
|
1,179
|
|
||||
General and administrative
|
11,247
|
|
|
1,042
|
|
|
16,305
|
|
|
3,130
|
|
|
Redeemable
Convertible Preferred Stock |
|
|
Common Stock-Class A
|
|
Common Stock-Class B
|
|
Treasury Stock
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Total Stockholders’ Equity (Deficit)
|
||||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||||
Balance at December 31, 2017
|
41,628,207
|
|
|
$
|
334,018
|
|
|
|
—
|
|
|
$
|
—
|
|
|
20,748,441
|
|
|
$
|
—
|
|
|
(188,480
|
)
|
|
$
|
(488
|
)
|
|
$
|
83,291
|
|
|
$
|
(238,617
|
)
|
|
$
|
(155,814
|
)
|
Issuance of common stock in connection with the initial public offering, net of underwriting discounts and commissions
|
—
|
|
|
—
|
|
|
|
11,500,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
245,985
|
|
|
—
|
|
|
245,985
|
|
|||||||
Costs related to initial public offering
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,345
|
)
|
|
—
|
|
|
(5,345
|
)
|
|||||||
Conversion of redeemable convertible preferred stock in connection with initial public offering
|
(41,628,207
|
)
|
|
(334,018
|
)
|
|
|
—
|
|
|
—
|
|
|
42,188,624
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
334,018
|
|
|
—
|
|
|
334,018
|
|
|||||||
Automatic conversion of warrants in connection with initial public offering
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
997,193
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,465
|
|
|
—
|
|
|
21,465
|
|
|||||||
Issuance of common stock for settlement of RSUs
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
802,900
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Shares withheld related to net share settlement
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(391,874
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,013
|
)
|
|
—
|
|
|
(9,013
|
)
|
|||||||
Issuance of common stock upon exercise of stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1,640,477
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,510
|
|
|
—
|
|
|
7,510
|
|
|||||||
Issuance of common stock for acquisitions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
757,218
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,832
|
|
|
—
|
|
|
8,832
|
|
|||||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275
|
|
|
—
|
|
|
275
|
|
|||||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23,579
|
|
|
—
|
|
|
23,579
|
|
|||||||
Net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(51,096
|
)
|
|
(51,096
|
)
|
|||||||
Balance at September 30, 2018
|
—
|
|
|
$
|
—
|
|
|
|
11,500,000
|
|
|
$
|
—
|
|
|
66,742,979
|
|
|
$
|
—
|
|
|
(188,480
|
)
|
|
$
|
(488
|
)
|
|
$
|
710,597
|
|
|
$
|
(289,713
|
)
|
|
$
|
420,396
|
|
EVENTBRITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(35,516
|
)
|
|
$
|
(11,857
|
)
|
|
$
|
(51,096
|
)
|
|
$
|
(20,203
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
8,830
|
|
|
5,090
|
|
|
25,612
|
|
|
11,051
|
|
||||
Amortization of creator signing fees
|
1,975
|
|
|
1,095
|
|
|
5,052
|
|
|
2,861
|
|
||||
Accretion of term loan
|
204
|
|
|
471
|
|
|
1,616
|
|
|
471
|
|
||||
Loss on debt extinguishment
|
17,173
|
|
|
—
|
|
|
178
|
|
|
—
|
|
||||
Change in fair value of redeemable convertible preferred stock warrant liability
|
3,520
|
|
|
1,404
|
|
|
9,591
|
|
|
1,404
|
|
||||
Change in fair value of term loan embedded derivatives
|
(2,119
|
)
|
|
—
|
|
|
(2,119
|
)
|
|
—
|
|
||||
Stock-based compensation
|
15,049
|
|
|
1,946
|
|
|
23,157
|
|
|
5,707
|
|
||||
Impairment of long-lived assets
|
46
|
|
|
553
|
|
|
1,728
|
|
|
1,897
|
|
||||
Provision for bad debt
|
274
|
|
|
238
|
|
|
1,063
|
|
|
697
|
|
||||
Loss on disposal of equipment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Deferred income taxes
|
(170
|
)
|
|
(142
|
)
|
|
447
|
|
|
(321
|
)
|
||||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
(2,258
|
)
|
|
—
|
|
|
(2,258
|
)
|
||||
Changes in operating assets and liabilities, net of impact of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Accounts receivable
|
(1,208
|
)
|
|
(191
|
)
|
|
(2,213
|
)
|
|
(610
|
)
|
||||
Funds receivable
|
(15,227
|
)
|
|
(13,776
|
)
|
|
(449
|
)
|
|
(6,706
|
)
|
||||
Creator signing fees, net
|
(4,654
|
)
|
|
(3,234
|
)
|
|
(10,932
|
)
|
|
(6,019
|
)
|
||||
Creator advances, net
|
(2,881
|
)
|
|
(765
|
)
|
|
(5,211
|
)
|
|
(3,015
|
)
|
||||
Prepaid expenses and other current assets
|
530
|
|
|
(1,024
|
)
|
|
(2,897
|
)
|
|
(2,637
|
)
|
||||
Other assets
|
460
|
|
|
(22
|
)
|
|
(453
|
)
|
|
599
|
|
||||
Accounts payable, creators
|
49,585
|
|
|
59,728
|
|
|
79,531
|
|
|
103,409
|
|
||||
Accounts payable, trade
|
390
|
|
|
9
|
|
|
843
|
|
|
385
|
|
||||
Accrued compensation and benefits
|
676
|
|
|
(580
|
)
|
|
80
|
|
|
(1,026
|
)
|
||||
Accrued taxes
|
4,534
|
|
|
906
|
|
|
6,777
|
|
|
2,685
|
|
||||
Other accrued liabilities
|
(4,905
|
)
|
|
3,512
|
|
|
4,486
|
|
|
3,112
|
|
||||
Accrued taxes, noncurrent
|
(12,486
|
)
|
|
1,190
|
|
|
(11,845
|
)
|
|
4,647
|
|
||||
Other liabilities
|
(294
|
)
|
|
(101
|
)
|
|
(322
|
)
|
|
164
|
|
||||
Net cash provided by operating activities
|
23,786
|
|
|
42,192
|
|
|
72,624
|
|
|
96,294
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment
|
(1,545
|
)
|
|
(749
|
)
|
|
(4,280
|
)
|
|
(1,807
|
)
|
||||
Capitalized internal-use software development costs
|
(1,603
|
)
|
|
(1,422
|
)
|
|
(5,932
|
)
|
|
(4,711
|
)
|
||||
Acquisitions, net of cash acquired
|
(2,247
|
)
|
|
(127,761
|
)
|
|
11,805
|
|
|
(131,974
|
)
|
||||
Net cash provided by (used in) investing activities
|
(5,395
|
)
|
|
(129,932
|
)
|
|
1,593
|
|
|
(138,492
|
)
|
EVENTBRITE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
(Unaudited)
|
|||||||||||||||
|
Three Months Ended
September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||||||
Proceeds from initial public offering, net of underwriters' discounts and commissions and offering costs, net of reimbursements
|
244,133
|
|
|
—
|
|
|
243,902
|
|
|
—
|
|
||||
Proceeds from exercise of stock options
|
3,302
|
|
|
375
|
|
|
7,510
|
|
|
1,108
|
|
||||
Excess tax benefit from stock-based compensation awards
|
—
|
|
|
2,258
|
|
|
—
|
|
|
2,258
|
|
||||
Taxes paid related to net share settlement of equity awards
|
(9,013
|
)
|
|
—
|
|
|
(9,013
|
)
|
|
—
|
|
||||
Proceeds from issuance of redeemable convertible preferred stock, net
|
—
|
|
|
133,141
|
|
|
—
|
|
|
133,141
|
|
||||
Proceeds from term loans
|
75,000
|
|
|
30,000
|
|
|
120,000
|
|
|
30,000
|
|
||||
Principal payments on debt obligations
|
(74,210
|
)
|
|
(7,217
|
)
|
|
(109,665
|
)
|
|
(7,788
|
)
|
||||
Prepayment penalties on debt extinguishment
|
(7,406
|
)
|
|
—
|
|
|
(7,406
|
)
|
|
—
|
|
||||
Payments on capital lease obligations
|
—
|
|
|
(61
|
)
|
|
(21
|
)
|
|
(196
|
)
|
||||
Payments on lease financing obligations
|
(173
|
)
|
|
(117
|
)
|
|
(452
|
)
|
|
(290
|
)
|
||||
Net cash provided by financing activities
|
231,633
|
|
|
158,379
|
|
|
244,855
|
|
|
158,233
|
|
||||
Net increase in cash and restricted cash
|
250,024
|
|
|
70,639
|
|
|
319,072
|
|
|
116,035
|
|
||||
Cash and restricted cash
|
|
|
|
|
|
|
|
||||||||
Beginning of period
|
$
|
261,269
|
|
|
$
|
188,934
|
|
|
$
|
192,221
|
|
|
$
|
143,538
|
|
End of period
|
$
|
511,293
|
|
|
$
|
259,573
|
|
|
$
|
511,293
|
|
|
$
|
259,573
|
|
Supplemental cash flow data
|
|
|
|
|
|
|
|
||||||||
Interest paid
|
$
|
2,163
|
|
|
$
|
14
|
|
|
$
|
5,785
|
|
|
$
|
14
|
|
Income taxes paid, net of refunds
|
$
|
198
|
|
|
$
|
—
|
|
|
$
|
340
|
|
|
$
|
—
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
|
||||||||
Vesting of early exercised stock options
|
$
|
92
|
|
|
$
|
92
|
|
|
$
|
275
|
|
|
$
|
275
|
|
Issuance of shares of common stock for acquisitions
|
$
|
1,395
|
|
|
$
|
—
|
|
|
$
|
8,832
|
|
|
$
|
18,243
|
|
Promissory notes issued in connection with acquisitions
|
$
|
—
|
|
|
$
|
50,000
|
|
|
$
|
—
|
|
|
$
|
57,500
|
|
Conversion of redeemable convertible preferred stock in connection with initial public offering
|
$
|
21,465
|
|
|
$
|
—
|
|
|
$
|
21,465
|
|
|
$
|
—
|
|
Issuance of redeemable convertible preferred stock warrants in connection with loan facilities and term loan
|
$
|
—
|
|
|
$
|
2,039
|
|
|
$
|
4,603
|
|
|
$
|
5,071
|
|
Deferred offering costs included in accounts payable, trade and other accrued liabilities
|
$
|
3,262
|
|
|
$
|
—
|
|
|
$
|
3,262
|
|
|
$
|
—
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Cash
|
$
|
509,730
|
|
|
$
|
188,986
|
|
Restricted cash
|
1,563
|
|
|
3,235
|
|
||
Total cash and restricted cash
|
$
|
511,293
|
|
|
$
|
192,221
|
|
|
Estimated Useful Life
|
Building and improvements
|
30 years
|
Furniture and fixtures
|
3-5 years
|
Computers and computer equipment
|
1-2 years
|
Computer software
|
2-3 years
|
Capitalized internal-use software development costs
|
2 years
|
Leasehold improvements
|
Shorter of estimated useful life or remaining lease term
|
|
Picatic
|
|
Ticketea
|
||||
Cash
|
$
|
160
|
|
|
$
|
17,852
|
|
Funds and accounts receivable
|
10
|
|
|
1,058
|
|
||
Creator advances
|
—
|
|
|
532
|
|
||
Prepaid expenses and other current assets
|
87
|
|
|
127
|
|
||
Property and equipment
|
—
|
|
|
42
|
|
||
Other noncurrent assets
|
—
|
|
|
28
|
|
||
Accounts payable, creators
|
—
|
|
|
(19,671
|
)
|
||
Other current liabilities
|
(36
|
)
|
|
(628
|
)
|
||
Intangible assets
|
507
|
|
|
3,094
|
|
||
Goodwill
|
2,219
|
|
|
9,104
|
|
||
Total purchase price
|
$
|
2,947
|
|
|
$
|
11,538
|
|
|
Picatic
|
|
Estimated
useful life |
|
Ticketea
|
|
Estimated
useful life |
||||
Customer relationships
|
$
|
507
|
|
|
2.5
|
|
$
|
2,475
|
|
|
5.0
|
Developed technology
|
—
|
|
|
|
|
619
|
|
|
1.0
|
||
Total acquired intangible assets
|
$
|
507
|
|
|
|
|
$
|
3,094
|
|
|
|
|
Ticketfly
|
|
ticketscript
|
|
Total
|
||||||
Cash and restricted cash
|
23,339
|
|
|
3,492
|
|
|
26,831
|
|
|||
Funds and accounts receivable
|
4,263
|
|
|
4,208
|
|
|
8,471
|
|
|||
Creator advances
|
8,567
|
|
|
—
|
|
|
8,567
|
|
|||
Prepaid expenses and other current assets
|
1,213
|
|
|
242
|
|
|
1,455
|
|
|||
Property and equipment
|
2,619
|
|
|
425
|
|
|
3,044
|
|
|||
Other noncurrent assets
|
15
|
|
|
238
|
|
|
253
|
|
|||
Accounts payable, creators
|
(29,909
|
)
|
|
(7,950
|
)
|
|
(37,859
|
)
|
|||
Other current liabilities
|
(2,138
|
)
|
|
(836
|
)
|
|
(2,974
|
)
|
|||
Accrued taxes
|
(6,179
|
)
|
|
(1,799
|
)
|
|
(7,978
|
)
|
|||
Deferred tax liabilities
|
—
|
|
|
(2,401
|
)
|
|
(2,401
|
)
|
|||
Intangible assets
|
76,300
|
|
|
11,800
|
|
|
88,100
|
|
|||
Goodwill
|
123,011
|
|
|
26,030
|
|
|
149,041
|
|
|||
Total purchase price
|
$
|
201,101
|
|
|
$
|
33,449
|
|
|
$
|
234,550
|
|
|
Ticketfly
|
|
ticketscript
|
|
Estimated useful
life |
||||
Customer relationships
|
$
|
60,500
|
|
|
$
|
10,600
|
|
|
8.0
|
Developed technology
|
14,500
|
|
|
1,100
|
|
|
1.3
|
||
Trademark
|
1,300
|
|
|
100
|
|
|
1.3
|
||
Total acquired intangible assets
|
$
|
76,300
|
|
|
$
|
11,800
|
|
|
|
|
Nine Months Ended
|
||
|
September 30, 2017
|
||
Net revenue
|
$
|
172,401
|
|
Net loss
|
(180,878
|
)
|
At December 31, 2016
|
$
|
9,725
|
|
Additions from acquisitions
|
149,041
|
|
|
At December 31, 2017
|
158,766
|
|
|
Additions from acquisitions
|
11,023
|
|
|
Measurement period and other adjustments
|
938
|
|
|
At September 30, 2018
|
$
|
170,727
|
|
|
December 31, 2017
|
|
|
||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Weighted-
average remaining useful life (years) |
||||||
Developed technology
|
$
|
18,477
|
|
|
$
|
6,679
|
|
|
$
|
11,798
|
|
|
1.0
|
Customer relationships
|
71,502
|
|
|
4,743
|
|
|
66,759
|
|
|
7.2
|
|||
Tradenames
|
1,600
|
|
|
616
|
|
|
984
|
|
|
1.0
|
|||
Acquired intangible assets, net
|
$
|
91,579
|
|
|
$
|
12,038
|
|
|
$
|
79,541
|
|
|
|
|
September 30, 2018
|
|
|
||||||||||
|
Cost
|
|
Accumulated
Amortization |
|
Net Book
Value |
|
Weighted-
average remaining useful life (years) |
||||||
Developed technology
|
$
|
19,096
|
|
|
$
|
15,618
|
|
|
$
|
3,478
|
|
|
0.4
|
Customer relationships
|
74,484
|
|
|
12,336
|
|
|
62,148
|
|
|
6.4
|
|||
Tradenames
|
1,600
|
|
|
1,353
|
|
|
247
|
|
|
0.3
|
|||
Acquired intangible assets, net
|
$
|
95,180
|
|
|
$
|
29,307
|
|
|
$
|
65,873
|
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Cost of net revenue
|
$
|
3,003
|
|
|
$
|
1,256
|
|
|
$
|
8,824
|
|
|
$
|
1,949
|
|
General and administrative
|
2,895
|
|
|
1,306
|
|
|
8,444
|
|
|
2,392
|
|
||||
Total amortization of acquired intangible assets
|
$
|
5,898
|
|
|
$
|
2,562
|
|
|
$
|
17,268
|
|
|
$
|
4,341
|
|
The remainder of 2018
|
$
|
5,900
|
|
2019
|
10,825
|
|
|
2020
|
10,443
|
|
|
2021
|
10,197
|
|
|
2022
|
8,202
|
|
|
Thereafter
|
20,306
|
|
|
Acquired intangible assets, net
|
$
|
65,873
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Accounts receivable, customers
|
$
|
7,439
|
|
|
$
|
4,682
|
|
Allowance for doubtful accounts
|
(2,585
|
)
|
|
(1,797
|
)
|
||
Accounts receivable, net
|
$
|
4,854
|
|
|
$
|
2,885
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
10,421
|
|
|
$
|
6,906
|
|
Creator signing fees paid
|
11,719
|
|
|
8,552
|
|
||
Amortization of creator signing fees
|
(5,052
|
)
|
|
(4,314
|
)
|
||
Write-offs and other adjustments
|
(1,146
|
)
|
|
(723
|
)
|
||
Balance, end of period
|
$
|
15,942
|
|
|
$
|
10,421
|
|
Creator signing fees, net
|
$
|
6,271
|
|
|
$
|
4,235
|
|
Creator signing fees, noncurrent
|
$
|
9,671
|
|
|
$
|
6,186
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Balance, beginning of period
|
$
|
20,076
|
|
|
$
|
7,583
|
|
Acquired with Ticketfly transaction
|
—
|
|
|
8,567
|
|
||
Acquired with Ticketea transaction
|
532
|
|
|
—
|
|
||
Creator advances paid
|
17,208
|
|
|
14,701
|
|
||
Creator advances recouped
|
(10,998
|
)
|
|
(8,681
|
)
|
||
Write-offs and other adjustments
|
(2,368
|
)
|
|
(2,094
|
)
|
||
Balance, end of period
|
$
|
24,450
|
|
|
$
|
20,076
|
|
|
September 30,
|
|
December 31,
|
||||
|
2018
|
|
2017
|
||||
Building and improvements
|
$
|
33,277
|
|
|
$
|
33,277
|
|
Capitalized internal-use software development costs
|
33,751
|
|
|
27,392
|
|
||
Furniture and fixtures
|
3,660
|
|
|
3,206
|
|
||
Computers and computer equipment
|
11,654
|
|
|
9,716
|
|
||
Leasehold improvements
|
4,540
|
|
|
2,950
|
|
||
|
86,882
|
|
|
76,541
|
|
||
Less: Accumulated depreciation and amortization
|
(42,056
|
)
|
|
(34,049
|
)
|
||
Property, plant and equipment, net
|
$
|
44,826
|
|
|
$
|
42,492
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Internal-use software development costs capitalized during the period
|
1,751
|
|
|
1,545
|
|
|
6,442
|
|
|
5,143
|
|
Amortization of capitalized internal-use software
|
1,603
|
|
|
1,342
|
|
|
4,650
|
|
|
3,864
|
|
|
Build-to-Suit
Lease |
|
Operating
Leases |
|
Sublease
Income |
|
Total
|
||||||||
Remainder of 2018
|
$
|
1,373
|
|
|
$
|
599
|
|
|
$
|
(1,001
|
)
|
|
$
|
971
|
|
2019
|
5,604
|
|
|
2,558
|
|
|
(4,003
|
)
|
|
4,159
|
|
||||
2020
|
5,772
|
|
|
2,404
|
|
|
(4,003
|
)
|
|
4,173
|
|
||||
2021
|
1,943
|
|
|
1,915
|
|
|
(1,167
|
)
|
|
2,691
|
|
||||
2022
|
—
|
|
|
1,717
|
|
|
—
|
|
|
1,717
|
|
||||
Thereafter
|
—
|
|
|
5,439
|
|
|
—
|
|
|
5,439
|
|
||||
Total minimum lease payments
|
14,692
|
|
|
14,632
|
|
|
(10,174
|
)
|
|
19,150
|
|
||||
Less: Amount representing interest and taxes
|
(8,411
|
)
|
|
—
|
|
|
—
|
|
|
(8,411
|
)
|
||||
Total present value of minimum lease payments
|
$
|
6,281
|
|
|
$
|
14,632
|
|
|
$
|
(10,174
|
)
|
|
$
|
10,739
|
|
Remainder of 2018
|
$
|
6,104
|
|
2019
|
6,764
|
|
|
2020
|
3,191
|
|
|
2021
|
298
|
|
|
2022
|
19
|
|
|
Thereafter
|
—
|
|
|
|
$
|
16,376
|
|
|
September 30,
2018 |
|
December 31,
2017 |
||||
Outstanding principal balance
|
$
|
75,000
|
|
|
$
|
29,704
|
|
Less: Unamortized discount and debt issuance costs
|
(908
|
)
|
|
(3,035
|
)
|
||
Total term loan, net
|
$
|
74,092
|
|
|
$
|
26,669
|
|
2018
|
$
|
1,406
|
|
2019
|
5,625
|
|
|
2020
|
6,094
|
|
|
2021
|
7,500
|
|
|
2022
|
7,500
|
|
|
2023
|
46,875
|
|
|
Total
|
$
|
75,000
|
|
Balance as of December 31, 2017
|
$
|
7,271
|
|
Issuances
|
4,603
|
|
|
Change in fair value
|
9,591
|
|
|
Automatic conversion in connection with initial public offering
|
(21,465
|
)
|
|
Balance as of September 30, 2018
|
$
|
—
|
|
|
Outstanding
options |
|
Weighted-
average exercise price |
|
Weighted-
average remaining contractual term (years) |
|
Aggregate
intrinsic value
(thousands)
|
|
Balance as of December 31, 2017
|
18,701,267
|
|
|
$5.73
|
|
7.3
|
|
$29,728
|
Granted
|
6,781,625
|
|
|
$12.61
|
|
|
|
|
Exercised
|
(1,640,477
|
)
|
|
$4.58
|
|
|
|
$14,766
|
Cancelled
|
(1,651,557
|
)
|
|
$7.08
|
|
|
|
|
Balance as of September 30, 2018
|
22,190,858
|
|
|
$7.82
|
|
7.4
|
|
$669,022
|
Vested and exercisable as of December 31, 2017
|
10,731,138
|
|
|
$4.72
|
|
5.5
|
|
$28,112
|
Vested and expected to vest as of December 31, 2017
|
17,781,271
|
|
|
$5.65
|
|
6.8
|
|
$29,978
|
Vested and exercisable as of September 30, 2018
|
11,584,476
|
|
|
$5.48
|
|
5.7
|
|
$376,400
|
Vested and expected to vest as of September 30, 2018
|
20,914,912
|
|
|
$7.64
|
|
7.3
|
|
$634,265
|
|
Outstanding RSUs
|
|
Weighted-average grant date fair value per share
|
|||
Balance at December 31, 2017
|
802,900
|
|
|
$
|
8.65
|
|
Vested
|
(802,900
|
)
|
|
|
||
Awarded
|
230,000
|
|
|
$
|
11.78
|
|
Balance at September 30, 2018
|
230,000
|
|
|
$
|
11.78
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(35,516
|
)
|
|
$
|
(11,857
|
)
|
|
$
|
(51,096
|
)
|
|
$
|
(20,203
|
)
|
Weighted-average shares used in computing net loss per share, basic and diluted
|
28,736
|
|
|
19,523
|
|
|
23,799
|
|
|
19,150
|
|
||||
Net loss per share, basic and diluted
|
$
|
(1.24
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
(2.15
|
)
|
|
$
|
(1.05
|
)
|
|
September 30,
|
||||
|
2018
|
|
2017
|
||
Redeemable convertible preferred stock
(on an if-converted basis) |
—
|
|
|
41,628
|
|
Stock-options to purchase common stock
|
22,191
|
|
|
14,575
|
|
Redeemable convertible preferred stock warrants
|
—
|
|
|
618
|
|
Restricted stock units
|
230
|
|
|
803
|
|
Early exercised options
|
67
|
|
|
115
|
|
Total
|
22,488
|
|
|
57,739
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
United States
|
$
|
53,726
|
|
|
$
|
34,744
|
|
|
$
|
156,776
|
|
|
$
|
96,036
|
|
International
|
19,902
|
|
|
16,005
|
|
|
58,920
|
|
|
42,866
|
|
||||
Total net revenue
|
$
|
73,628
|
|
|
$
|
50,749
|
|
|
$
|
215,696
|
|
|
$
|
138,902
|
|
|
Three Months Ended
September 30, |
|
Nine Months
Ended September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Paid Tickets
|
23,896
|
|
|
18,074
|
|
|
70,593
|
|
|
48,348
|
|
|
Year Ended
December 31, |
||||
|
2017
|
|
2016
|
||
Retention Rate
|
97
|
%
|
|
93
|
%
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net loss
|
$
|
(35,516
|
)
|
|
$
|
(11,857
|
)
|
|
$
|
(51,096
|
)
|
|
$
|
(20,203
|
)
|
Add:
|
|
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
8,830
|
|
|
5,090
|
|
|
25,612
|
|
|
11,051
|
|
||||
Stock-based compensation
|
15,049
|
|
|
1,946
|
|
|
23,157
|
|
|
5,707
|
|
||||
Interest expense
|
3,300
|
|
|
1,674
|
|
|
9,399
|
|
|
3,632
|
|
||||
Change in fair value of redeemable convertible preferred stock warrant liability
|
3,520
|
|
|
1,404
|
|
|
9,591
|
|
|
1,404
|
|
||||
Loss on debt extinguishment
|
17,173
|
|
|
—
|
|
|
178
|
|
|
—
|
|
||||
Direct and indirect acquisition related costs
(1)
|
389
|
|
|
4,406
|
|
|
1,834
|
|
|
6,731
|
|
||||
Other income (expense), net
|
(1,414
|
)
|
|
(1,606
|
)
|
|
1,880
|
|
|
(3,510
|
)
|
||||
Income tax provision (benefit)
|
(117
|
)
|
|
(40
|
)
|
|
683
|
|
|
(95
|
)
|
||||
Adjusted EBITDA
|
$
|
11,214
|
|
|
$
|
1,017
|
|
|
$
|
21,238
|
|
|
$
|
4,717
|
|
|
Twelve Months Ended
September 30, |
||||||
|
2018
|
|
2017
|
||||
|
(in thousands)
|
||||||
Net cash provided by operating activities
|
$
|
6,148
|
|
|
$
|
42,794
|
|
Purchases of property and equipment and capitalized internal-use software development costs
|
(12,369
|
)
|
|
(8,414
|
)
|
||
Free cash flow
|
$
|
(6,221
|
)
|
|
$
|
34,380
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
|
(in thousands)
|
||||||||||||||
Consolidated Statements of Operations
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
73,628
|
|
|
$
|
50,749
|
|
|
$
|
215,696
|
|
|
$
|
138,902
|
|
Cost of net revenue
|
31,477
|
|
|
20,993
|
|
|
89,424
|
|
|
56,295
|
|
||||
Gross profit
|
42,151
|
|
|
29,756
|
|
|
126,272
|
|
|
82,607
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Product development
|
12,856
|
|
|
9,351
|
|
|
32,671
|
|
|
20,832
|
|
||||
Sales, marketing and support
|
17,428
|
|
|
14,351
|
|
|
53,051
|
|
|
37,522
|
|
||||
General and administrative
|
24,921
|
|
|
16,479
|
|
|
69,915
|
|
|
43,025
|
|
||||
Total operating expenses
|
55,205
|
|
|
40,181
|
|
|
155,637
|
|
|
101,379
|
|
||||
Loss from operations
|
(13,054
|
)
|
|
(10,425
|
)
|
|
(29,365
|
)
|
|
(18,772
|
)
|
||||
Interest expense
|
(3,300
|
)
|
|
(1,674
|
)
|
|
(9,399
|
)
|
|
(3,632
|
)
|
||||
Change in fair value of redeemable convertible preferred stock warrant liability
|
(3,520
|
)
|
|
(1,404
|
)
|
|
(9,591
|
)
|
|
(1,404
|
)
|
||||
Loss on debt extinguishment
|
(17,173
|
)
|
|
—
|
|
|
(178
|
)
|
|
—
|
|
||||
Other income (expense), net
|
1,414
|
|
|
1,606
|
|
|
(1,880
|
)
|
|
3,510
|
|
||||
Loss before provision for (benefit from) income taxes
|
(35,633
|
)
|
|
(11,897
|
)
|
|
(50,413
|
)
|
|
(20,298
|
)
|
||||
Income tax provision (benefit)
|
(117
|
)
|
|
(40
|
)
|
|
683
|
|
|
(95
|
)
|
||||
Net loss
|
$
|
(35,516
|
)
|
|
$
|
(11,857
|
)
|
|
$
|
(51,096
|
)
|
|
$
|
(20,203
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Consolidated Statements of Operations, as a percentage of net revenue
|
|
|
|
|
|
|
|
||||
Net revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Cost of net revenue
|
42.8
|
%
|
|
41.4
|
%
|
|
41.5
|
%
|
|
40.5
|
%
|
Gross profit
|
57.2
|
%
|
|
58.6
|
%
|
|
58.5
|
%
|
|
59.5
|
%
|
Operating expenses:
|
|
|
|
|
|
|
|
||||
Product development
|
17.5
|
%
|
|
18.4
|
%
|
|
15.1
|
%
|
|
15.0
|
%
|
Sales, marketing and support
|
23.7
|
%
|
|
28.3
|
%
|
|
24.6
|
%
|
|
27.0
|
%
|
General and administrative
|
33.8
|
%
|
|
32.5
|
%
|
|
32.4
|
%
|
|
31.0
|
%
|
Total operating expenses
|
75.0
|
%
|
|
79.2
|
%
|
|
72.2
|
%
|
|
73.0
|
%
|
Loss from operations
|
(17.7
|
)%
|
|
(20.5
|
)%
|
|
(13.6
|
)%
|
|
(13.5
|
)%
|
Interest expense
|
(4.5
|
)%
|
|
(3.3
|
)%
|
|
(4.4
|
)%
|
|
(2.6
|
)%
|
Change in fair value of redeemable convertible preferred stock warrant liability
|
(4.8
|
)%
|
|
(2.8
|
)%
|
|
(4.4
|
)%
|
|
(1.0
|
)%
|
Loss on debt extinguishment
|
(23.3
|
)%
|
|
—
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
Other income (expense), net
|
1.9
|
%
|
|
3.2
|
%
|
|
(0.9
|
)%
|
|
2.5
|
%
|
Loss before provision for (benefit from) income taxes
|
(48.4
|
)%
|
|
(23.4
|
)%
|
|
(23.4
|
)%
|
|
(14.6
|
)%
|
Income tax provision (benefit)
|
(0.2
|
)%
|
|
(0.1
|
)%
|
|
0.3
|
%
|
|
(0.1
|
)%
|
Net loss
|
(48.2
|
)%
|
|
(23.3
|
)%
|
|
(23.7
|
)%
|
|
(14.5
|
)%
|
|
Three Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Cost of net revenue
|
$
|
31,477
|
|
|
$
|
20,993
|
|
|
$
|
10,484
|
|
|
49.9
|
%
|
Percentage of total net revenue
|
42.8
|
%
|
|
41.4
|
%
|
|
|
|
|
|||||
Gross margin
|
57.2
|
%
|
|
58.6
|
%
|
|
|
|
|
|
Three Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Interest expense
|
$
|
(3,300
|
)
|
|
$
|
(1,674
|
)
|
|
$
|
(1,626
|
)
|
|
97.1
|
%
|
Percentage of total net revenue
|
(4.5
|
)%
|
|
(3.3
|
)%
|
|
|
|
|
*
|
Not meaningful
|
|
Three Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Other income (expense), net
|
$
|
1,414
|
|
|
$
|
1,606
|
|
|
$
|
(192
|
)
|
|
(12.0
|
)%
|
Percentage of total net revenue
|
1.9
|
%
|
|
3.2
|
%
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Cost of net revenue
|
$
|
89,424
|
|
|
$
|
56,295
|
|
|
$
|
33,129
|
|
|
58.8
|
%
|
Percentage of net revenue
|
41.5
|
%
|
|
40.5
|
%
|
|
|
|
|
|||||
Gross margin
|
58.5
|
%
|
|
59.5
|
%
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Interest expense
|
$
|
(9,399
|
)
|
|
$
|
(3,632
|
)
|
|
$
|
(5,767
|
)
|
|
158.8
|
%
|
Percentage of total net revenue
|
(4.4
|
)%
|
|
(2.6
|
)%
|
|
|
|
|
*
|
Not meaningful
|
*
|
Not meaningful
|
|
Nine Months Ended
September 30, |
|
Change
|
|||||||||||
|
2018
|
|
2017
|
|
$
|
|
%
|
|||||||
|
(in thousands, except percentages)
|
|||||||||||||
Other income (expense), net
|
$
|
(1,880
|
)
|
|
$
|
3,510
|
|
|
$
|
(5,390
|
)
|
|
(153.6
|
)%
|
Percentage of total net revenue
|
(0.9
|
)%
|
|
2.5
|
%
|
|
|
|
|
*
|
Not meaningful
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
||||||||
Net cash provided by (used in):
|
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
$
|
23,786
|
|
|
$
|
42,192
|
|
|
$
|
72,624
|
|
|
$
|
96,294
|
|
|
Investing activities
|
(5,395
|
)
|
|
(129,932
|
)
|
|
1,593
|
|
|
(138,492
|
)
|
|
||||
Financing activities
|
231,633
|
|
|
158,379
|
|
|
244,855
|
|
|
158,233
|
|
|
||||
Net increase (decrease) in cash and restricted cash
|
$
|
250,024
|
|
|
$
|
70,639
|
|
|
$
|
319,072
|
|
|
$
|
116,035
|
|
|
|
Payments due by Period
|
||||||||||||||
|
Total
|
|
Less than
1 year |
|
Between
1-3 years |
|
Between
3-5 years |
||||||||
Term loan
|
$
|
75,000
|
|
|
$
|
5,625
|
|
|
$
|
13,125
|
|
|
$
|
56,250
|
|
Future creator signing fees and creator advances
|
16,376
|
|
|
11,177
|
|
|
5,106
|
|
|
93
|
|
||||
Build-to-suit lease obligation
|
14,692
|
|
|
5,563
|
|
|
9,129
|
|
|
—
|
|
||||
Operating leases
|
10,395
|
|
|
2,527
|
|
|
4,520
|
|
|
3,348
|
|
||||
Sublease income
|
(10,174
|
)
|
|
(4,003
|
)
|
|
(4,003
|
)
|
|
(2,168
|
)
|
||||
Purchase commitments
|
8,750
|
|
|
3,875
|
|
|
4,875
|
|
|
—
|
|
||||
Total
|
$
|
115,039
|
|
|
$
|
24,764
|
|
|
$
|
32,752
|
|
|
$
|
57,523
|
|
|
•
|
|
our ability to maintain and continually enhance our platform and provide services that are valuable and helpful to creators, including helping them to attract and retain attendees;
|
|
•
|
|
competitive factors, including the actions of new and existing competitors in our industry, such as competitors buying exclusive ticketing rights or entering into or expanding within the market in which we operate;
|
|
•
|
|
our ability to convince creators to migrate to our platform from their current practices, which include online ticketing platforms, venue box offices and do-it-yourself spreadsheets and forms;
|
|
•
|
|
changes in our relationships with third parties, including our partners, developers and payment processors, that make our platform less effective for creators;
|
|
•
|
|
the quality and availability of key payment and payout methods;
|
|
•
|
|
our ability to manage fraud risk that negatively impacts creators; and
|
|
•
|
|
our ability to adapt to changes in market practices or economic incentives for creators, including larger or more frequent signing fees.
|
|
•
|
|
currency exchange restrictions or costs and exchange rate fluctuations and the risks and costs inherent in hedging such exposures;
|
|
•
|
|
new and modified laws and regulations regarding data privacy, data protection and information security;
|
|
•
|
|
exposure to local economic or political instability, threatened or actual acts of terrorism and violence and changes in the rights of individuals to assemble;
|
|
•
|
|
compliance with U.S. and non-U.S. regulations, laws and requirements relating to anti-corruption, antitrust or competition, economic sanctions, data content and privacy, consumer protection, employment and labor laws, health and safety and advertising and promotions;
|
|
•
|
|
compliance with additional U.S. laws applicable to U.S. companies operating internationally and interpretations of U.S. and international tax laws;
|
|
•
|
|
weaker enforcement of our contractual and intellectual property rights;
|
|
•
|
|
preferences by local populations for local providers;
|
|
•
|
|
laws and business practices that favor local competitors or prohibit or limit foreign ownership of certain businesses; and
|
|
•
|
|
slower adoption of the Internet as a ticketing, advertising and commerce medium, which could limit our ability to migrate international operations to our existing systems.
|
|
•
|
|
use of cash resources and incurrence of debt and contingent liabilities in funding acquisitions may limit other potential uses of our cash, including for retirement of outstanding indebtedness, stock repurchases and dividend payments;
|
|
•
|
|
difficulties and expenses in assimilating the operations, products, data, technology, privacy, data protection systems and information security systems, information systems or personnel of the acquired company;
|
|
•
|
|
failure of the acquired company to achieve anticipated benefits, revenue, earnings or cash flows or our failure to retain key employees from an acquired company;
|
|
•
|
|
the assumption of known and unknown risks, debt and liabilities of the acquired company, deficiencies in systems or internal controls, impairment of goodwill or other intangible assets and costs associated with litigation or other claims arising in connection with the acquired company;
|
|
•
|
|
failure to properly and timely integrate acquired companies and their operations, reducing our ability to achieve, among other things, anticipated returns on our acquisitions through cost savings and other synergies;
|
|
•
|
|
adverse market reaction to acquisitions;
|
|
•
|
|
failure to consummate such transactions; and
|
|
•
|
|
other expected and unexpected risks with pursuing acquisitions, including litigation or regulatory exposure, unfavorable accounting treatment, increases in taxes due, a loss of anticipated tax benefits, costs or delays to obtain governmental approvals, diversion of management’s attention or other resources from our existing business and other adverse effects on our business, results of operations or financial condition.
|
|
•
|
|
creator acquisition and retention;
|
|
•
|
|
new solution introductions and expansions, or challenges with introduction;
|
|
•
|
|
acquisition of companies and the success, or lack thereof, of migration of such companies’ creators;
|
|
•
|
|
changes in pricing or packages;
|
|
•
|
|
the development and introduction of new products or services by us or our competitors;
|
|
•
|
|
increases in operating expenses that we may incur to grow and expand our operations and to remain competitive;
|
|
•
|
|
system failures or breaches of security or privacy;
|
|
•
|
|
changes in stock-based compensation expenses;
|
|
•
|
|
adverse litigation judgments, settlements or other litigation-related costs;
|
|
•
|
|
changes in the legislative or regulatory environment, including with respect to privacy or data protection, or enforcement by government regulators, including fines, orders or consent decrees;
|
|
•
|
|
fluctuations in currency exchange rates and changes in the proportion of our revenue and expenses denominated in foreign currencies;
|
|
•
|
|
fluctuations in the market values of our portfolio investments and interest rates;
|
|
•
|
|
changes in our effective tax rate;
|
|
•
|
|
announcements by competitors or other third parties of significant new products or acquisitions or entrance into certain markets; our ability to make accurate accounting estimates and appropriately recognize revenue for our solutions for which there are no relevant comparable products;
|
|
•
|
|
changes in accounting standards, policies, guidance, interpretations, or principles; and
|
|
•
|
|
changes in business or macroeconomic conditions.
|
|
•
|
|
employees inadvertently sending financial information of one creator, attendee or employee to another creator, attendee or employee;
|
|
•
|
|
creators’ failure to properly password protect their leased ticket scanning and site operations devices leaving the data available to anyone using the device;
|
|
•
|
|
a device stolen from an event and data access, alteration or acquisition occurring prior to our remote wiping of the data;
|
|
•
|
|
an employee losing their computer or mobile device or otherwise, allowing for access to our email and/or administrative access, including access to guest lists to events;
|
|
•
|
|
external breaches leading to the circulation of “dark web” lists of user name and password combinations openly vulnerable to attack without immediate detection;
|
|
•
|
|
a hack of one of our databases;
|
|
•
|
|
account takeovers;
|
|
•
|
|
a hack of a third-party service provider or partner’s database; and
|
|
•
|
|
unauthorized access to our offices or other properties.
|
|
•
|
|
our inability to provide any assurance that these third-party applications and products meet the same quality and security standards that we apply to our own development efforts, and to the extent that they contain bugs or defects, they may create disruptions in the use of our platform by creators or negatively affect our brand;
|
|
•
|
|
our lack of support for software applications developed by our partner platform, which could cause creators and attendees to be left without support and consequently could cease using our services if these developers do not provide adequate support for their applications;
|
|
•
|
|
our inability to assure that our partners will be able to successfully integrate with our products or that our partners will continue to do so;
|
|
•
|
|
our inability to confirm if our partners comply with all applicable laws and regulations; and
|
|
•
|
|
the risk that these partners and developers may not possess the appropriate intellectual property rights to develop and share their applications.
|
|
•
|
|
our ability to provide an easy solution for attendees to buy tickets or register for an event;
|
|
•
|
|
outages or delays in our platform and other services, including delays in getting into events;
|
|
•
|
|
compatibility with other third-party services, such as Facebook and Spotify, and our ability to connect with other applications through our API;
|
|
•
|
|
fraudulent or unsuccessful events that may result in a bad experience for attendees;
|
|
•
|
|
breaches and other security incidents that could compromise the data of attendees; and
|
|
•
|
|
quality of our customer service and our ability to respond to complaints and other issues in a timely and effective manner.
|
|
•
|
|
require costly litigation to resolve and the payment of substantial damages;
|
|
•
|
|
require significant management time;
|
|
•
|
|
cause us to enter into unfavorable royalty or license agreements;
|
|
•
|
|
require us to discontinue the sale of products and solutions through our platform;
|
|
•
|
|
require us to indemnify creators or third-party service providers or partners; and/or
|
|
•
|
|
require us to expend additional development resources to redesign our platform.
|
|
•
|
|
develop and enhance our platform and solutions;
|
|
•
|
|
continue to expand our technology development, sales and marketing organizations;
|
|
•
|
|
hire, train and retain employees;
|
|
•
|
|
respond to competitive pressures or unanticipated working capital requirements; or
|
|
•
|
|
pursue acquisition opportunities.
|
|
•
|
|
overall performance of the equity markets and/or publicly-listed technology companies;
|
|
•
|
|
actual or anticipated fluctuations in our net revenue or other operating metrics;
|
|
•
|
|
changes in the financial projections we provide to the public or our failure to meet these projections;
|
|
•
|
|
failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company or our failure to meet the estimates or the expectations of investors;
|
|
•
|
|
the economy as a whole and market conditions in our industry;
|
|
•
|
|
rumors and market speculation involving us or other companies in our industry;
|
|
•
|
|
announcements by us or our competitors of significant innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
•
|
|
new laws or regulations or new interpretations of existing laws or regulations applicable to our business;
|
|
•
|
|
lawsuits threatened or filed against us;
|
|
•
|
|
recruitment or departure of key personnel;
|
|
•
|
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events; and
|
|
•
|
|
the expiration of contractual lock-up or market standoff agreements.
|
|
•
|
|
not being required to have our independent registered public accounting firm audit our internal control over financial reporting under Section 404 of the Sarbanes Oxley Act;
|
|
•
|
|
reduced disclosure obligations regarding executive compensation in our periodic reports and annual report on Form 10-K; and
|
|
•
|
|
exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.
|
|
•
|
|
the last day of the fiscal year in which we have more than $1.07 billion in annual revenue;
|
|
•
|
|
the date we qualify as a “large accelerated filer,” with at least $700 million of equity securities held by non-affiliates;
|
|
•
|
|
the date on which we have issued, in any three-year period, more than $1.0 billion in non-convertible debt securities; or
|
|
•
|
|
the last day of the fiscal year ending after the fifth anniversary of the completion of our initial public offering.
|
|
•
|
|
provide that our board of directors will be classified into three classes of directors with staggered three-year terms;
|
|
•
|
|
permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;
|
|
•
|
|
require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and amended and restated bylaws;
|
|
•
|
|
authorize the issuance of “blank check” preferred stock that our board of directors could use to implement a stockholder rights plan;
|
|
•
|
|
provide that only the Chairperson of our board of directors, our Chief Executive Officer, or a majority of our board of directors will be authorized to call a special meeting of stockholders;
|
|
•
|
|
provide for a dual class common stock structure in which holders of our Class B common stock have the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the outstanding shares of our Class A and Class B common stock, including the election of directors and significant corporate transactions, such as a merger or other sale of our company or its assets;
|
|
•
|
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
|
•
|
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
|
•
|
|
advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
|
•
|
|
any derivative action or proceeding brought on our behalf;
|
|
•
|
|
any action asserting a breach of fiduciary duty;
|
|
•
|
|
any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation, or our amended and restated bylaws; or
|
|
•
|
|
any action asserting a claim against us that is governed by the internal affairs doctrine.
|
Exhibit
Number
|
|
Description of Exhibits
|
|
Incorporated by
Reference from
Form
|
|
Incorporated by Reference from
Exhibit Number
|
|
Date Filed
|
|
|
S-1/A
|
|
3.2
|
|
August 28, 2018
|
||
|
|
S-1/A
|
|
3.4
|
|
August 28, 2018
|
||
|
|
S-1/A
|
|
4.1
|
|
September 7, 2018
|
||
|
|
8-K
|
|
10.1
|
|
October 1, 2018
|
||
|
|
Filed herewith
|
|
|
|
|
||
|
|
Filed herewith
|
|
|
|
|
||
|
|
Furnished herewith
|
|
|
|
|
||
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
Eventbrite, Inc.
|
|
|
|
|
|
|
|
By:
|
/s/ Julia Hartz
|
November 14, 2018
|
|
|
Julia Hartz
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
By:
|
/s/ Randy Befumo
|
November 14, 2018
|
|
|
Randy Befumo
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
1 Year Eventbrite Chart |
1 Month Eventbrite Chart |
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