[Special Note Regarding Forward-Looking Statements](index=3&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section cautions readers about forward-looking statements, which involve risks and uncertainties that may cause actual results to differ materially - This report contains forward-looking statements related to future financial or operational results, convertible notes, growth strategies, liquidity, and litigation defense, which involve substantial risks and uncertainties[10](index=10&type=chunk) - Readers are cautioned not to rely on forward-looking statements as predictions of future events, as actual outcomes may differ materially due to known and unknown risks, including those detailed in the 'Risk Factors' section[11](index=11&type=chunk) [Part I. Financial Information](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents Eventbrite's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section presents Eventbrite, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, stockholders' equity, and cash flows, along with detailed notes [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This table provides a snapshot of Eventbrite's financial position, detailing assets, liabilities, and equity at specific dates | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------------- | :----------------------------- | :------------------------------- | | Cash and cash equivalents | $490,504 | $416,531 | | Total current assets | $590,223 | $552,496 | | Total assets | $784,065 | $752,301 | | Total current liabilities | $390,279 | $366,373 | | Total liabilities | $606,868 | $582,072 | | Total stockholders' equity | $177,197 | $170,229 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This table outlines Eventbrite's financial performance over specific periods, including net revenue, gross profit, and net income or loss | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net revenue | $72,758 | $84,551 | $146,591 | $170,803 | | Gross profit | $49,107 | $59,940 | $98,534 | $121,160 | | Loss from operations | $(6,340) | $(6,454) | $(16,064) | $(14,024) | | Net income (loss) | $(2,107) | $1,063 | $(8,718) | $(3,427) | | Net income (loss) per share | $(0.02) | $0.01 | $(0.09) | $(0.04) | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) This section details changes in Eventbrite's equity accounts, reflecting contributions, distributions, and comprehensive income over time | Metric | Balance at Dec 31, 2024 (in thousands) | Balance at Jun 30, 2025 (in thousands) | | :-------------------------- | :----------------------------------- | :----------------------------------- | | Additional Paid-In Capital | $1,051,392 | $1,067,205 | | Accumulated Deficit | $(831,005) | $(839,723) | | Total Stockholders' Equity | $170,229 | $177,197 | - Total stockholders' equity increased from **$170,229 thousand** at December 31, 2024, to **$177,197 thousand** at June 30, 2025, primarily due to stock-based compensation and issuance of common stock, offset by net loss[19](index=19&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This table summarizes Eventbrite's cash inflows and outflows from operating, investing, and financing activities over specific periods | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $41,896 | $36,274 | | Net cash provided by investing activities | $23,144 | $94,596 | | Net cash used in financing activities | $(2,273) | $(41,830) | | Effect of exchange rate changes | $11,206 | $(2,741) | | Net increase in cash, cash equivalents and restricted cash | $73,973 | $86,299 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and additional information supporting the unaudited condensed consolidated financial statements [Note 1. Overview and Basis of Presentation](index=10&type=section&id=Note%201.%20Overview%20and%20Basis%20of%20Presentation) Eventbrite operates a two-sided marketplace connecting event creators and consumers, with financial statements prepared under U.S. GAAP - Eventbrite operates a two-sided marketplace connecting millions of creators and consumers for live experiences, offering self-service ticketing and marketing tools[28](index=28&type=chunk) - The company revised previously issued condensed consolidated statements of cash flows for a foreign currency exchange error, which was deemed not significant to prior periods[33](index=33&type=chunk) - Eventbrite operates as a single operating segment, with the CEO reviewing consolidated financial information for resource allocation and performance evaluation[38](index=38&type=chunk) [Note 2. Revenue Recognition](index=11&type=section&id=Note%202.%20Revenue%20Recognition) Revenue is primarily derived from ticketing and payment processing fees, recognized when control of services is transferred to creators - Revenue is primarily generated from ticketing and payment processing fees, with additional revenue from advertising and marketplace services[40](index=40&type=chunk) - For EPP, Eventbrite is the principal and records revenue gross; for FPP, it records revenue net. Revenue is presented net of indirect taxes, refunds, chargebacks, and creator royalties[43](index=43&type=chunk)[44](index=44&type=chunk) - The Flex organizer plan was discontinued in September 2024, returning to a free event publishing model, while the Pro subscription plan for enhanced marketing capabilities continues[47](index=47&type=chunk) [Note 3. Cash, Cash Equivalents and Restricted Cash](index=12&type=section&id=Note%203.%20Cash,%20Cash%20Equivalents%20and%20Restricted%20Cash) This note details the composition of cash, cash equivalents, and restricted cash, including amounts held for creators and risk mitigation | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | June 30, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------- | :--------------------------- | | Cash and cash equivalents | $490,504 | $416,531 | $575,499 | | Restricted cash | $48,000 | $48,000 | $— | | Total cash, cash equivalents and restricted cash | $538,504 | $464,531 | $575,499 | - Restricted cash of **$48.0 million** was established in 2024 to manage and mitigate potential risks related to refunds and chargebacks[50](index=50&type=chunk) [Note 4. Short-term Investments](index=12&type=section&id=Note%204.%20Short-term%20Investments) The company previously invested in short-term U.S. Treasury bills but held no short-term investments as of June 30, 2025 - As of June 30, 2025, Eventbrite does not hold any short-term investments, having previously invested in U.S. Treasury bills[51](index=51&type=chunk) [Note 5. Funds Receivable](index=13&type=section&id=Note%205.%20Funds%20Receivable) Funds receivable represents cash-in-transit from third-party payment processors, typically received within approximately five business days from the transaction date | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :--------------- | :-------------------------- | :------------------------------ | | Funds receivable | $22.7 | $34.2 | [Note 6. Accounts Receivable, Net](index=13&type=section&id=Note%206.%20Accounts%20Receivable,%20Net) Accounts receivable, net, comprises invoiced amounts to customers using third-party payment processors or advertising services, presented net of an allowance for credit losses | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :-------------------------- | :----------------------------- | :------------------------------- | | Accounts receivable, customers | $1,715 | $3,111 | | Allowance for credit losses | $(999) | $(924) | | Accounts receivable, net | $716 | $2,187 | [Note 7. Creator Signing Fees, Net](index=13&type=section&id=Note%207.%20Creator%20Signing%20Fees,%20Net) Creator signing fees are incentives paid to secure exclusive ticketing and payment processing rights, amortized on a straight-line basis over a weighted-average remaining contract life of 3.3 years as of June 30, 2025 | Metric | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Balance, beginning of period | $7,760 | $7,529 | | Creator signing fees paid | $283 | $1,966 | | Amortization of creator signing fees | $(534) | $(1,006) | | Write-offs and other adjustments | $(1,000) | $(1,980) | | Balance, end of period | $6,509 | $6,509 | - Creator signing fees, net, decreased from **$3,954 thousand** at December 31, 2024, to **$2,452 thousand** at June 30, 2025 (current portion), and from **$3,575 thousand** to **$4,057 thousand** (noncurrent portion)[57](index=57&type=chunk) [Note 8. Creator Advances, Net](index=14&type=section&id=Note%208.%20Creator%20Advances,%20Net) Creator advances are funds provided to creators in advance of events, which are subsequently recouped by withholding amounts from ticket sales. These advances are presented net of reserves | Metric | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Balance, beginning of period | $5,728 | $3,380 | | Creator advances paid | $1,806 | $4,651 | | Creator advances recouped | $(757) | $(1,221) | | Balance, end of period | $6,810 | $6,810 | [Note 9. Accounts Payable, Creators](index=14&type=section&id=Note%209.%20Accounts%20Payable,%20Creators) Accounts payable, creators, represents unremitted ticket sale proceeds, net of company service fees and taxes, generally remitted within five business days post-event. Advance payouts to qualified creators prior to events totaled $126.6 million as of June 30, 2025 | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------- | :-------------------------- | :------------------------------ | | Advance payouts outstanding | $126.6 | $101.2 | [Note 10. Chargebacks and Refunds Reserve](index=14&type=section&id=Note%2010.%20Chargebacks%20and%20Refunds%20Reserve) The company records estimates for refunds and chargebacks of its fees as contra-revenue, and reserves for estimated advance payout losses as an operating expense. The total chargebacks and refunds reserve was $10.6 million as of June 30, 2025, including $4.7 million for advance payout losses | Metric | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :-------------------------------- | :-------------------------- | :------------------------------ | | Chargebacks and refunds reserve | $10.6 | $10.3 | | Estimated advance payout losses | $4.7 | $5.2 | [Note 11. Property and Equipment, Net](index=15&type=section&id=Note%2011.%20Property%20and%20Equipment,%20Net) Property and equipment, net, includes capitalized internal-use software development costs, furniture, computers, and leasehold improvements, less accumulated depreciation and amortization. The net value decreased to $10.4 million as of June 30, 2025, from $12.6 million at December 31, 2024 | Metric | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :------------------------------------------ | :----------------------------- | :------------------------------- | | Capitalized internal-use software development costs | $72,162 | $70,210 | | Property and equipment, net | $10,356 | $12,640 | | Expense | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :------------------------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Depreciation expense | $138 | $274 | | Amortization of capitalized internal-use software development costs | $2,212 | $4,233 | [Note 12. Leases](index=15&type=section&id=Note%2012.%20Leases) The company holds operating leases primarily for office space, recognizing right-of-use assets and liabilities based on the present value of lease payments. Sublease income reduces total operating lease costs. As of June 30, 2025, the weighted-average remaining lease term was 0.8 years | Metric | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Operating lease costs | $163 | $318 | | Sublease income | $(21) | $(63) | | Total operating lease costs, net | $142 | $255 | | Maturity Period | Operating Leases (in thousands) | | :---------------------- | :------------------------------ | | The remainder of 2025 | $1,123 | | 2026 | $400 | | Total operating lease liabilities | $1,503 | [Note 13. Goodwill and Acquired Intangible Assets, Net](index=16&type=section&id=Note%2013.%20Goodwill%20and%20Acquired%20Intangible%20Assets,%20Net) This note details the carrying amounts of goodwill and acquired intangible assets, primarily customer relationships, and their amortization - The carrying amount of goodwill remained **$174.4 million** as of June 30, 2025, with no impairment recorded during the period[68](index=68&type=chunk) | Acquired Intangible Asset | June 30, 2025 Net Book Value (in thousands) | December 31, 2024 Net Book Value (in thousands) | | :------------------------ | :------------------------------------------ | :---------------------------------------------- | | Developed technology | $— | $— | | Customer relationships | $1,264 | $5,014 | | Tradenames | $— | $— | | Total acquired intangible assets, net | $1,264 | $5,014 | | Amortization Expense | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :-------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cost of net revenue | $— | $— | | Sales, marketing and support | $1,885 | $3,750 | | Total amortization | $1,885 | $3,750 | [Note 14. Fair Value Measurement](index=16&type=section&id=Note%2014.%20Fair%20Value%20Measurement) The company measures financial assets and liabilities at fair value using a hierarchy of observable and unobservable inputs - The company uses a fair value hierarchy (Level 1, 2, 3) to measure financial assets and liabilities, maximizing observable inputs[70](index=70&type=chunk) - Most financial assets and liabilities approximate their fair value and are classified as Level 1, except for the 2026 and 2025 Convertible Notes, which are Level 2 instruments[72](index=72&type=chunk) [Note 15. Long-Term Debt](index=17&type=section&id=Note%2015.%20Long-Term%20Debt) Long-term debt consists of 2026 and 2025 Convertible Notes, with details on repurchases and interest expense | Debt Instrument | June 30, 2025 (in thousands) | December 31, 2024 (in thousands) | | :---------------- | :----------------------------- | :------------------------------- | | 2026 Notes | $211,455 | $210,938 | | 2025 Notes | $29,895 | $29,781 | | Total long-term debt | $241,350 | $240,719 | | Interest Expense Type | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :-------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cash interest expense | $774 | $1,544 | | Amortization of debt issuance costs | $320 | $631 | | Total interest expense | $1,094 | $2,175 | - The company repurchased **$120 million** aggregate principal amount of 2025 Notes in August 2024 for **$120.5 million** cash, resulting in a **$0.3 million** loss on extinguishment[77](index=77&type=chunk)[78](index=78&type=chunk) [Note 16. Commitments and Contingencies](index=18&type=section&id=Note%2016.%20Commitments%20and%20Contingencies) Principal commitments include Convertible Notes, operating leases, purchase commitments, and details on contract litigation and tax reserves - The company entered into purchase commitments totaling approximately **$7.7 million** over the next three years, primarily for business technology software[81](index=81&type=chunk) - In contract litigation in Brazil, a judge ruled against the company, awarding **BRL3.8 million** for breach of contract, **BRL0.5 million** for moral damages, and lost profits. The company plans to appeal[86](index=86&type=chunk) | Contingency | June 30, 2025 (in millions) | December 31, 2024 (in millions) | | :------------------------ | :-------------------------- | :------------------------------ | | Contract litigation accrual | $0.5 | N/A | | Indirect tax reserves | $0.4 | $0.5 | [Note 17. Stockholders' Equity](index=19&type=section&id=Note%2017.%20Stockholders'%20Equity) This note details changes in stockholders' equity, including share repurchase programs, stock option activity, and stock award activity - A share repurchase program authorized up to **$100.0 million** of Class A common stock, with approximately **$50.0 million** remaining available as of June 30, 2025. No shares were repurchased in the first six months of 2025[91](index=91&type=chunk) | Stock Option Activity | June 30, 2025 | | :-------------------- | :------------ | | Outstanding options | 9,685,584 | | Weighted average exercise price | $12.11 | | Weighted average remaining contractual term (years) | 3.1 | | Vested and exercisable | 9,380,124 | | Stock Award Activity | June 30, 2025 | | :------------------- | :------------ | | Outstanding RSUs, RSAs and PSUs | 16,777,330 | | Weighted-average grant date fair value per share | $3.96 | | Weighted average remaining contractual term (years) | 1.4 | | Total unrecognized stock-based compensation expense | $39.7 million | | Expense Category | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :------------------------ | :-------------------------------------------- | :-------------------------------------------- | | Cost of net revenue | $82 | $167 | | Product development | $3,121 | $7,439 | | Sales, marketing and support | $1,013 | $2,742 | | General and administrative | $3,326 | $7,355 | | Total stock-based compensation expense | $7,542 | $17,703 | [Note 18. Net Income (Loss) Per Share](index=21&type=section&id=Note%2018.%20Net%20Income%20(Loss)%20Per%20Share) Basic and diluted net income (loss) per share calculations are provided. Potentially dilutive securities, including shares related to Convertible Notes, stock options, RSUs, and ESPP, were excluded from diluted EPS computation due to their anti-dilutive effect | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :------------------------------------------------- | :------------------------------- | :----------------------------- | | Net income (loss) | $(2,107) | $(8,718) | | Weighted-average shares used in computing EPS, basic | 96,114 | 95,442 | | Weighted-average shares used in computing EPS, diluted | 96,114 | 95,442 | | Net income (loss) per share, basic and diluted | $(0.02) | $(0.09) | | Potentially Dilutive Securities | June 30, 2025 (in thousands) | June 30, 2024 (in thousands) | | :------------------------------ | :--------------------------- | :--------------------------- | | Shares related to 2025 and 2026 Notes | 10,011 | 19,538 | | Stock options | 9,686 | 11,639 | | Restricted stock units | 16,378 | 15,557 | | ESPP | 83 | 182 | | Total | 36,158 | 46,916 | [Note 19. Income Taxes](index=21&type=section&id=Note%2019.%20Income%20Taxes) Income tax expense increased for the three and six months ended June 30, 2025, primarily due to non-routine tax expenses in the prior year and changes in the mix of taxable earnings. The company is evaluating the impact of the recently enacted One Big Beautiful Bill Act (OBBBA) on its financial statements | Metric | Three Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | | :------------------ | :-------------------------------------------- | :-------------------------------------------- | | Income tax expense | $845 | $1,613 | - The increase in income tax expense is primarily attributed to non-routine tax expenses in the prior year and changes in the mix of taxable earnings[100](index=100&type=chunk) - The company is currently evaluating the impact of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, which provides for significant U.S. tax law changes[102](index=102&type=chunk) [Note 20. Geographic Information](index=22&type=section&id=Note%2020.%20Geographic%20Information) Total net revenue decreased across all reported geographies (United States, United Kingdom, and International) for both the three and six months ended June 30, 2025, compared to the same periods in 2024 | Geography | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | United States | $51,874 | $61,814 | $106,493 | $125,096 | | United Kingdom | $7,761 | $8,120 | $14,961 | $16,437 | | International | $13,123 | $14,617 | $25,137 | $29,270 | | Total net revenue | $72,758 | $84,551 | $146,591 | $170,803 | [Note 21. Related Party Transaction](index=22&type=section&id=Note%2021.%20Related%20Party%20Transaction) Eventbrite entered into agreements with Decagon AI, Inc. and RegCheck, Inc. d/b/a Andera.ai for customer support and audit AI platforms, respectively. Both companies have minority stakes held by funds managed by A-Star Partners, LLC, where Kevin Hartz (co-founder and former CEO) is a managing member - On May 19, 2025, Eventbrite agreed to a one-year term with Decagon AI, Inc. for a **$0.3 million** fee for customer support AI[105](index=105&type=chunk) - On May 30, 2025, Eventbrite entered a three-year agreement with RegCheck, Inc. d/b/a Andera.ai for audit AI, with payments of approximately **$0.3 million** per year[106](index=106&type=chunk) - Both Decagon AI and Andera.ai have minority stakes held by funds managed by A-Star Partners, LLC, a venture capital firm where Kevin Hartz (co-founder, former CEO, and spouse of current CEO Julia Hartz) is a managing member[105](index=105&type=chunk)[106](index=106&type=chunk) [Note 22. Subsequent Events](index=22&type=section&id=Note%2022.%20Subsequent%20Events) Subsequent to June 30, 2025, Eventbrite renewed a $55.0 million site hosting commitment over five years. It also entered into a new four-year, $60.0 million senior secured term loan facility and agreed to repurchase $125.0 million aggregate principal amount of 2026 Notes for approximately $117.9 million - On July 28, 2025, the company renewed a non-cancellable purchase commitment for site hosting services totaling **$55.0 million** over a five-year period[108](index=108&type=chunk) - On August 6, 2025, Eventbrite entered into a new four-year, **$60.0 million** senior secured term loan facility, with proceeds escrowed until certain 2025 and 2026 Notes are repaid or repurchased[109](index=109&type=chunk) - On August 6, 2025, the company agreed to repurchase **$125.0 million** aggregate principal amount of 2026 Notes for approximately **$117.9 million** cash, expected to settle around August 11, 2025[110](index=110&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Eventbrite's financial condition and results of operations for the periods presented. It covers key business metrics, non-GAAP financial measures like Adjusted EBITDA, and a detailed analysis of revenue, cost of revenue, operating expenses, and other financial items, concluding with a discussion on liquidity and capital resources [Overview](index=24&type=section&id=Overview) Eventbrite's mission is to connect creators and consumers through live experiences via its two-sided marketplace - Eventbrite's mission is to connect creators and consumers through live experiences via its two-sided marketplace, offering self-service ticketing and marketing tools[113](index=113&type=chunk) [Key Business Metrics and Non-GAAP Financial Measures](index=24&type=section&id=Key%20Business%20Metrics%20and%20Non-GAAP%20Financial%20Measures) This section presents key operational metrics like paid ticket volume and non-GAAP financial measures such as Adjusted EBITDA | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :--------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Paid ticket volume | 19,684 | 21,243 | 39,270 | 42,459 | - Paid ticket volume decreased by **7.3%** for the three months ended June 30, 2025, and by **7.5%** for the six months ended June 30, 2025, compared to the same periods in 2024[115](index=115&type=chunk) - The definition of Adjusted EBITDA was updated to include certain significant and non-recurring legal matters, net of insurance recoveries, applied prospectively from Q2 2025[118](index=118&type=chunk) | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :---------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net income (loss) | $(2,107) | $1,063 | $(8,718) | $(3,427) | | Adjusted EBITDA | $6,431 | $12,836 | $11,004 | $23,249 | [Results of Operations](index=26&type=section&id=Results%20of%20Operations) This section provides a detailed analysis of Eventbrite's financial performance, including net revenue, cost of revenue, and operating expenses | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :------------------------------------------ | :------------------------------------------ | | Net revenue | $72,758 | $84,551 | $146,591 | $170,803 | | Cost of net revenue | $23,651 | $24,611 | $48,057 | $49,643 | | Gross profit | $49,107 | $59,940 | $98,534 | $121,160 | | Total operating expenses | $55,447 | $66,394 | $114,598 | $135,184 | | Loss from operations | $(6,340) | $(6,454) | $(16,064) | $(14,024) | | Net income (loss) | $(2,107) | $1,063 | $(8,718) | $(3,427) | | Metric | Three Months Ended June 30, 2025 (%) | Three Months Ended June 30, 2024 (%) | Six Months Ended June 30, 2025 (%) | Six Months Ended June 30, 2024 (%) | | :-------------------------- | :----------------------------------- | :----------------------------------- | :--------------------------------- | :--------------------------------- | | Net revenue | 100 % | 100 % | 100 % | 100 % | | Cost of net revenue | 33 % | 29 % | 33 % | 29 % | | Gross profit | 67 % | 71 % | 67 % | 71 % | | Total operating expenses | 76 % | 79 % | 78 % | 79 % | | Loss from operations | (9)% | (8)% | (11)% | (8)% | | Net income (loss) | (3)% | 1 % | (6)% | (2)% | [Net Revenue](index=27&type=section&id=Net%20Revenue) Net revenue decreased by 14% for both the three and six months ended June 30, 2025, compared to the same periods in 2024. This decline was primarily driven by a lower paid ticket volume and a reduction in revenue from organizer fees due to changes effective September 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Total net revenue | $72,758 | $84,551 | $(11,793) | (14)% | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Total net revenue | $146,591 | $170,803 | $(24,212) | (14)% | - The decrease in net revenue was primarily due to lower paid ticket volume and a reduction in revenue from organizer fees, reflecting changes effective September 2024[124](index=124&type=chunk) [Cost of Net Revenue](index=27&type=section&id=Cost%20of%20Net%20Revenue) Cost of net revenue decreased by 4% for the three months and 3% for the six months ended June 30, 2025, primarily due to reduced processing fees and lower personnel costs. However, gross margin decreased from 71% to 67% due to changes in organizer fees, including the discontinuation of higher-margin fees | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Cost of net revenue | $23,651 | $24,611 | $(960) | (4)% | | Percentage of total net revenue | 33 % | 29 % | | | | Gross margin | 67 % | 71 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Cost of net revenue | $48,057 | $49,643 | $(1,586) | (3)% | | Percentage of total net revenue | 33 % | 29 % | | | | Gross margin | 67 % | 71 % | | | - Gross margin decreased primarily due to changes to organizer fees in September 2024, including the discontinuation of higher-margin organizer fees[128](index=128&type=chunk) [Operating Expenses](index=27&type=section&id=Operating%20Expenses) Operating expenses, primarily personnel-related, decreased overall for the three and six months ended June 30, 2025, compared to 2024. This was driven by reduced product development and sales, marketing, and support costs, partially offset by an increase in general and administrative expenses in the three-month period [Product development](index=28&type=section&id=Product%20development) Product development expenses decreased by 30% for the three months and 26% for the six months ended June 30, 2025 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Product development | $18,161 | $26,057 | $(7,896) | (30)% | | Percentage of total net revenue | 25 % | 31 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Product development | $39,098 | $52,741 | $(13,643) | (26)% | | Percentage of total net revenue | 27 % | 31 % | | | - Product development expenses decreased primarily due to reduced personnel costs, including stock-based compensation[131](index=131&type=chunk) [Sales, marketing and support](index=28&type=section&id=Sales,%20marketing%20and%20support) Sales, marketing and support expenses decreased by 17% for the three months and 8% for the six months ended June 30, 2025 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Sales, marketing and support | $20,399 | $24,521 | $(4,122) | (17)% | | Percentage of total net revenue | 28 % | 29 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Sales, marketing and support | $41,922 | $45,390 | $(3,468) | (8)% | | Percentage of total net revenue | 29 % | 27 % | | | - Sales, marketing and support expenses decreased primarily due to a **$3.2 million** decrease in chargeback reserves and a **$1.7 million** decrease in advanced payouts reserve compared to the prior year[133](index=133&type=chunk) [General and administrative](index=28&type=section&id=General%20and%20administrative) General and administrative expenses increased in the three-month period but decreased in the six-month period | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | General and administrative | $16,887 | $15,816 | $1,071 | 7 % | | Percentage of total net revenue | 23 % | 19 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | General and administrative | $33,578 | $37,053 | $(3,475) | (9)% | | Percentage of total net revenue | 23 % | 22 % | | | - General and administrative expenses increased in the three-month period due to a **$4.4 million** creator upfront reserve release in the prior year, offset by a **$3.6 million** decrease in personnel costs[135](index=135&type=chunk) - General and administrative expenses decreased in the six-month period due to a **$6.3 million** decrease in personnel costs, partially offset by the **$4.4 million** creator upfront reserve release in the prior year[136](index=136&type=chunk) [Interest Income](index=29&type=section&id=Interest%20Income) Interest income decreased by 46% for the three months and 48% for the six months ended June 30, 2025, compared to the same periods in 2024. This decline was primarily due to lower interest rates and a reduced balance of short-term investments | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Interest income | $3,961 | $7,382 | $(3,421) | (46)% | | Percentage of total net revenue | 5 % | 9 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Interest income | $7,715 | $14,789 | $(7,074) | (48)% | | Percentage of total net revenue | 5 % | 9 % | | | - Interest income decreased primarily due to lower interest rates and a lower balance of short-term investments in U.S. Treasury bills[138](index=138&type=chunk) [Interest Expense](index=29&type=section&id=Interest%20Expense) Interest expense decreased significantly by 61% for both the three and six months ended June 30, 2025, compared to the same periods in 2024. This reduction was primarily due to the repurchase of $120 million aggregate principal amount of the 2025 Notes in August 2024 | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Interest expense | $1,094 | $2,806 | $(1,712) | (61)% | | Percentage of total net revenue | 2 % | 3 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :--------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Interest expense | $2,174 | $5,606 | $(3,432) | (61)% | | Percentage of total net revenue | 1 % | 3 % | | | - Interest expense decreased due to the repurchase of **$120 million** aggregate principal amount of the 2025 Notes in August 2024[140](index=140&type=chunk) [Other Income (Expense), Net](index=29&type=section&id=Other%20Income%20(Expense),%20Net) Other income (expense), net, decreased by 41% for the three months ended June 30, 2025, primarily due to a $3.9 million gain from a litigation settlement in June 2024. However, it increased by 38% for the six months ended June 30, 2025, driven by foreign currency rate measurement fluctuations | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Other income (expense), net | $2,211 | $3,725 | $(1,514) | (41)% | | Percentage of total net revenue | 3 % | 4 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :-------------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Other income (expense), net | $3,418 | $2,472 | $946 | 38 % | | Percentage of total net revenue | 2 % | 1 % | | | - Other income decreased in the three-month period primarily due to a **$3.9 million** gain from a favorable litigation settlement in June 2024, offset by foreign currency fluctuations[142](index=142&type=chunk) - Other income increased in the six-month period driven by foreign currency rate measurement fluctuations, offset by the **$3.9 million** litigation settlement gain in the prior year[143](index=143&type=chunk) [Income Tax Provision](index=29&type=section&id=Income%20Tax%20Provision) The income tax provision increased by 8% for the three months and 52% for the six months ended June 30, 2025, compared to the same periods in 2024. This was primarily due to non-routine tax expenses recorded in the prior year and changes in the mix of taxable earnings. The company is evaluating the impact of the OBBBA on its income tax rate | Metric | Three Months Ended June 30, 2025 (in thousands) | Three Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :------------------- | :-------------------------------------------- | :-------------------------------------------- | :---------------------- | :------- | | Income tax provision | $845 | $784 | $61 | 8 % | | Percentage of total net revenue | 1 % | 1 % | | | | Metric | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | $ Change (in thousands) | % Change | | :------------------- | :------------------------------------------ | :------------------------------------------ | :---------------------- | :------- | | Income tax provision | $1,613 | $1,058 | $555 | 52 % | | Percentage of total net revenue | 1 % | 1 % | | | - The increase in income tax provision was primarily attributable to non-routine tax expenses recorded in the prior year and changes in taxable earnings mix[146](index=146&type=chunk) - The company is evaluating the impact of the One Big Beautiful Bill Act (OBBBA), enacted on July 4, 2025, on its income tax rate[146](index=146&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, Eventbrite had $490.5 million in cash and cash equivalents, with $322.0 million due to creators. The company believes existing cash and cash generated from operations will be sufficient for the next 12 months, but acknowledges risks related to advance payouts and macroeconomic conditions. A $100.0 million share repurchase program was approved in March 2024, with $50.0 million remaining | Metric | June 30, 2025 (in millions) | | :-------------------------- | :-------------------------- | | Cash and cash equivalents | $490.5 | | Funds receivable | $25.0 | | Restricted cash | $48.0 | | Amounts due to creators | $322.0 | - The company assumes risk with advance payouts to creators, as unrecoverable amounts could arise if events are canceled, fraudulent, or creators are insolvent, potentially impacting losses beyond current estimates[148](index=148&type=chunk) - A **$100.0 million** share repurchase program was approved in March 2024, with approximately **$50.0 million** remaining available as of June 30, 2025[150](index=150&type=chunk) - Management believes existing cash and cash generated from operations will be sufficient to meet anticipated cash needs for at least the next 12 months[152](index=152&type=chunk) [Cash Flows](index=31&type=section&id=Cash%20Flows) This section analyzes Eventbrite's cash flows from operating, investing, and financing activities, and the effect of exchange rate changes [Comparison of Six Months Ended June 30, 2025 and 2024](index=31&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) This table compares Eventbrite's cash flow activities for the six months ended June 30, 2025, and 2024 | Cash Flow Activity | Six Months Ended June 30, 2025 (in thousands) | Six Months Ended June 30, 2024 (in thousands) | | :------------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Net cash provided by operating activities | $41,896 | $36,274 | | Net cash provided by investing activities | $23,144 | $94,596 | | Net cash used in financing activities | $(2,273) | $(41,830) | | Effect of exchange rate changes | $11,206 | $(2,741) | | Net increase in cash, cash equivalents and restricted cash | $73,973 | $86,299 | [Cash Flows from Operating Activities](index=31&type=section&id=Cash%20Flows%20from%20Operating%20Activities) Net cash provided by operating activities increased due to non-cash charges and favorable changes in operating assets and liabilities - Net cash provided by operating activities increased to **$41.9 million** for the six months ended June 30, 2025, from **$36.3 million** in 2024, primarily due to non-cash charges and favorable changes in operating assets and liabilities[154](index=154&type=chunk)[155](index=155&type=chunk) [Cash Flows from Investing Activities](index=31&type=section&id=Cash%20Flows%20from%20Investing%20Activities) Net cash provided by investing activities decreased mainly due to lower maturities of short-term investments and no new purchases - Net cash provided by investing activities decreased to **$23.1 million** for the six months ended June 30, 2025, from **$94.6 million** in 2024, mainly due to lower maturities of short-term investments and no new purchases[156](index=156&type=chunk) [Cash Flows from Financing Activities](index=31&type=section&id=Cash%20Flows%20from%20Financing%20Activities) Net cash used in financing activities significantly decreased due to no common stock repurchases in 2025 - Net cash used in financing activities significantly decreased to **$2.3 million** for the six months ended June 30, 2025, from **$41.8 million** in 2024, primarily due to no common stock repurchases in 2025 compared to **$36.5 million** in 2024[157](index=157&type=chunk) [Effect of exchange rate changes on cash, cash equivalents and restricted cash](index=31&type=section&id=Effect%20of%20exchange%20rate%20changes%20on%20cash,%20cash%20equivalents%20and%20restricted%20cash) Exchange rate changes resulted in an increase in cash, cash equivalents, and restricted cash due to the weakening of the U.S. dollar - Exchange rate changes resulted in an **$11.2 million** increase in cash, cash equivalents, and restricted cash for the six months ended June 30, 2025, compared to a **$2.7 million** decrease in 2024, primarily due to the weakening of the U.S. dollar in 2025[159](index=159&type=chunk) [Contractual Obligations and Commitments](index=32&type=section&id=Contractual%20Obligations%20and%20Commitments) The company's principal commitments include obligations under Convertible Notes, operating leases for office space, and non-cancellable purchase commitments - Principal commitments consist of obligations under Convertible Notes, operating leases for office space, and non-cancellable purchase commitments[160](index=160&type=chunk) [Off-Balance Sheet Arrangements](index=32&type=section&id=Off-Balance%20Sheet%20Arrangements) Eventbrite does not currently have any off-balance sheet arrangements - The company does not currently have any off-balance sheet arrangements[161](index=161&type=chunk) [Critical Accounting Policies and Estimates](index=32&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The preparation of financial statements requires management to make estimates and assumptions that affect reported amounts. These estimates are evaluated on an ongoing basis, and no significant changes to accounting policies with a material impact were noted - The preparation of financial statements requires estimates and assumptions, which are based on historical experience and evaluated on an ongoing basis[162](index=162&type=chunk) - There have been no significant changes to the company's accounting policies that have had a material impact on the unaudited condensed consolidated financial statements[163](index=163&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Eventbrite is exposed to market risk from changes in interest rates on its financial instruments and foreign currency exchange rates due to international operations. However, a 10% change in either interest rates or individual currency exchange rates is not expected to have a material effect on the company's financial condition or results of operations - The company is exposed to interest rate sensitivity on cash, cash equivalents, and short-term investments, but a **10%** change in market interest rates would not materially affect its financial results[165](index=165&type=chunk) - Eventbrite is subject to foreign currency risk due to significant ticket sales and costs denominated in foreign currencies (British Pound, Euro, Canadian Dollar, Australian Dollar), but a **10%** change in individual currency exchange rates is not expected to have a material impact[166](index=166&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the principal executive and financial officers, concluded that Eventbrite's disclosure controls and procedures were effective as of June 30, 2025. There were no material changes in internal control over financial reporting during the quarter - Management concluded that disclosure controls and procedures were effective as of June 30, 2025, providing reasonable assurance for timely and accurate reporting[168](index=168&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[169](index=169&type=chunk) [Part II. Other Information](index=34&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part includes information on legal proceedings, risk factors, equity sales, defaults, mine safety, other information, and exhibits [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 16, 'Commitments and Contingencies,' for detailed information regarding legal proceedings - For details on legal proceedings, refer to Note 16, 'Commitments and Contingencies,' in the unaudited condensed consolidated financial statements[172](index=172&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) While there have been no material changes to the risk factors previously disclosed in the 2024 Form 10-K, this report supplements with additional risks. These include the potential inability to generate sufficient cash flows or raise additional capital, and the adverse effects of substantial levels of indebtedness on cash flow and business operations - No material changes from the risk factors in the 2024 Form 10-K, but new factors supplement previously disclosed risks[173](index=173&type=chunk) - Risks include the potential inability to generate sufficient cash flows or obtain additional debt or equity financing on favorable terms, which could harm business operations[174](index=174&type=chunk)[175](index=175&type=chunk) - Substantial levels of indebtedness, including Convertible Notes and a new term loan, could adversely affect cash flow, limit operational flexibility, and increase vulnerability to adverse economic conditions[180](index=180&type=chunk)[184](index=184&type=chunk) [Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities,%20Use%20of%20Proceeds,%20and%20Issuer%20Purchases%20of%20Equity%20Securities) There were no unregistered sales of equity securities or issuer purchases of equity securities during the three months ended June 30, 2025 - There were no sales of unregistered equity securities during the three months ended June 30, 2025[186](index=186&type=chunk) - There were no issuer purchases of equity securities during the three months ended June 30, 2025[187](index=187&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) There were no defaults upon senior securities during the period [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Eventbrite, Inc [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) No director or officer 10b5-1 trading plans were adopted, terminated, or modified during the three months ended June 30, 2025. Details regarding the Credit Agreement are referenced in Note 22, 'Subsequent Events.' - No written trading arrangements under Rule 10b5-1 were adopted, terminated, or modified by directors or officers during the three months ended June 30, 2025[189](index=189&type=chunk) - Information regarding the Credit Agreement is provided in Note 22, 'Subsequent Events,' to the unaudited condensed consolidated financial statements[190](index=190&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed or incorporated by reference as part of this Quarterly Report on Form 10-Q, including organizational documents, certifications, and XBRL data files - The exhibit index includes the Amended and Restated Certificate of Incorporation, Second Amended and Restated Bylaws, Form of Class A Common Stock Certificate, certifications of principal officers, and Inline XBRL documents[192](index=192&type=chunk) [Signatures](index=39&type=section&id=Signatures) The report is duly signed by the Chief Executive Officer and Chief Financial Officer - The report is duly signed on August 7, 2025, by Julia Hartz, Chief Executive Officer (Principal Executive Officer), and Anand Gandhi, Chief Financial Officer (Principal Accounting and Financial Officer)[197](index=197&type=chunk)

[Credit Agreement Overview](index=1&type=section&id=Credit%20Agreement%20Overview) This agreement outlines the parties, facility details, and purpose of the $60,000,000 Initial Term A Loan [Parties and Facility](index=1&type=section&id=Parties%20and%20Facility) Details the parties involved, the $60,000,000 Initial Term A Loan facility, and its intended use for transactions and balance sheet funding Credit Facility Details | Item | Detail | | :--- | :--- | | **Borrower** | Eventbrite, Inc. | | **Administrative Agent** | Silicon Valley Bank, a division of First-Citizens Bank & Trust Company | | **Joint Lead Arrangers** | Morgan Stanley Senior Funding, Inc., Silicon Valley Bank, Axos Bank | | **Facility Type** | Initial Term A Loans | | **Aggregate Principal Amount** | $60,000,000 | | **Use of Proceeds** | To consummate the Transactions, pay related costs and expenses, and fund cash to the Borrower's balance sheet | [ARTICLE 1: Definitions and Accounting Terms](index=8&type=section&id=ARTICLE%201%3A%20Definitions%20and%20Accounting%20Terms) This article defines key terms and establishes accounting principles for interpreting the credit agreement [Defined Terms](index=8&type=section&id=Section%201.01%20Defined%20Terms) Provides comprehensive definitions for all capitalized terms, including financial metrics, legal concepts, and operational terms governing the agreement Applicable Interest Rate Margins for Initial Term A Loans (Post-First Anniversary) | Pricing Level | Consolidated Net Total Leverage Ratio | Term SOFR Margin | Base Rate Margin | | :--- | :--- | :--- | :--- | | 1 | > 0.50x | 2.50% | 1.50% | | 2 | < 0.50x | 2.25% | 1.25% | - A "Change of Control" is triggered if any person or group (other than Permitted Holders) acquires beneficial ownership of **50% or more** of the Borrower's Voting Equity Interests or obtains the power to elect a majority of the board[71](index=71&type=chunk) - The "Collateral and Guarantee Requirement" outlines assets excluded from collateral obligations ("Excluded Assets"), including leased real property, motor vehicles, certain commercial tort claims under **$2.5 million**, and assets where pledging would cause material adverse tax consequences[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - The "Closing Date" is defined as **August 6, 2025**[75](index=75&type=chunk) [Other Interpretive & Accounting Provisions](index=79&type=section&id=Section%201.02-1.09%20Other%20Interpretive%20%26%20Accounting%20Provisions) Establishes rules for interpreting the agreement, construing accounting terms, calculating financial ratios, and handling interest rate calculations - All accounting terms are to be construed in conformity with GAAP, with parties agreeing to negotiate amendments if GAAP changes materially affect a provision to preserve original intent[322](index=322&type=chunk)[324](index=324&type=chunk) - Financial ratios and tests related to any "Specified Transaction" (e.g., acquisitions, dispositions, incurrence of debt) must be calculated on a **Pro Forma Basis**, as if the transaction occurred on the first day of the measurement period[317](index=317&type=chunk) [ARTICLE 2: The Commitments and Credit Extensions](index=83&type=section&id=ARTICLE%202%3A%20The%20Commitments%20and%20Credit%20Extensions) This article details loan commitments, borrowing procedures, repayment terms, and provisions for debt modifications and defaulting lenders [Loan Commitments and Borrowing Procedures](index=83&type=section&id=Section%202.01-2.04%20Loan%20Commitments%20and%20Borrowing%20Procedures) Outlines lenders' commitment to the $60,000,000 Initial Term A Loan and procedures for borrowing, converting, and continuing loans - Each Term A Lender severally agrees to make a loan on the Closing Date up to its Initial Term A Commitment, with amounts borrowed and repaid under this section not reborrowable[333](index=333&type=chunk) - Borrowings, conversions, or continuations of SOFR Loans require **three business days' notice**, while Base Rate Loans require **one business day's notice**, with a maximum of **seven active Interest Periods** (plus three for each new class of loans)[334](index=334&type=chunk)[339](index=339&type=chunk) [Prepayments, Commitment Reductions, and Repayment](index=85&type=section&id=Section%202.05-2.07%20Prepayments%2C%20Commitment%20Reductions%2C%20and%20Repayment) Specifies terms for voluntary and mandatory loan prepayments, commitment reductions, and the scheduled amortization of Term A Loans - The Borrower may voluntarily prepay Term Loans in whole or in part at any time without premium or penalty, subject to notice requirements[341](index=341&type=chunk) - Mandatory prepayments are required with **100% of the Net Proceeds** from certain asset dispositions, casualty events, and the incurrence of non-permitted indebtedness, with Lenders having the right to decline their pro-rata share[345](index=345&type=chunk)[346](index=346&type=chunk)[350](index=350&type=chunk) Term A Loan Amortization Schedule | Payment Dates | Quarterly Installment (% of Initial Principal) | | :--- | :--- | | Nov 2025 - Aug 2026 | 1.25% | | Nov 2026 - Aug 2028 | 2.50% | | Nov 2028 - May 2029 | 25.00% | | **Maturity Date** | **Remaining Principal** | [Interest, Fees, and Payments](index=90&type=section&id=Section%202.08-2.13%20Interest%2C%20Fees%2C%20and%20Payments) Details the calculation and payment of interest based on SOFR or Base Rate, applicable fees, and general payment mechanics - SOFR Loans bear interest at Term SOFR plus the Applicable Rate, while Base Rate Loans bear interest at the Base Rate plus the Applicable Rate[361](index=361&type=chunk) - An Upfront Fee of **0.50%** of the aggregate principal amount of the Term A Loans is due and payable on the Closing Date[364](index=364&type=chunk) - If any lender receives a payment in excess of its ratable share, it must purchase participations from other lenders to ensure pro-rata sharing of the payment[379](index=379&type=chunk) [Incremental Debt, Refinancing, Extensions, and Defaulting Lenders](index=94&type=section&id=Section%202.14-2.17%20Incremental%20Debt%2C%20Refinancing%2C%20Extensions%2C%20and%20Defaulting%20Lenders) Provides flexibility for the Borrower to modify debt structure through incremental facilities, refinancing, extensions, and addresses defaulting lenders - The Borrower may request new Incremental Commitments not to exceed the "Available Incremental Amount," which is the sum of a **$15,000,000** "Incremental Base Amount" plus amounts from voluntary prepayments and an additional amount subject to meeting a pro forma leverage ratio test[173](index=173&type=chunk)[381](index=381&type=chunk)[387](index=387&type=chunk) - The Borrower may request to extend the maturity date of existing Term Loans or Revolving Credit Commitments through an "Extension Amendment" with the consent of only the extending lenders[402](index=402&type=chunk)[404](index=404&type=chunk)[408](index=408&type=chunk) - A "Defaulting Lender" (one who fails to fund its obligations) has its voting rights restricted and its payments may be reallocated to cover its funding shortfalls or other obligations[116](index=116&type=chunk)[411](index=411&type=chunk)[412](index=412&type=chunk) [ARTICLE 3: Taxes, Increased Costs Protection and Illegality](index=104&type=section&id=ARTICLE%203%3A%20Taxes%2C%20Increased%20Costs%20Protection%20and%20Illegality) Addresses financial contingencies like tax withholdings, increased costs due to law changes, benchmark rate issues, and lender replacement rights [Taxes, Costs, and Contingencies](index=104&type=section&id=Section%203.01-3.08%20Taxes%2C%20Costs%2C%20and%20Contingencies) Covers tax withholdings, compensation for increased lender costs, benchmark rate replacement, and the Borrower's right to replace certain lenders - All payments by the Borrower must be made free of deductions for Taxes, with the Borrower paying additional amounts if withholding is required to ensure the Lender receives the full sum[416](index=416&type=chunk) - If a change in law makes it unlawful for a Lender to maintain SOFR Loans, the Lender's obligation is suspended, and the Borrower must prepay or convert the affected loans to Base Rate Loans[431](index=431&type=chunk) - The agreement includes a benchmark replacement mechanism to handle a "Benchmark Transition Event," allowing the Administrative Agent to replace the current benchmark (e.g., Term SOFR) with an alternative like Daily Simple SOFR or another market-accepted rate[50](index=50&type=chunk)[435](index=435&type=chunk) - The Borrower must compensate Lenders for increased costs or reduced returns resulting from changes in law or capital adequacy rules (e.g., Basel III, Dodd-Frank Act) after the Closing Date[440](index=440&type=chunk)[441](index=441&type=chunk) - The Borrower has the right to replace any Lender that requests compensation for increased costs or taxes, becomes a Defaulting Lender, or is a Non-Consenting Lender to a proposed amendment[455](index=455&type=chunk) [ARTICLE 4: Conditions Precedent to Credit Extensions](index=115&type=section&id=ARTICLE%204%3A%20Conditions%20Precedent%20to%20Credit%20Extensions) Specifies conditions required for loan funding, including extensive documentation for the initial closing and ongoing requirements for subsequent borrowings [Conditions to Credit Extensions](index=115&type=section&id=Section%204.01-4.02%20Conditions%20to%20Credit%20Extensions) Outlines documentation required for initial funding on the Closing Date and ongoing conditions for all subsequent credit extensions - Conditions for the initial Closing Date funding include receipt of executed Loan Documents, Collateral Documents, legal opinions, a solvency certificate, and payment of all fees[460](index=460&type=chunk)[461](index=461&type=chunk)[463](index=463&type=chunk) - The Borrower must provide all necessary documentation for "know your customer" and anti-money laundering regulations, including the USA PATRIOT Act and a Beneficial Ownership Certification, at least **3 business days** prior to the Closing Date[464](index=464&type=chunk) - For all credit extensions after the Closing Date, the Borrower's representations and warranties must be true and correct in all material respects, and no Default or Event of Default must exist[468](index=468&type=chunk)[469](index=469&type=chunk) [ARTICLE 5: Representations and Warranties](index=118&type=section&id=ARTICLE%205%3A%20Representations%20and%20Warranties) Contains the Borrower's key assurances to lenders regarding legal status, financial condition, compliance, property, solvency, and security interests [Representations and Warranties](index=118&type=section&id=Section%205.01-5.23%20Representations%20and%20Warranties) Covers the Borrower's legal status, financial condition, compliance with laws, property ownership, solvency, and validity of security interests - The Borrower represents that its financial statements fairly present its financial condition in all material respects and that no Material Adverse Effect has occurred since the Closing Date[477](index=477&type=chunk)[479](index=479&type=chunk) - The Borrower confirms it is not engaged in the business of extending credit for purchasing or carrying Margin Stock in violation of Regulation U, and it is not required to be registered as an "investment company"[491](index=491&type=chunk)[492](index=492&type=chunk) - On the Closing Date, after giving effect to the Transactions, the Borrower and its subsidiaries are represented to be **Solvent** on a consolidated basis[498](index=498&type=chunk) - The Borrower represents that neither it nor its subsidiaries, directors, officers, or employees are in violation of AML Laws, Sanctions, Anti-Corruption Laws, or Export Controls, and that no proceeds will be used in violation of these laws[499](index=499&type=chunk)[502](index=502&type=chunk) - The Borrower represents that the proceeds of the Term A Loans will be used for the Transactions, general corporate purposes, and to fund cash to its balance sheet[509](index=509&type=chunk) [ARTICLE 6: Affirmative Covenants](index=125&type=section&id=ARTICLE%206%3A%20Affirmative%20Covenants) Sets forth ongoing actions the Borrower must take, including financial reporting, compliance, tax payments, and maintaining corporate existence and insurance [Affirmative Covenants](index=125&type=section&id=Section%206.01-6.19%20Affirmative%20Covenants) Details obligations such as financial reporting, compliance certificates, default notices, maintaining corporate existence, and adding new guarantors - **Financial Reporting:** The Borrower must deliver audited annual financial statements within **90 days** of fiscal year-end and unaudited quarterly statements within **45 days** of each quarter-end[515](index=515&type=chunk) - **Compliance Certificate:** A Compliance Certificate, including calculations for Liquidity, Consolidated Net Total Leverage Ratio, and Consolidated Fixed Charge Coverage Ratio, must be delivered with each set of financial statements[519](index=519&type=chunk) - **Notice of Default:** The Borrower must promptly notify the Administrative Agent of any Default or Event of Default[523](index=523&type=chunk) - **Additional Guarantors:** New wholly-owned domestic subsidiaries (unless excluded) must become Guarantors and provide collateral within **75 days** of their formation or acquisition[536](index=536&type=chunk) - **Post-Closing Actions:** The Borrower must complete specific actions and deliver documents as outlined in Schedule 6.15 within the specified timeframes after the Closing Date[543](index=543&type=chunk)[544](index=544&type=chunk) [ARTICLE 7: Negative Covenants](index=134&type=section&id=ARTICLE%207%3A%20Negative%20Covenants) Details restrictions on the Borrower's activities, including limits on liens, indebtedness, investments, asset dispositions, and restricted payments [Core Negative Covenants (Liens, Indebtedness, Investments, Dispositions, etc.)](index=134&type=section&id=Section%207.01-7.08%20Core%20Negative%20Covenants) Restricts liens, new debt, investments, asset sales, mergers, and restricted payments, each with specific exceptions and baskets - **Liens (7.01):** Prohibits creating liens on assets, subject to permitted exceptions including liens securing the Loan Documents, existing liens, and certain tax and statutory liens[550](index=550&type=chunk) - **Investments (7.02):** Restricts investments but permits acquisitions if the pro forma Consolidated Net Total Leverage Ratio is no greater than the Financial Covenant TNLR Threshold, among other exceptions[557](index=557&type=chunk)[558](index=558&type=chunk) - **Indebtedness (7.03):** Limits incurring new debt, with exceptions for debt under the Loan Documents, existing debt, intercompany debt, and certain other debt up to specified baskets, including a basket tied to a leverage ratio test[562](index=562&type=chunk)[564](index=564&type=chunk) - **Dispositions (7.05):** Restricts asset sales but allows for dispositions of obsolete assets, sales in the ordinary course, and other sales provided that at least **75%** of the consideration is cash or Cash Equivalents[570](index=570&type=chunk)[571](index=571&type=chunk) - **Restricted Payments (7.06):** Limits dividends and share repurchases, but permits repurchases up to **$15 million**, plus an additional **$35 million** subject to maintaining minimum liquidity of **$50 million**[577](index=577&type=chunk) [Financial Covenants](index=152&type=section&id=Section%207.09%20Financial%20Covenants) Establishes key financial maintenance tests, including maximum leverage ratio, minimum fixed charge coverage ratio, and minimum LTM revenue Maximum Consolidated Net Total Leverage Ratio | Period | Maximum Ratio | | :--- | :--- | | Closing Date - Dec 31, 2025 | 3.25 to 1.00 | | Jan 1, 2026 - Mar 31, 2026 | 3.00 to 1.00 | | Apr 1, 2026 - Jun 30, 2026 | 2.75 to 1.00 | | Jul 1, 2026 - Sep 30, 2026 | 2.50 to 1.00 | | Oct 1, 2026 - Dec 31, 2026 | 2.25 to 1.00 | | Thereafter | 2.00 to 1.00 | - **Minimum Consolidated Fixed Charge Coverage Ratio:** Must be no less than **1.10 to 1.00**, tested quarterly starting December 31, 2025[584](index=584&type=chunk) - **Minimum LTM Revenue:** Must be no less than **$270,000,000**, tested quarterly starting December 31, 2025[585](index=585&type=chunk) [Other Negative Covenants](index=153&type=section&id=Section%207.10-7.11%20Other%20Negative%20Covenants) Imposes further restrictions on prepaying junior debt and prohibits using loan proceeds for unlawful purposes or sanctioned parties - The Borrower is restricted from voluntarily prepaying, redeeming, or purchasing any Junior Financing, except in connection with a Permitted Refinancing or the conversion of such debt into equity[587](index=587&type=chunk) - The Borrower and its subsidiaries are prohibited from using loan proceeds to fund any activity involving or benefiting a Restricted Party in violation of Sanctions, or in any manner that would cause any party to breach Sanctions or Export Controls[590](index=590&type=chunk)[593](index=593&type=chunk) [ARTICLE 8: Events of Default and Remedies](index=154&type=section&id=ARTICLE%208%3A%20Events%20of%20Default%20and%20Remedies) Defines events triggering default and outlines remedies available to lenders, including acceleration of obligations and fund application [Events of Default and Remedies](index=154&type=section&id=Section%208.01-8.04%20Events%20of%20Default%20and%20Remedies) Defines default events like non-payment, covenant breaches, and change of control, and outlines lender remedies including loan acceleration - **Events of Default include:** - **Non-Payment:** Failure to pay principal when due, or interest/other amounts within **5 business days** of the due date[296](index=296&type=chunk)[595](index=595&type=chunk)[596](index=596&type=chunk) - **Covenant Breach:** Failure to comply with negative covenants (Article 7) or certain affirmative covenants - **Cross-Default:** Default on other indebtedness exceeding the Threshold Amount (**$10,000,000**)[296](index=296&type=chunk) - **Insolvency:** Bankruptcy, receivership, or similar proceedings - **Change of Control:** Occurrence of a Change of Control - **Remedies:** Upon an Event of Default, the Administrative Agent (at the request of Required Lenders) can terminate commitments and declare all outstanding Loans and other Obligations immediately due and payable[599](index=599&type=chunk)[600](index=600&type=chunk) - **Application of Funds:** After acceleration, any collected funds are applied in a specific order (the "waterfall"): first to Agent fees/expenses, then Lender fees/expenses, then accrued interest, then principal, and finally to other Obligations[602](index=602&type=chunk) [ARTICLE 9: Administrative Agent and Other Agents](index=158&type=section&id=ARTICLE%209%3A%20Administrative%20Agent%20and%20Other%20Agents) Establishes the Administrative Agent's role, authority, protections, and procedures for resignation, replacement, and collateral matters [Agent Roles, Rights, and Protections](index=158&type=section&id=Section%209.01-9.16%20Agent%20Roles%2C%20Rights%2C%20and%20Protections) Clarifies the Agent's administrative role, protections from liability, indemnification rights, and procedures for resignation and collateral release - Each Lender irrevocably appoints SVB as Administrative Agent and Collateral Agent to act on its behalf[607](index=607&type=chunk) - The Agent is not liable for any action taken or omitted, except for its own gross negligence or willful misconduct, and has no duty to ascertain covenant performance or representation accuracy[612](index=612&type=chunk)[613](index=613&type=chunk) - The Agent may resign upon **30 days' notice**, and a successor agent must be appointed by the Required Lenders, subject to the Borrower's consent (unless an Event of Default exists)[621](index=621&type=chunk) - The Collateral Agent is authorized to automatically release liens on collateral that is sold in a permitted disposition or when a Guarantor is released from its obligations as permitted by the agreement[628](index=628&type=chunk) - The agreement includes detailed procedures for the recovery of "Erroneous Payments" made by the Administrative Agent to any Lender, establishing that such funds remain the property of the Agent and must be returned promptly upon demand[641](index=641&type=chunk)[642](index=642&type=chunk) [ARTICLE 10: Miscellaneous](index=172&type=section&id=ARTICLE%2010%3A%20Miscellaneous) Contains standard legal clauses for amendments, notices, indemnification, assignments, governing law, and waiver of jury trial [Miscellaneous Provisions](index=172&type=section&id=Section%2010.01-10.25%20Miscellaneous%20Provisions) Covers amendments, notices, indemnification, assignments, confidentiality, New York governing law, and a mutual jury trial waiver - **Amendments (10.01):** Amendments generally require the consent of the Required Lenders and the Borrower, but certain fundamental changes require the consent of each affected Lender[656](index=656&type=chunk) - **Indemnification (10.05):** The Borrower agrees to indemnify the Agents, Arrangers, and Lenders from all liabilities and expenses arising in connection with the Loan Documents, except those resulting from the indemnitee's own gross negligence, bad faith, or willful misconduct[673](index=673&type=chunk) - **Assignments (10.07):** Lenders may assign their loans and commitments to other Eligible Assignees, subject to the consent of the Borrower and Administrative Agent (unless an Event of Default exists or the assignee is another Lender or affiliate), with assignments to Disqualified Lenders restricted[677](index=677&type=chunk)[682](index=682&type=chunk) - **Governing Law and Jurisdiction (10.15):** The agreement is governed by the law of the State of New York, and the parties consent to the exclusive jurisdiction of New York state and federal courts[709](index=709&type=chunk)[710](index=710&type=chunk) - **Jury Trial Waiver (10.16):** All parties to the agreement expressly waive their right to a trial by jury for any claim or action arising under the Loan Documents[711](index=711&type=chunk) [ARTICLE 11: Guaranty](index=196&type=section&id=ARTICLE%2011%3A%20Guaranty) Details the unconditional and irrevocable guarantee provided by Guarantors for all Guaranteed Obligations, including release conditions [Guaranty Provisions](index=196&type=section&id=Section%2011.01-11.13%20Guaranty%20Provisions) Outlines the joint and several, unconditional guarantee by Guarantors for all obligations, and conditions for automatic release - Each Guarantor provides a joint and several guarantee for the prompt payment in full of all Guaranteed Obligations, acting as a primary obligor and not merely as a surety[731](index=731&type=chunk) - The obligations of the Guarantors are absolute and unconditional, irrespective of the validity or enforceability of the underlying obligations or any other circumstance that might otherwise constitute a legal or equitable discharge[732](index=732&type=chunk) - A Guarantor is automatically released from its obligations if it is sold or otherwise ceases to be a Restricted Subsidiary in a transaction permitted by the agreement, provided it is not also a guarantor of any other material Junior Financing[743](index=743&type=chunk) [Schedules and Exhibits](index=7&type=section&id=Schedules%20and%20Exhibits) Lists various schedules providing specific details and exhibits serving as templates for required legal forms [Schedules and Exhibits List](index=7&type=section&id=Schedules%20and%20Exhibits%20List) Provides a list of schedules detailing specific agreement information and exhibits serving as templates for legal forms - **Schedules:** Key schedules include 1.01A (Commitments), 7.01(b) (Existing Liens), 7.03(b) (Existing Indebtedness), and 6.15 (Post-Closing Covenants)[19](index=19&type=chunk) - **Exhibits:** Key exhibits provide forms for A (Committed Loan Notice), E-1 (Compliance Certificate), F (Assignment and Assumption), and G (Security Agreement)[20](index=20&type=chunk)

Core Viewpoint - Eventbrite (EB) has been upgraded to a Zacks Rank 2 (Buy), indicating a positive outlook on its earnings estimates, which is a significant factor influencing stock prices [1][3]. Earnings Estimates and Stock Price Movement - The Zacks rating system reflects changes in earnings estimates, which are strongly correlated with near-term stock price movements, particularly due to institutional investors' reliance on these estimates for valuation [4][6]. - For Eventbrite, the recent upgrade suggests an improvement in the company's underlying business, likely leading to increased stock prices as investors respond to this trend [5][10]. Earnings Estimate Revisions - For the fiscal year ending December 2025, Eventbrite is expected to earn -$0.27 per share, unchanged from the previous year, but the Zacks Consensus Estimate has increased by 6.4% over the past three months [8]. - The Zacks Rank system classifies stocks based on earnings estimate revisions, with only the top 20% of stocks receiving a "Strong Buy" or "Buy" rating, indicating superior potential for market-beating returns [9][10].

Eventbrite (EB) FY Conference Summary Company Overview - Eventbrite is a leading ticketing platform aiming to evolve into a marketplace for experiences, leveraging two decades of experience in cultivating relationships on both supply and demand sides [4][5][6]. Core Points and Arguments Marketplace Transformation - The transition to a marketplace is seen as a natural progression for Eventbrite, with significant upside potential due to existing strong brand recognition and traffic of 90 million unique users [4][5]. - The relaunch of the brand and app is expected to drive user engagement and demand generation, enhancing the platform's ability to serve creators [5][6][14]. Competitive Landscape - Eventbrite holds approximately 14% of the $28 billion global mid-market events gross bookings, with a fragmented competitive landscape where no single competitor dominates [16][19]. - The company is positioned as the second most trafficked site after Ticketmaster, indicating strong market presence [20]. Industry Growth - The live experiences market is expected to continue growing, driven by increasing consumer interest in human connection and live events [17][18]. - The company anticipates that the market will benefit from tailwinds, suggesting a positive outlook for growth [18]. Financial Discipline and Cost Management - Eventbrite is focused on maintaining operational discipline and controlling expenses, with a goal to return to growth without relying heavily on performance marketing [10][12][55]. - The company aims to grow revenue faster than operating expenses, with a focus on margin expansion through efficient cost management [56]. Revenue Components - Marketplace revenue, which currently makes up about 8% of total revenue, includes premium subscription services and advertising, with advertising expected to become the largest component over time [36][37]. - The take rate is expected to increase as the company grows volume and market share, although the timing and extent of this increase will be carefully managed to maintain positive relationships with creators [47][48]. Creator Engagement and Recovery - The company experienced a loss of creators due to the introduction of organizer fees, which have since been reversed. Efforts are underway to win back lost creators through product enhancements and targeted outreach [25][26][27][30]. - The sales team is expected to play a crucial role in re-engaging creators and driving growth in paid ticket volume [34][35]. Capital Allocation and Financial Position - Eventbrite has $551 million in cash, with $241 million available for liquidity after accounting for creator payables. The company is positioned to manage its debt effectively while exploring non-dilutive financing options [58][60][62]. - The focus is on balancing the cost of debt with the flexibility it provides, with potential share buybacks considered once financial stability is demonstrated [62][63]. Other Important Insights - The company is optimistic about the potential for increased awareness and interest in live experiences, particularly with competitors like Airbnb entering the space, which could benefit Eventbrite [24]. - The emphasis on community features and user engagement within the app is seen as critical for driving demand and enhancing the overall user experience [14][15]. This summary encapsulates the key points discussed during the Eventbrite FY Conference, highlighting the company's strategic direction, market positioning, and financial outlook.

Group 1 - Eventbrite reported a quarterly loss of $0.07 per share, which was better than the Zacks Consensus Estimate of a loss of $0.08, but worse than the loss of $0.05 per share a year ago, indicating an earnings surprise of 12.50% [1] - The company posted revenues of $73.83 million for the quarter ended March 2025, surpassing the Zacks Consensus Estimate by 0.90%, but down from $86.25 million in the same quarter last year [2] - Eventbrite shares have declined approximately 35.1% since the beginning of the year, contrasting with the S&P 500's decline of -4.3% [3] Group 2 - The earnings outlook for Eventbrite is mixed, with the current consensus EPS estimate for the coming quarter at -$0.07 on revenues of $73.39 million, and -$0.28 on revenues of $300.92 million for the current fiscal year [7] - The Zacks Industry Rank indicates that the Internet - Services sector is currently in the bottom 40% of over 250 Zacks industries, suggesting potential challenges for stocks in this category [8]

Financial Data and Key Metrics Changes - In Q1 2025, the company reported revenue of $73.8 million, which is at the high end of the guidance range and represents a 14% year-over-year decline primarily due to the elimination of organizer fees [6][20] - Adjusted EBITDA was $4.6 million, reflecting a margin of 6.2%, marking the fifteenth consecutive quarter of positive adjusted EBITDA [6][23] - Operating expenses decreased by 14% year-over-year to $59 million, the lowest since 2022, indicating a focus on expense discipline [14][22] Business Line Data and Key Metrics Changes - Paid ticket volume was down 7.7% year-over-year, but showed improvement compared to previous quarters, which were down 10% and 13.6% [7][20] - Eventbrite Ads revenue increased by 30% year-over-year, indicating strong performance in this segment [12][20] - The Timed Entry solution continues to gain traction, contributing to the overall growth strategy [10][39] Market Data and Key Metrics Changes - Total average monthly app users increased by 13% year-over-year, with Discovery users rising by 16% [9] - The company is focusing on high-intent categories such as music, food and drink, and performing arts, which are expected to drive further growth [43] Company Strategy and Development Direction - The company aims to reintroduce Eventbrite as a platform for discovering live experiences, not just ticketing, through a new app and brand campaign [8] - There is a strong emphasis on improving user engagement and conversion rates through app enhancements and strategic partnerships, such as with TikTok [31][56] - The focus on high-quality creators and events is seen as a key driver for future growth, with a strategy to educate creators on optimizing their event listings [52] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery trajectory, with expectations for returning to paid ticket volume growth in the second half of the year [15][19] - The company is monitoring macroeconomic conditions but believes it has resilience due to its pricing model and the nature of its services [58] Other Important Information - The company announced changes in its executive team, with key leadership transitions that are expected to maintain operational continuity [16][18] - Liquidity remains strong, with $550 million in cash and $240 million in available liquidity, up from $230 million at year-end [15][24] Q&A Session Summary Question: Is the shift to more app-based MAUs an intentional strategy? - Management confirmed that the focus on app-based users is intentional, as app users show higher retention and engagement compared to web users [30] Question: What is the outlook for stock-based compensation? - The CFO indicated that the current stock-based compensation is a good run rate for the remainder of the year, with potential improvements [33] Question: What is driving the growth in Eventbrite Ads? - Management highlighted that Eventbrite Ads is integrated into the marketplace and is performance-driven, leading to a 30% year-over-year growth [36] Question: What is the performance of the Eventbrite app in terms of event categories? - Management noted strong growth in categories where they executed their strategy, particularly in music and performing arts [43] Question: What are the expectations for timed entry events? - Management stated that timed entry expands the addressable market, focusing on attractions and experiences that occur frequently [44] Question: How is the TikTok partnership performing? - Management mentioned that social sharing tools for creators are crucial for driving demand, with TikTok being a significant platform for this strategy [46] Question: What is the philosophy behind the app redesign? - The redesign aims to make Eventbrite the easiest place to find live experiences, enhancing user engagement and conversion to ticket sales [56]

Financial Data and Key Metrics Changes - The company reported Q1 revenue of $73.8 million, at the high end of guidance, but down 14% year over year primarily due to the elimination of organizer fees [5][19] - Adjusted EBITDA was $4.6 million, representing a margin of 6.2%, marking the fifteenth consecutive quarter of positive adjusted EBITDA [22] - Operating expenses decreased by 14% year over year to $59 million, the lowest since 2022, reflecting ongoing expense discipline [13][21] Business Line Data and Key Metrics Changes - Paid ticket volume was down 7.7% year over year, showing improvement from previous quarters where declines were 10% and 13.6% [6][19] - Eventbrite Ads revenue increased by 30% year over year, indicating strong adoption and effectiveness among creators [11][34] Market Data and Key Metrics Changes - Total average monthly app users increased by 13% year over year, with discovery users rising by 16% [8][30] - The company is focusing on improving event matching to enhance user experience and engagement across its platform [9] Company Strategy and Development Direction - The company aims to reintroduce Eventbrite as a destination for live experiences, not just ticketing, through a new app and brand campaign [7] - There is a strategic focus on high-intent users and enhancing the app experience to drive ticket sales and creator engagement [29][56] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in returning to paid ticket volume growth in the second half of the year, despite ongoing challenges from last year's organizer fee reversal [6][14] - The company is monitoring macroeconomic conditions but believes it has resilience due to its pricing model and the nature of its services [57][58] Other Important Information - The company announced changes in its executive team, with key leadership transitions that are expected to maintain operational continuity [15][16] - The liquidity position remains strong with $550 million in cash and $240 million in available liquidity, up from $230 million at year-end [14][23] Q&A Session Summary Question: Is the shift to more app-based MAUs an intentional strategy? - Management confirmed that the focus on app users is intentional, as app users are more engaged and likely to purchase tickets compared to web users [28][30] Question: What is the outlook for stock-based compensation? - Management indicated that the Q1 stock-based compensation is a good run rate for the remainder of the year, with potential improvements [32] Question: What is driving the growth in Eventbrite Ads? - The growth is attributed to the ads being native to the marketplace and performance-driven, with ongoing education for creators on effective usage [34][36] Question: What is the performance of the Eventbrite app in terms of event categories? - Management noted strong growth in categories where they executed their strategy, particularly in music, food and drink, and performing arts [41] Question: What is the strategy for increasing paid creator accounts? - Management highlighted that while the overall number of paid creators is recovering slowly, there is growth in high-quality segments that are more monetizable [48][50] Question: What is the philosophy behind the app redesign? - The redesign aims to enhance user engagement and conversion to ticket sales, making Eventbrite the easiest place to find live experiences [55] Question: Is there an impact from macro conditions on the full-year outlook? - Management stated that they are not currently seeing clear impacts from macro pressures but are monitoring the situation closely [57][58]

Financial Data and Key Metrics Changes - In Q1 2025, the company reported revenue of $73.8 million, which is at the high end of the guidance range and represents a 14% year-over-year decline primarily due to the elimination of organizer fees [6][20] - Adjusted EBITDA was $4.6 million, reflecting a margin of 6.2%, marking the fifteenth consecutive quarter of positive adjusted EBITDA [6][23] - Operating expenses decreased by 14% year-over-year to $59 million, the lowest since 2022, indicating a focus on expense discipline [15][22] Business Line Data and Key Metrics Changes - Paid ticket volume was down 7.7% year-over-year, showing improvement from previous quarters where declines were 10% and 13.6% [7][20] - Eventbrite Ads revenue increased by 30% year-over-year, demonstrating strong performance and adoption among creators [13][20] Market Data and Key Metrics Changes - Total average monthly app users increased by 13% year-over-year, with discovery users rising by 16% [10][20] - The company is focusing on improving event matching within its marketplace to enhance user experience and engagement [11] Company Strategy and Development Direction - The company aims to reintroduce Eventbrite as a platform for discovering live experiences, not just ticketing, through a new app and brand campaign [8] - There is a strategic focus on enhancing the consumer app experience, which is expected to drive higher engagement and ticket sales [30][60] - The introduction of timed entry capabilities is seen as a significant opportunity for growth, expanding the addressable market [44] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the recovery trajectory, reaffirming the full-year financial outlook despite macroeconomic uncertainties [19][61] - The company is monitoring market sentiment closely but believes it has resilience due to its pricing structure and the nature of its offerings [61][62] Other Important Information - The company announced changes in its executive team, with key leadership transitions that are expected to maintain operational continuity [17] - The liquidity position remains strong, with $550 million in cash and $240 million in available liquidity, up from $230 million at year-end [16][24] Q&A Session Summary Question: Is the shift to more app-based MAUs an intentional strategy? - Management confirmed that the focus on app-based users is intentional, as app users show higher engagement and conversion rates compared to web users [30] Question: What is supporting the growth in Eventbrite Ads? - The growth is attributed to the native integration of ads within the marketplace, which is performance-driven and creator-led, indicating strong product-market fit [36] Question: What is the strategy for increasing paid creator accounts? - While the overall number of paid creators is recovering slowly, there is growth in high-quality segments, particularly among large and frequent creators [52] Question: What are the goals of the app redesign? - The redesign aims to enhance user engagement and conversion to ticket sales, making Eventbrite the go-to platform for discovering live experiences [60] Question: How is the company addressing macroeconomic conditions? - Management noted that they are not currently seeing significant impacts from macro pressures and believe their business model offers resilience [61][62]

Q1 2025 Results - Paid tickets reached 19.6 million, a 7.7% year-over-year decrease, showing a 250 basis points improvement from Q4 2024's 10.2% decline[19] - Gross ticket sales totaled $775 million, down 9% year-over-year[11] - Net revenue was $73.8 million, a 14% decrease year-over-year, attributed to lower marketplace revenue (-48% Y/Y) and ticketing revenue (-9% Y/Y)[27] - Net loss amounted to $6.6 million, compared to a $4.5 million net loss in the prior year[31] - Adjusted EBITDA was $4.6 million, with an Adjusted EBITDA margin of 6.2%[34] - Operating expenses decreased by 14% year-over-year to $59.2 million[37] User Engagement - Average Monthly Active Users (MAUs) reached 87.6 million, a 3% year-over-year increase, driven by app MAUs growth after the rebrand and app refresh[23] - Average app monthly active users increased 13% year-over-year[21] Financial Position - Available liquidity stood at $241 million after repaying $120 million principal of 2025 notes[43, 42] - Total debt outstanding is $358 million[42] - Stock-based compensation decreased by 27% year-over-year[40] Business Outlook - The company anticipates Q2 2025 net revenue to be in the range of $70 million to $73 million with an Adjusted EBITDA margin in the 3% to 4% range[46] - The company expects fiscal year 2025 net revenue in the range of $295 million to $310 million with an Adjusted EBITDA margin in the mid-single digit percentage range[47]

PART I. FINANCIAL INFORMATION [Unaudited Condensed Consolidated Financial Statements](index=4&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The unaudited condensed consolidated financial statements for the quarter ended March 31, 2025, show a decrease in net revenue and an increase in net loss compared to the same period in 2024 - The company operates a two-sided marketplace connecting event creators and consumers. It has determined it operates as a single operating segment, with performance assessed on a consolidated basis by the CEO[23](index=23&type=chunk)[33](index=33&type=chunk) - The company revised its prior period condensed consolidated statement of cash flows for Q1 2024 to correct an error related to foreign currency exchange, which was deemed not material to previously reported periods[28](index=28&type=chunk) [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets were $812.3 million, an increase from $752.3 million at year-end 2024, driven by a rise in cash and cash equivalents Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $502,911 | $416,531 | | Total current assets | $615,370 | $552,496 | | Total assets | $812,283 | $752,301 | | **Liabilities & Equity** | | | | Accounts payable, creators | $352,445 | $300,174 | | Total current liabilities | $422,964 | $366,373 | | Total liabilities | $639,029 | $582,072 | | Total stockholders' equity | $173,254 | $170,229 | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For the three months ended March 31, 2025, Eventbrite reported a net revenue of $73.8 million, a 14.4% decrease from $86.3 million in the prior-year period Q1 2025 vs. Q1 2024 Performance (in thousands, except per share data) | Metric | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net revenue | $73,833 | $86,252 | | Gross profit | $49,427 | $61,220 | | Loss from operations | $(9,724) | $(7,570) | | Net loss | $(6,611) | $(4,490) | | Net loss per share, diluted | $(0.07) | $(0.05) | [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For Q1 2025, net cash provided by operating activities was $59.4 million, a decrease from $68.6 million in Q1 2024, primarily due to changes in operating assets and liabilities Cash Flow Summary (in thousands) | Activity | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net cash provided by operating activities | $59,426 | $68,553 | | Net cash provided by investing activities | $24,270 | $39,347 | | Net cash used in financing activities | $(615) | $(14,622) | | **Net increase in cash, cash equivalents and restricted cash** | **$86,380** | **$90,740** | [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's revenue recognition policies, debt structure, and equity plans - Revenue is primarily derived from ticketing fees (recorded net) and payment processing fees (recorded gross for EPP). In September 2024, the company discontinued its per-event 'Flex' plan and now offers an annual or monthly 'Pro' subscription for enhanced marketing tools[36](index=36&type=chunk)[38](index=38&type=chunk)[42](index=42&type=chunk) - The company has two outstanding convertible senior notes: **0.750% notes due 2026 with a principal of $212.8 million**, and **5.000% notes due 2025 with a principal of $30.0 million**[70](index=70&type=chunk) - A share repurchase program was approved in March 2024 for up to **$100.0 million**. As of March 31, 2025, approximately **$50.0 million remained available** for future repurchases. No shares were repurchased in Q1 2025[85](index=85&type=chunk) - Stock-based compensation expense was **$10.2 million** in Q1 2025, a **decrease from $14.0 million** in Q1 2024[92](index=92&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the 14% year-over-year decline in Q1 2025 net revenue to lower paid ticket volume and a reduction in organizer fee revenue following changes to its pricing plans [Key Business Metrics and Non-GAAP Financial Measures](index=20&type=section&id=Key%20Business%20Metrics%20and%20Non-GAAP%20Financial%20Measures) The company monitors paid ticket volume and Adjusted EBITDA as key performance indicators Paid Ticket Volume (in thousands) | Period | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Paid ticket volume | 19,585 | 21,216 | Adjusted EBITDA Reconciliation (in thousands) | Line Item | Q1 2025 | Q1 2024 | | :--- | :--- | :--- | | Net loss | $(6,611) | $(4,490) | | Adjustments | $11,184 | $14,903 | | **Adjusted EBITDA** | **$4,573** | **$10,413** | [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Net revenue for Q1 2025 decreased by 14% year-over-year to $73.8 million, primarily due to lower paid ticket volume and changes to organizer fee pricing - Net revenue **decreased by $12.4 million (14%) YoY**, primarily due to lower ticketing revenue from a decrease in paid ticket volume and a reduction in revenue from organizer fees after discontinuing the Flex plan[109](index=109&type=chunk) - Gross margin **decreased from 71% to 67% YoY**, mainly because of the discontinuation of the higher-margin Flex plan and reduced pricing for the Pro plan[113](index=113&type=chunk) - Product development expenses **decreased by 22% YoY** due to reduced personnel costs, including stock-based compensation[116](index=116&type=chunk) - Sales, marketing and support expenses **increased by 3% YoY**, primarily due to higher personnel costs from expanding the sales organization[118](index=118&type=chunk) - General and administrative expenses **decreased by 21% YoY**, driven by lower personnel costs and professional services spend[120](index=120&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company held $502.9 million in cash and cash equivalents and $48.0 million in restricted cash - As of March 31, 2025, the company had **cash and cash equivalents of $502.9 million** and **restricted cash of $48.0 million**[131](index=131&type=chunk) - The company has **$352.4 million in 'accounts payable, creators'** and assumes risk related to advance payouts, with a **reserve of $10.5 million** for chargebacks and refunds as of March 31, 2025[132](index=132&type=chunk) - The company has remaining obligations for its **2025 Notes (due Dec 2025)** and **2026 Notes (due Sep 2026)**[133](index=133&type=chunk) - As of March 31, 2025, **$50.0 million remained available** under the company's **$100.0 million share repurchase program**[134](index=134&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks from changes in interest rates and foreign currency exchange rates - The company's primary market risk is interest income sensitivity on its cash and cash equivalents. The fixed-rate Convertible Notes are not exposed to interest rate risk, though their fair value may fluctuate[146](index=146&type=chunk) - The company has significant ticket sales in foreign currencies, notably the British Pound, Euro, Canadian Dollar, and Australian Dollar, exposing it to foreign currency exchange rate risk[147](index=147&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and concluded they were effective as of March 31, 2025 - The principal executive officer and principal financial officer concluded that as of March 31, 2025, the company's disclosure controls and procedures were **effective**[149](index=149&type=chunk) - No changes occurred during the quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[150](index=150&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is subject to litigation and claims in the ordinary course of business - The company may be a party to litigation and claims incident to the ordinary course of business. Details are provided in Note 16 of the financial statements[153](index=153&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes from the risk factors disclosed in the company's Annual Report on Form 10-K for the fiscal year 2024 - No material changes have occurred from the risk factors set forth in the 2024 Form 10-K, but supplemental risk factors are provided[154](index=154&type=chunk) [Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities](index=31&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%2C%20Use%20of%20Proceeds%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) During the three months ended March 31, 2025, the company did not have any sales of unregistered equity securities - There were **no sales of unregistered equity securities** during the three months ended March 31, 2025[156](index=156&type=chunk) - There were **no issuer purchases of equity securities** during the three months ended March 31, 2025[157](index=157&type=chunk) [Other Information](index=31&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted, terminated, or modified any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the three months ended March 31, 2025 - **No directors or officers adopted, terminated, or modified any written trading arrangements** under Rule 10b5-1 during the first quarter of 2025[159](index=159&type=chunk) [Exhibits](index=32&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with or incorporated by reference into the Quarterly Report on Form 10-Q, including certifications by the CEO and CFO, and Inline XBRL documents - The report includes an index of all exhibits filed, such as the Form of Performance Stock Unit Award Agreement and certifications from the Principal Executive Officer and Principal Financial Officer[161](index=161&type=chunk)[162](index=162&type=chunk)