Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2018 | Aug. 03, 2018 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ETSY INC | |
Entity Central Index Key | 1,370,637 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 119,753,433 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 357,820 | $ 315,442 |
Short-term investments | 209,689 | 25,108 |
Accounts receivable, net of allowance for doubtful accounts of $3,568 and $2,687 as of June 30, 2018 and December 31, 2017, respectively | 30,615 | 33,677 |
Prepaid and other current assets | 18,558 | 20,379 |
Funds receivable and seller accounts | 49,551 | 44,658 |
Total current assets | 666,233 | 439,264 |
Restricted cash | 5,341 | 5,341 |
Property and equipment, net of accumulated depreciation and amortization of $75,969 and $66,226 as of June 30, 2018 and December 31, 2017, respectively | 117,024 | 117,617 |
Goodwill | 37,959 | 38,541 |
Intangible assets, net of accumulated amortization | 38,077 | 4,100 |
Other assets | 676 | 720 |
Total assets | 865,310 | 605,583 |
Current liabilities: | ||
Accounts payable | 14,760 | 13,622 |
Accrued expenses | 35,447 | 28,743 |
Capital lease obligations—current | 4,376 | 5,798 |
Funds payable and amounts due to sellers | 49,551 | 44,658 |
Deferred revenue | 6,440 | 6,262 |
Other current liabilities | 2,925 | 3,394 |
Total current liabilities | 113,499 | 102,477 |
Capital lease obligations—net of current portion | 2,806 | 4,115 |
Deferred tax liabilities | 32,292 | 23,786 |
Facility financing obligation | 60,025 | 60,049 |
Long-term debt, net | 269,133 | 0 |
Other liabilities | 17,464 | 18,262 |
Total liabilities | 495,219 | 208,689 |
Commitments and Contingencies | ||
Stockholders’ equity: | ||
Common stock ($0.001 par value, 1,400,000,000 shares authorized as of June 30, 2018 and December 31, 2017; 119,545,384 and 121,769,238 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively) | 120 | 122 |
Preferred Stock ($0.001 par value, 25,000,000 shares authorized as of June 30, 2018 and December 31, 2017) | 0 | 0 |
Additional paid-in capital | 546,121 | 499,441 |
Accumulated deficit | (169,602) | (96,290) |
Accumulated other comprehensive loss | (6,548) | (6,379) |
Total stockholders’ equity | 370,091 | 396,894 |
Total liabilities and stockholders’ equity | $ 865,310 | $ 605,583 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Net of allowance for doubtful accounts | $ 3,568 | $ 2,687 |
Accumulated depreciation and amortization | $ 75,969 | $ 66,226 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,400,000,000 | 1,400,000,000 |
Common stock, shares issued (in shares) | 119,545,384 | 121,769,238 |
Common stock, shares outstanding (in shares) | 119,545,384 | 121,769,238 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenues | $ 132,387 | $ 101,692 | $ 253,299 | $ 198,583 |
Cost of revenue | 45,409 | 35,724 | 86,704 | 70,383 |
Gross profit | 86,978 | 65,968 | 166,595 | 128,200 |
Operating expenses: | ||||
Marketing | 28,941 | 27,521 | 55,135 | 50,975 |
Product development | 23,568 | 21,754 | 44,289 | 39,870 |
General and administrative | 21,707 | 28,411 | 40,611 | 51,174 |
Total operating expenses | 74,216 | 77,686 | 140,035 | 142,019 |
Income (loss) from operations | 12,762 | (11,718) | 26,560 | (13,819) |
Other (expense) income: | ||||
Interest expense | (6,125) | (2,696) | (9,889) | (5,287) |
Interest and other income | 2,438 | 543 | 3,535 | 982 |
Foreign exchange (loss) gain | (4,450) | 16,103 | (2,600) | 18,883 |
Total other (expense) income | (8,137) | 13,950 | (8,954) | 14,578 |
Income before income taxes | 4,625 | 2,232 | 17,606 | 759 |
(Provision) benefit for income taxes | (1,246) | 9,437 | (1,260) | 10,489 |
Net income | $ 3,379 | $ 11,669 | $ 16,346 | $ 11,248 |
Net income per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.03 | $ 0.10 | $ 0.14 | $ 0.10 |
Diluted (in dollars per share) | $ 0.03 | $ 0.10 | $ 0.13 | $ 0.10 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 119,450,194 | 116,933,216 | 120,819,201 | 116,453,790 |
Diluted (in shares) | 125,551,759 | 120,723,938 | 126,186,664 | 120,424,631 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 3,379 | $ 11,669 | $ 16,346 | $ 11,248 |
Other comprehensive loss: | ||||
Cumulative translation adjustment | (276) | (13,381) | (152) | (16,336) |
Unrealized gains (losses) on marketable securities, net of tax | 9 | 11 | (17) | (11) |
Total other comprehensive loss | (267) | (13,370) | (169) | (16,347) |
Comprehensive income (loss) | $ 3,112 | $ (1,701) | $ 16,177 | $ (5,099) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Balance at beginning of period at Dec. 31, 2017 | $ 396,894 | $ 122 | $ 499,441 | $ (96,290) | $ (6,379) |
Balance at beginning of period (in shares) at Dec. 31, 2017 | 121,769,238 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | 14,450 | 14,450 | |||
Exercise of vested options | $ 10,725 | $ 1 | 10,724 | ||
Exercise of vested options (in shares) | 947,642 | 947,642 | |||
Issuance of convertible senior notes, net of issuance costs and taxes | $ 54,214 | 54,214 | |||
Purchase of capped call, net of taxes | (26,243) | (26,243) | |||
Vesting of restricted stock units, net of shares withheld | (7,898) | (7,898) | |||
Vesting of restricted stock units, net of shares withheld (in shares) | 358,838 | ||||
Stock repurchase | (89,661) | $ (3) | 0 | (89,658) | |
Stock repurchase (in shares) | (3,530,334) | ||||
Stock-based compensation—acquisitions | 1,433 | 1,433 | |||
Other comprehensive loss | (169) | (169) | |||
Net income | 16,346 | 16,346 | |||
Balance at period end at Jun. 30, 2018 | $ 370,091 | $ 120 | $ 546,121 | $ (169,602) | $ (6,548) |
Balance at period end (in shares) at Jun. 30, 2018 | 119,545,384 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Cash flows from operating activities | ||
Net income | $ 16,346 | $ 11,248 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 13,638 | 10,592 |
Stock-based compensation expense—acquisitions | 1,433 | 2,455 |
Depreciation and amortization expense | 12,677 | 13,598 |
Bad debt expense | 1,961 | 863 |
Foreign exchange loss (gain) | 2,600 | (18,883) |
Amortization of debt issuance costs | 475 | 110 |
Non-cash interest expense | 4,335 | 4,368 |
Interest on marketable securities | (922) | 302 |
Loss on disposal of assets | 26 | 89 |
Deferred income taxes | (377) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 922 | 1,008 |
Funds receivable and seller accounts | (5,272) | (4,436) |
Prepaid expenses and other current assets | 2,545 | (13,172) |
Other assets | 32 | (54) |
Accounts payable | 368 | (2,282) |
Accrued and other current liabilities | 5,975 | 3,928 |
Funds payable and amounts due to sellers | 5,272 | 4,436 |
Deferred revenue | 233 | 27 |
Other liabilities | 4,245 | 1,251 |
Net cash provided by operating activities | 66,512 | 15,448 |
Cash flows from investing activities | ||
Cash paid for asset acquisition | (35,323) | 0 |
Purchases of property and equipment | (304) | (3,593) |
Development of internal-use software | (8,146) | (6,604) |
Purchases of marketable securities | (234,149) | (29,462) |
Sales of marketable securities | 50,472 | 69,290 |
Net cash (used in) provided by investing activities | (227,450) | 29,631 |
Cash flows from financing activities | ||
Repurchase of stock for tax on RSU vesting | (7,898) | (2,028) |
Repurchase of stock | (89,661) | 0 |
Proceeds from exercise of stock options | 10,725 | 6,376 |
Proceeds from issuance of convertible senior notes | 345,000 | 0 |
Payment of debt issuance costs | (9,561) | 0 |
Purchase of capped call | (34,224) | 0 |
Payments on capital lease obligations | (3,421) | (3,742) |
Payments on facility financing obligation | (5,469) | (1,224) |
Net cash provided by (used in) financing activities | 205,491 | (618) |
Effect of exchange rate changes on cash | (2,175) | 832 |
Net increase in cash, cash equivalents and restricted cash | 42,378 | 45,293 |
Cash, cash equivalents and restricted cash at beginning of period | 320,783 | 186,933 |
Cash, cash equivalents and restricted cash at end of period | 363,161 | 232,226 |
Supplemental non-cash disclosures | ||
Equipment acquired under capital lease obligations | 690 | 5,152 |
Stock-based compensation capitalized in development of capitalized software | 812 | 525 |
Additions to development of internal-use software and property and equipment included in accounts payable and accrued expenses | 1,663 | 176 |
Debt issuance costs included in accounts payable and accrued expenses | $ 406 | $ 0 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies Description of Business Etsy, Inc. (the “Company” or “Etsy”) is the global marketplace for unique and creative goods. The Company generates revenue primarily from transaction and listing fees, Etsy Payments fees, Promoted Listing fees, Etsy Shipping Label sales, and Pattern by Etsy fees. Basis of Consolidation The Consolidated Financial Statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications Certain items in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation reflected in the Consolidated Financial Statements. Specifically, the Company reclassified $33.4 million and $63.2 million previously included in Services revenue to Marketplace revenue (see “ Note 2—Revenue ”) for the three and six months ended June 30, 2017 , respectively, to conform to the current year presentation in connection with the adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . Additionally, the Company reclassified $5.3 million on the Consolidated Statement of Cash Flows in the six months ended June 30, 2017 to include restricted cash in the beginning and ending cash, cash equivalents and restricted cash balances to conform to the current year presentation upon adoption of Accounting Standards Update (“ASU”) 2016-18, Statement of Cash Flows: Restricted Cash. Correction of Errors During the three months ended June 30, 2018 , the Company recorded $2.8 million of revenue and $1.4 million of cost of revenue as correction of errors related to the years ended December 31, 2017 and 2016 . The Company has concluded that the errors and their correction were not material to the Consolidated Financial Statements for any of the periods impacted nor are they expected to be material for the estimated 2018 results. Unaudited Interim Financial Information The accompanying Consolidated Balance Sheet as of June 30, 2018 , the Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2018 and 2017 , the Consolidated Statements of Cash Flows for the six months ended June 30, 2018 and 2017 and the Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2018 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual Consolidated Financial Statements except for new accounting standards adopted as of January 1, 2018 as disclosed below, and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position as of June 30, 2018 , results of operations for the three and six months ended June 30, 2018 and 2017 and cash flows for the six months ended June 30, 2018 and 2017 . The results for these interim periods are not necessarily indicative of the results to be anticipated for the full annual period or any future period. The financial data and the other information disclosed in these Notes to the Consolidated Financial Statements related to these three and six month periods are unaudited. These unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 1, 2018 (the “Annual Report”). During the first quarter of 2018, the Company adopted the accounting principles outlined within ASU 2014-09, Revenue from Contracts with Customers , and ASU 2016-18, Statement of Cash Flows: Restricted Cash, each as described below . There have been no additional material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report. Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations; income taxes; website development costs and internal-use software; purchase price allocations for business combinations; valuation of goodwill and intangible assets; leases; stock-based compensation; restructuring and other exit costs (income); and fair value of financial instruments. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. Cash, Cash Equivalents and Short-term Investments The Company considers all investments with an original maturity of three months or less at time of purchase to be cash equivalents. Cash restricted by third parties is not considered cash and cash equivalents. Short-term investments, consisting primarily of commercial paper, corporate bonds and U.S. Government and agency securities with original maturities of greater than three months but less than one year when purchased, are classified as available-for-sale and are reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of related estimated income tax provisions or benefits. The following table provides cash, cash equivalents and short-term investments within the Consolidated Balance Sheets as of the dates indicated (in thousands): As of As of Cash and cash equivalents $ 357,820 $ 315,442 Short-term investments 209,689 25,108 Total cash, cash equivalents and short-term investments $ 567,509 $ 340,550 Revenue Recognition The Company’s revenue is diversified; generated from a mix of marketplace activities and other optional services to help Etsy sellers start, manage and scale their business. Revenues are recognized as the Company transfers control of promised goods or services to Etsy sellers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk and has the latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, revenue is recorded either gross or net of costs associated with the transaction. Sales and usage-based taxes are excluded from revenues. See “ Note 2—Revenue ” for additional information regarding revenue recognition. Income Taxes The Company's income tax (provision) benefit for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized, recording of excess tax benefits related to stock-based compensation and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. Net Income Per Share Basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and stock-based compensation awards is reflected in diluted net income per share by application of the treasury stock method. Since the Company expects to settle in cash the principal outstanding under the 0% Convertible Senior Notes due 2023 the Company issued in March 2018 (the “Notes,” see “ Note 3—Convertible Debt ”), it uses the treasury stock method when calculating the potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's common stock for a given period exceeds the conversion price of $36.27 per share. The calculation of diluted net income per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases , and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which require a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on the Consolidated Balance Sheets resulting in the recording of right-of-use assets and lease obligations. The Company is currently evaluating whether there are any additional impacts this guidance will have on its Consolidated Financial Statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from non-employees. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of the new guidance and does not anticipate the update to have a material impact on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which replaces existing revenue recognition guidance. The new guidance was effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the requirements of the new guidance as of January 1, 2018, utilizing the full retrospective method of transition. In connection with the adoption, the company reclassified Etsy Payments revenue from Services revenue to Marketplace revenue in the Consolidated Statements of Operations. Aside from this presentation reclassification, adoption of the new guidance did not result in changes to the prior year or current year Consolidated Financial Statements. See “ Note 2—Revenue ” for additional information regarding revenue recognition. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. The Company adopted this standard in the first quarter of 2018 utilizing the full retrospective method of transition. As a result of this guidance, the Company reclassified $5.3 million on the Consolidated Statement of Cash Flows in the six months ended June 30, 2018 and 2017 to include restricted cash in the beginning and ending cash, cash equivalent and restricted cash balances. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows (in thousands): Six Months Ended June 30, 2018 2017 Beginning balance: Cash and cash equivalents $ 315,442 $ 181,592 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 320,783 $ 186,933 Ending balance: Cash and cash equivalents $ 357,820 $ 226,885 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 363,161 $ 232,226 The balances included in restricted cash represent amounts held as collateral associated with the lease of the Company's Brooklyn, New York headquarters. This standard had no other impact to the Consolidated Financial Statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2—Revenue The following table summarizes revenue by type of service for the periods presented (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Marketplace revenue (1) $ 91,306 $ 75,445 $ 179,273 $ 146,007 Services revenue 39,507 25,440 72,112 49,584 Other revenue 1,574 807 1,914 2,992 Revenue $ 132,387 $ 101,692 $ 253,299 $ 198,583 (1) Etsy Payments revenue for the three and six months ended June 30, 2018 has been classified and presented within Marketplace revenue. Comparative periods have been reclassified to conform to current period presentation. Marketplace Revenue : As members of the Etsy marketplace, Etsy sellers receive the benefit of marketplace activities, including listing items for sale, completing sales transactions, and payments processing, which represents a single stand-ready performance obligation. Etsy sellers pay a fixed listing fee of $0.20 for each item listed on Etsy.com for a period of four months or, if earlier, until a sale occurs. Variable fees include the 3.5% transaction fee that an Etsy seller pays for each completed transaction, exclusive of shipping fees charged, and Etsy Payments fees for processing payments, including foreign currency payments. Etsy Payments processing fees vary between 3 - 4% of an item’s total sale price, including shipping, plus a flat fee per order, depending on the country in which a seller's bank account is located. When a foreign currency payment is processed, an additional 2.5 - 5% transaction fee is applied. The listing fee is recognized ratably over a four -month listing period, unless the item is sold or the seller relists it, at which time any remaining listing fee is recognized. The 3.5% transaction fee and Etsy Payments fees are recognized when the corresponding transaction is consummated. Listing fees are nonrefundable while transaction fees and Etsy Payments fees are recorded net of refunds. Services revenue : Services revenue is derived from optional services offered to Etsy sellers, which include Promoted Listings, Etsy Shipping Labels, and Pattern by Etsy. Each service below represents an individual obligation that the Company must perform when an Etsy seller chooses to use the service. • Revenue from Promoted Listings, the Company's on-site advertising service, consists of cost-per-click fees an Etsy seller pays for prominent placement of the seller's listings in search results in the Company's marketplace. Promoted Listings fees are based on an auction system, which utilizes the budget that each Etsy seller sets when using Promoted Listings to determine the cost-per-click fee. Promoted Listing fees are nonrefundable and are charged to a seller’s Etsy bill when the Promoted Listing is clicked; at which time revenue is recognized. • Revenue from Etsy Shipping Labels consists of fees an Etsy seller pays the Company when the seller purchases shipping labels through our platform, net of the cost the Company incurs in purchasing those shipping labels. The Company provides sellers access to purchase shipping labels from the United States Postal Service, FedEx, and Canada Post at discounted pricing due to the volume of purchases through its platform. The Company recognizes Etsy Shipping Label revenue when an Etsy seller purchases a shipping label. The Company recognizes Etsy Shipping Label revenue on a net basis as the Company is an agent in this arrangement and does not take ownership of shipping labels prior to transferring the labels to the Etsy Seller. Etsy Shipping Label revenue is recorded net of refunds. • Revenue from Pattern by Etsy consists of monthly subscription fees an Etsy seller pays to use the Company's custom website services. The Company recognizes revenue from Pattern ratably over the term of the subscription. The Pattern subscription fee is $15 per month and is nonrefundable. Other revenue : Other revenue typically includes revenue generated from commercial partnerships, which are recognized as the customer in each contract consumes the benefit of the service Etsy provides in each arrangement. Payment terms Etsy sellers receive a bill electronically on the first day of each month for the previous month’s charges, including all listing fees, transactions fees, Promoted Listing fees, Etsy Shipping Labels fees, and Pattern fees. Payment is due by the 15th of every month. Etsy Payments fees are deducted from the funds credited to the seller's shop payment account prior to settlement of those funds to the seller’s bank account. Contract balances Deferred revenues The Company records deferred revenues when cash payments are received or due in advance of the completion of the listing period, which represents the value of the Company's unsatisfied performance obligations. Deferred listing revenue is recognized ratably over the remainder of the four -month listing period, unless the item is sold or the seller relists it, at which time any remaining listing fee is recognized. The following table summarizes the deferred revenue activity during the period indicated (in thousands): Three Months Ended Six Months Ended 2018 2018 Balance as of the beginning of the period $ 6,464 $ 6,262 Cash payments received or due 18,452 36,603 Revenue recognized in the period (18,476 ) (36,425 ) Balance as of the end of the period $ 6,440 $ 6,440 Significant Judgments Judgment is required to assess the nature of the services that the Company promises to its customers and the timing of satisfaction of those promised services. For services that are refundable, the Company accounts for the right of return as a refund liability and reduction of revenue recognized in the amount of refunds that are expected to be issued. Refunds are estimated monthly, are based on historical refund patterns, and are updated at the end of each reporting period as additional information becomes available. Subsequent Event After June 30, 2018, the Company increased the seller transaction fee effective as of July 16, 2018 from 3.5% to 5% , and it will also apply to the cost of shipping in addition to the cost of the item. After June 30, 2018, the Company also launched Etsy Plus, a new subscription package, which sellers can opt into for an introductory rate of $10 per month, and $20 per month starting January 1, 2019. Etsy Plus is intended to support sellers who are seeking to grow their businesses using a suite of enhanced tools, such as marketing, advertising, and branding. Sellers who do not opt into Etsy Plus continue to have access to the same tools and services that are already available on Etsy without an additional monthly fee as part of the Etsy Standard offering . |
Convertible Debt
Convertible Debt | 6 Months Ended |
Jun. 30, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Debt | Note 3—Convertible Debt In March 2018 , the Company issued $345.0 million aggregate principal amount of 0% Convertible Senior Notes due 2023 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sale of the Notes were $335.0 million after deducting the initial purchasers' discount and offering expenses. The Notes are convertible based upon an initial conversion rate of 27.5691 shares of the Company’s common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $36.27 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock. The Company will settle any conversions of the Notes in cash, shares of the Company’s common stock or a combination thereof, with the form of consideration determined at the Company’s election. The Notes will mature on March 1, 2023 , unless earlier converted or repurchased. Prior to the close of business on the business day immediately preceding November 1, 2022 , holders may convert all or a portion of their Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on June 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) with respect to any or all of the Notes called for redemption by the Company prior to the close of business on the business day immediately preceding November 1, 2022 , holders may convert all or any portion of their notes at any time prior to the close of business on the second scheduled trading day prior to the redemption date, even if the notes are not otherwise convertible at such time; (4) upon the occurrence of specified corporate events. On and after November 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be repurchased. Holders of Notes who convert their Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the Notes. As of June 30, 2018 , none of the conditions permitting the holders of the Notes to early convert had been met. Therefore the Notes are classified as long-term debt. The Notes are general unsecured obligations of the Company. The Notes rank senior in right of payment to all of the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment with all of our liabilities that are not so subordinated; are effectively junior to any of the Company’s secured indebtedness; and are structurally junior to all indebtedness and liabilities (including trade payables) of the Company’s subsidiaries. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company's own stock, was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amount of the Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and accreted over the period from the date of issuance to the contractual maturity date, resulting in the recognition of non-cash interest expense. The equity component of the Notes of approximately $72.8 million is included in additional paid-in capital in the Consolidated Balance Sheet and is not remeasured as long as it continues to meet the conditions for equity classification. Transaction costs were allocated to the liability and equity components in the same proportion as the allocation of the proceeds. Transaction costs attributable to the liability component were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheet and are amortized to interest expense using the effective interest method over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in stockholders’ equity. Non-cash interest expense related to the Notes for the three and six months ended June 30, 2018 was $3.6 million and $4.8 million , respectively. Total unamortized debt issuance costs were $7.4 million as of June 30, 2018 . The estimated fair value of the Notes was $275.4 million as of June 30, 2018 . The estimated fair value of the Notes was determined through consideration of quoted market prices for similar instruments. The fair value is classified as Level 2, as defined in “ Note 7—Fair Value Measurements .” Capped Call Transactions The Company used $34.2 million of the net proceeds from the Notes offering to enter into separate capped call transactions (“Capped Call Transactions”) with the initial purchasers and/or their respective affiliates. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $52.76 per share of the Company’s common stock, which represents a premium of 100% over the last reported sale price of the Company’s common stock on March 8, 2018 , and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company's stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within stockholders’ equity. |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Note 4—Stock-based Compensation During the three and six months ended June 30, 2018 , the Company granted stock options and restricted stock units (“RSUs”) under its 2015 Equity Incentive Plan (“2015 Plan”) and, pursuant to the evergreen increase provision of the 2015 Plan, the Board of Directors approved an increase of 6,088,461 shares to the total number of shares available for issuance under the 2015 Plan effective as of January 2, 2018. At June 30, 2018 , 29,436,374 shares were authorized under the 2015 Plan and 18,215,562 shares were available for future grant. The fair value of options granted in the periods presented below using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Six Months Ended 2018 2017 2018 2017 Volatility 38.6% - 42.1% 41.7% - 44.2% 38.6% - 42.1% 41.7% - 44.2% Risk-free interest rate 2.8% - 2.9% 1.9% - 2.0% 2.6% - 2.9% 1.9% - 2.0% Expected term (in years) 5.5 - 6.08 5.5 - 6.3 5.5 - 6.25 5.5 - 6.3 Dividend rate —% —% —% —% The following table summarizes the activity for the Company's options during the six months ended June 30, 2018 (in thousands except share and per share amounts): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2017 7,947,939 $ 11.02 Granted 742,709 28.11 Exercised (947,642 ) 11.32 Forfeited/Canceled (148,365 ) 13.07 Outstanding at June 30, 2018 7,594,641 12.61 8.31 $ 224,619 Total exercisable at June 30, 2018 2,814,740 10.57 7.31 89,010 The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested during the three and six months ended June 30, 2018 and 2017 (in thousands except per share amounts): Three Months Ended Six Months Ended 2018 2017 2018 2017 Weighted-average grant date fair value of options granted $ 13.51 $ 4.73 $ 12.50 $ 4.71 Intrinsic value of options exercised 1,397 11,135 11,196 12,866 Fair value of awards vested 11,469 6,695 14,399 10,485 The total unrecognized compensation expense at June 30, 2018 related to the Company's options was $27.5 million , which will be recognized over an estimated weighted-average amortization period of 3.07 years. The following table summarizes the activity for the Company's unvested RSUs during the six months ended June 30, 2018 : Shares Weighted-Average Unvested at December 31, 2017 3,074,247 $ 11.98 Granted 2,141,543 25.70 Vested (650,978 ) 11.00 Forfeited/Canceled (215,469 ) 13.76 Unvested at June 30, 2018 4,349,343 19.66 The total unrecognized compensation expense at June 30, 2018 related to the Company's unvested RSUs was $75.2 million , which will be recognized over an estimated weighted-average amortization period of 3.39 years. Total stock-based compensation expense included in the Consolidated Statements of Operations for the periods presented below is as follows (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Cost of revenue $ 927 $ 398 $ 1,473 $ 762 Marketing 699 528 1,177 972 Product development 4,025 2,053 6,664 4,073 General and administrative 2,966 5,183 5,757 7,240 Total stock-based compensation expense $ 8,617 $ 8,162 $ 15,071 $ 13,047 Total stock-based compensation expense in the three months ended June 30, 2018 and 2017 includes $0.7 million and $1.6 million in acquisition-related stock-based compensation expense, respectively. Total stock-based compensation expense in the six months ended June 30, 2018 and 2017 includes $1.4 million and $2.5 million in acquisition-related stock-based compensation expense, respectively. Total stock-based compensation expense in the three and six months ended June 30, 2017 includes $1.7 million of costs associated with the Actions (as defined below) approved by the Board of Directors during the second quarter of 2017 discussed in “ Note 13—Restructuring and Other Exit Costs (Income) .” |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | Note 5—Stockholders’ Equity In November 2017, the Board of Directors approved a stock repurchase program that enabled the Company to repurchase up to $100 million of its common stock. The program was completed in the second quarter of 2018. Under the stock repurchase program, the Company was able to purchase shares of its common stock through various means, including open market transactions, privately negotiated transactions, tender offers, or any combination thereof. In addition, open market repurchases of common stock could be made pursuant to trading plans established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which permitted common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The following table summarizes the Company's share repurchase activity, excluding shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units (in thousands except share and per share amounts): Shares Repurchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of December 31, 2017 586,231 $ 17.57 $ 10,301 $ 89,699 Repurchases of common stock for the three months ended: March 31, 2018 2,807,393 24.43 68,586 (68,586 ) June 30, 2018 722,941 29.15 21,113 (21,113 ) Balance as of June 30, 2018 4,116,565 $ 24.28 $ 100,000 $ — (1) Average price paid per share excludes broker commissions. Value of shares repurchased includes broker commissions. All repurchased shares of common stock have been retired. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 6—Income Taxes On December 22, 2017, the U.S. government enacted The Tax Cuts and Jobs Act (“The Act”) which includes significant changes to the taxation of business entities. These changes include, among others, (1) a permanent reduction to the corporate income tax rate, (2) a partial limitation on the deductibility of business interest expense (“163(j) Interest Limitation”), and (3) a shift of the U.S. taxation of multinational corporations from a tax on worldwide income to a quasiterritorial system (along with certain rules designed to prevent erosion of the U.S. income tax base). Effective January 1, 2018, the Company is subject to several provisions of the Tax Act including computations under Global Intangible Low Taxed Income (“GILTI”), Foreign Derived Intangible Income (“FDII”), Base Erosion and Anti-Abuse Tax (“BEAT”), and the 163(j) Interest Limitation. For the GILTI and FDII computations, the Company included a reasonable estimate in its annual effective tax rate as of June 30, 2018 . For the BEAT and 163(j) Interest Limitation computations, the Company did not record an estimate in its effective tax rate for the three and six months ended June 30, 2018 because the Company currently estimates that these provisions of The Act will not apply in 2018. The Company will continue to refine the estimates for the computations of the GILTI, FDII, BEAT and the 163(j) Interest Limitation rules as it gathers additional information during the year. The Company also continues to evaluate the impact of the GILTI provisions under The Act which are complex and subject to continuing regulatory interpretation by the IRS. The Company is required to make an accounting policy election of either (1) treating taxes due on future U.S. inclusions in taxable income related to GILTI as a current period expense when incurred (the “period cost method”) or (2) factoring such amounts into the Company’s measurement of its deferred taxes (the “deferred method”). The Company’s accounting policy election with respect to the new GILTI rules will depend, in part, on analyzing its global income to determine whether it can reasonably estimate the tax impact. While the Company has included an estimate of GILTI in its estimated effective tax rate for 2018, it has not completed its analysis and is not yet able to determine which method to elect. Adjustments related to the amount of GILTI recorded in its Consolidated Financial Statements may be required based on the outcome of this election. The amount of unrecognized tax benefits included in the Consolidated Balance Sheets remained flat at $17.0 million as of June 30, 2018 and December 31, 2017 . The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $17.0 million at June 30, 2018 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—Fair Value Measurements The Company has characterized its investments in marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the investment. Investments recorded in the accompanying Consolidated Balance Sheet are categorized based on the inputs to valuation techniques as follows: Level 1—These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access. Level 2—These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets. Level 3—These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable. The following are the major categories of assets measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands): As of June 30, 2018 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 25,984 $ — $ 25,984 Money market funds 233,234 — — 233,234 233,234 25,984 — 259,218 Short-term investments: Commercial paper — 110,996 — 110,996 Corporate bonds — 46,793 — 46,793 U.S. Government and agency securities 51,900 — — 51,900 51,900 157,789 — 209,689 Funds receivable and seller accounts: Money market funds 20,182 — — 20,182 20,182 — — 20,182 $ 305,316 $ 183,773 $ — $ 489,089 As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 11,290 $ — $ 11,290 Money market funds 204,867 — — 204,867 U.S. Government and agency securities 24,989 — — 24,989 229,856 11,290 — 241,146 Short-term investments: Commercial paper — 2,998 — 2,998 Corporate bonds — 12,748 — 12,748 U.S. Government and agency securities 9,362 — — 9,362 9,362 15,746 — 25,108 Funds receivable and seller accounts: Money market funds 14,144 — — 14,144 14,144 — — 14,144 $ 253,362 $ 27,036 $ — $ 280,398 Level 1 instruments include investments in debt securities including money market funds and AA-rated U.S. Government and agency securities, which are valued based on inputs including quotes from broker-dealers or recently executed transactions in the same or similar securities. Level 2 instruments include investments in debt securities, including fixed-income funds consisting of investments in commercial paper and corporate bonds, which are valued based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets. The Company did not have any Level 3 instruments as of June 30, 2018 and December 31, 2017 . See “ Note 8—Marketable Securities ” for additional information on the Company's marketable securities measured at fair value. Disclosure of Fair Values Our financial instruments that are not remeasured at fair value include the Notes (see “ Note 3—Convertible Debt ”). The Company estimates the fair value of the Notes through consideration of quoted market prices of similar instruments, classified as Level 2 as described above. The estimated fair value of the Notes was $275.4 million as of June 30, 2018 . The estimated fair value of the Notes was determined through consideration of quoted market prices for similar instruments. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 8—Marketable Securities Short-term investments and certain cash equivalents consist of investments in debt securities that are available-for-sale. The cost and fair value of available-for-sale securities were as follows as of the dates indicated (in thousands): Cost Gross Gross Fair Value June 30, 2018 Cash equivalents: Commercial paper $ 25,984 $ — $ — $ 25,984 25,984 — — 25,984 Short-term investments: Commercial paper 110,996 — — 110,996 Corporate bonds 46,814 (21 ) — 46,793 U.S. Government and agency securities 51,893 (5 ) 12 51,900 209,703 (26 ) 12 209,689 $ 235,687 $ (26 ) $ 12 $ 235,673 December 31, 2017 Cash equivalents: Commercial paper $ 11,290 $ — $ — $ 11,290 U.S. Government and agency securities 24,990 (1 ) — 24,989 36,280 (1 ) — 36,279 Short-term investments: Commercial paper 2,998 — — 2,998 Corporate bonds 12,754 (6 ) — 12,748 U.S. Government and agency securities 9,352 (1 ) 11 9,362 25,104 (7 ) 11 25,108 $ 61,384 $ (8 ) $ 11 $ 61,387 The Company’s investments in marketable securities consist primarily of investments in debt securities, including AA-rated U.S. Government and agency securities and fixed-income funds. When evaluating investments for other-than-temporary impairment, the Company reviews factors such as length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and the Company’s ability, and intent to hold the investment for a period of time, which may be sufficient for anticipated recovery in market value. The Company evaluates fair values for each individual security in the investment portfolio. See “ Note 7—Fair Value Measurements ” for additional information on the Company's marketable securities measured at fair value. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 9—Intangible Assets On June 15, 2018, the Company entered into a referral agreement with DaWanda GmbH (“DaWanda”), a privately held Germany-based marketplace for gifts and handmade items. As part of this agreement, DaWanda agreed to encourage its community of buyers and sellers to migrate to the Etsy platform. DaWanda plans to wind down its operations and shut down its site on August 30, 2018. Etsy will not acquire any of DaWanda's assets, liabilities, or employees as part of this agreement. The Company accounted for the agreement as an asset acquisition and the referral agreement intangible asset will be amortized on a straight-line basis over a period of 10 years . At June 30, 2018 and December 31, 2017 , the gross book value and accumulated amortization of intangible assets were as follows (in thousands): As of June 30, 2018 As of December 31, 2017 Gross book Accumulated Net book Gross book Accumulated Net book Patents and developed technology $ 7,200 $ (4,300 ) $ 2,900 $ 7,200 $ (3,100 ) $ 4,100 Referral agreement 35,323 (146 ) 35,177 — — — Total intangible assets $ 42,523 $ (4,446 ) $ 38,077 $ 7,200 $ (3,100 ) $ 4,100 Amortization expense for the three months ended June 30, 2018 and June 30, 2017 was $0.7 million and $0.8 million , respectively, and $1.3 million and $2.2 million for the six months ended June 30, 2018 and 2017 , respectively. Based on amounts recorded at June 30, 2018 , the Company will recognize intangible asset amortization expense for the six months ending December 31, 2018 and years ending December 31, 2019 , 2020 , 2021 , 2022 and thereafter as follows (in thousands): 2018 $ 2,969 2019 5,232 2020 3,532 2021 3,532 2022 3,532 Thereafter 19,280 Total amortization expense $ 38,077 |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 10— Net Income Per Share The following table presents the calculation of basic and diluted net income per share for periods presented (in thousands except share and per share amounts): Three Months Ended Six Months Ended 2018 2017 2018 2017 Numerator: Net inco me $ 3,379 $ 11,669 $ 16,346 $ 11,248 Net income allocated to participating securities under the two-class method (3 ) (17 ) (16 ) (16 ) Net inco me applicable to common stockholde rs—basic 3,376 11,652 16,330 11,232 Dilutive effect of net income allocated to participating securities under the two-class method 3 17 16 16 Change in fair value of liability classified restricted stock — 832 — 771 Net income attributable to common stockholders—diluted $ 3,379 $ 12,501 $ 16,346 $ 12,019 Denominator: Weighted-average common shares outstanding—basic (1) 119,450,194 116,933,216 120,819,201 116,453,790 Common equivalent shares from options to purchase common stock and restricted stock units 3,964,746 2,921,081 3,559,951 3,118,640 Dilutive effect of assumed conversion of restricted stock units 2,053,861 844,331 1,733,777 838,890 Dilutive effect of assumed conversion of restricted stock from acquisition 82,958 25,310 73,735 13,311 Weighted-average common shares outstanding—diluted 125,551,759 120,723,938 126,186,664 120,424,631 Net inco me per share attributable to common stockholders—b asic $ 0.03 $ 0.10 $ 0.14 $ 0.10 Net income per share a ttri butable to common stockholders—diluted $ 0.03 $ 0.10 $ 0.13 $ 0.10 (1) 114,963 shares of unvested stock are considered participating securities and are excluded from basic shares outstanding for the three and six months ended June 30, 2018 . The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock options 642,418 6,201,891 421,412 4,451,613 Restricted stock units 118,209 648,762 1,054,803 1,065,495 Total anti-dilutive securities 760,627 6,850,653 1,476,215 5,517,108 |
Segment and Geographic Informat
Segment and Geographic Information | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 11—Segment and Geographic Information The Company has determined it operates as one operating and reportable segment for purposes of allocating resources and evaluating financial performance. Revenue by country is based on the billing address of the seller. The following table summarizes revenue, income (loss) before income taxes and net income (loss) by geographic area for the periods presented (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 United States $ 96,805 $ 73,546 $ 181,728 $ 145,068 International 35,582 28,146 71,571 53,515 Revenue $ 132,387 $ 101,692 $ 253,299 $ 198,583 United States $ 8,017 $ (22,702 ) $ 5,752 $ (32,305 ) International (1) (3,392 ) 24,934 11,854 33,064 Income (loss) before income taxes $ 4,625 $ 2,232 $ 17,606 $ 759 United States $ 7,525 $ (12,609 ) $ 5,507 $ (20,935 ) International (1) (4,146 ) 24,278 10,839 32,183 Net income (loss) $ 3,379 $ 11,669 $ 16,346 $ 11,248 (1) The loss before income taxes and net loss in the three months ended June 30, 2018 was primarily driven by a foreign exchange loss related to the U.S. Dollar to Euro exchange rate fluctuations on the Company's intercompany and other non-functional currency balances. No individual country’s revenue other than the United States exceeded 10% of total revenue for the periods presented. All significant long-lived assets are located in the United States. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12—Commitments and Contingencies Long-Term Debt In March 2018 , the Company issued $345.0 million aggregate principal amount of 0% Convertible Senior Notes due 2023 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The Notes will mature on March 1, 2023 , unless earlier converted or repurchased, and there are no contractual payments required until maturity. For more information on the Notes, see “ Note 3—Convertible Debt ”. Non-Income Tax Contingencies The Company had reserves of $1.7 million and $0.4 million at June 30, 2018 and December 31, 2017 , respectively, for certain non-income tax obligations, representing management’s best estimate of its probable liability. The Company could also be subject to examination in various jurisdictions related to non-income tax matters. The resolution of these types of matters, if in excess of the recorded reserve, could have an adverse impact on the Company’s business. Legal Proceedings Cervantes and Weiss Cases On July 21, 2015, a purported securities class action complaint ( Cervantes v. Dickerson, et.al ., Case No. CIV 534768) was filed in the Superior Court of State of California, County of San Mateo against the Company, certain officers, directors, and underwriters. The complaint asserts violations of Sections 11 and 15 of the Securities Act. The complaint alleges misrepresentations in the Company’s Registration Statement on Form S-1 and Prospectus with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys' fees. On December 7, 2015, the Company and the underwriter defendants moved to stay the Cervantes action on the grounds of forum non conveniens. On November 5, 2015, another purported securities class action complaint ( Weiss v. Etsy et al. , No. CIV 536123) was filed in the Superior Court of State of California, County of San Mateo. The Weiss complaint names as defendants the Company and the same officers, directors, and underwriters named in the Cervantes complaint, and also asserts violations of Sections 11 and 15 of the Securities Act based on allegedly false or misleading statements or omissions with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement. On December 24, 2015, the court consolidated the Cervantes and Weiss actions. On February 3, 2016, the court granted the Company’s motion to stay the consolidated actions. The Company and the named officers and directors intend to defend themselves vigorously against these consolidated actions. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. In addition, from time to time in the normal course of business, various other claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation, regardless of their success, could have an adverse effect on the Company’s Consolidated Results of Operations or Cash Flows in the period the claims or litigation are resolved. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. |
Restructuring and Other Exit Co
Restructuring and Other Exit Costs (Income) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Exit Costs (Income) | Note 13—Restructuring and Other Exit Costs (Income) On April 30, 2017, the Board of Directors approved a plan to increase efficiency and streamline the Company's cost structure through headcount reductions and a reduction in internal program expenses (the “May Actions”). On June 16, 2017, the Board of Directors approved additional initiatives that are designed to improve focus on key strategic growth opportunities (together with the May Actions, the “Actions”). The Actions included total headcount reductions of 245 positions or 23% of the total workforce as of December 31, 2017 , closing A Little Market (“ALM”), a market in France, and closing or consolidating certain international offices. In connection with the Actions, the Company incurred $13.9 million of restructuring and other exit costs in the year ended December 31, 2017 , comprised of employee severance, stock compensation modifications, and other exit costs, largely made up of cash expenditures. The Company generated $0.2 million of income in the six months ended June 30, 2018 due to changes in estimated severance costs. All remaining cash payments are expected to be recognized in 2018. The following table displays restructuring and other exit costs (income) recorded related to the Actions and a rollforward of the charges to the accrued expenses balance as of June 30, 2018 (in thousands): Severance Charge Stock-Based Compensation Other Exit Costs Total Balance, December 31, 2017 $ 1,308 $ — $ 34 $ 1,342 Total restructuring and other exit costs (income) (156 ) — 5 (151 ) Costs charged against equity/assets — — — — Cash payments (793 ) — — (793 ) Balance, March 31, 2018 359 — 39 398 Total restructuring and other exit costs (income) (43 ) — 2 (41 ) Costs charged against equity/assets — — — — Cash payments (271 ) — (16 ) (287 ) Balance, June 30, 2018 $ 45 $ — $ 25 $ 70 Total restructuring and other exit costs (income) related to the Actions included in the Consolidated Statements of Operations are as follows (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Cost of revenue $ (6 ) $ 694 $ (13 ) $ 694 Marketing (13 ) 2,349 (72 ) 2,349 Product development (16 ) 3,101 (95 ) 3,101 General and administrative (6 ) 5,116 (12 ) 5,116 Total restructuring and other exit costs (income) $ (41 ) $ 11,260 $ (192 ) $ 11,260 |
Basis of Presentation and Sum21
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The Consolidated Financial Statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain items in the prior years’ Consolidated Financial Statements have been reclassified to conform to the current year presentation reflected in the Consolidated Financial Statements. Specifically, the Company reclassified $33.4 million and $63.2 million previously included in Services revenue to Marketplace revenue (see “ Note 2—Revenue ”) for the three and six months ended June 30, 2017 , respectively, to conform to the current year presentation in connection with the adoption of Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers . |
Use of Estimates | Use of Estimates The preparation of the Company’s Consolidated Financial Statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include: for revenue recognition, determining the nature and timing of satisfaction of performance obligations; income taxes; website development costs and internal-use software; purchase price allocations for business combinations; valuation of goodwill and intangible assets; leases; stock-based compensation; restructuring and other exit costs (income); and fair value of financial instruments. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. |
Cash, Cash Equivalents and Short-term Investments | Cash, Cash Equivalents and Short-term Investments The Company considers all investments with an original maturity of three months or less at time of purchase to be cash equivalents. Cash restricted by third parties is not considered cash and cash equivalents. Short-term investments, consisting primarily of commercial paper, corporate bonds and U.S. Government and agency securities with original maturities of greater than three months but less than one year when purchased, are classified as available-for-sale and are reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of related estimated income tax provisions or benefits. |
Revenue Recognition | Revenue Recognition The Company’s revenue is diversified; generated from a mix of marketplace activities and other optional services to help Etsy sellers start, manage and scale their business. Revenues are recognized as the Company transfers control of promised goods or services to Etsy sellers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk and has the latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, revenue is recorded either gross or net of costs associated with the transaction. Sales and usage-based taxes are excluded from revenues. |
Income Tax | Income Taxes The Company's income tax (provision) benefit for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized, recording of excess tax benefits related to stock-based compensation and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. |
Net Income Per Share | Net Income Per Share Basic net income per share attributable to common stockholders is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed by dividing net income for the period by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period. The dilutive effect of outstanding options and stock-based compensation awards is reflected in diluted net income per share by application of the treasury stock method. Since the Company expects to settle in cash the principal outstanding under the 0% Convertible Senior Notes due 2023 the Company issued in March 2018 (the “Notes,” see “ Note 3—Convertible Debt ”), it uses the treasury stock method when calculating the potential dilutive effect of the conversion spread on diluted net income per share, if applicable. The conversion spread will have a dilutive impact on diluted net income per share of common stock when the average market price of the Company's common stock for a given period exceeds the conversion price of $36.27 per share. The calculation of diluted net income per share excludes all anti-dilutive common shares. For periods in which the Company has reported net losses, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. |
Recently Issued and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases , and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which require a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on the Consolidated Balance Sheets resulting in the recording of right-of-use assets and lease obligations. The Company is currently evaluating whether there are any additional impacts this guidance will have on its Consolidated Financial Statements. In June 2018, the FASB issued ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting , which expands the scope of ASC Topic 718, Compensation - Stock Compensation , to include share-based payment transactions for acquiring goods and services from non-employees. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. The Company is currently evaluating the impact of the new guidance and does not anticipate the update to have a material impact on its Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers , and additional changes, modifications, clarifications or interpretations related to this guidance thereafter, which replaces existing revenue recognition guidance. The new guidance was effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company adopted the requirements of the new guidance as of January 1, 2018, utilizing the full retrospective method of transition. In connection with the adoption, the company reclassified Etsy Payments revenue from Services revenue to Marketplace revenue in the Consolidated Statements of Operations. Aside from this presentation reclassification, adoption of the new guidance did not result in changes to the prior year or current year Consolidated Financial Statements. See “ Note 2—Revenue ” for additional information regarding revenue recognition. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. The Company adopted this standard in the first quarter of 2018 utilizing the full retrospective method of transition. As a result of this guidance, the Company reclassified $5.3 million on the Consolidated Statement of Cash Flows in the six months ended June 30, 2018 and 2017 to include restricted cash in the beginning and ending cash, cash equivalent and restricted cash balances. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows (in thousands): Six Months Ended June 30, 2018 2017 Beginning balance: Cash and cash equivalents $ 315,442 $ 181,592 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 320,783 $ 186,933 Ending balance: Cash and cash equivalents $ 357,820 $ 226,885 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 363,161 $ 232,226 The balances included in restricted cash represent amounts held as collateral associated with the lease of the Company's Brooklyn, New York headquarters. This standard had no other impact to the Consolidated Financial Statements. |
Basis of Presentation and Sum22
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Cash, Cash Equivalents and Investments | The following table provides cash, cash equivalents and short-term investments within the Consolidated Balance Sheets as of the dates indicated (in thousands): As of As of Cash and cash equivalents $ 357,820 $ 315,442 Short-term investments 209,689 25,108 Total cash, cash equivalents and short-term investments $ 567,509 $ 340,550 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same such amounts shown in the Consolidated Statement of Cash Flows (in thousands): Six Months Ended June 30, 2018 2017 Beginning balance: Cash and cash equivalents $ 315,442 $ 181,592 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 320,783 $ 186,933 Ending balance: Cash and cash equivalents $ 357,820 $ 226,885 Restricted cash 5,341 5,341 Total cash, cash equivalents and restricted cash $ 363,161 $ 232,226 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table summarizes revenue by type of service for the periods presented (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Marketplace revenue (1) $ 91,306 $ 75,445 $ 179,273 $ 146,007 Services revenue 39,507 25,440 72,112 49,584 Other revenue 1,574 807 1,914 2,992 Revenue $ 132,387 $ 101,692 $ 253,299 $ 198,583 (1) Etsy Payments revenue for the three and six months ended June 30, 2018 has been classified and presented within Marketplace revenue. Comparative periods have been reclassified to conform to current period presentation. |
Contract with Customer, Liability Rollforward | The following table summarizes the deferred revenue activity during the period indicated (in thousands): Three Months Ended Six Months Ended 2018 2018 Balance as of the beginning of the period $ 6,464 $ 6,262 Cash payments received or due 18,452 36,603 Revenue recognized in the period (18,476 ) (36,425 ) Balance as of the end of the period $ 6,440 $ 6,440 |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Black-Scholes Valuation Assumptions Used to Determine Fair Value of Options Granted | The fair value of options granted in the periods presented below using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Six Months Ended 2018 2017 2018 2017 Volatility 38.6% - 42.1% 41.7% - 44.2% 38.6% - 42.1% 41.7% - 44.2% Risk-free interest rate 2.8% - 2.9% 1.9% - 2.0% 2.6% - 2.9% 1.9% - 2.0% Expected term (in years) 5.5 - 6.08 5.5 - 6.3 5.5 - 6.25 5.5 - 6.3 Dividend rate —% —% —% —% |
Summary of Stock Option Activity | The following table summarizes the activity for the Company's options during the six months ended June 30, 2018 (in thousands except share and per share amounts): Shares Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2017 7,947,939 $ 11.02 Granted 742,709 28.11 Exercised (947,642 ) 11.32 Forfeited/Canceled (148,365 ) 13.07 Outstanding at June 30, 2018 7,594,641 12.61 8.31 $ 224,619 Total exercisable at June 30, 2018 2,814,740 10.57 7.31 89,010 |
Summary of Intrinsic Value of Options Exercised | The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested during the three and six months ended June 30, 2018 and 2017 (in thousands except per share amounts): Three Months Ended Six Months Ended 2018 2017 2018 2017 Weighted-average grant date fair value of options granted $ 13.51 $ 4.73 $ 12.50 $ 4.71 Intrinsic value of options exercised 1,397 11,135 11,196 12,866 Fair value of awards vested 11,469 6,695 14,399 10,485 |
Summary of Weighted Average Grant Date Fair Value and Fair Value of Awards Vested | The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested during the three and six months ended June 30, 2018 and 2017 (in thousands except per share amounts): Three Months Ended Six Months Ended 2018 2017 2018 2017 Weighted-average grant date fair value of options granted $ 13.51 $ 4.73 $ 12.50 $ 4.71 Intrinsic value of options exercised 1,397 11,135 11,196 12,866 Fair value of awards vested 11,469 6,695 14,399 10,485 |
Summary of Unvested RSU Activity | The following table summarizes the activity for the Company's unvested RSUs during the six months ended June 30, 2018 : Shares Weighted-Average Unvested at December 31, 2017 3,074,247 $ 11.98 Granted 2,141,543 25.70 Vested (650,978 ) 11.00 Forfeited/Canceled (215,469 ) 13.76 Unvested at June 30, 2018 4,349,343 19.66 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense included in the Consolidated Statements of Operations for the periods presented below is as follows (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Cost of revenue $ 927 $ 398 $ 1,473 $ 762 Marketing 699 528 1,177 972 Product development 4,025 2,053 6,664 4,073 General and administrative 2,966 5,183 5,757 7,240 Total stock-based compensation expense $ 8,617 $ 8,162 $ 15,071 $ 13,047 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Equity [Abstract] | |
Class of Treasury Stock | The following table summarizes the Company's share repurchase activity, excluding shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units (in thousands except share and per share amounts): Shares Repurchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of December 31, 2017 586,231 $ 17.57 $ 10,301 $ 89,699 Repurchases of common stock for the three months ended: March 31, 2018 2,807,393 24.43 68,586 (68,586 ) June 30, 2018 722,941 29.15 21,113 (21,113 ) Balance as of June 30, 2018 4,116,565 $ 24.28 $ 100,000 $ — (1) Average price paid per share excludes broker commissions. Value of shares repurchased includes broker commissions. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following are the major categories of assets measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017 (in thousands): As of June 30, 2018 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 25,984 $ — $ 25,984 Money market funds 233,234 — — 233,234 233,234 25,984 — 259,218 Short-term investments: Commercial paper — 110,996 — 110,996 Corporate bonds — 46,793 — 46,793 U.S. Government and agency securities 51,900 — — 51,900 51,900 157,789 — 209,689 Funds receivable and seller accounts: Money market funds 20,182 — — 20,182 20,182 — — 20,182 $ 305,316 $ 183,773 $ — $ 489,089 As of December 31, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 11,290 $ — $ 11,290 Money market funds 204,867 — — 204,867 U.S. Government and agency securities 24,989 — — 24,989 229,856 11,290 — 241,146 Short-term investments: Commercial paper — 2,998 — 2,998 Corporate bonds — 12,748 — 12,748 U.S. Government and agency securities 9,362 — — 9,362 9,362 15,746 — 25,108 Funds receivable and seller accounts: Money market funds 14,144 — — 14,144 14,144 — — 14,144 $ 253,362 $ 27,036 $ — $ 280,398 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost and Fair Value of Available-for-sale Securities | The cost and fair value of available-for-sale securities were as follows as of the dates indicated (in thousands): Cost Gross Gross Fair Value June 30, 2018 Cash equivalents: Commercial paper $ 25,984 $ — $ — $ 25,984 25,984 — — 25,984 Short-term investments: Commercial paper 110,996 — — 110,996 Corporate bonds 46,814 (21 ) — 46,793 U.S. Government and agency securities 51,893 (5 ) 12 51,900 209,703 (26 ) 12 209,689 $ 235,687 $ (26 ) $ 12 $ 235,673 December 31, 2017 Cash equivalents: Commercial paper $ 11,290 $ — $ — $ 11,290 U.S. Government and agency securities 24,990 (1 ) — 24,989 36,280 (1 ) — 36,279 Short-term investments: Commercial paper 2,998 — — 2,998 Corporate bonds 12,754 (6 ) — 12,748 U.S. Government and agency securities 9,352 (1 ) 11 9,362 25,104 (7 ) 11 25,108 $ 61,384 $ (8 ) $ 11 $ 61,387 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | At June 30, 2018 and December 31, 2017 , the gross book value and accumulated amortization of intangible assets were as follows (in thousands): As of June 30, 2018 As of December 31, 2017 Gross book Accumulated Net book Gross book Accumulated Net book Patents and developed technology $ 7,200 $ (4,300 ) $ 2,900 $ 7,200 $ (3,100 ) $ 4,100 Referral agreement 35,323 (146 ) 35,177 — — — Total intangible assets $ 42,523 $ (4,446 ) $ 38,077 $ 7,200 $ (3,100 ) $ 4,100 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Based on amounts recorded at June 30, 2018 , the Company will recognize intangible asset amortization expense for the six months ending December 31, 2018 and years ending December 31, 2019 , 2020 , 2021 , 2022 and thereafter as follows (in thousands): 2018 $ 2,969 2019 5,232 2020 3,532 2021 3,532 2022 3,532 Thereafter 19,280 Total amortization expense $ 38,077 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Share | The following table presents the calculation of basic and diluted net income per share for periods presented (in thousands except share and per share amounts): Three Months Ended Six Months Ended 2018 2017 2018 2017 Numerator: Net inco me $ 3,379 $ 11,669 $ 16,346 $ 11,248 Net income allocated to participating securities under the two-class method (3 ) (17 ) (16 ) (16 ) Net inco me applicable to common stockholde rs—basic 3,376 11,652 16,330 11,232 Dilutive effect of net income allocated to participating securities under the two-class method 3 17 16 16 Change in fair value of liability classified restricted stock — 832 — 771 Net income attributable to common stockholders—diluted $ 3,379 $ 12,501 $ 16,346 $ 12,019 Denominator: Weighted-average common shares outstanding—basic (1) 119,450,194 116,933,216 120,819,201 116,453,790 Common equivalent shares from options to purchase common stock and restricted stock units 3,964,746 2,921,081 3,559,951 3,118,640 Dilutive effect of assumed conversion of restricted stock units 2,053,861 844,331 1,733,777 838,890 Dilutive effect of assumed conversion of restricted stock from acquisition 82,958 25,310 73,735 13,311 Weighted-average common shares outstanding—diluted 125,551,759 120,723,938 126,186,664 120,424,631 Net inco me per share attributable to common stockholders—b asic $ 0.03 $ 0.10 $ 0.14 $ 0.10 Net income per share a ttri butable to common stockholders—diluted $ 0.03 $ 0.10 $ 0.13 $ 0.10 (1) 114,963 shares of unvested stock are considered participating securities and are excluded from basic shares outstanding for the three and six months ended June 30, 2018 . |
Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the calculation of diluted net income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Six Months Ended 2018 2017 2018 2017 Stock options 642,418 6,201,891 421,412 4,451,613 Restricted stock units 118,209 648,762 1,054,803 1,065,495 Total anti-dilutive securities 760,627 6,850,653 1,476,215 5,517,108 |
Segment and Geographic Inform30
Segment and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | The following table summarizes revenue, income (loss) before income taxes and net income (loss) by geographic area for the periods presented (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 United States $ 96,805 $ 73,546 $ 181,728 $ 145,068 International 35,582 28,146 71,571 53,515 Revenue $ 132,387 $ 101,692 $ 253,299 $ 198,583 United States $ 8,017 $ (22,702 ) $ 5,752 $ (32,305 ) International (1) (3,392 ) 24,934 11,854 33,064 Income (loss) before income taxes $ 4,625 $ 2,232 $ 17,606 $ 759 United States $ 7,525 $ (12,609 ) $ 5,507 $ (20,935 ) International (1) (4,146 ) 24,278 10,839 32,183 Net income (loss) $ 3,379 $ 11,669 $ 16,346 $ 11,248 (1) The loss before income taxes and net loss in the three months ended June 30, 2018 was primarily driven by a foreign exchange loss related to the U.S. Dollar to Euro exchange rate fluctuations on the Company's intercompany and other non-functional currency balances. |
Restructuring and Other Exit 31
Restructuring and Other Exit Costs (Income) (Tables) | 6 Months Ended |
Jun. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table displays restructuring and other exit costs (income) recorded related to the Actions and a rollforward of the charges to the accrued expenses balance as of June 30, 2018 (in thousands): Severance Charge Stock-Based Compensation Other Exit Costs Total Balance, December 31, 2017 $ 1,308 $ — $ 34 $ 1,342 Total restructuring and other exit costs (income) (156 ) — 5 (151 ) Costs charged against equity/assets — — — — Cash payments (793 ) — — (793 ) Balance, March 31, 2018 359 — 39 398 Total restructuring and other exit costs (income) (43 ) — 2 (41 ) Costs charged against equity/assets — — — — Cash payments (271 ) — (16 ) (287 ) Balance, June 30, 2018 $ 45 $ — $ 25 $ 70 |
Restructuring and Related Costs | Total restructuring and other exit costs (income) related to the Actions included in the Consolidated Statements of Operations are as follows (in thousands): Three Months Ended Six Months Ended 2018 2017 2018 2017 Cost of revenue $ (6 ) $ 694 $ (13 ) $ 694 Marketing (13 ) 2,349 (72 ) 2,349 Product development (16 ) 3,101 (95 ) 3,101 General and administrative (6 ) 5,116 (12 ) 5,116 Total restructuring and other exit costs (income) $ (41 ) $ 11,260 $ (192 ) $ 11,260 |
Basis of Presentation and Sum32
Basis of Presentation and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Short-term Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 357,820 | $ 315,442 | $ 226,885 | $ 181,592 |
Short-term investments | 209,689 | 25,108 | ||
Total cash, cash equivalents and short-term investments | $ 567,509 | $ 340,550 |
Basis of Presentation and Sum33
Basis of Presentation and Summary of Significant Accounting Policies - Reclassifications and New Accounting Pronouncements (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | $ 132,387 | $ 101,692 | $ 253,299 | $ 198,583 | ||
Cost of revenue | 45,409 | 35,724 | 86,704 | 70,383 | ||
Cash and cash equivalents at period start | 357,820 | 226,885 | 357,820 | 226,885 | $ 315,442 | $ 181,592 |
Restricted cash at period start | 5,341 | 5,341 | 5,341 | 5,341 | 5,341 | 5,341 |
Cash, cash equivalents and restricted cash at beginning of period | $ 363,161 | 232,226 | $ 363,161 | 232,226 | $ 320,783 | $ 186,933 |
Convertible Senior Notes due 2023 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Interest rate, stated percentage | 0.00% | 0.00% | ||||
Marketplace Revenue | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | $ 91,306 | 75,445 | $ 179,273 | 146,007 | ||
Convertible Debt | Convertible Senior Notes due 2023 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Conversion price | $ 36.27 | $ 36.27 | ||||
Restatement Adjustment | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenues | $ 2,800 | |||||
Cost of revenue | $ 1,400 | |||||
Restatement Adjustment | Accounting Standards Update 2016-18 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Restricted cash at period start | 5,300 | 5,300 | ||||
Restatement Adjustment | Marketplace Revenue | Accounting Standards Update 2014-09 | ||||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||||
Revenue | $ 33,400 | $ 63,200 |
Revenue (Details)
Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 132,387 | $ 101,692 | $ 253,299 | $ 198,583 |
Marketplace Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 91,306 | 75,445 | 179,273 | 146,007 |
Service Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 39,507 | 25,440 | 72,112 | 49,584 |
Other Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 1,574 | $ 807 | $ 1,914 | $ 2,992 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) | Jul. 16, 2018 | Dec. 31, 2018 | Jun. 30, 2018 | Dec. 31, 2019 |
Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Foreign currency transaction fees, percent | 2.50% | |||
Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Foreign currency transaction fees, percent | 5.00% | |||
Marketplace Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Listing fee per item | $ 0.20 | |||
Fee for each completed transaction, percent | 3.50% | |||
Listing fee, term | 4 months | |||
Marketplace Revenue | Minimum | ||||
Revenue from External Customer [Line Items] | ||||
Etsy payment fees, percent | 3.00% | |||
Marketplace Revenue | Maximum | ||||
Revenue from External Customer [Line Items] | ||||
Etsy payment fees, percent | 4.00% | |||
Service Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Subscription fee per month | $ 15 | |||
Subsequent Event | ||||
Revenue from External Customer [Line Items] | ||||
Subscription fee per month | $ 10 | $ 20 | ||
Subsequent Event | Marketplace Revenue | ||||
Revenue from External Customer [Line Items] | ||||
Fee for each completed transaction, percent | 5.00% |
Revenue - Summary of Deferred R
Revenue - Summary of Deferred Revenue Activity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Movement in Deferred Revenue [Roll Forward] | ||
Balance as of the beginning of the period | $ 6,464 | $ 6,262 |
Cash payments received or due | 18,452 | 36,603 |
Revenue recognized in the period | (18,476) | (36,425) |
Balance as of the end of the period | $ 6,440 | $ 6,440 |
Convertible Debt (Details)
Convertible Debt (Details) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |
Mar. 31, 2018USD ($)day | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2018USD ($)$ / shares | Jun. 30, 2017USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from convertible debt | $ 345,000,000 | $ 0 | ||
Purchase of Capped Call Transactions | 34,224,000 | 0 | ||
Non-cash interest expense | 4,335,000 | $ 4,368,000 | ||
Unamortized debt issuance expense | $ 7,400,000 | $ 7,400,000 | ||
Derivative, cap price (in dollars per share) | $ / shares | $ 52.76 | $ 52.76 | ||
Cap premium percentage over reported sales price | 100.00% | |||
Convertible Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 0.00% | 0.00% | ||
Convertible Debt | Convertible Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Aggregate principle amount | $ 345,000,000 | $ 345,000,000 | ||
Proceeds from convertible debt | $ 335,000,000 | |||
Conversion ratio | 27.5691 | |||
Conversion price | $ / shares | $ 36.27 | $ 36.27 | ||
Redemption price, percentage | 100.00% | |||
Carrying amount of equity component | $ 72,800,000 | $ 72,800,000 | ||
Non-cash interest expense | 3,600,000 | 4,800,000 | ||
Convertible Debt | Convertible Senior Notes due 2023 | Debt Instrument, Redemption, Period One | ||||
Debt Instrument [Line Items] | ||||
Threshold trading days | day | 20 | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold consecutive trading days | day | 30 | |||
Convertible Debt | Convertible Senior Notes due 2023 | Debt Instrument, Redemption, Period Two | ||||
Debt Instrument [Line Items] | ||||
Threshold percentage of stock price trigger | 98.00% | |||
Threshold consecutive trading days | day | 10 | |||
Level 2 | Reported Value Measurement | Convertible Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Long-term debt, fair value | $ 275,400,000 | $ 275,400,000 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jan. 02, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense—acquisitions | $ 700 | $ 1,600 | $ 1,433 | $ 2,455 | ||
Restructuring charges | (41) | $ (151) | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation | 27,500 | $ 27,500 | ||||
Total unrecognized compensation, period of recognition | 3 years 25 days | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation, period of recognition | 3 years 4 months 21 days | |||||
Total unrecognized compensation | $ 75,200 | $ 75,200 | ||||
2015 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of additional shares issued annually (in shares) | 6,088,461 | |||||
Number of shares authorized (in shares) | 29,436,374 | 29,436,374 | ||||
Number of shares available for grant (in shares) | 18,215,562 | 18,215,562 | ||||
Stock-Based Compensation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restructuring charges | $ 0 | $ 0 | $ 1,700 | $ 1,700 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Options Granted Using the Black-Scholes Pricing Model (Details) - Stock options | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility, minimum | 38.60% | 41.70% | 41.70% | 38.60% |
Volatility, maximum | 42.10% | 44.20% | 44.20% | 42.10% |
Risk-free interest rate, minimum | 2.80% | 1.90% | 1.90% | 2.60% |
Risk-free interest rate, maximum | 2.90% | 2.00% | 2.00% | 2.90% |
Expected term (in years) | 6 years 3 months | |||
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 29 days | 6 years 3 months 18 days | 6 years 3 months |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 7,947,939 |
Granted (in shares) | shares | 742,709 |
Exercised (in shares) | shares | (947,642) |
Forfeited/Canceled (in shares) | shares | (148,365) |
Outstanding, ending balance (in shares) | shares | 7,594,641 |
Total exercisable at March 31, 2018 (in shares) | shares | 2,814,740 |
Weighted-Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 11.02 |
Granted (in dollars per share) | $ / shares | 28.11 |
Exercised (in dollars per share) | $ / shares | 11.32 |
Forfeited/Canceled (in dollars per share) | $ / shares | 13.07 |
Outstanding, ending balance (in dollars per share) | $ / shares | 12.61 |
Total exercisable at March 31, 2018 (in dollars per share) | $ / shares | $ 10.57 |
Weighted-Average Remaining Contract Term (in years) | |
Outstanding at March 31, 2018, Weighted-Average Remaining Contract Term | 8 years 3 months 21 days |
Total exercisable at March 31, 2018, Weighted-Average Remaining Contract Term | 7 years 3 months 21 days |
Aggregate Intrinsic Value | |
Outstanding at March 31, 2018, Aggregate Intrinsic Value | $ | $ 224,619 |
Total exercisable at March 31, 2018, Aggregate Intrinsic Value | $ | $ 89,010 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Grant Date Fair Value of Options Granted, Intrinsic Value of Options Exercised and Fair Value of Awards Vested (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average grant date fair value of options (in dollars per share) | $ 13.51 | $ 4.73 | $ 12.50 | $ 4.71 |
Intrinsic value of options exercised | $ 1,397 | $ 11,135 | $ 11,196 | $ 12,866 |
Fair value of awards vested | $ 11,469 | $ 6,695 | $ 14,399 | $ 10,485 |
Stock-based Compensation - Su42
Stock-based Compensation - Summary of Unvested RSUs (Details) - RSUs | 6 Months Ended |
Jun. 30, 2018$ / sharesshares | |
Shares | |
Unvested at December 31, 2017 (in shares) | shares | 3,074,247 |
Granted (in shares) | shares | 2,141,543 |
Vested (in shares) | shares | (650,978) |
Forfeited/Cancelled (in shares) | shares | (215,469) |
Unvested at March 31, 2018 (in shares) | shares | 4,349,343 |
Weighted-Average Grant Date Fair Value | |
Unvested at December 31, 2017 (in dollars per share) | $ / shares | $ 11.98 |
Granted (in dollars per share) | $ / shares | 25.70 |
Vested (in dollars per share) | $ / shares | 11 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 13.76 |
Unvested at March 31, 2018 (in dollars per share) | $ / shares | $ 19.66 |
Stock-based Compensation - Allo
Stock-based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 8,617 | $ 8,162 | $ 15,071 | $ 13,047 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 927 | 398 | 1,473 | 762 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 699 | 528 | 1,177 | 972 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 4,025 | 2,053 | 6,664 | 4,073 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 2,966 | $ 5,183 | $ 5,757 | $ 7,240 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 8 Months Ended | 12 Months Ended | ||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2018 | Dec. 31, 2017 | Nov. 17, 2017 | |
Equity [Abstract] | ||||||
Stock repurchase program, authorized amount | $ 100,000,000 | |||||
Shares repurchased (in shares) | 722,941 | 2,807,393 | 4,116,565 | 586,231 | ||
Average price paid per share (in dollars per share) | $ 29.15 | $ 24.43 | $ 24.28 | $ 17.57 | ||
Stock repurchased and retired during period | $ (21,113,000) | $ (68,586,000) | $ (89,661,000) | $ (100,000,000) | $ (10,301,000) | |
Stock repurchase program, remaining authorized repurchase amount | $ 0 | $ 0 | $ 0 | $ 89,699,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | Jun. 30, 2018 | Dec. 31, 2017 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 17 | $ 17 |
Unrecognized tax benefits that would impact effective tax rate favorably | $ 17 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 259,218 | $ 241,146 |
Short-term investments | 209,689 | 25,108 |
Funds receivable and customer accounts | 20,182 | 14,144 |
Asset | 489,089 | 280,398 |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,984 | 11,290 |
Short-term investments | 110,996 | 2,998 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 46,793 | 12,748 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 233,234 | 204,867 |
Funds receivable and customer accounts | 20,182 | 14,144 |
U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 24,989 | |
U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 51,900 | 9,362 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 233,234 | 229,856 |
Short-term investments | 51,900 | 9,362 |
Funds receivable and customer accounts | 20,182 | 14,144 |
Asset | 305,316 | 253,362 |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 233,234 | 204,867 |
Funds receivable and customer accounts | 20,182 | 14,144 |
Level 1 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 24,989 | |
Level 1 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 51,900 | 9,362 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,984 | 11,290 |
Short-term investments | 157,789 | 15,746 |
Funds receivable and customer accounts | 0 | 0 |
Asset | 183,773 | 27,036 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 25,984 | 11,290 |
Short-term investments | 110,996 | 2,998 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 46,793 | 12,748 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Funds receivable and customer accounts | 0 | 0 |
Level 2 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 2 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Funds receivable and customer accounts | 0 | 0 |
Asset | 0 | 0 |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Funds receivable and customer accounts | 0 | 0 |
Level 3 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Level 3 | U.S. Government and agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | $ 0 |
Fair Value Measurements - Sch47
Fair Value Measurements - Schedule of Long Term Debt Fair Value (Details) $ in Millions | Jun. 30, 2018USD ($) |
Recurring | Level 2 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Long-term debt, fair value | $ 275.4 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Debt Securities, Available-for-sale [Line Items] | ||
Cost | $ 235,687 | $ 61,384 |
Gross Unrealized Holding Loss | (26) | (8) |
Gross Unrealized Holding Gain | 12 | 11 |
Fair Value | 235,673 | 61,387 |
Cash and Cash Equivalents | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 25,984 | 36,280 |
Gross Unrealized Holding Loss | 0 | (1) |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 25,984 | 36,279 |
Cash and Cash Equivalents | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 25,984 | 11,290 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 25,984 | 11,290 |
Cash and Cash Equivalents | U.S. Government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 24,990 | |
Gross Unrealized Holding Loss | (1) | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 24,989 | |
Short-term Investments | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 209,703 | 25,104 |
Gross Unrealized Holding Loss | (26) | (7) |
Gross Unrealized Holding Gain | 12 | 11 |
Fair Value | 209,689 | 25,108 |
Short-term Investments | Commercial paper | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 110,996 | 2,998 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 110,996 | 2,998 |
Short-term Investments | Corporate bonds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 46,814 | 12,754 |
Gross Unrealized Holding Loss | (21) | (6) |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 46,793 | 12,748 |
Short-term Investments | U.S. Government and agency securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Cost | 51,893 | 9,352 |
Gross Unrealized Holding Loss | (5) | (1) |
Gross Unrealized Holding Gain | 12 | 11 |
Fair Value | $ 51,900 | $ 9,362 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Gross book value | $ 42,523 | $ 42,523 | $ 7,200 | ||
Accumulated amortization | (4,446) | (4,446) | (3,100) | ||
Total | 38,077 | 38,077 | 4,100 | ||
Amortization of intangible assets | 700 | $ 800 | 1,300 | $ 2,200 | |
Patents and developed technology | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross book value | 7,200 | 7,200 | 7,200 | ||
Accumulated amortization | (4,300) | (4,300) | (3,100) | ||
Total | 2,900 | 2,900 | 4,100 | ||
Referral agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross book value | 35,323 | 35,323 | 0 | ||
Accumulated amortization | (146) | (146) | 0 | ||
Total | $ 35,177 | $ 35,177 | $ 0 | ||
Finite-lived intangible asset, useful life | 10 years |
Intangible Assets - Future Amor
Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,018 | $ 2,969 | |
2,019 | 5,232 | |
2,020 | 3,532 | |
2,021 | 3,532 | |
2,022 | 3,532 | |
Thereafter | 19,280 | |
Total | $ 38,077 | $ 4,100 |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Numerator: | ||||
Net income | $ 3,379 | $ 11,669 | $ 16,346 | $ 11,248 |
Net income allocated to participating securities under the two-class method | (3) | (17) | (16) | (16) |
Net income applicable to common stockholders—basic | 3,376 | 11,652 | 16,330 | 11,232 |
Dilutive effect of net income allocated to participating securities under the two-class method | 3 | 17 | 16 | 16 |
Change in fair value of liability classified restricted stock | 0 | 832 | 0 | 771 |
Net income attributable to common stockholders—diluted | $ 3,379 | $ 12,501 | $ 16,346 | $ 12,019 |
Denominator: | ||||
Weighted average common shares outstanding—basic (in shares) | 119,450,194 | 116,933,216 | 120,819,201 | 116,453,790 |
Weighted average common shares outstanding - diluted (in shares) | 125,551,759 | 120,723,938 | 126,186,664 | 120,424,631 |
Net (loss) income per share applicable to common stockholders—basic (in dollars per shares) | $ 0.03 | $ 0.10 | $ 0.14 | $ 0.10 |
Net (loss) income per share applicable to common stockholders—diluted (in dollars per share) | $ 0.03 | $ 0.10 | $ 0.13 | $ 0.10 |
Participating securities excluded from computation of earnings per share (in shares) | 760,627 | 6,850,653 | 1,476,215 | 5,517,108 |
Participating Securities | ||||
Denominator: | ||||
Participating securities excluded from computation of earnings per share (in shares) | 114,963 | 114,963 | ||
Stock Options | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 3,964,746 | 2,921,081 | 3,559,951 | 3,118,640 |
Restricted stock units | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 2,053,861 | 844,331 | 1,733,777 | 838,890 |
Restricted Stock | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 82,958 | 25,310 | 73,735 | 13,311 |
Net Income Per Share - Summary
Net Income Per Share - Summary of Shares Excluded from the Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 760,627 | 6,850,653 | 1,476,215 | 5,517,108 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 642,418 | 6,201,891 | 421,412 | 4,451,613 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 118,209 | 648,762 | 1,054,803 | 1,065,495 |
Segment and Geographic Inform53
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | |
Revenue, Major Customer [Line Items] | ||||
Revenues | $ 132,387 | $ 101,692 | $ 253,299 | $ 198,583 |
Income (loss) before income taxes | 4,625 | 2,232 | 17,606 | 759 |
Net income | 3,379 | 11,669 | 16,346 | 11,248 |
United States | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 96,805 | 73,546 | 181,728 | 145,068 |
Income (loss) before income taxes | 8,017 | (22,702) | 5,752 | (32,305) |
Net income | 7,525 | (12,609) | 5,507 | (20,935) |
International | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues | 35,582 | 28,146 | 71,571 | 53,515 |
Income (loss) before income taxes | (3,392) | 24,934 | 11,854 | 33,064 |
Net income | $ (4,146) | $ 24,278 | $ 10,839 | $ 32,183 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Jun. 30, 2018 | Dec. 31, 2017 |
Non-Income Tax Obligations | ||
Loss Contingencies [Line Items] | ||
Non-income tax obligation reserve | $ 1,700,000 | $ 400,000 |
Convertible Senior Notes due 2023 | ||
Loss Contingencies [Line Items] | ||
Interest rate, stated percentage | 0.00% | |
Convertible Debt | Convertible Senior Notes due 2023 | ||
Loss Contingencies [Line Items] | ||
Aggregate principle amount | $ 345,000,000 |
Restructuring and Other Exit 55
Restructuring and Other Exit Costs (Income) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2017USD ($) | Dec. 31, 2017USD ($)position | |
Restructuring and Related Activities [Abstract] | |||||
Expected number of positions eliminated | position | 245 | ||||
Number of positions eliminated, inception to date | 23.00% | ||||
Restructuring costs (income) | $ | $ (41) | $ 11,260 | $ (192) | $ 11,260 | $ 13,900 |
Restructuring and Other Exit 56
Restructuring and Other Exit Costs (Income) - Restructuring Charges Recorded to Date (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs (income) | $ (41) | $ 11,260 | $ (192) | $ 11,260 | $ 13,900 | |
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 398 | $ 1,342 | 1,342 | |||
Total restructuring and other exit costs (income) | (41) | (151) | ||||
Costs charged against equity/assets | 0 | 0 | ||||
Cash payments | (287) | (793) | ||||
Ending balance | 70 | 398 | 70 | 1,342 | ||
Severance Charge | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 359 | 1,308 | 1,308 | |||
Total restructuring and other exit costs (income) | (43) | (156) | ||||
Costs charged against equity/assets | 0 | 0 | ||||
Cash payments | (271) | (793) | ||||
Ending balance | 45 | 359 | 45 | 1,308 | ||
Stock-Based Compensation | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 0 | 0 | 0 | |||
Total restructuring and other exit costs (income) | 0 | 0 | 1,700 | 1,700 | ||
Costs charged against equity/assets | 0 | 0 | ||||
Cash payments | 0 | 0 | ||||
Ending balance | 0 | 0 | 0 | 0 | ||
Other Exit Costs | ||||||
Restructuring Reserve [Roll Forward] | ||||||
Beginning balance | 39 | 34 | 34 | |||
Total restructuring and other exit costs (income) | 2 | 5 | ||||
Costs charged against equity/assets | 0 | 0 | ||||
Cash payments | (16) | 0 | ||||
Ending balance | 25 | $ 39 | 25 | $ 34 | ||
Cost of revenue | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs (income) | (6) | 694 | (13) | 694 | ||
Marketing Expense | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs (income) | (13) | 2,349 | (72) | 2,349 | ||
Product development | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs (income) | (16) | 3,101 | (95) | 3,101 | ||
General and administrative | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring costs (income) | $ (6) | $ 5,116 | $ (12) | $ 5,116 |