Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | Apr. 28, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-36911 | |
Entity Registrant Name | ETSY, INC | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-4898921 | |
Entity Address, Address Line One | 117 Adams Street | |
Entity Address, City or Town | Brooklyn, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 11201 | |
City Area Code | 718 | |
Local Phone Number | 880-3660 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | ETSY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 123,351,909 | |
Entity Central Index Key | 0001370637 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 786,796 | $ 921,278 |
Short-term investments | 252,666 | 250,413 |
Accounts receivable, net of expected credit losses of $9,933 and $8,303 as of March 31, 2023 and December 31, 2022, respectively | 26,274 | 27,888 |
Prepaid and other current assets | 76,856 | 80,203 |
Funds receivable and seller accounts | 202,354 | 233,961 |
Total current assets | 1,344,946 | 1,513,743 |
Restricted cash | 5,341 | 5,341 |
Property and equipment, net of accumulated depreciation and amortization of $216,747 and $204,189 as of March 31, 2023 and December 31, 2022, respectively | 248,352 | 249,744 |
Goodwill | 138,061 | 137,724 |
Intangible assets, net of accumulated amortization of $103,793 and $92,179 as of March 31, 2023 and December 31, 2022, respectively | 534,466 | 535,406 |
Deferred tax assets | 128,679 | 121,506 |
Long-term investments | 57,028 | 29,137 |
Other assets | 43,668 | 42,360 |
Total assets | 2,500,541 | 2,634,961 |
Current liabilities: | ||
Accounts payable | 19,901 | 28,757 |
Accrued expenses | 240,025 | 331,234 |
Finance lease obligations—current | 4,713 | 4,731 |
Funds payable and amounts due to sellers | 202,354 | 233,961 |
Deferred revenue | 14,506 | 14,008 |
Other current liabilities | 17,614 | 19,064 |
Total current liabilities | 499,113 | 631,755 |
Finance lease obligations—net of current portion | 104,144 | 105,699 |
Deferred tax liabilities | 44,379 | 44,735 |
Long-term debt, net | 2,280,663 | 2,279,640 |
Other liabilities | 112,430 | 120,406 |
Total liabilities | 3,040,729 | 3,182,235 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit: | ||
Common stock ($0.001 par value, 1,400,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 122,953,145 and 125,054,278 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively) | 123 | 125 |
Preferred stock ($0.001 par value, 25,000,000 shares authorized as of March 31, 2023 and December 31, 2022) | 0 | 0 |
Additional paid-in capital | 913,672 | 815,085 |
Accumulated deficit | (1,156,134) | (1,048,267) |
Accumulated other comprehensive loss | (297,849) | (314,217) |
Total stockholders' deficit | (540,188) | (547,274) |
Total liabilities and stockholders' deficit | $ 2,500,541 | $ 2,634,961 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, expected credit losses | $ 9,933 | $ 8,303 |
Property and equipment, accumulated depreciation and amortization | 216,747 | 204,189 |
Finite-lived intangible assets, accumulated amortization | $ 103,793 | $ 92,179 |
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) | 122,953,145 | 125,054,278 |
Common stock, shares outstanding (in shares) | 122,953,145 | 125,054,278 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000,000 | 25,000,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 640,877 | $ 579,266 |
Cost of revenue | 195,453 | 172,995 |
Gross profit | 445,424 | 406,271 |
Operating expenses: | ||
Marketing | 171,314 | 154,280 |
Product development | 115,924 | 89,476 |
General and administrative | 79,987 | 78,200 |
Total operating expenses | 367,225 | 321,956 |
Income from operations | 78,199 | 84,315 |
Other income, net | 3,072 | 1,672 |
Income before income taxes | 81,271 | 85,987 |
(Provision) benefit for income taxes | (6,734) | 122 |
Net income | $ 74,537 | $ 86,109 |
Net income per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.60 | $ 0.68 |
Diluted (in dollars per share) | $ 0.53 | $ 0.60 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 124,336,969 | 127,149,293 |
Diluted (in shares) | 142,965,820 | 146,677,879 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 74,537 | $ 86,109 |
Other comprehensive income (loss): | ||
Cumulative translation adjustment | 15,627 | (14,703) |
Unrealized gains (losses) on investments, net of tax expense (benefit) $233, $(418), respectively | 741 | (1,314) |
Total other comprehensive income (loss) | 16,368 | (16,017) |
Comprehensive income | $ 90,905 | $ 70,092 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement of Comprehensive Income [Abstract] | ||
Unrealized gain (losses) on marketable securities, net of tax benefit | $ 233 | $ (418) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | |
Beginning balance (in shares) at Dec. 31, 2021 | 127,022,118 | |||||
Beginning balance at Dec. 31, 2021 | $ 628,619 | $ 127 | $ 631,762 | $ 71,744 | $ (75,014) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [1] | 28,010 | ||||
Stock-based compensation | [1] | 51,014 | 51,014 | |||
Exercise of vested options (in shares) | 250,345 | |||||
Exercise of vested options | 3,394 | 3,394 | ||||
Settlement of convertible senior notes, net of taxes (in shares) | 58 | |||||
Vesting of restricted stock units, net of shares withheld (in shares) | 89,285 | |||||
Vesting of restricted stock units, net of shares withheld | (13,684) | (13,684) | ||||
Stock repurchase (in shares) | (420,398) | |||||
Stock repurchase | (62,568) | (62,568) | ||||
Other comprehensive income (loss) | (16,017) | (16,017) | ||||
Net income | 86,109 | 86,109 | ||||
Ending balance (in shares) at Mar. 31, 2022 | 126,969,418 | |||||
Ending balance at Mar. 31, 2022 | $ 676,867 | $ 127 | 672,486 | 95,285 | (91,031) | |
Beginning balance (in shares) at Dec. 31, 2022 | 125,054,278 | 125,054,278 | ||||
Beginning balance at Dec. 31, 2022 | $ (547,274) | $ 125 | 815,085 | (1,048,267) | (314,217) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [1] | 12,353 | ||||
Stock-based compensation | [1] | 70,987 | 70,987 | |||
Exercise of vested options (in shares) | 185,200 | |||||
Exercise of vested options | 3,005 | 3,005 | ||||
Settlement of Capped Call (in shares) | (1,194,006) | |||||
Settlement of capped call | 0 | $ (1) | 34,224 | (34,223) | ||
Settlement of convertible senior notes, net of taxes (in shares) | 232 | |||||
Settlement of convertible senior notes, net of taxes | (1) | (1) | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 100,239 | |||||
Vesting of restricted stock units, net of shares withheld | $ (9,628) | (9,628) | ||||
Stock repurchase (in shares) | (1,205,151) | (1,205,151) | ||||
Stock repurchase | $ (148,182) | $ (1) | (148,181) | |||
Other comprehensive income (loss) | 16,368 | 16,368 | ||||
Net income | $ 74,537 | 74,537 | ||||
Ending balance (in shares) at Mar. 31, 2023 | 122,953,145 | 122,953,145 | ||||
Ending balance at Mar. 31, 2023 | $ (540,188) | $ 123 | $ 913,672 | $ (1,156,134) | $ (297,849) | |
[1]Includes the partial payments of Depop deferred consideration. See Note 10—Stock-Based Compensation for additional information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | ||
Cash flows from operating activities | |||
Net income | $ 74,537 | $ 86,109 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Stock-based compensation expense | 68,683 | 49,271 | |
Depreciation and amortization expense | 23,172 | 24,754 | |
Provision for expected credit losses | 4,969 | 3,109 | |
Foreign exchange loss (gain) | 3,611 | (5,567) | |
Deferred benefit for income taxes | (8,968) | (10,517) | |
Other non-cash (income) expense, net | (99) | 3,321 | |
Changes in operating assets and liabilities: | |||
Current assets | 34,726 | 32,195 | |
Non-current assets | 1,050 | 1,711 | |
Current liabilities | (137,660) | (126,048) | |
Non-current liabilities | (8,390) | 1,206 | |
Net cash provided by operating activities | 55,631 | 59,544 | |
Cash flows from investing activities | |||
Purchases of property and equipment | (2,249) | (3,212) | |
Development of internal-use software | (5,957) | (6,005) | |
Purchases of investments | (116,896) | (76,416) | |
Sales and maturities of investments | 89,005 | 75,478 | |
Net cash used in investing activities | (36,097) | (10,155) | |
Cash flows from financing activities | |||
Payment of tax obligations on vested equity awards | (9,194) | (12,288) | |
Repurchase of stock | (148,182) | (62,568) | |
Proceeds from exercise of stock options | 3,005 | 3,394 | |
Payment of debt issuance costs | (2,045) | (25) | |
Settlement of convertible senior notes | (45) | (5) | |
Payments on finance lease obligations | (1,575) | (1,598) | |
Other financing, net | (512) | 807 | |
Net cash used in financing activities | (158,548) | (72,283) | |
Effect of exchange rate changes on cash | 4,532 | (1,065) | |
Net decrease in cash, cash equivalents, and restricted cash | (134,482) | (23,959) | |
Cash, cash equivalents, and restricted cash at beginning of period | 926,619 | 785,537 | |
Cash, cash equivalents, and restricted cash at end of period | 792,137 | 761,578 | |
Supplemental non-cash disclosures: | |||
Deferred consideration | [1] | 1,506 | 3,822 |
Stock-based compensation capitalized in development of capitalized software and asset additions in exchange for liabilities | 3,592 | 3,961 | |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 786,796 | 756,237 | |
Restricted cash | 5,341 | 5,341 | |
Total cash, cash equivalents, and restricted cash | $ 792,137 | $ 761,578 | |
[1]See “Note 10—Stock-Based Compensation” for additional information on the settlement of deferred consideration related to the Depop acquisition. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. These marketplaces - which collectively create a “House of Brands” - share the Company’s mission, common levers for growth, similar business models, and a strong commitment to use business and technology to strengthen communities and empower people. The Company’s primary marketplace, Etsy.com, is the global destination for unique and creative goods made by independent sellers. The Company generates revenue primarily from marketplace activities, including transaction, listing, and payments processing fees, and fees for optional seller services, which include on-site advertising and shipping labels. Basis of Consolidation The condensed consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023 (the “Annual Report”). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for the periods presented have been reflected in the condensed consolidated financial statements. The results of operations of any interim period are not necessarily indicative of the results of operations for the full annual period or any future period due to seasonal and other factors. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and judgments. The accounting estimates that require management’s most subjective judgments include: stock-based compensation; income taxes, including the estimate of the annual effective tax rate at interim periods and evaluation of uncertain tax positions; the valuation of acquired intangible assets, developed technology, and goodwill as part of purchase price allocations for business combinations; valuation of goodwill; and leases. As of March 31, 2023, there continues to be significant global macroeconomic and geopolitical uncertainty which may impact the Company’s business, results of operations, and financial condition. As a result, many of the Company’s estimates and judgments require increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Note 2—Revenue The following table summarizes revenue disaggregated by Marketplace revenue and optional Services revenue for the periods presented (in thousands): Three Months Ended 2023 2022 Marketplace revenue $ 467,516 $ 427,691 Services revenue 173,361 151,575 Revenue $ 640,877 $ 579,266 Contract balances Deferred revenues The amount of revenue recognized in the three months ended March 31, 2023 that was included in the deferred balance at January 1, 2023 was $13.4 million. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3—Income Taxes The Company’s provision or benefit from income taxes in interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter the Company updates its estimate of the annual effective tax rate, and if its estimated tax rate changes, the Company makes a cumulative adjustment. The estimate of the annual effective income tax rate for the full year is applied to the respective interim period, taking into account year-to-date amounts and projected results for the full year. The Company’s quarterly tax provision, and its quarterly estimate of the annual effective tax rate, is subject to significant variation due to several factors, including variability in accurately predicting its income or loss before tax and the mix of jurisdictions to which they relate, taxable income or loss in each jurisdiction, changes in its stock price, audit-related developments, acquisitions, changes in its deferred tax assets and liabilities and their valuation, foreign currency gains (losses), changes in statutes, regulations, case law, and administrative practices, principles, and interpretations related to tax, including changes to the global tax framework, competition, and other laws and accounting rules in various jurisdictions, and relative changes of expenses or losses for which tax benefits are not recognized. Additionally, the effective tax rate can be more or less volatile based on the amount of income or loss before tax. For example, the impact of discrete items and non-deductible expenses on the effective tax rate is greater when income before income taxes is lower. For the three months ended March 31, 2023, the Company’s effective income tax rate was 8.3% representing an income tax provision recorded on net income before tax. The effective tax rate for the three months ended March 31, 2023 was lower than the U.S. statutory rate of 21% primarily due to the impact from foreign operations, a benefit related to a research and development tax credit, and excess tax benefits from employee stock-based compensation, partially offset by state income taxes. Although management believes its tax positions and related provisions reflected in the condensed consolidated financial statements are fully supportable, it recognizes that these tax positions and related provisions may be challenged by various tax authorities. These tax positions and related provisions are reviewed on an ongoing basis and are adjusted as additional facts and information become available, including progress on tax audits, changes in interpretation of tax laws, developments in case law and closing of statute of limitations. To the extent that the ultimate results differ from the original or adjusted estimates of the Company, the effect will be recorded in the provision for income taxes. The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income and deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. Any adjustments as a result of any examination may result in additional taxes or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s tax provision. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 4—Net Income Per Share The following table presents the calculation of basic and diluted net income per share for the periods presented (in thousands, except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income $ 74,537 $ 86,109 Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,595 1,592 Net income attributable to common stockholders—diluted $ 76,132 $ 87,701 Denominator: Weighted-average common shares outstanding—basic 124,336,969 127,149,293 Dilutive effect of assumed conversion of options to purchase common stock 2,602,709 3,303,488 Dilutive effect of assumed conversion of restricted stock units 1,310,947 1,509,044 Dilutive effect of assumed conversion of convertible senior notes (1) 14,715,195 14,716,054 Weighted-average common shares outstanding—diluted 142,965,820 146,677,879 Net income per share attributable to common stockholders—basic $ 0.60 $ 0.68 Net income per share attributable to common stockholders—diluted $ 0.53 $ 0.60 (1) The $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2028 (the “2021 Notes”), $650.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), the $649.9 million aggregate principal amount of 0.125% Convertible Senior Notes due 2026 (the “2019 Notes” and together with the 2021 Notes and 2020 Notes, the “Notes”), and the 0% Convertible Senior Notes due 2023 (the “2018 Notes”) were dilutive for the three months ended March 31, 2023 and March 31, 2022. During the first quarter of 2023, upon maturity of the 2018 Notes, the Company paid in cash the remaining outstanding principal to the holders of the 2018 Notes. See “Note 7—Debt” for additional information. 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 2023 2022 Stock options 192,568 198,081 Restricted stock units 1,490,998 1,853,488 Total anti-dilutive securities 1,683,566 2,051,569 |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 5—Fair Value Measurements The Company has characterized its investments 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 Sheets 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 Company did not have any Level 3 instruments as of December 31, 2022. Short- and long-term investments and certain cash equivalents consist of investments in debt securities that are available-for-sale. In the year ended December 31, 2022, the Company authorized the creation of an Impact Investment Fund through which the Company expects to deploy approximately $30 million to further the Company’s Impact strategy and goals. In the three months ended March 31, 2023, the Company invested a portion of the Impact Investment Fund in two investments which are classified as long-term investments on our Consolidated Balance Sheet. The investment in a loan receivable is measured on an amortized cost basis and the investment in shares of a limited liability company is measured on the net assets value (“NAV”) basis. The Company uses NAV or its equivalent to measure the value of certain investments in alternative investment funds, debt funds, equity funds, and private equity funds, which may be redeemable in the near term or restricted from redemption in the near term, as a practical expedient. The following table sets forth the cost, gross unrealized losses, gross unrealized gains, and fair value of the Company’s investments as of the dates indicated (in thousands): Cost Gross Gross Fair Value Cash and Cash Equivalents Short-term Investments Long-term Investments March 31, 2023 Level 1 Money market funds 185,828 — — 185,828 185,752 76 — U.S. Government securities 84,104 (237) 156 84,023 — 51,148 32,875 269,932 (237) 156 269,851 185,752 51,224 32,875 Level 2 U.S. agency securities 24,841 (1) 25 24,865 — 22,823 2,042 Certificate of deposit 37,492 (90) 3 37,405 3,595 33,810 — Commercial paper 68,447 (70) 13 68,390 — 68,390 — Corporate bonds 93,754 (1,276) 52 92,530 — 76,419 16,111 224,534 (1,437) 93 223,190 3,595 201,442 18,153 Level 3 Loans receivable - held for investment 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 NAV Shares in limited liability company 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 $ 500,466 $ (1,674) $ 249 $ 499,041 $ 189,347 $ 252,666 $ 57,028 December 31, 2022 Level 1 Money market funds (1) 462,866 — — 462,866 374,314 76 — U.S. Government securities 64,968 (424) 4 64,548 2,995 61,553 — 527,834 (424) 4 527,414 377,309 61,629 — Level 2 U.S. agency securities 10,053 (1) 3 10,055 — 10,055 — Certificate of deposit 40,915 (184) 7 40,738 5,471 35,267 — Commercial paper 57,777 (101) 18 57,694 4,454 53,240 — Corporate bonds 122,294 (1,729) 6 120,571 1,212 90,222 29,137 231,039 (2,015) 34 229,058 11,137 188,784 29,137 $ 758,873 $ (2,439) $ 38 $ 756,472 $ 388,446 $ 250,413 $ 29,137 (1) $88.5 million of money market funds were classified as funds receivable and seller accounts as of December 31, 2022. The table below shows the gross unrealized loss and fair value of the following investments in available-for-sale debt securities that are classified by the length of time that the securities have been in a continuous unrealized loss position as of the dates indicated (in thousands): Gross Unrealized Fair Value March 31, 2023 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (284) $ 42,122 U.S. Government securities (99) 34,070 $ (383) $ 76,192 12 months or longer in a continuous unrealized loss position Corporate bonds $ (992) $ 38,344 U.S. Government securities (138) 7,936 $ (1,130) $ 46,280 December 31, 2022 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (281) $ 70,469 U.S. Government securities (265) 51,075 $ (546) $ 121,544 12 months or longer in a continuous unrealized loss position Corporate bonds $ (1,448) $ 50,102 U.S. Government securities (159) 7,442 $ (1,607) $ 57,544 The remaining available-for-sale debt securities in an unrealized loss position have been in a continuous unrealized loss position for less than 12 months. The Company evaluates fair value for each individual security in the investment portfolio. When assessing the risk of credit loss of its available-for-sale debt securities, the Company considers factors such as the extent to which the fair value is less than the amortized cost basis, the credit rating, including whether there has been any changes to the rating of the security by a rating agency, available information relevant to the collectability of the security, and management’s intended holding period and time horizon for selling the security. Outside of the Company’s Impact Investment Fund, the Company typically invests in short- and long-term instruments, including fixed-income funds and U.S. Government securities aligned with the Company’s investment strategy. In accordance with the Company’s investment policy, all investments, other than investments made through its Impact Investment Fund, have maturities no longer than 37 months, with the average maturity of these investments maintained at 12 months or less. Disclosure of Fair Values The Company’s financial instruments that are not remeasured at fair value in the Consolidated Balance Sheets include the Notes. See “Note 7—Debt” for additional information. The Company estimates the fair value of the Notes through inputs that are observable in the market, classified as Level 2 as described above. The following table presents the carrying value and estimated fair value of the Notes as of the dates indicated (in thousands): As of March 31, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 990,104 $ 830,400 $ 989,629 $ 863,300 2020 Notes 644,730 586,235 644,431 646,230 2019 Notes 645,829 934,082 645,536 998,361 2018 Notes — — 44 145 $ 2,280,663 $ 2,350,717 $ 2,279,640 $ 2,508,036 The carrying value of other financial instruments’, including accounts receivable, funds receivable and seller accounts, accounts payable, and funds payable and amounts due to sellers approximate fair value due to the immediate or short-term maturity associated with these instruments. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 6—Accrued Expenses Accrued expenses consisted of the following as of the dates indicated (in thousands): As of March 31, As of December 31, Pass-through marketplace tax collection obligation $ 94,813 $ 129,591 Vendor accruals 90,893 127,791 Employee compensation-related liabilities 36,981 63,718 Taxes payable 17,338 10,134 Total accrued expenses $ 240,025 $ 331,234 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 7—Debt The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): As of March 31, 2023 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,932 $ — $ 2,299,932 Unamortized debt issuance costs 9,896 5,270 4,103 — 19,269 Net carrying value $ 990,104 $ 644,730 $ 645,829 $ — $ 2,280,663 As of December 31, 2022 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,932 $ 44 $ 2,299,976 Unamortized debt issuance costs 10,371 5,569 4,396 — 20,336 Net carrying value $ 989,629 $ 644,431 $ 645,536 $ 44 $ 2,279,640 Terms of the Notes The Notes will mature at their maturity date unless earlier converted or repurchased. The terms of the Notes are summarized below: Convertible Notes Maturity Date Contractual Convertibility Date (1) Initial Conversion Rate per $1,000 Principal Initial Conversion Price Annual Effective Interest Rate 2021 Notes June 15, 2028 February 15, 2028 4.0518 $ 246.80 0.4 % 2020 Notes September 1, 2027 May 1, 2027 5.0007 199.97 0.3 % 2019 Notes October 1, 2026 June 1, 2026 11.4040 87.69 0.3 % 2018 Notes March 1, 2023 November 1, 2022 27.5691 36.27 — % (1) D uring any calendar quarter preceding the respective convertibility date of each series of Notes, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30 consecutive trading days of the quarter, holders may, in the immediate quarter following, convert all or a portion of their Notes. Based on the daily closing prices of the Company’s stock during the quarter ended March 31, 2023, holders of the 2021 Notes, 2020 Notes, and 2019 Notes are not eligible to convert their 2021 Notes, 2020 Notes, and remaining 2019 Notes, respectively, during the second quarter of 2023. During the first quarter of 2023, upon maturity of the 2018 Notes, the Company paid in cash the remaining outstanding principal of $44 thousand to the holders of the 2018 Notes. Based on the terms of each series of Notes, when a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. Accordingly, the Company cannot be required to settle the Notes in cash and, therefore, the Notes are classified as long-term debt as of March 31, 2023. The Company may redeem all or any portion of the 2021 Notes, at the Company’s option, subject to partial redemption limitations, on or after June 20, 2025, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including the trading day immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the 2021 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. 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 the Company’s 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. Interest Expense Interest expense, which consists of coupon interest and amortization of debt issuance costs, related to each of the Notes for the periods presented below was as follows (in thousands): Three Months Ended 2023 2022 2021 Notes $ 1,100 $ 1,100 2020 Notes 501 501 2019 Notes 496 496 Total interest expense $ 2,097 $ 2,097 Fair Value of Notes The estimated fair value of each of the Notes was determined through inputs that are observable in the market, and are classified as Level 2. See “Note 5—Fair Value Measurements” for more information regarding the fair value of the Notes. Capped Call Transactions The Company used a portion of the net proceeds from each of the Note offerings to enter into separate privately negotiated capped call instruments (the 2018, 2019, 2020, and 2021 capped call instruments collectively referred to as the “Capped Call Transactions”) with certain financial institutions, 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. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the respective Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. The initial terms of the Company’s outstanding Capped Call Transactions are presented below: Capped Call Transactions Maturity Date Initial Cap Price per Share Cap Price Premium 2021 Capped Call Transactions June 15, 2028 $ 340.42 100 % 2020 Capped Call Transactions September 1, 2027 327.83 150 % 2019 Capped Call Transactions October 1, 2026 148.63 150 % The 2018 capped call transactions matured on March 1, 2023, and, in accordance with the settlement terms, the Company received 1,194,006 shares of the Company’s common stock from the counterparties to the capped call instruments. These shares were retired upon receipt. 2023 Credit Agreement On March 24, 2023, the Company entered into a $400.0 million senior secured revolving credit facility pursuant to an Amended and Restated Credit Agreement (the “2023 Credit Agreement”) among the Company, as borrower, certain subsidiaries of the Company as guarantors, the lenders, and JPMorgan Chase Bank N.A., as administrative Agent. The 2023 Credit Agreement will mature in March 2028 and includes a letter of credit sublimit of $60.0 million and a swingline loan sublimit of $20.0 million. The 2023 Credit Agreement amends and restates in its entirety the Credit Agreement dated as of February 25, 2019 between the Company, as borrower, the lenders party thereto from time to time, and Citibank N.A., as administrative Agent. Borrowings under the 2023 Credit Agreement (other than swingline loans) bear interest, at the Company’s option, at (i) a base rate equal to the highest of (a) the prime rate, (b) the federal funds rate plus 0.50%, and (c) an adjusted Term SOFR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.50% to 1.25% or (ii) an adjusted Term SOFR rate plus a margin ranging from 1.50% to 2.25%. Swingline loans under the 2023 Credit Agreement bear interest at the same base rate (plus the margin applicable to borrowings bearing interest at the base rate). These margins are determined based on the senior secured net leverage ratio (defined as secured funded debt, net of unrestricted cash up to $100.0 million, to EBITDA (as defined in the 2023 Credit Agreement)) for the preceding four fiscal quarter periods. The Company is also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee, ranging from 0.20% to 0.35% depending on the Company’s senior secured net leverage ratio, and fees associated with letters of credit. The 2023 Credit Agreement also permits the Company, in certain circumstances, to request an increase in the facility by an amount of up to $200.0 million at the same maturity, pricing and other terms and to request an extension of the maturity date for the facility. In connection with the 2023 Credit Agreement, the Company also paid the lenders certain upfront fees. At March 31, 2023, the Company did not have any borrowings under the 2023 Credit Agreement and was in compliance with all financial covenants. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8—Commitments and Contingencies Purchase Obligations The Company’s purchase obligations are primarily related to cloud computing. During the three months ended March 31, 2023, there were no material changes outside the ordinary course of business to the Company’s non-cancelable purchase obligations disclosed in the Company’s Annual Report. Legal Proceedings 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 could have an adverse effect on the Company’s results of operations, cash flows, or business and financial condition in the period the claims or litigation are resolved. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 9—Stockholders’ Deficit Effective May 3, 2022, the Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $600 million of its common stock. The program does not have a time limit and may be modified, suspended, or terminated at any time by the Board of Directors. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume, and general market conditions, along with the Company’s working capital requirements, general business conditions, and other factors. Under the stock repurchase program, the Company may 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 would permit 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 2018 capped call transactions matured on March 1, 2023, and in accordance with the settlement terms, the Company received 1,194,006 shares of the Company’s common stock from the counterparties to the capped call instruments. These shares were retired upon receipt. See “Note 7—Debt.” This receipt and subsequent retirement of shares was separate from the stock repurchase plan approved by the Board of Directors in May 2022. The following table summarizes the Company’s cumulative share repurchase activity under the program noted above, excluding shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units (“RSUs”) and the 1,194,006 shares received from the 2018 capped call transactions noted above (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 January 1, 2023 $ 301,431 Repurchases of common stock for the three months ended: March 31, 2023 1,205,151 $ 122.96 $ 148,199 (148,199) Balance as of March 31, 2023 1,205,151 $ 122.96 $ 148,199 $ 153,232 (1) Average price paid per share excludes broker commissions. Value of shares repurchased includes broker commissions. All repurchases were made using cash resources, and all repurchased shares of common stock have been retired. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10—Stock-Based Compensation During the three months ended March 31, 2023, the Company granted RSUs, including financial performance-based restricted stock units (“Financial PBRSUs”) and total shareholder return performance-based restricted stock units (“TSR PBRSUs”), under its 2015 Equity Incentive Plan (“2015 Plan”) and, pursuant to the evergreen increase provision of the 2015 Plan, 6,252,714 additional shares were added to the total number of shares available for issuance under the 2015 Plan effective as of January 2, 2023. At March 31, 2023, 56,644,564 shares were authorized under the 2015 Plan and 35,994,141 shares were available for future grant. The following table summarizes the activity for the Company’s unvested RSUs, which includes Financial PBRSUs and TSR PBRSUs, during the three months ended March 31, 2023: Shares Weighted-Average Unvested at December 31, 2022 6,393,786 $ 128.37 Granted 2,693,002 108.55 Vested (175,703) 141.91 Forfeited/Canceled (167,216) 125.59 Unvested at March 31, 2023 8,743,869 122.05 The total unrecognized compensation expense at March 31, 2023 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $888.3 million, which will be recognized over an estimated weighted-average amortization period of 3.07 years. Awards related to the acquisition of Depop on July 12, 2021, will be recognized as post-combination service stock-based compensation expense over a vesting period equal to the mandatory service period associated with the award, with a corresponding liability included within Other liabilities on the Company’s Consolidated Balance Sheets until the service-based vesting criteria are met and the awards are settled in shares of Etsy common stock. The unrecognized compensation expense at March 31, 2023 related to these awards was $3.0 million, which will be recognized over an estimated weighted-average amortization period of 1.1 years. These amounts are excluded from the unrecognized compensation expense associated with the Company’s unvested RSUs noted above. The total unrecognized compensation expense at March 31, 2023 related to the Company’s options was $11.6 million, which will be recognized over an estimated weighted-average amortization period of 1.74 years. Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for the periods presented below is as follows (in thousands): Three Months Ended 2023 2022 Cost of revenue $ 7,246 $ 4,191 Marketing 5,262 3,632 Product development 36,709 21,397 General and administrative 19,466 20,051 Stock-based compensation expense $ 68,683 $ 49,271 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”). The Company has condensed or omitted certain information and notes normally included in complete annual financial statements prepared in accordance with GAAP. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the audited consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K filed with the SEC on February 23, 2023 (the “Annual Report”). In the opinion of management, all material adjustments, which are of a normal and recurring nature, necessary for a fair statement of the results for the periods presented have been reflected in the condensed consolidated financial statements. The results of operations of any interim period are not necessarily indicative of the results of operations for the full annual period or any future period due to seasonal and other factors. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the amounts reported and disclosed in the condensed consolidated financial statements and accompanying notes. Actual results could differ from these estimates and judgments. The accounting estimates that require management’s most subjective judgments include: stock-based compensation; income taxes, including the estimate of the annual effective tax rate at interim periods and evaluation of uncertain tax positions; the valuation of acquired intangible assets, developed technology, and goodwill as part of purchase price allocations for business combinations; valuation of goodwill; and leases. As of March 31, 2023, there continues to be significant global macroeconomic and geopolitical uncertainty which may impact the Company’s business, results of operations, and financial condition. As a result, many of the Company’s estimates and judgments require increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table summarizes revenue disaggregated by Marketplace revenue and optional Services revenue for the periods presented (in thousands): Three Months Ended 2023 2022 Marketplace revenue $ 467,516 $ 427,691 Services revenue 173,361 151,575 Revenue $ 640,877 $ 579,266 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share for the periods presented (in thousands, except share and per share amounts): Three Months Ended 2023 2022 Numerator: Net income $ 74,537 $ 86,109 Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,595 1,592 Net income attributable to common stockholders—diluted $ 76,132 $ 87,701 Denominator: Weighted-average common shares outstanding—basic 124,336,969 127,149,293 Dilutive effect of assumed conversion of options to purchase common stock 2,602,709 3,303,488 Dilutive effect of assumed conversion of restricted stock units 1,310,947 1,509,044 Dilutive effect of assumed conversion of convertible senior notes (1) 14,715,195 14,716,054 Weighted-average common shares outstanding—diluted 142,965,820 146,677,879 Net income per share attributable to common stockholders—basic $ 0.60 $ 0.68 Net income per share attributable to common stockholders—diluted $ 0.53 $ 0.60 (1) The $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2028 (the “2021 Notes”), $650.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), the $649.9 million aggregate principal amount of 0.125% Convertible Senior Notes due 2026 (the “2019 Notes” and together with the 2021 Notes and 2020 Notes, the “Notes”), and the 0% Convertible Senior Notes due 2023 (the “2018 Notes”) were dilutive for the three months ended March 31, 2023 and March 31, 2022. During the first quarter of 2023, upon maturity of the 2018 Notes, the Company paid in cash the remaining outstanding principal to the holders of the 2018 Notes. See “Note 7—Debt” for additional information. |
Schedule of Anti-Dilutive Securities Excluded from Computation of Net Income 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 2023 2022 Stock options 192,568 198,081 Restricted stock units 1,490,998 1,853,488 Total anti-dilutive securities 1,683,566 2,051,569 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Values Company’s Investments | The following table sets forth the cost, gross unrealized losses, gross unrealized gains, and fair value of the Company’s investments as of the dates indicated (in thousands): Cost Gross Gross Fair Value Cash and Cash Equivalents Short-term Investments Long-term Investments March 31, 2023 Level 1 Money market funds 185,828 — — 185,828 185,752 76 — U.S. Government securities 84,104 (237) 156 84,023 — 51,148 32,875 269,932 (237) 156 269,851 185,752 51,224 32,875 Level 2 U.S. agency securities 24,841 (1) 25 24,865 — 22,823 2,042 Certificate of deposit 37,492 (90) 3 37,405 3,595 33,810 — Commercial paper 68,447 (70) 13 68,390 — 68,390 — Corporate bonds 93,754 (1,276) 52 92,530 — 76,419 16,111 224,534 (1,437) 93 223,190 3,595 201,442 18,153 Level 3 Loans receivable - held for investment 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 NAV Shares in limited liability company 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 $ 500,466 $ (1,674) $ 249 $ 499,041 $ 189,347 $ 252,666 $ 57,028 December 31, 2022 Level 1 Money market funds (1) 462,866 — — 462,866 374,314 76 — U.S. Government securities 64,968 (424) 4 64,548 2,995 61,553 — 527,834 (424) 4 527,414 377,309 61,629 — Level 2 U.S. agency securities 10,053 (1) 3 10,055 — 10,055 — Certificate of deposit 40,915 (184) 7 40,738 5,471 35,267 — Commercial paper 57,777 (101) 18 57,694 4,454 53,240 — Corporate bonds 122,294 (1,729) 6 120,571 1,212 90,222 29,137 231,039 (2,015) 34 229,058 11,137 188,784 29,137 $ 758,873 $ (2,439) $ 38 $ 756,472 $ 388,446 $ 250,413 $ 29,137 (1) $88.5 million of money market funds were classified as funds receivable and seller accounts as of December 31, 2022. |
Schedule of Unrealized Loss and Fair Value of Debt Securities Available-for-Sale | The table below shows the gross unrealized loss and fair value of the following investments in available-for-sale debt securities that are classified by the length of time that the securities have been in a continuous unrealized loss position as of the dates indicated (in thousands): Gross Unrealized Fair Value March 31, 2023 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (284) $ 42,122 U.S. Government securities (99) 34,070 $ (383) $ 76,192 12 months or longer in a continuous unrealized loss position Corporate bonds $ (992) $ 38,344 U.S. Government securities (138) 7,936 $ (1,130) $ 46,280 December 31, 2022 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (281) $ 70,469 U.S. Government securities (265) 51,075 $ (546) $ 121,544 12 months or longer in a continuous unrealized loss position Corporate bonds $ (1,448) $ 50,102 U.S. Government securities (159) 7,442 $ (1,607) $ 57,544 |
Schedule of Estimated Fair Value Liability Component | The following table presents the carrying value and estimated fair value of the Notes as of the dates indicated (in thousands): As of March 31, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 990,104 $ 830,400 $ 989,629 $ 863,300 2020 Notes 644,730 586,235 644,431 646,230 2019 Notes 645,829 934,082 645,536 998,361 2018 Notes — — 44 145 $ 2,280,663 $ 2,350,717 $ 2,279,640 $ 2,508,036 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following as of the dates indicated (in thousands): As of March 31, As of December 31, Pass-through marketplace tax collection obligation $ 94,813 $ 129,591 Vendor accruals 90,893 127,791 Employee compensation-related liabilities 36,981 63,718 Taxes payable 17,338 10,134 Total accrued expenses $ 240,025 $ 331,234 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): As of March 31, 2023 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,932 $ — $ 2,299,932 Unamortized debt issuance costs 9,896 5,270 4,103 — 19,269 Net carrying value $ 990,104 $ 644,730 $ 645,829 $ — $ 2,280,663 As of December 31, 2022 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,932 $ 44 $ 2,299,976 Unamortized debt issuance costs 10,371 5,569 4,396 — 20,336 Net carrying value $ 989,629 $ 644,431 $ 645,536 $ 44 $ 2,279,640 |
Schedule of Maturities of Convertible Notes | The Notes will mature at their maturity date unless earlier converted or repurchased. The terms of the Notes are summarized below: Convertible Notes Maturity Date Contractual Convertibility Date (1) Initial Conversion Rate per $1,000 Principal Initial Conversion Price Annual Effective Interest Rate 2021 Notes June 15, 2028 February 15, 2028 4.0518 $ 246.80 0.4 % 2020 Notes September 1, 2027 May 1, 2027 5.0007 199.97 0.3 % 2019 Notes October 1, 2026 June 1, 2026 11.4040 87.69 0.3 % 2018 Notes March 1, 2023 November 1, 2022 27.5691 36.27 — % (1) D uring any calendar quarter preceding the respective convertibility date of each series of Notes, in which the closing price of the Company’s common stock exceeds 130% of the applicable conversion price of the Notes on at least 20 of the last 30 consecutive trading days of the quarter, holders may, in the immediate quarter following, convert all or a portion of their Notes. Based on the daily closing prices of the Company’s stock during the quarter ended March 31, 2023, holders of the 2021 Notes, 2020 Notes, and 2019 Notes are not eligible to convert their 2021 Notes, 2020 Notes, and remaining 2019 Notes, respectively, during the second quarter of 2023. |
Schedule of Interest Expense | Interest expense, which consists of coupon interest and amortization of debt issuance costs, related to each of the Notes for the periods presented below was as follows (in thousands): Three Months Ended 2023 2022 2021 Notes $ 1,100 $ 1,100 2020 Notes 501 501 2019 Notes 496 496 Total interest expense $ 2,097 $ 2,097 |
Schedule of Capped Call Transactions | The initial terms of the Company’s outstanding Capped Call Transactions are presented below: Capped Call Transactions Maturity Date Initial Cap Price per Share Cap Price Premium 2021 Capped Call Transactions June 15, 2028 $ 340.42 100 % 2020 Capped Call Transactions September 1, 2027 327.83 150 % 2019 Capped Call Transactions October 1, 2026 148.63 150 % |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Schedule of Class of Treasury Stock | The following table summarizes the Company’s cumulative share repurchase activity under the program noted above, excluding shares withheld to satisfy tax withholding obligations in connection with the vesting of employee restricted stock units (“RSUs”) and the 1,194,006 shares received from the 2018 capped call transactions noted above (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 January 1, 2023 $ 301,431 Repurchases of common stock for the three months ended: March 31, 2023 1,205,151 $ 122.96 $ 148,199 (148,199) Balance as of March 31, 2023 1,205,151 $ 122.96 $ 148,199 $ 153,232 (1) Average price paid per share excludes broker commissions. Value of shares repurchased includes broker commissions. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Unvested RSU Activity | The following table summarizes the activity for the Company’s unvested RSUs, which includes Financial PBRSUs and TSR PBRSUs, during the three months ended March 31, 2023: Shares Weighted-Average Unvested at December 31, 2022 6,393,786 $ 128.37 Granted 2,693,002 108.55 Vested (175,703) 141.91 Forfeited/Canceled (167,216) 125.59 Unvested at March 31, 2023 8,743,869 122.05 |
Schedule of Stock-based Compensation Expense | Stock-based compensation expense included in the Condensed Consolidated Statements of Operations for the periods presented below is as follows (in thousands): Three Months Ended 2023 2022 Cost of revenue $ 7,246 $ 4,191 Marketing 5,262 3,632 Product development 36,709 21,397 General and administrative 19,466 20,051 Stock-based compensation expense $ 68,683 $ 49,271 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 640,877 | $ 579,266 |
Marketplace revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 467,516 | 427,691 |
Services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 173,361 | $ 151,575 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized in the period | $ 13.4 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 8.30% | |
Unrecognized tax benefits, period increase | $ 1.1 | |
Unrecognized tax benefits | 36.3 | $ 35.2 |
Unrecognized tax benefits that would impact effective tax rate favorably | 35.2 | |
Decrease in unrecognized tax benefits | $ 2.1 |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Numerator: | ||
Net income | $ 74,537 | $ 86,109 |
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes | 1,595 | 1,592 |
Net income attributable to common stockholders—diluted | $ 76,132 | $ 87,701 |
Denominator: | ||
Weighted average common shares outstanding—basic (in shares) | 124,336,969 | 127,149,293 |
Dilutive effect of assumed conversion of convertible senior notes (in shares) | 14,715,195 | 14,716,054 |
Weighted average common shares outstanding - diluted (in shares) | 142,965,820 | 146,677,879 |
Net income per share attributable to common stockholders—basic (in dollars per shares) | $ 0.60 | $ 0.68 |
Net income per share attributable to common stockholders—diluted (in dollars per share) | $ 0.53 | $ 0.60 |
Stock Options | ||
Denominator: | ||
Dilutive effect of assumed conversion (in shares) | 2,602,709 | 3,303,488 |
Restricted stock units | ||
Denominator: | ||
Dilutive effect of assumed conversion (in shares) | 1,310,947 | 1,509,044 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Shares Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 1,683,566 | 2,051,569 |
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) | 192,568 | 198,081 |
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) | 1,490,998 | 1,853,488 |
Net Income Per Share - Narrativ
Net Income Per Share - Narrative (Details) - Convertible Debt - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2018 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Principal | $ 2,299,932 | $ 2,299,976 | ||||
2021 Notes | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Principal | 1,000,000 | 1,000,000 | $ 1,000,000 | |||
Debt instrument, interest rate (as a percent) | 0.25% | |||||
2020 Notes | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Principal | 650,000 | 650,000 | $ 650,000 | |||
Debt instrument, interest rate (as a percent) | 0.125% | |||||
2019 Notes | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Debt instrument, interest rate (as a percent) | 0.125% | |||||
Principal, net of conversion notices | 649,932 | 649,932 | $ 649,900 | |||
Convertible Senior Notes Due 2023 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Debt instrument, interest rate (as a percent) | 0% | |||||
Principal, net of conversion notices | $ 0 | $ 44 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 investment | Dec. 31, 2022 USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Amount authorized for impact portfolio | $ | $ 30 | |
Number of investments related to impact portfolio | investment | 2 | |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities, investment maturity | 12 months | |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities, investment maturity | 37 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Values Company’s Investments (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | $ 500,466 | $ 758,873 |
Gross Unrealized Holding Loss | (1,674) | (2,439) |
Gross Unrealized Holding Gain | 249 | 38 |
Fair Value | 499,041 | 756,472 |
Cash and Cash Equivalents | 189,347 | 388,446 |
Short-term investments | 252,666 | 250,413 |
Long-term investments | 57,028 | 29,137 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 269,932 | 527,834 |
Gross Unrealized Holding Loss | (237) | (424) |
Gross Unrealized Holding Gain | 156 | 4 |
Fair Value | 269,851 | 527,414 |
Cash and Cash Equivalents | 185,752 | 377,309 |
Short-term investments | 51,224 | 61,629 |
Long-term investments | 32,875 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 185,828 | 462,866 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 185,828 | 462,866 |
Cash and Cash Equivalents | 185,752 | 374,314 |
Short-term investments | 76 | 76 |
Long-term investments | 0 | 0 |
Funds receivable and seller accounts | 88,500 | |
Level 1 | U.S. Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 84,104 | 64,968 |
Gross Unrealized Holding Loss | (237) | (424) |
Gross Unrealized Holding Gain | 156 | 4 |
Fair Value | 84,023 | 64,548 |
Cash and Cash Equivalents | 0 | 2,995 |
Short-term investments | 51,148 | 61,553 |
Long-term investments | 32,875 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 224,534 | 231,039 |
Gross Unrealized Holding Loss | (1,437) | (2,015) |
Gross Unrealized Holding Gain | 93 | 34 |
Fair Value | 223,190 | 229,058 |
Cash and Cash Equivalents | 3,595 | 11,137 |
Short-term investments | 201,442 | 188,784 |
Long-term investments | 18,153 | 29,137 |
Level 2 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 24,841 | 10,053 |
Gross Unrealized Holding Loss | (1) | (1) |
Gross Unrealized Holding Gain | 25 | 3 |
Fair Value | 24,865 | 10,055 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 22,823 | 10,055 |
Long-term investments | 2,042 | 0 |
Level 2 | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 37,492 | 40,915 |
Gross Unrealized Holding Loss | (90) | (184) |
Gross Unrealized Holding Gain | 3 | 7 |
Fair Value | 37,405 | 40,738 |
Cash and Cash Equivalents | 3,595 | 5,471 |
Short-term investments | 33,810 | 35,267 |
Long-term investments | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 68,447 | 57,777 |
Gross Unrealized Holding Loss | (70) | (101) |
Gross Unrealized Holding Gain | 13 | 18 |
Fair Value | 68,390 | 57,694 |
Cash and Cash Equivalents | 0 | 4,454 |
Short-term investments | 68,390 | 53,240 |
Long-term investments | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 93,754 | 122,294 |
Gross Unrealized Holding Loss | (1,276) | (1,729) |
Gross Unrealized Holding Gain | 52 | 6 |
Fair Value | 92,530 | 120,571 |
Cash and Cash Equivalents | 0 | 1,212 |
Short-term investments | 76,419 | 90,222 |
Long-term investments | 16,111 | $ 29,137 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 3,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 3,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | 3,000 | |
Level 3 | Loans receivable - held for investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 3,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 3,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | 3,000 | |
NAV | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 3,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 3,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | 3,000 | |
NAV | Shares in limited liability company | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 3,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 3,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | $ 3,000 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Unrealized Loss and Fair Value of Debt Securities Available-for-Sale (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | $ (383) | $ (546) |
Fair Value | 76,192 | 121,544 |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (1,130) | (1,607) |
Fair Value | 46,280 | 57,544 |
Corporate bonds | ||
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (284) | (281) |
Fair Value | 42,122 | 70,469 |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (992) | (1,448) |
Fair Value | 38,344 | 50,102 |
U.S. Government securities | ||
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (99) | (265) |
Fair Value | 34,070 | 51,075 |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (138) | (159) |
Fair Value | $ 7,936 | $ 7,442 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value Liability Component (Details) - Level 2 - Convertible Debt - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 2,280,663 | $ 2,279,640 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 2,350,717 | 2,508,036 |
2021 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 990,104 | 989,629 |
2021 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 830,400 | 863,300 |
2020 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 644,730 | 644,431 |
2020 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 586,235 | 646,230 |
2019 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 645,829 | 645,536 |
2019 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 934,082 | 998,361 |
2018 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 0 | 44 |
2018 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 0 | $ 145 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Pass-through marketplace tax collection obligation | $ 94,813 | $ 129,591 |
Vendor accruals | 90,893 | 127,791 |
Employee compensation-related liabilities | 36,981 | 63,718 |
Taxes payable | 17,338 | 10,134 |
Total accrued expenses | $ 240,025 | $ 331,234 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Long-term debt, net | $ 2,280,663 | $ 2,279,640 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 2,299,932 | 2,299,976 | |||
Unamortized debt issuance costs | 19,269 | 20,336 | |||
Long-term debt, net | 2,280,663 | 2,279,640 | |||
2021 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 1,000,000 | 1,000,000 | $ 1,000,000 | ||
Unamortized debt issuance costs | 9,896 | 10,371 | |||
Long-term debt, net | 990,104 | 989,629 | |||
2020 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 650,000 | 650,000 | $ 650,000 | ||
Unamortized debt issuance costs | 5,270 | 5,569 | |||
Long-term debt, net | 644,730 | 644,431 | |||
2019 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal, net of conversion notices | 649,932 | 649,932 | $ 649,900 | ||
Unamortized debt issuance costs | 4,103 | 4,396 | |||
Long-term debt, net | 645,829 | 645,536 | |||
2018 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal, net of conversion notices | 0 | 44 | |||
Unamortized debt issuance costs | 0 | 0 | |||
Long-term debt, net | $ 0 | $ 44 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Convertible Notes (Details) - Convertible Debt | 1 Months Ended | ||||
Jun. 30, 2021 $ / shares | Aug. 31, 2020 $ / shares | Sep. 30, 2019 $ / shares | Mar. 31, 2018 $ / shares | Mar. 31, 2023 | |
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0040518 | ||||
Conversion price (in dollars per share) | $ 246.80 | ||||
Effective interest rate | 0.40% | ||||
2020 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0050007 | ||||
Conversion price (in dollars per share) | $ 199.97 | ||||
Effective interest rate | 0.30% | ||||
2019 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0114040 | ||||
Conversion price (in dollars per share) | $ 87.69 | ||||
Effective interest rate | 0.30% | ||||
2018 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0275691 | ||||
Conversion price (in dollars per share) | $ 36.27 | ||||
Effective interest rate | 0% |
Debt - Terms of the Notes (Deta
Debt - Terms of the Notes (Details) - Convertible Debt - day | 1 Months Ended | 3 Months Ended |
Jun. 30, 2021 | Mar. 31, 2023 | |
Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Threshold percentage of stock price trigger | 130% | |
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
2021 Notes | Debt Instrument, Redemption, Period One | ||
Debt Instrument [Line Items] | ||
Threshold percentage of stock price trigger | 130% | |
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
2021 Notes | Debt Instrument, Redemption, Period Two | ||
Debt Instrument [Line Items] | ||
Redemption price percent | 100% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Instrument [Line Items] | ||
Non-cash interest expense | $ 2,097 | $ 2,097 |
2021 Notes | ||
Debt Instrument [Line Items] | ||
Non-cash interest expense | 1,100 | 1,100 |
2020 Notes | ||
Debt Instrument [Line Items] | ||
Non-cash interest expense | 501 | 501 |
2019 Notes | ||
Debt Instrument [Line Items] | ||
Non-cash interest expense | $ 496 | $ 496 |
Debt - Schedule of Capped Call
Debt - Schedule of Capped Call Transactions (Details) - $ / shares | Mar. 01, 2023 | Jun. 08, 2021 | Aug. 19, 2020 | Sep. 18, 2019 | Aug. 31, 2020 | Sep. 30, 2019 |
2021 Capped Call Transactions | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Transaction price cap (in dollars per share) | $ 340.42 | |||||
Cap premium percentage over reported sales price | 100% | |||||
2020 Capped Call Transactions | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Transaction price cap (in dollars per share) | $ 327.83 | |||||
Cap premium percentage over reported sales price | 150% | |||||
2019 Capped Call Transactions | Convertible Debt | ||||||
Line of Credit Facility [Line Items] | ||||||
Transaction price cap (in dollars per share) | $ 148.63 | |||||
Cap premium percentage over reported sales price | 150% | |||||
2018 Capped Call Transactions | ||||||
Line of Credit Facility [Line Items] | ||||||
Settlement of Capped Call (in shares) | 1,194,006 |
Debt - 2023 Credit Agreement (D
Debt - 2023 Credit Agreement (Details) - Credit Agreement - USD ($) $ in Millions | Mar. 24, 2023 | Mar. 31, 2023 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 400 | |
Maximum unrestricted cash | $ 100 | |
Line of credit facility, amount outstanding | $ 0 | |
Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee amount | 0.20% | |
Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee amount | 0.35% | |
Revolving Credit Facility | Federal Funds Effective Swap Rate | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Revolving Credit Facility | One-Month Adjusted Term SOFR | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1% | |
Revolving Credit Facility | One-Month Adjusted Term SOFR Plus 1% | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 0.50% | |
Revolving Credit Facility | One-Month Adjusted Term SOFR Plus 1% | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.25% | |
Revolving Credit Facility | Adjusted Term SOFR, Adjusted | Minimum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 1.50% | |
Revolving Credit Facility | Adjusted Term SOFR, Adjusted | Maximum | ||
Line of Credit Facility [Line Items] | ||
Basis spread on variable rate | 2.25% | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 60 | |
Line of credit facility, current borrowing capacity | 200 | |
Bridge Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 20 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) $ in Millions | May 03, 2022 USD ($) |
Equity [Abstract] | |
Stock repurchase program, authorized amount | $ 600 |
Stockholders_ Deficit - Summary
Stockholders’ Deficit - Summary of Activity of Shares Repurchases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Equity [Abstract] | ||
Remaining Amount Authorized | $ 153,232 | $ 301,431 |
Shares Repurchased (in shares) | 1,205,151 | |
Average Price Paid per Share (in dollars per share) | $ 122.96 | |
Stock repurchased and retired during period, value, including broker fees | $ 148,199 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Jan. 02, 2023 | Mar. 31, 2023 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation | $ 888.3 | |
Total unrecognized compensation, period of recognition (in years) | 3 years 25 days | |
Unvested Deferred Consideration | Depop | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation | $ 3 | |
Total unrecognized compensation, period of recognition (in years) | 1 year 1 month 6 days | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation, period of recognition (in years) | 1 year 8 months 26 days | |
Total unrecognized compensation | $ 11.6 | |
2015 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Maximum number of additional shares issued annually (in shares) | 6,252,714 | |
Number of shares authorized (in shares) | 56,644,564 | |
Number of shares available for grant (in shares) | 35,994,141 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested RSUs (Details) - RSUs - $ / shares | 3 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | |
Shares | ||
Beginning balance, Unvested (in shares) | 6,393,786 | |
Granted (in shares) | 2,693,002 | |
Vested (in shares) | (175,703) | |
Forfeited/Cancelled (in shares) | (167,216) | |
Ending balance, Unvested (in shares) | 8,743,869 | |
Weighted-Average Grant Date Fair Value | ||
Unvested, balance (in dollars per share) | $ 122.05 | $ 128.37 |
Granted (in dollars per share) | 108.55 | |
Vested (in dollars per share) | 141.91 | |
Forfeited/Cancelled (in dollars per share) | $ 125.59 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 68,683 | $ 49,271 |
Cost of revenue | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 7,246 | 4,191 |
Marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 5,262 | 3,632 |
Product development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | 36,709 | 21,397 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation expense | $ 19,466 | $ 20,051 |