Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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, $0.001 par value per share | |
Trading Symbol | ETSY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 119,746,254 | |
Entity Central Index Key | 0001370637 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 741,958 | $ 921,278 |
Short-term investments | 234,930 | 250,413 |
Accounts receivable, net of expected credit losses of $10,147 and $8,303 as of September 30, 2023 and December 31, 2022, respectively | 19,410 | 27,888 |
Prepaid and other current assets | 125,605 | 80,203 |
Funds receivable and seller accounts | 221,958 | 233,961 |
Total current assets | 1,343,861 | 1,513,743 |
Restricted cash | 0 | 5,341 |
Property and equipment, net of accumulated depreciation and amortization of $230,000 and $204,189 as of September 30, 2023 and December 31, 2022, respectively | 245,806 | 249,744 |
Goodwill | 137,461 | 137,724 |
Intangible assets, net of accumulated amortization of $113,638 and $92,179 as of September 30, 2023 and December 31, 2022, respectively | 452,881 | 535,406 |
Deferred tax assets | 146,380 | 121,506 |
Long-term investments | 76,600 | 29,137 |
Other assets | 46,208 | 42,360 |
Total assets | 2,449,197 | 2,634,961 |
Current liabilities: | ||
Accounts payable | 14,150 | 28,757 |
Accrued expenses | 271,973 | 331,234 |
Finance lease obligations—current | 5,221 | 4,731 |
Funds payable and amounts due to sellers | 221,958 | 233,961 |
Deferred revenue | 14,984 | 14,008 |
Other current liabilities | 20,531 | 19,064 |
Total current liabilities | 548,817 | 631,755 |
Finance lease obligations—net of current portion | 101,114 | 105,699 |
Deferred tax liabilities | 25,496 | 44,735 |
Long-term debt, net | 2,282,751 | 2,279,640 |
Other liabilities | 113,547 | 120,406 |
Total liabilities | 3,071,725 | 3,182,235 |
Commitments and contingencies (Note 10) | ||
Stockholders’ deficit: | ||
Common stock ($0.001 par value, 1,400,000,000 shares authorized as of September 30, 2023 and December 31, 2022; 119,662,608 and 125,054,278 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively) | 120 | 125 |
Preferred stock ($0.001 par value, 25,000,000 shares authorized as of September 30, 2023 and December 31, 2022) | 0 | 0 |
Additional paid-in capital | 1,028,335 | 815,085 |
Accumulated deficit | (1,347,230) | (1,048,267) |
Accumulated other comprehensive loss | (303,753) | (314,217) |
Total stockholders' deficit | (622,528) | (547,274) |
Total liabilities and stockholders' deficit | $ 2,449,197 | $ 2,634,961 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, expected credit losses | $ 10,147 | $ 8,303 |
Property and equipment, accumulated depreciation and amortization | 230,000 | 204,189 |
Finite-lived intangible assets, accumulated amortization | $ 113,638 | $ 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) | 119,662,608 | 125,054,278 |
Common stock, shares outstanding (in shares) | 119,662,608 | 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 636,302 | $ 594,469 | $ 1,906,055 | $ 1,758,870 |
Cost of revenue | 188,827 | 174,401 | 572,918 | 518,817 |
Gross profit | 447,475 | 420,068 | 1,333,137 | 1,240,053 |
Operating expenses: | ||||
Marketing | 160,936 | 147,242 | 498,120 | 465,590 |
Product development | 113,932 | 108,040 | 351,844 | 299,611 |
General and administrative | 84,051 | 74,544 | 250,699 | 227,734 |
Asset impairment charges | 0 | 1,045,022 | 68,091 | 1,045,022 |
Total operating expenses | 358,919 | 1,374,848 | 1,168,754 | 2,037,957 |
Income (loss) from operations | 88,556 | (954,780) | 164,383 | (797,904) |
Other income, net | 8,411 | 5,763 | 19,269 | 8,036 |
Income (loss) before income taxes | 96,967 | (949,017) | 183,652 | (789,868) |
(Provision) benefit for income taxes | (9,117) | (14,051) | 40,650 | (13,968) |
Net income (loss) | $ 87,850 | $ (963,068) | $ 224,302 | $ (803,836) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.72 | $ (7.62) | $ 1.82 | $ (6.33) |
Diluted (in dollars per share) | $ 0.64 | $ (7.62) | $ 1.62 | $ (6.33) |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 121,807,908 | 126,349,250 | 123,341,417 | 126,985,731 |
Diluted (in shares) | 138,890,567 | 126,349,250 | 141,046,041 | 126,985,731 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 87,850 | $ (963,068) | $ 224,302 | $ (803,836) |
Other comprehensive (loss) income: | ||||
Cumulative translation adjustment | (17,516) | (135,493) | 9,663 | (295,792) |
Unrealized gains (losses) on investments, net of tax expense (benefit) of $130, $(68), $260, and $(644), respectively | 387 | (239) | 801 | (2,052) |
Total other comprehensive (loss) income | (17,129) | (135,732) | 10,464 | (297,844) |
Comprehensive income (loss) | $ 70,721 | $ (1,098,800) | $ 234,766 | $ (1,101,680) |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized gain (losses) on marketable securities, net of tax expense (benefit) | $ 130 | $ (68) | $ 260 | $ (644) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings (Accumulated Deficit) | Accumulated Other Comprehensive 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] | 191,493 | ||||
Stock-based compensation | [1] | 182,353 | 182,353 | |||
Exercise of vested options (in shares) | 546,367 | |||||
Exercise of vested options | 8,212 | $ 1 | 8,211 | |||
Settlement of convertible senior notes, net of taxes (in shares) | 160 | |||||
Settlement of convertible senior notes, net of taxes | 0 | |||||
Vesting of restricted stock units, net of shares withheld (in shares) | 516,534 | |||||
Vesting of restricted stock units, net of shares withheld | (48,438) | $ 1 | (48,439) | |||
Stock repurchase (in shares) | (2,614,895) | |||||
Stock repurchase | (275,308) | $ (3) | (275,305) | |||
Other comprehensive income (loss) | (297,844) | (297,844) | ||||
Net income (loss) | (803,836) | (803,836) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 125,661,777 | |||||
Ending balance at Sep. 30, 2022 | (606,242) | $ 126 | 773,887 | (1,007,397) | (372,858) | |
Beginning balance (in shares) at Jun. 30, 2022 | 126,741,612 | |||||
Beginning balance at Jun. 30, 2022 | 581,295 | $ 127 | 712,053 | 106,241 | (237,126) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [1] | 163,483 | ||||
Stock-based compensation | [1] | 67,342 | 67,342 | |||
Exercise of vested options (in shares) | 152,181 | |||||
Exercise of vested options | 2,754 | $ 1 | 2,753 | |||
Settlement of convertible senior notes, net of taxes (in shares) | 1 | |||||
Settlement of convertible senior notes, net of taxes | 0 | |||||
Vesting of restricted stock units, net of shares withheld (in shares) | 108,005 | |||||
Vesting of restricted stock units, net of shares withheld | (8,261) | (8,261) | ||||
Stock repurchase (in shares) | (1,503,505) | |||||
Stock repurchase | (150,572) | $ (2) | (150,570) | |||
Other comprehensive income (loss) | (135,732) | (135,732) | ||||
Net income (loss) | (963,068) | (963,068) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 125,661,777 | |||||
Ending balance at Sep. 30, 2022 | $ (606,242) | $ 126 | 773,887 | (1,007,397) | (372,858) | |
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) | [2] | 45,680 | ||||
Stock-based compensation | [2] | 228,148 | 228,148 | |||
Exercise of vested options (in shares) | 482,482 | |||||
Exercise of vested options | 8,448 | 8,448 | ||||
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) | 278 | |||||
Settlement of convertible senior notes, net of taxes | (1) | (1) | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 805,747 | |||||
Vesting of restricted stock units, net of shares withheld | $ (57,568) | $ 1 | (57,569) | |||
Stock repurchase (in shares) | (5,531,851) | (5,531,851) | ||||
Stock repurchase | $ (489,047) | $ (5) | (489,042) | |||
Other comprehensive income (loss) | 10,464 | 10,464 | ||||
Net income (loss) | $ 224,302 | 224,302 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 119,662,608 | 119,662,608 | ||||
Ending balance at Sep. 30, 2023 | $ (622,528) | $ 120 | 1,028,335 | (1,347,230) | (303,753) | |
Beginning balance (in shares) at Jun. 30, 2023 | 123,249,136 | |||||
Beginning balance at Jun. 30, 2023 | (464,175) | $ 123 | 957,738 | (1,135,412) | (286,624) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [2] | 27,309 | ||||
Stock-based compensation | [2] | 76,370 | 76,370 | |||
Exercise of vested options (in shares) | 149,670 | |||||
Exercise of vested options | 2,693 | 2,693 | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 151,772 | |||||
Vesting of restricted stock units, net of shares withheld | $ (8,466) | (8,466) | ||||
Stock repurchase (in shares) | (3,915,279) | (3,915,279) | ||||
Stock repurchase | $ (299,671) | $ (3) | (299,668) | |||
Other comprehensive income (loss) | (17,129) | (17,129) | ||||
Net income (loss) | $ 87,850 | 87,850 | ||||
Ending balance (in shares) at Sep. 30, 2023 | 119,662,608 | 119,662,608 | ||||
Ending balance at Sep. 30, 2023 | $ (622,528) | $ 120 | $ 1,028,335 | $ (1,347,230) | $ (303,753) | |
[1]Includes the partial payments of Depop deferred consideration. See “Note 12—Stock-Based Compensation” for additional information.[2]Includes the partial payments of Depop deferred consideration. See “Note 12—Stock-Based Compensation” for additional information. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | ||
Cash flows from operating activities | |||
Net income (loss) | $ 224,302 | $ (803,836) | |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||
Stock-based compensation expense | 216,082 | 166,533 | |
Depreciation and amortization expense | 68,290 | 73,908 | |
Provision for expected credit losses | 14,390 | 7,621 | |
Foreign exchange gain | (4,113) | (17,585) | |
Deferred benefit for income taxes | (45,255) | (25,955) | |
Loss on sale of business | 2,630 | 0 | |
Asset impairment charges | 68,091 | 1,045,022 | |
Other non-cash expense, net | 327 | 6,519 | |
Changes in operating assets and liabilities (net of impact of sale of business): | |||
Current assets | (39,578) | 11,418 | |
Non-current assets | (3,964) | 6,420 | |
Current liabilities | (87,852) | (88,831) | |
Non-current liabilities | (2,942) | 10,628 | |
Net cash provided by operating activities | 410,408 | 391,862 | |
Cash flows from investing activities | |||
Cash paid for intangible assets | (12) | (6,400) | |
Purchases of property and equipment | (7,740) | (8,351) | |
Development of internal-use software | (19,594) | (16,912) | |
Purchases of investments | (288,226) | (205,841) | |
Sales and maturities of investments | 261,589 | 207,568 | |
Net cash used in investing activities | (53,983) | (29,936) | |
Cash flows from financing activities | |||
Payment of tax obligations on vested equity awards | (58,008) | (48,018) | |
Repurchase of stock | (483,987) | (275,308) | |
Proceeds from exercise of stock options | 8,448 | 8,212 | |
Payment of debt issuance costs | (2,215) | (25) | |
Settlement of convertible senior notes | (90) | (33) | |
Payments on finance lease obligations | (4,723) | (4,755) | |
Other financing, net | (259) | (2,483) | |
Net cash used in financing activities | (540,834) | (322,410) | |
Effect of exchange rate changes on cash | (252) | (29,722) | |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (184,661) | 9,794 | |
Cash, cash equivalents, and restricted cash at beginning of period | 926,619 | 785,537 | |
Cash, cash equivalents, and restricted cash at end of period | 741,958 | 795,331 | |
Supplemental cash flow disclosures: | |||
Cash paid for income taxes, net of refunds | 29,598 | 25,071 | |
Supplemental non-cash disclosures: | |||
Stock-based compensation capitalized in development of capitalized software and asset additions in exchange for liabilities | 16,479 | 7,806 | |
Lease assets obtained in exchange for new lease liabilities | 7,751 | 236 | |
Excise tax payable | 5,060 | 0 | |
Deferred consideration | [1] | 4,611 | 17,197 |
Reconciliation of cash, cash equivalents, and restricted cash | |||
Cash and cash equivalents | 741,958 | 789,990 | |
Restricted cash | 0 | 5,341 | |
Total cash, cash equivalents, and restricted cash | $ 741,958 | $ 795,331 | |
[1]See “Note 12—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 | 9 Months Ended |
Sep. 30, 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. On August 10, 2023, Etsy closed the previously announced sale of the parent holding company of Elo7 Serviços de Informática (“Elo7”), the Company’s Brazil-based marketplace for handmade and unique items, to Enjoei S.A., a corporation in Brazil. The financial results of Elo7 have been included in Etsy’s Consolidated Financial Statements until August 10, 2023. See “Note 6—Sale of Business ” for more information. 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 September 30, 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. Interim Impairment Evaluation During the quarter ended June 30, 2023, the Company evaluated whether events or circumstances had changed such that it would indicate it is more likely than not that its goodwill, finite-lived intangible assets, and other long-lived assets were impaired (a “triggering event”). Given the macroeconomic conditions at the time, challenges applying the Company’s technological, marketing, and operational expertise to help scale Elo7’s business, and the resultant headwinds to the business, the Company revised its business forecasts for Elo7 downwards. The Company concluded a triggering event had occurred for the Elo7 reporting unit, and conducted an impairment test of its finite-lived intangible assets and other long-lived assets as of June 30, 2023. The Company prepared an updated fair value for the Elo7 reporting unit based on a quantitative assessment, which included estimates of future revenue, and the net available cash flows; as well as a determination that the Company would more likely than not use the Elo7 asset group, including its intangible assets, for a period of less than twelve months. Based on this assessment, the Company concluded that the book value of the finite-lived intangible assets and other long-lived assets for the Elo7 reporting units were fully impaired. The Company recognized impairment charges of $68.1 million for the Elo7 reporting unit as a result of this quantitative assessment during the three months ended June 30, 2023. See “Note 5—Asset Impairment Charges” for further details. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2023 2022 2023 2022 Marketplace revenue $ 460,922 $ 443,489 $ 1,381,395 $ 1,310,729 Services revenue 175,380 150,980 524,660 448,141 Revenue $ 636,302 $ 594,469 $ 1,906,055 $ 1,758,870 Contract balances Deferred revenues The amount of revenue recognized in the nine months ended September 30, 2023 that was included in the deferred balance at January 1, 2023 was $14.0 million. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 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, divestitures, 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 nine months ended September 30, 2023, the Company’s effective income tax rate was (22.1)% representing an income tax benefit recorded on net income before tax. The effective tax rate for the nine months ended September 30, 2023 was lower than the U.S. statutory rate of 21% primarily due to the impact from a $56.1 million tax benefit related to Elo7, foreign operations taxed at a lower rate, and a benefit related to a research and development tax credit, partially offset by a valuation allowance recorded against tax attributes in a foreign jurisdiction and 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. The amount of unrecognized tax benefits included in the Consolidated Balance Sheets increased $11.3 million in the nine months ended September 30, 2023, from $35.2 million as of December 31, 2022 to $46.5 million as of September 30, 2023. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $45.2 million as of September 30, 2023. Although the timing of the resolution and/or closure of audits is highly uncertain, it is reasonably possible that the balance of gross unrecognized tax benefits could significantly change in the next 12 months. The Company’s reasonable estimate of its gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next 12 months is $7.8 million. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | Note 4—Net Income (Loss) Per Share The following table presents the calculation of basic and diluted net income (loss) per share for the periods presented (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net income (loss) $ 87,850 $ (963,068) $ 224,302 $ (803,836) Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,583 — 4,750 — Net income (loss) attributable to common stockholders—diluted $ 89,433 $ (963,068) $ 229,052 $ (803,836) Denominator: Weighted-average common shares outstanding—basic 121,807,908 126,349,250 123,341,417 126,985,731 Dilutive effect of assumed conversion of options to purchase common stock 2,053,781 — 2,328,388 — Dilutive effect of assumed conversion of restricted stock units 314,798 — 661,887 — Dilutive effect of assumed conversion of convertible senior notes (1) 14,714,080 — 14,714,349 — Weighted-average common shares outstanding—diluted 138,890,567 126,349,250 141,046,041 126,985,731 Net income (loss) per share attributable to common stockholders—basic $ 0.72 $ (7.62) $ 1.82 $ (6.33) Net income (loss) per share attributable to common stockholders—diluted $ 0.64 $ (7.62) $ 1.62 $ (6.33) (1) The $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2028 (the “2021 Notes”), the $650.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), and 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”) were dilutive for the three months ended September 30, 2023. The Notes and the 0% Convertible Senior Notes due 2023 (the “2018 Notes”) were dilutive for the nine months ended September 30, 2023 and anti-dilutive for the three and nine months ended September 30, 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 9—Debt” for additional information. As a result, the 2018 Notes were not included in the calculation of net income per share for the three months ended September 30, 2023. The following potential shares of common stock were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 197,999 2,999,502 177,848 3,197,330 Restricted stock units 6,665,687 6,021,635 6,020,977 5,377,776 Convertible senior notes — 14,715,893 — 14,716,800 Total anti-dilutive securities 6,863,686 23,737,030 6,198,825 23,291,906 Since the Company has reported net losses in the three and nine months ended September 30, 2022, 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. |
Asset Impairment Charges
Asset Impairment Charges | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairment Charges | Note 5—Asset Impairment Charges Asset impairment charges consisted of the following as of the dates indicated (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Property and equipment, net $ — $ — $ 7,855 $ — Intangible assets, net — — 60,236 — Goodwill — 1,045,022 — 1,045,022 Total asset impairment charges $ — $ 1,045,022 $ 68,091 $ 1,045,022 During the nine months ended September 30, 2023, the Company impaired property and equipment and finite-lived intangible assets of its Elo7 reporting unit in full. The asset impairment charges related to property and equipment primarily related to developed technology and the asset impairment charges related to intangible assets primarily related to trademark and customer relationships. See “Note 1—Basis of Presentation and Summary of Significant Accounting Policies” for more information. During the three and nine months ended September 30, 2022, the Company recorded non-cash impairment charges of $897.9 million and $147.1 million to write off goodwill in full for the Depop and Elo7 reporting units, respectively. The Company did not record any non-cash impairment charges to the finite-lived intangible assets or other long-lived assets of Depop and Elo7 for the three and nine months ended September 30, 2022. In the event there are adverse changes in the Company’s projected cash flows, changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and a lower terminal growth rate, the Company may be required to record additional non-cash impairment charges to its goodwill and other long-lived assets. Such non-cash charges could have a material adverse effect on the Company’s consolidated statement of operations and balance sheet in the reporting period of the charge. The impairment assessments are most sensitive to broader market conditions, including the discount rate and market multiples, and to the Company’s estimated future cash flows. |
Sale of Business
Sale of Business | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of Business | Note 6—Sale of Business Due to challenges Etsy faced to effectively scale Elo7 in Brazil over the last two years, particularly given headwinds created by a volatile macroeconomic environment and an increasingly competitive e-commerce market in Brazil, on August 10, 2023, Etsy closed the sale of the parent holding company of Elo7 to Enjoei S.A., a corporation in Brazil. The Company recognized a net loss on the sale of Elo7 of $2.6 million, which includes a $7.5 million loss from the reclassification out of accumulated other comprehensive loss related to a cumulative translation adjustment. The net loss on the sale of Elo7 was recorded in other income, net in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 7—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 nine months ended September 30, 2023, the Company invested a portion of the Impact Investment Fund in three investments which are classified as long-term investments on its Consolidated Balance Sheet. The investment in a loan receivable is measured on an amortized cost basis and the investments in third-party managed funds are 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. NAV is primarily determined based on the information provided by external fund administrators for which the most recent financial information is typically received on a lag within the quarter following the Company’s balance sheet date. 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 September 30, 2023 Level 1 Money market funds $ 210,286 $ — $ — $ 210,286 $ 210,207 $ 79 $ — U.S. Government securities 84,860 (598) — 84,262 — 51,624 32,638 295,146 (598) — 294,548 210,207 51,703 32,638 Level 2 U.S. agency securities 25,553 (50) — 25,503 — 25,503 — Certificate of deposit 31,916 (11) 8 31,913 — 31,913 — Commercial paper 71,696 (39) 1 71,658 3,971 67,687 — Corporate bonds 86,735 (664) 15 86,086 — 58,124 27,962 215,900 (764) 24 215,160 3,971 183,227 27,962 Level 3 Loans receivable - held for investment 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 NAV Third-party managed funds 13,000 — — 13,000 — — 13,000 13,000 — — 13,000 — — 13,000 $ 527,046 $ (1,362) $ 24 $ 525,708 $ 214,178 $ 234,930 $ 76,600 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 September 30, 2023 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (274) $ 46,057 12 months or longer in a continuous unrealized loss position Corporate bonds $ (390) $ 23,887 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 9—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 September 30, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 991,054 $ 758,800 $ 989,629 $ 863,300 2020 Notes 645,326 519,870 644,431 646,230 2019 Notes 646,371 662,625 645,536 998,361 2018 Notes — — 44 145 $ 2,282,751 $ 1,941,295 $ 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 | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8—Accrued Expenses Accrued expenses consisted of the following as of the dates indicated (in thousands): As of September 30, As of December 31, Vendor accruals $ 94,075 $ 127,791 Pass-through marketplace tax collection obligation 92,229 129,591 Employee compensation-related liabilities 68,425 63,718 Taxes payable 17,244 10,134 Total accrued expenses $ 271,973 $ 331,234 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 9—Debt The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): As of September 30, 2023 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ — $ 2,299,887 Unamortized debt issuance costs 8,946 4,674 3,516 — 17,136 Net carrying value $ 991,054 $ 645,326 $ 646,371 $ — $ 2,282,751 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 September 30, 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 fourth 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 September 30, 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 Nine Months Ended 2023 2022 2023 2022 2021 Notes $ 1,100 $ 1,100 $ 3,300 $ 3,300 2020 Notes 502 502 1,505 1,505 2019 Notes 497 497 1,489 1,489 Total interest expense $ 2,099 $ 2,099 $ 6,294 $ 6,294 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 7—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. While the Company had no outstanding borrowings under the 2023 Credit Agreement as of September 30, 2023, one of the lenders has issued a $5.3 million standby letter of credit in favor of the landlord of the Company’s corporate headquarters, which can be drawn down from amounts available under the 2023 Credit Agreement. As of September 30, 2023, the Company was in compliance with all financial covenants. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10—Commitments and Contingencies Purchase Obligations The Company’s purchase obligations are primarily related to cloud computing. During the nine months ended September 30, 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 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 matters will not have a material adverse effect on its business. |
Stockholders_ Deficit
Stockholders’ Deficit | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11—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 “May 2022 Stock Repurchase Program”). All purchases under this program were completed in the third quarter of 2023. Effective June 14, 2023, the Board of Directors approved a new stock repurchase program that authorizes the Company to repurchase up to an additional $1 billion of its common stock (the “June 2023 Stock Repurchase Program”). The June 2023 Stock Repurchase 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 June 2023 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 following table summarizes the Company’s cumulative share repurchase activity under the programs 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 below (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) June 30, 2023 411,421 94.44 38,863 (38,863) New Authorization as of June 14, 2023 — — — 1,000,000 Repurchases of common stock for the three months ended: September 30, 2023 3,915,279 75.84 297,009 (297,009) Balance as of September 30, 2023 5,531,851 $ 87.49 $ 484,071 $ 817,360 (1) Average price paid per share excludes broker commissions and excise tax. Value of shares repurchased includes broker commissions. 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 9—Debt” for additional information. This receipt and subsequent retirement of shares was separate from the stock repurchase plan approved by the Board of Directors in May 2022. All repurchases were made using cash on hand, and all repurchased shares of common stock have been retired. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 12—Stock-Based Compensation During the three and nine months ended September 30, 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 September 30, 2023, 56,644,564 shares were authorized under the 2015 Plan and 36,635,644 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 nine months ended September 30, 2023: Shares Weighted-Average Unvested at December 31, 2022 6,393,786 $ 128.37 Granted 3,141,836 105.55 Vested (1,345,482) 116.45 Forfeited/Canceled (746,529) 137.78 Unvested at September 30, 2023 7,443,611 120.00 The total unrecognized compensation expense at September 30, 2023 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $716.2 million, which will be recognized over an estimated weighted-average amortization period of 2.71 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 total unrecognized compensation expense at September 30, 2023 related to the Company’s options was $7.0 million, which will be recognized over an estimated weighted-average amortization period of 1.33 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 Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,105 $ 6,089 $ 23,522 $ 16,545 Marketing 5,763 5,083 17,132 14,552 Product development 37,842 34,106 112,771 88,656 General and administrative 18,408 7,627 62,657 46,780 Stock-based compensation expense $ 70,118 $ 52,905 $ 216,082 $ 166,533 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net income (loss) | $ 87,850 | $ (963,068) | $ 224,302 | $ (803,836) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Rule 10b5-1 Arrangement Terminated | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Josh Silverman [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | Josh Silverman, our Chief Executive Officer and a member of our Board of Directors, adopted a sales trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (a “10b5-1 Plan”) on March 7, 2022, which 10b5-1 Plan was amended on November 14, 2022 and expired on November 1, 2023. On August 9, 2023, Mr. Silverman adopted a new 10b5-1 Plan pursuant to which a maximum of 771,600 shares of Etsy common stock to be issued upon exercises of a stock option may have been sold. On November 2, 2023, Mr. Silverman terminated that 10b5-1 Plan before any trades were executed under it. Background on Mr. Silverman’s 10b5-1 Plans Mr. Silverman retains a fully vested option to purchase over 1.7 million Etsy shares under the 2017 grant that he was awarded to induce him to join Etsy in 2017. That option expires (and will be forfeited) if it is not exercised by the expiration date of May 3, 2027. Mr. Silverman also holds over 100,000 shares (directly and indirectly). In order to effectively manage the equity he has been granted since joining Etsy in 2017 (as part of normal portfolio diversification), Mr. Silverman has advised that he intends to put another 10b5-1 Plan in place, subject to the required “cooling off” period required by statute, in order to sell Etsy common stock issuable pursuant to that option. For more information regarding Mr. Silverman's compensation and stock ownership, see our 2023 Proxy Statement and Mr. Silverman’s beneficial ownership filings. | |
Name | Josh Silverman | |
Title | Chief Executive Officer and a member of our Board of Directors | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 9, 2023 | |
Arrangement Duration | 85 days | |
Aggregate Available | 771,600 | 771,600 |
Kimaria Seymour [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On August 7, 2023, Kimaria Seymour, our Chief Human Resources Officer, adopted a 10b5-1 Plan under which a maximum of 19,476 shares of Etsy common stock held by Ms. Seymour, excluding shares withheld to satisfy tax withholding obligations, may be sold. The plan terminates on the earlier of the date all the shares under the plan are sold and August 15, 2024. | |
Name | Kimaria Seymour | |
Title | Chief Human Resources Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | August 7, 2023 | |
Arrangement Duration | 374 days | |
Aggregate Available | 19,476 | 19,476 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | 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. On August 10, 2023, Etsy closed the previously announced sale of the parent holding company of Elo7 Serviços de Informática (“Elo7”), the Company’s Brazil-based marketplace for handmade and unique items, to Enjoei S.A., a corporation in Brazil. The financial results of Elo7 have been included in Etsy’s Consolidated Financial Statements until August 10, 2023. See “Note 6—Sale of Business ” for more information. |
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 September 30, 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. |
Interim Impairment Evaluation | Interim Impairment Evaluation During the quarter ended June 30, 2023, the Company evaluated whether events or circumstances had changed such that it would indicate it is more likely than not that its goodwill, finite-lived intangible assets, and other long-lived assets were impaired (a “triggering event”). Given the macroeconomic conditions at the time, challenges applying the Company’s technological, marketing, and operational expertise to help scale Elo7’s business, and the resultant headwinds to the business, the Company revised its business forecasts for Elo7 downwards. The Company concluded a triggering event had occurred for the Elo7 reporting unit, and conducted an impairment test of its finite-lived intangible assets and other long-lived assets as of June 30, 2023. The Company prepared an updated fair value for the Elo7 reporting unit based on a quantitative assessment, which included estimates of future revenue, and the net available cash flows; as well as a determination that the Company would more likely than not use the Elo7 asset group, including its intangible assets, for a period of less than twelve months. Based on this assessment, the Company concluded that the book value of the finite-lived intangible assets and other long-lived assets for the Elo7 reporting units were fully impaired. The Company recognized impairment charges of $68.1 million for the Elo7 reporting unit as a result of this quantitative assessment during the three months ended June 30, 2023. See “Note 5—Asset Impairment Charges” for further details. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2023 2022 2023 2022 Marketplace revenue $ 460,922 $ 443,489 $ 1,381,395 $ 1,310,729 Services revenue 175,380 150,980 524,660 448,141 Revenue $ 636,302 $ 594,469 $ 1,906,055 $ 1,758,870 |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income (Loss) Per Share | The following table presents the calculation of basic and diluted net income (loss) per share for the periods presented (in thousands, except share and per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Numerator: Net income (loss) $ 87,850 $ (963,068) $ 224,302 $ (803,836) Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,583 — 4,750 — Net income (loss) attributable to common stockholders—diluted $ 89,433 $ (963,068) $ 229,052 $ (803,836) Denominator: Weighted-average common shares outstanding—basic 121,807,908 126,349,250 123,341,417 126,985,731 Dilutive effect of assumed conversion of options to purchase common stock 2,053,781 — 2,328,388 — Dilutive effect of assumed conversion of restricted stock units 314,798 — 661,887 — Dilutive effect of assumed conversion of convertible senior notes (1) 14,714,080 — 14,714,349 — Weighted-average common shares outstanding—diluted 138,890,567 126,349,250 141,046,041 126,985,731 Net income (loss) per share attributable to common stockholders—basic $ 0.72 $ (7.62) $ 1.82 $ (6.33) Net income (loss) per share attributable to common stockholders—diluted $ 0.64 $ (7.62) $ 1.62 $ (6.33) (1) The $1.0 billion aggregate principal amount of 0.25% Convertible Senior Notes due 2028 (the “2021 Notes”), the $650.0 million aggregate principal amount of 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), and 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”) were dilutive for the three months ended September 30, 2023. The Notes and the 0% Convertible Senior Notes due 2023 (the “2018 Notes”) were dilutive for the nine months ended September 30, 2023 and anti-dilutive for the three and nine months ended September 30, 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 9—Debt” for additional information. As a result, the 2018 Notes were not included in the calculation of net income per share for the three months ended September 30, 2023. |
Schedule of Anti-Dilutive Securities Excluded from Computation of Net Income (Loss) Per Share | The following potential shares of common stock were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2023 2022 2023 2022 Stock options 197,999 2,999,502 177,848 3,197,330 Restricted stock units 6,665,687 6,021,635 6,020,977 5,377,776 Convertible senior notes — 14,715,893 — 14,716,800 Total anti-dilutive securities 6,863,686 23,737,030 6,198,825 23,291,906 |
Asset Impairment Charges (Table
Asset Impairment Charges (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Assets Impairment Charges | Asset impairment charges consisted of the following as of the dates indicated (in thousands): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Property and equipment, net $ — $ — $ 7,855 $ — Intangible assets, net — — 60,236 — Goodwill — 1,045,022 — 1,045,022 Total asset impairment charges $ — $ 1,045,022 $ 68,091 $ 1,045,022 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 Level 1 Money market funds $ 210,286 $ — $ — $ 210,286 $ 210,207 $ 79 $ — U.S. Government securities 84,860 (598) — 84,262 — 51,624 32,638 295,146 (598) — 294,548 210,207 51,703 32,638 Level 2 U.S. agency securities 25,553 (50) — 25,503 — 25,503 — Certificate of deposit 31,916 (11) 8 31,913 — 31,913 — Commercial paper 71,696 (39) 1 71,658 3,971 67,687 — Corporate bonds 86,735 (664) 15 86,086 — 58,124 27,962 215,900 (764) 24 215,160 3,971 183,227 27,962 Level 3 Loans receivable - held for investment 3,000 — — 3,000 — — 3,000 3,000 — — 3,000 — — 3,000 NAV Third-party managed funds 13,000 — — 13,000 — — 13,000 13,000 — — 13,000 — — 13,000 $ 527,046 $ (1,362) $ 24 $ 525,708 $ 214,178 $ 234,930 $ 76,600 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 September 30, 2023 Less than 12 months in a continuous unrealized loss position Corporate bonds $ (274) $ 46,057 12 months or longer in a continuous unrealized loss position Corporate bonds $ (390) $ 23,887 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 September 30, 2023 As of December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 991,054 $ 758,800 $ 989,629 $ 863,300 2020 Notes 645,326 519,870 644,431 646,230 2019 Notes 646,371 662,625 645,536 998,361 2018 Notes — — 44 145 $ 2,282,751 $ 1,941,295 $ 2,279,640 $ 2,508,036 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following as of the dates indicated (in thousands): As of September 30, As of December 31, Vendor accruals $ 94,075 $ 127,791 Pass-through marketplace tax collection obligation 92,229 129,591 Employee compensation-related liabilities 68,425 63,718 Taxes payable 17,244 10,134 Total accrued expenses $ 271,973 $ 331,234 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2023 2021 Notes 2020 Notes 2019 Notes 2018 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ — $ 2,299,887 Unamortized debt issuance costs 8,946 4,674 3,516 — 17,136 Net carrying value $ 991,054 $ 645,326 $ 646,371 $ — $ 2,282,751 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 September 30, 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 fourth 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 Nine Months Ended 2023 2022 2023 2022 2021 Notes $ 1,100 $ 1,100 $ 3,300 $ 3,300 2020 Notes 502 502 1,505 1,505 2019 Notes 497 497 1,489 1,489 Total interest expense $ 2,099 $ 2,099 $ 6,294 $ 6,294 |
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) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Class of Treasury Stock | The following table summarizes the Company’s cumulative share repurchase activity under the programs 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 below (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) June 30, 2023 411,421 94.44 38,863 (38,863) New Authorization as of June 14, 2023 — — — 1,000,000 Repurchases of common stock for the three months ended: September 30, 2023 3,915,279 75.84 297,009 (297,009) Balance as of September 30, 2023 5,531,851 $ 87.49 $ 484,071 $ 817,360 (1) Average price paid per share excludes broker commissions and excise tax. Value of shares repurchased includes broker commissions. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 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 nine months ended September 30, 2023: Shares Weighted-Average Unvested at December 31, 2022 6,393,786 $ 128.37 Granted 3,141,836 105.55 Vested (1,345,482) 116.45 Forfeited/Canceled (746,529) 137.78 Unvested at September 30, 2023 7,443,611 120.00 |
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 Nine Months Ended 2023 2022 2023 2022 Cost of revenue $ 8,105 $ 6,089 $ 23,522 $ 16,545 Marketing 5,763 5,083 17,132 14,552 Product development 37,842 34,106 112,771 88,656 General and administrative 18,408 7,627 62,657 46,780 Stock-based compensation expense $ 70,118 $ 52,905 $ 216,082 $ 166,533 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Asset impairment charges | $ 0 | $ 68,100 | $ 1,045,022 | $ 68,091 | $ 1,045,022 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 636,302 | $ 594,469 | $ 1,906,055 | $ 1,758,870 |
Marketplace revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 460,922 | 443,489 | 1,381,395 | 1,310,729 |
Services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 175,380 | $ 150,980 | $ 524,660 | $ 448,141 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized in the period | $ 14 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | (22.10%) | |
Non-recurring taxable loss related to expected divestiture | $ 56.1 | |
Unrecognized tax benefits, period increase | 11.3 | |
Unrecognized tax benefits | 46.5 | $ 35.2 |
Unrecognized tax benefits that would impact effective tax rate favorably | 45.2 | |
Decrease in unrecognized tax benefits | $ 7.8 |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Calculation of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2018 | |
Numerator: | ||||||||||
Net income (loss) | $ 87,850,000 | $ (963,068,000) | $ 224,302,000 | $ (803,836,000) | ||||||
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes | 1,583,000 | 0 | 4,750,000 | 0 | ||||||
Net income (loss) attributable to common stockholders—diluted | $ 89,433,000 | $ (963,068,000) | $ 229,052,000 | $ (803,836,000) | ||||||
Denominator: | ||||||||||
Weighted average common shares outstanding—basic (in shares) | 121,807,908 | 126,349,250 | 123,341,417 | 126,985,731 | ||||||
Dilutive effect of assumed conversion of convertible senior notes (in shares) | 14,714,080 | 0 | 14,714,349 | 0 | ||||||
Weighted average common shares outstanding - diluted (in shares) | 138,890,567 | 126,349,250 | 141,046,041 | 126,985,731 | ||||||
Net income (loss) per share attributable to common stockholders—basic (in dollars per share) | $ 0.72 | $ (7.62) | $ 1.82 | $ (6.33) | ||||||
Net income (loss) per share attributable to common stockholders—diluted (in dollars per share) | $ 0.64 | $ (7.62) | $ 1.62 | $ (6.33) | ||||||
Convertible Debt | ||||||||||
Denominator: | ||||||||||
Principal | $ 2,299,887,000 | $ 2,299,887,000 | $ 2,299,976,000 | |||||||
Convertible Debt | 2021 Notes | ||||||||||
Denominator: | ||||||||||
Principal | 1,000,000,000 | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | ||||||
Debt instrument, interest rate (as a percent) | 0.25% | |||||||||
Convertible Debt | 2020 Notes | ||||||||||
Denominator: | ||||||||||
Principal | 650,000,000 | 650,000,000 | 650,000,000 | $ 650,000,000 | ||||||
Debt instrument, interest rate (as a percent) | 0.125% | |||||||||
Convertible Debt | 2019 Notes | ||||||||||
Denominator: | ||||||||||
Debt instrument, interest rate (as a percent) | 0.125% | |||||||||
Principal, net of conversion notices | 649,887,000 | 649,887,000 | 649,932,000 | $ 649,900,000 | ||||||
Convertible Debt | 2018 Notes | ||||||||||
Denominator: | ||||||||||
Debt instrument, interest rate (as a percent) | 0% | |||||||||
Principal, net of conversion notices | $ 0 | $ 0 | $ 44,000 | $ 44,000 | ||||||
Stock Options | ||||||||||
Denominator: | ||||||||||
Dilutive effect of assumed conversion (in shares) | 2,053,781 | 0 | 2,328,388 | 0 | ||||||
Restricted stock units | ||||||||||
Denominator: | ||||||||||
Dilutive effect of assumed conversion (in shares) | 314,798 | 0 | 661,887 | 0 |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Shares Excluded from the Calculation of Diluted Net Income (Loss) Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 6,863,686 | 23,737,030 | 6,198,825 | 23,291,906 |
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) | 197,999 | 2,999,502 | 177,848 | 3,197,330 |
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) | 6,665,687 | 6,021,635 | 6,020,977 | 5,377,776 |
Convertible senior notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 0 | 14,715,893 | 0 | 14,716,800 |
Net Income (Loss) Per Share - N
Net Income (Loss) Per Share - Narrative (Details) - Convertible Debt - USD ($) | Sep. 30, 2023 | 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 | $ 2,299,887,000 | $ 2,299,976,000 | |||||
2021 Notes | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Principal | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | ||||
Debt instrument, interest rate (as a percent) | 0.25% | ||||||
2020 Notes | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||||||
Principal | 650,000,000 | 650,000,000 | $ 650,000,000 | ||||
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 | 649,887,000 | 649,932,000 | $ 649,900,000 | ||||
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 | $ 44,000 | $ 44,000 |
Asset Impairment Charges - Sche
Asset Impairment Charges - Schedule of Assets Impairment Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Property and equipment, net | $ 0 | $ 0 | $ 7,855 | $ 0 | |
Intangible assets, net | 0 | 0 | 60,236 | 0 | |
Goodwill | 0 | 1,045,022 | 0 | 1,045,022 | |
Total asset impairment charges | $ 0 | $ 68,100 | $ 1,045,022 | $ 68,091 | $ 1,045,022 |
Asset Impairment Charges - Narr
Asset Impairment Charges - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue, Major Customer [Line Items] | ||||
Impairment | $ 0 | $ 1,045,022 | $ 0 | $ 1,045,022 |
Depop | ||||
Revenue, Major Customer [Line Items] | ||||
Impairment | 897,900 | 897,900 | ||
Elo7 | ||||
Revenue, Major Customer [Line Items] | ||||
Impairment | $ 147,100 | $ 147,100 |
Sale of Business (Details)
Sale of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of business | $ (2,630) | $ 0 | |
Elo7 | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Loss on sale of business | $ (2,600) | (2,600) | |
Cumulative translation adjustment | (7,500) | (7,500) | |
Reclassification adjustment out of accumulated other comprehensive loss | $ (7,500) | $ (7,500) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 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 | 3 | |
Maximum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities, investment maturity | 37 months | |
Minimum | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available-for-sale debt securities, investment maturity | 12 months |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Values Company’s Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | $ 527,046 | $ 758,873 |
Gross Unrealized Holding Loss | (1,362) | (2,439) |
Gross Unrealized Holding Gain | 24 | 38 |
Fair Value | 525,708 | 756,472 |
Cash and Cash Equivalents | 214,178 | 388,446 |
Short-term investments | 234,930 | 250,413 |
Long-term investments | 76,600 | 29,137 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 295,146 | 527,834 |
Gross Unrealized Holding Loss | (598) | (424) |
Gross Unrealized Holding Gain | 0 | 4 |
Fair Value | 294,548 | 527,414 |
Cash and Cash Equivalents | 210,207 | 377,309 |
Short-term investments | 51,703 | 61,629 |
Long-term investments | 32,638 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 210,286 | 462,866 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 210,286 | 462,866 |
Cash and Cash Equivalents | 210,207 | 374,314 |
Short-term investments | 79 | 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] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 84,860 | 64,968 |
Gross Unrealized Holding Loss | (598) | (424) |
Gross Unrealized Holding Gain | 0 | 4 |
Fair Value | 84,262 | 64,548 |
Cash and Cash Equivalents | 0 | 2,995 |
Short-term investments | 51,624 | 61,553 |
Long-term investments | 32,638 | 0 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 215,900 | 231,039 |
Gross Unrealized Holding Loss | (764) | (2,015) |
Gross Unrealized Holding Gain | 24 | 34 |
Fair Value | 215,160 | 229,058 |
Cash and Cash Equivalents | 3,971 | 11,137 |
Short-term investments | 183,227 | 188,784 |
Long-term investments | 27,962 | 29,137 |
Level 2 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 25,553 | 10,053 |
Gross Unrealized Holding Loss | (50) | (1) |
Gross Unrealized Holding Gain | 0 | 3 |
Fair Value | 25,503 | 10,055 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 25,503 | 10,055 |
Long-term investments | 0 | 0 |
Level 2 | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 31,916 | 40,915 |
Gross Unrealized Holding Loss | (11) | (184) |
Gross Unrealized Holding Gain | 8 | 7 |
Fair Value | 31,913 | 40,738 |
Cash and Cash Equivalents | 0 | 5,471 |
Short-term investments | 31,913 | 35,267 |
Long-term investments | 0 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 71,696 | 57,777 |
Gross Unrealized Holding Loss | (39) | (101) |
Gross Unrealized Holding Gain | 1 | 18 |
Fair Value | 71,658 | 57,694 |
Cash and Cash Equivalents | 3,971 | 4,454 |
Short-term investments | 67,687 | 53,240 |
Long-term investments | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 86,735 | 122,294 |
Gross Unrealized Holding Loss | (664) | (1,729) |
Gross Unrealized Holding Gain | 15 | 6 |
Fair Value | 86,086 | 120,571 |
Cash and Cash Equivalents | 0 | 1,212 |
Short-term investments | 58,124 | 90,222 |
Long-term investments | 27,962 | $ 29,137 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 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] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 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] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 13,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 13,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | 13,000 | |
NAV | Third-party managed funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Debt Securities, Available-for-sale, Amortized Cost, Total | 13,000 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 13,000 | |
Cash and Cash Equivalents | 0 | |
Short-term investments | 0 | |
Long-term investments | $ 13,000 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | $ (546) | |
Fair Value | 121,544 | |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (1,607) | |
Fair Value | 57,544 | |
Corporate bonds | ||
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | $ (274) | (281) |
Fair Value | 46,057 | 70,469 |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (390) | (1,448) |
Fair Value | $ 23,887 | 50,102 |
U.S. Government securities | ||
Less than 12 months in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (265) | |
Fair Value | 51,075 | |
12 months or longer in a continuous unrealized loss position | ||
Gross Unrealized Holding Loss | (159) | |
Fair Value | $ 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 2,282,751 | $ 2,279,640 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 1,941,295 | 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 | 991,054 | 989,629 |
2021 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 758,800 | 863,300 |
2020 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 645,326 | 644,431 |
2020 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 519,870 | 646,230 |
2019 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 646,371 | 645,536 |
2019 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 662,625 | 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 | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Vendor accruals | $ 94,075 | $ 127,791 |
Pass-through marketplace tax collection obligation | 92,229 | 129,591 |
Employee compensation-related liabilities | 68,425 | 63,718 |
Taxes payable | 17,244 | 10,134 |
Total accrued expenses | $ 271,973 | $ 331,234 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Sep. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | ||||||
Long-term debt, net | $ 2,282,751,000 | $ 2,279,640,000 | ||||
Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 2,299,887,000 | 2,299,976,000 | ||||
Unamortized debt issuance costs | 17,136,000 | 20,336,000 | ||||
Long-term debt, net | 2,282,751,000 | 2,279,640,000 | ||||
2021 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 1,000,000,000 | 1,000,000,000 | $ 1,000,000,000 | |||
Unamortized debt issuance costs | 8,946,000 | 10,371,000 | ||||
Long-term debt, net | 991,054,000 | 989,629,000 | ||||
2020 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 650,000,000 | 650,000,000 | $ 650,000,000 | |||
Unamortized debt issuance costs | 4,674,000 | 5,569,000 | ||||
Long-term debt, net | 645,326,000 | 644,431,000 | ||||
2019 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal, net of conversion notices | 649,887,000 | 649,932,000 | $ 649,900,000 | |||
Unamortized debt issuance costs | 3,516,000 | 4,396,000 | ||||
Long-term debt, net | 646,371,000 | 645,536,000 | ||||
2018 Notes | Convertible Debt | ||||||
Debt Instrument [Line Items] | ||||||
Principal, net of conversion notices | 0 | $ 44,000 | 44,000 | |||
Unamortized debt issuance costs | 0 | 0 | ||||
Long-term debt, net | $ 0 | $ 44,000 |
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 | Sep. 30, 2023 | |
2021 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0040518 | ||||
Conversion price (in dollars per share) | $ 246.80 | ||||
Annual effective interest rate | 0.40% | ||||
2020 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0050007 | ||||
Conversion price (in dollars per share) | $ 199.97 | ||||
Annual effective interest rate | 0.30% | ||||
2019 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0114040 | ||||
Conversion price (in dollars per share) | $ 87.69 | ||||
Annual effective interest rate | 0.30% | ||||
2018 Notes | |||||
Debt Instrument [Line Items] | |||||
Conversion ratio | 0.0275691 | ||||
Conversion price (in dollars per share) | $ 36.27 | ||||
Annual effective interest rate | 0% |
Debt - Terms of the Notes (Deta
Debt - Terms of the Notes (Details) - Convertible Debt - day | 1 Months Ended | 9 Months Ended |
Jun. 30, 2021 | Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Non-cash interest expense | $ 2,099 | $ 2,099 | $ 6,294 | $ 6,294 |
2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Non-cash interest expense | 1,100 | 1,100 | 3,300 | 3,300 |
2020 Notes | ||||
Debt Instrument [Line Items] | ||||
Non-cash interest expense | 502 | 502 | 1,505 | 1,505 |
2019 Notes | ||||
Debt Instrument [Line Items] | ||||
Non-cash interest expense | $ 497 | $ 497 | $ 1,489 | $ 1,489 |
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 ($) | Mar. 24, 2023 | Sep. 30, 2023 |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 400,000,000 | |
Maximum unrestricted cash | $ 100,000,000 | |
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 | $ 60,000,000 | |
Line of credit facility, current borrowing capacity | 200,000,000 | |
Bridge Loan | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 20,000,000 | |
Standby Letters of Credit | ||
Line of Credit Facility [Line Items] | ||
Line of credit, maximum borrowing capacity | $ 5,300,000 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) - USD ($) | Mar. 01, 2023 | Jun. 14, 2023 | May 03, 2022 |
Class of Stock [Line Items] | |||
Stock repurchase program, authorized amount | $ 1,000,000,000 | $ 600,000,000 | |
2018 Capped Call Transactions | |||
Class of Stock [Line Items] | |||
Settlement of capped call (in shares) | 1,194,006 |
Stockholders_ Deficit - Summary
Stockholders’ Deficit - Summary of Activity of Shares Repurchases (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Jun. 14, 2023 | Dec. 31, 2022 | May 03, 2022 | |
Equity [Abstract] | |||||||
Shares Repurchased (in shares) | 3,915,279 | 411,421 | 1,205,151 | 5,531,851 | |||
Average Price Paid per Share (in dollars per share) | $ 75.84 | $ 94.44 | $ 122.96 | $ 87.49 | |||
Stock repurchased and retired during period, value, including broker fees | $ 297,009,000 | $ 38,863,000 | $ 148,199,000 | $ 484,071,000 | |||
Remaining Amount Authorized | $ 817,360,000 | $ 817,360,000 | $ 301,431,000 | ||||
Stock repurchase program, authorized amount | $ 1,000,000,000 | $ 600,000,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Jan. 02, 2023 | Sep. 30, 2023 | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation | $ 716.2 | |
Total unrecognized compensation, period of recognition (in years) | 2 years 8 months 15 days | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total unrecognized compensation, period of recognition (in years) | 1 year 3 months 29 days | |
Total unrecognized compensation | $ 7 | |
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) | 36,635,644 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested RSUs (Details) - RSUs | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Shares | |
Beginning balance, Unvested (in shares) | shares | 6,393,786 |
Granted (in shares) | shares | 3,141,836 |
Vested (in shares) | shares | (1,345,482) |
Forfeited/Cancelled (in shares) | shares | (746,529) |
Ending balance, Unvested (in shares) | shares | 7,443,611 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Unvested (in dollars per share) | $ / shares | $ 128.37 |
Granted (in dollars per share) | $ / shares | 105.55 |
Vested (in dollars per share) | $ / shares | 116.45 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 137.78 |
Ending balance, Unvested (in dollars per share) | $ / shares | $ 120 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 70,118 | $ 52,905 | $ 216,082 | $ 166,533 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 8,105 | 6,089 | 23,522 | 16,545 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 5,763 | 5,083 | 17,132 | 14,552 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 37,842 | 34,106 | 112,771 | 88,656 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 18,408 | $ 7,627 | $ 62,657 | $ 46,780 |