Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 26, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
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, $0.001 par value per share | |
Trading Symbol | ETSY | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 114,752,260 | |
Entity Central Index Key | 0001370637 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 759,211 | $ 914,323 |
Short-term investments | 240,679 | 236,118 |
Accounts receivable, net of expected credit losses of $8,495 and $10,149 as of June 30, 2024 and December 31, 2023, respectively | 10,324 | 24,734 |
Prepaid and other current assets | 109,311 | 129,884 |
Funds receivable and seller accounts | 239,481 | 265,387 |
Total current assets | 1,359,006 | 1,570,446 |
Property and equipment, net of accumulated depreciation and amortization of $272,371 and $244,052 as of June 30, 2024 and December 31, 2023, respectively | 238,798 | 249,794 |
Goodwill | 137,742 | 138,377 |
Intangible assets, net of accumulated amortization of $143,923 and $125,932 as of June 30, 2024 and December 31, 2023, respectively | 435,687 | 457,140 |
Deferred tax assets | 137,756 | 137,776 |
Long-term investments | 93,528 | 86,676 |
Other assets | 45,571 | 45,191 |
Total assets | 2,448,088 | 2,685,400 |
Current liabilities: | ||
Accounts payable | 13,070 | 29,920 |
Accrued expenses | 256,819 | 353,553 |
Finance lease obligations—current | 6,037 | 6,079 |
Funds payable and amounts due to sellers | 239,481 | 265,387 |
Deferred revenue | 15,788 | 14,635 |
Other current liabilities | 33,290 | 41,207 |
Total current liabilities | 564,485 | 710,781 |
Finance lease obligations—net of current portion | 96,587 | 99,620 |
Deferred tax liabilities | 8,788 | 13,192 |
Long-term debt, net | 2,285,950 | 2,283,817 |
Other liabilities | 127,274 | 121,705 |
Total liabilities | 3,083,084 | 3,229,115 |
Commitments and contingencies (Note 9) | ||
Stockholders’ deficit: | ||
Common stock ($0.001 par value, 1,400,000 shares authorized as of June 30, 2024 and December 31, 2023; 115,315 and 119,069 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively) | 115 | 119 |
Preferred stock ($0.001 par value, 25,000 shares authorized as of June 30, 2024 and December 31, 2023) | 0 | 0 |
Additional paid-in capital | 1,203,294 | 1,081,026 |
Accumulated deficit | (1,552,642) | (1,357,390) |
Accumulated other comprehensive loss | (285,763) | (267,470) |
Total stockholders’ deficit | (634,996) | (543,715) |
Total liabilities and stockholders’ deficit | $ 2,448,088 | $ 2,685,400 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, expected credit losses | $ 8,495 | $ 10,149 |
Property and equipment, accumulated depreciation and amortization | 272,371 | 244,052 |
Finite-lived intangible assets, accumulated amortization | $ 143,923 | $ 125,932 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,400,000 | 1,400,000 |
Common stock, shares issued (in shares) | 115,315 | 119,069 |
Common stock, shares outstanding (in shares) | 115,315 | 119,069 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 25,000 | 25,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 647,806 | $ 628,876 | $ 1,293,760 | $ 1,269,753 |
Cost of revenue | 184,090 | 188,638 | 371,223 | 384,091 |
Gross profit | 463,716 | 440,238 | 922,537 | 885,662 |
Operating expenses: | ||||
Marketing | 183,063 | 165,870 | 374,874 | 337,184 |
Product development | 114,493 | 121,988 | 224,339 | 237,912 |
General and administrative | 95,991 | 86,661 | 185,065 | 166,648 |
Asset impairment charges | 0 | 68,091 | 0 | 68,091 |
Total operating expenses | 393,547 | 442,610 | 784,278 | 809,835 |
Income (loss) from operations | 70,169 | (2,372) | 138,259 | 75,827 |
Other income, net | 8,808 | 7,786 | 20,373 | 10,858 |
Income before income taxes | 78,977 | 5,414 | 158,632 | 86,685 |
(Provision) benefit for income taxes | (25,972) | 56,501 | (42,623) | 49,767 |
Net income | $ 53,005 | $ 61,915 | $ 116,009 | $ 136,452 |
Net income per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.46 | $ 0.50 | $ 0.99 | $ 1.10 |
Diluted (in dollars per share) | $ 0.41 | $ 0.45 | $ 0.89 | $ 0.98 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 116,432 | 123,463 | 117,445 | 123,971 |
Diluted (in shares) | 133,118 | 141,011 | 134,263 | 142,011 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 53,005 | $ 61,915 | $ 116,009 | $ 136,452 |
Other comprehensive (loss) income: | ||||
Cumulative translation adjustment | (4,178) | 11,552 | (18,025) | 27,179 |
Unrealized gains (losses) on investments, net of tax (benefit) expense of $0, $(103), $(87), and $130, respectively | 2 | (327) | (268) | 414 |
Total other comprehensive (loss) income | (4,176) | 11,225 | (18,293) | 27,593 |
Comprehensive income | $ 48,829 | $ 73,140 | $ 97,716 | $ 164,045 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Unrealized holding gains (losses) arising during period, tax | $ 0 | $ (103) | $ (87) | $ 130 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | |
Beginning balance (in shares) at Dec. 31, 2022 | 125,054 | |||||
Beginning balance at Dec. 31, 2022 | $ (547,274) | $ 125 | $ 815,085 | $ (1,048,267) | $ (314,217) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [1] | 18 | ||||
Stock-based compensation | [1] | 151,778 | 151,778 | |||
Exercise of vested options (in shares) | 334 | |||||
Exercise of vested options | 5,755 | 5,755 | ||||
Settlement of capped call (in shares) | (1,194) | |||||
Settlement of capped call | 0 | $ (1) | 34,224 | (34,223) | ||
Settlement of convertible senior notes, net of taxes | (1) | (1) | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 654 | |||||
Vesting of restricted stock units, net of shares withheld | (49,102) | $ 1 | (49,103) | |||
Stock repurchase (in shares) | (1,617) | |||||
Stock repurchase | (189,376) | $ (2) | (189,374) | |||
Other comprehensive (loss) income | 27,593 | 27,593 | ||||
Net income | 136,452 | 136,452 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 123,249 | |||||
Ending balance at Jun. 30, 2023 | (464,175) | $ 123 | 957,738 | (1,135,412) | (286,624) | |
Beginning balance (in shares) at Mar. 31, 2023 | 122,953 | |||||
Beginning balance at Mar. 31, 2023 | (540,188) | $ 123 | 913,672 | (1,156,134) | (297,849) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [1] | 6 | ||||
Stock-based compensation | [1] | 80,791 | 80,791 | |||
Exercise of vested options (in shares) | 147 | |||||
Exercise of vested options | 2,750 | 2,750 | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 554 | |||||
Vesting of restricted stock units, net of shares withheld | (39,474) | $ 1 | (39,475) | |||
Stock repurchase (in shares) | (411) | |||||
Stock repurchase | (41,194) | $ (1) | (41,193) | |||
Other comprehensive (loss) income | 11,225 | 11,225 | ||||
Net income | 61,915 | 61,915 | ||||
Ending balance (in shares) at Jun. 30, 2023 | 123,249 | |||||
Ending balance at Jun. 30, 2023 | $ (464,175) | $ 123 | 957,738 | (1,135,412) | (286,624) | |
Beginning balance (in shares) at Dec. 31, 2023 | 119,069 | 119,069 | ||||
Beginning balance at Dec. 31, 2023 | $ (543,715) | $ 119 | 1,081,026 | (1,357,390) | (267,470) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock repurchase (in shares) | (2,222) | |||||
Ending balance (in shares) at Mar. 31, 2024 | 117,064 | |||||
Ending balance at Mar. 31, 2024 | $ (583,761) | $ 117 | 1,151,846 | (1,454,137) | (281,587) | |
Beginning balance (in shares) at Dec. 31, 2023 | 119,069 | 119,069 | ||||
Beginning balance at Dec. 31, 2023 | $ (543,715) | $ 119 | 1,081,026 | (1,357,390) | (267,470) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation (in shares) | [2] | 9 | ||||
Stock-based compensation | [2] | 152,551 | 152,551 | |||
Exercise of vested options (in shares) | 119 | |||||
Exercise of vested options | 2,735 | 2,735 | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 695 | |||||
Vesting of restricted stock units, net of shares withheld | $ (33,017) | $ 1 | (33,018) | |||
Stock repurchase (in shares) | (4,577) | (4,577) | ||||
Stock repurchase | $ (311,266) | $ (5) | (311,261) | |||
Other comprehensive (loss) income | (18,293) | (18,293) | ||||
Net income | $ 116,009 | 116,009 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 115,315 | 115,315 | ||||
Ending balance at Jun. 30, 2024 | $ (634,996) | $ 115 | 1,203,294 | (1,552,642) | (285,763) | |
Beginning balance (in shares) at Mar. 31, 2024 | 117,064 | |||||
Beginning balance at Mar. 31, 2024 | (583,761) | $ 117 | 1,151,846 | (1,454,137) | (281,587) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Stock-based compensation | 78,213 | 78,213 | ||||
Exercise of vested options (in shares) | 17 | |||||
Exercise of vested options | 483 | 483 | ||||
Vesting of restricted stock units, net of shares withheld (in shares) | 589 | |||||
Vesting of restricted stock units, net of shares withheld | $ (27,247) | $ 1 | (27,248) | |||
Stock repurchase (in shares) | (2,355) | (2,355) | ||||
Stock repurchase | $ (151,513) | $ (3) | (151,510) | |||
Other comprehensive (loss) income | (4,176) | (4,176) | ||||
Net income | $ 53,005 | 53,005 | ||||
Ending balance (in shares) at Jun. 30, 2024 | 115,315 | 115,315 | ||||
Ending balance at Jun. 30, 2024 | $ (634,996) | $ 115 | $ 1,203,294 | $ (1,552,642) | $ (285,763) | |
[1]Includes the partial payments of Depop deferred consideration.[2]Includes the partial payments of Depop deferred consideration. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities | ||
Net income | $ 116,009 | $ 136,452 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Stock-based compensation expense | 145,400 | 145,964 |
Depreciation and amortization expense | 53,933 | 46,118 |
Provision for expected credit losses | 7,321 | 10,258 |
Deferred benefit for income taxes | (4,291) | (67,568) |
Asset impairment charges | 0 | 68,091 |
Other non-cash (income) expense, net | (11,556) | 894 |
Changes in operating assets and liabilities: | ||
Current assets | 50,189 | 70 |
Non-current assets | (1,124) | (4,877) |
Current liabilities | (141,633) | (137,437) |
Non-current liabilities | 5,846 | (6,063) |
Net cash provided by operating activities | 220,094 | 191,902 |
Cash flows from investing activities | ||
Purchases of property and equipment | (5,908) | (3,852) |
Development of internal-use software | (14,093) | (12,603) |
Purchases of investments | (192,863) | (197,565) |
Sales and maturities of investments | 185,120 | 171,307 |
Net cash used in investing activities | (27,744) | (42,713) |
Cash flows from financing activities | ||
Payment of tax obligations on vested equity awards | (33,007) | (49,256) |
Repurchase of stock | (308,726) | (187,037) |
Proceeds from exercise of stock options | 2,735 | 5,755 |
Payment of debt issuance costs | 0 | (2,186) |
Settlement of convertible senior notes | 0 | (90) |
Payments on finance lease obligations | (3,086) | (3,150) |
Other financing, net | 3,821 | (278) |
Net cash used in financing activities | (338,263) | (236,242) |
Effect of exchange rate changes on cash | (9,199) | 7,287 |
Net decrease in cash, cash equivalents, and restricted cash | (155,112) | (79,766) |
Cash, cash equivalents, and restricted cash at beginning of period | 914,323 | 926,619 |
Cash, cash equivalents, and restricted cash at end of period | 759,211 | 846,853 |
Supplemental cash flow disclosures: | ||
Cash paid for income taxes, net of refunds | 35,316 | 29,299 |
Supplemental non-cash disclosures: | ||
Stock-based compensation capitalized in development of capitalized software and asset additions in exchange for liabilities | 9,675 | 9,646 |
Lease assets obtained in exchange for new lease liabilities | 3,089 | 7,751 |
Reconciliation of cash, cash equivalents, and restricted cash | ||
Cash and cash equivalents | 759,211 | 841,512 |
Restricted cash | 0 | 5,341 |
Total cash, cash equivalents, and restricted cash | $ 759,211 | $ 846,853 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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 (inclusive of offsite advertising), payments processing, and listing fees, as well as from 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 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 from July 2, 2021 (the date of acquisition) until August 10, 2023. Reclassifications Certain items in the prior years’ condensed consolidated financial statements have been reclassified to conform to the current year presentation reflected in the condensed consolidated financial statements. 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 21, 2024 (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: income taxes, including the estimate of the annual effective tax rate at interim periods and evaluation of uncertain tax positions; valuation of goodwill; and leases. As of June 30, 2024, 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. Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. Additionally, it requires that a public entity (1) disclose an amount for “other segment items” by reportable segment, (2) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and (3) requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this proposed ASU and all existing segment disclosures in Topic 280. The new guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments in this proposed ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance will have on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency and decision usefulness of income tax disclosures. The ASU requires that public business entities on an annual basis (1) disclose specific categories in the effective tax rate reconciliation and (2) provide additional information for reconciling items that meet or exceed a quantitative threshold. Additionally, it requires all entities disclose the following information about income taxes paid on an annual basis: (1) the year-to-date amounts of income taxes paid disaggregated by federal (national), state, and foreign taxes and (2) the amount of income taxes paid disaggregated by individual jurisdictions in which income taxes paid is equal to or greater than 5 percent of total income taxes paid. The amendments are effective for annual periods beginning after December 15, 2024. The amendments in this proposed ASU should be applied on a prospective basis, although retrospective application to all periods presented is permitted. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance will have on its disclosures. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 Marketplace revenue $ 470,377 $ 452,957 $ 937,359 $ 920,473 Services revenue 177,429 175,919 356,401 349,280 Revenue $ 647,806 $ 628,876 $ 1,293,760 $ 1,269,753 Contract balances Deferred revenues The amount of revenue recognized in the six months ended June 30, 2024 that was included in the deferred balance at January 1, 2024 was $13.8 million. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024, the Company’s effective income tax rate was 26.9% representing an income tax provision recorded on net income before tax. The effective tax rate for the six months ended June 30, 2024 was higher than the U.S. statutory rate of 21% primarily due to tax deficiencies from stock-based compensation resulting from a lower stock price at vesting of restricted stock units compared to the stock price upon grant and state income taxes, partially offset by foreign operations taxed at a lower rate and a benefit related to a research and development tax credit. 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 $3.4 million in the six months ended June 30, 2024, from $51.7 million as of December 31, 2023 to $55.1 million as of June 30, 2024. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $53.1 million as of June 30, 2024. 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. Over the last several years, the Organization for Economic Cooperation and Development (“OECD”) has been developing its “two pillar” project to address the tax challenges arising from digitalization. The OECD project, if broadly implemented by participating countries, will result in significant changes to the international taxation system under which the Company’s current tax obligations are determined. Pillar Two of the project calls for a minimum tax rate on corporations of 15% and is enacted by a significant number of countries starting in 2024. The OECD and implementing countries are expected to continue to make further revisions to the rules. The FASB indicated that they believe the minimum tax imposed under Pillar Two is an alternative minimum tax, and, accordingly, deferred tax assets and liabilities associated with the minimum tax would not be recognized or adjusted for the estimated future effects of the minimum tax but would be recognized in the period incurred. The Company’s quarterly tax provision includes the impact of Pillar Two, however, the impact is not material. Management will continue to monitor developments to determine any potential impact of Pillar Two in the countries in which the Company operates. |
Net Income Per Share
Net Income Per Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Note 4—Net Income Per Share The following table presents the calculation of basic and diluted net income per share for the periods presented (in thousands, except per share amounts): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net income $ 53,005 $ 61,915 $ 116,009 $ 136,452 Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,585 1,595 3,170 3,190 Net income attributable to common stockholders—diluted $ 54,590 $ 63,510 $ 119,179 $ 139,642 Denominator: Weighted-average common shares outstanding—basic 116,432 123,463 117,445 123,971 Dilutive effect of outstanding stock-based compensation awards 1,972 2,834 2,104 3,326 Dilutive effect of assumed conversion of convertible senior notes (1) 14,714 14,714 14,714 14,714 Weighted-average common shares outstanding—diluted 133,118 141,011 134,263 142,011 Net income per share attributable to common stockholders—basic $ 0.46 $ 0.50 $ 0.99 $ 1.10 Net income per share attributable to common stockholders—diluted $ 0.41 $ 0.45 $ 0.89 $ 0.98 Outstanding stock-based compensation awards excluded from net income per diluted share because their effect would have been anti-dilutive 5,020 6,363 4,960 5,275 (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 and six months ended ended June 30, 2024 and June 30, 2023. |
Asset Impairment Charges
Asset Impairment Charges | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairment Charges | Note 5—Asset Impairment Charges During the three months ended June 30, 2023, the Company concluded that the book value of the property and equipment and finite-lived intangible assets for the Elo7 reporting unit were fully impaired, and recorded an impairment charge of $7.9 million and $60.2 million, respectively, in Asset impairment charges in the Consolidated Statement of Operations. The asset impairment charges related to property and equipment primarily related to developed technology and to intangible assets primarily related to trademark and customer relationships. The impairment charge was the result of 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, which caused the Company to revise its business forecasts for Elo7 downwards. 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 for a period of less than twelve months. The Company completed the sale of Elo7 in the third quarter of 2023. 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. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 6—Fair Value Measurements As of June 30, 2024 and December 31, 2023 the Company’s cash equivalents, short-term investments, and long-term investments primarily consisted of available-for-sale debt securities. These debt securities are measured at fair value and classified within Level 1 or Level 2 in the fair value hierarchy as the Company uses unadjusted quoted prices for identical assets in an active market that the Company has the ability to access (Level 1) or quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets (Level 2). As of June 30, 2024 and December 31, 2023 the Company’s long-term investments also consisted of investments in loan receivables and in third-party managed funds. The investments in loan receivables are measured on an amortized cost basis and classified in Level 3 of the fair value hierarchy as the fair value is derived from techniques in which one or more significant inputs are unobservable. The investments in third-party managed funds are measured on the net assets value (“NAV”) basis 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. These investments further the Company’s impact strategy as part of the Company’s Impact Investment Fund. 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 June 30, 2024 Level 1 Money market funds $ 155,216 $ — $ — $ 155,216 $ 155,216 $ — $ — U.S. Government securities 72,671 (305) 12 72,378 4,897 45,773 21,708 227,887 (305) 12 227,594 160,113 45,773 21,708 Level 2 U.S. agency securities 3,051 (2) — 3,049 — 3,049 — Certificate of deposit 55,687 (7) 21 55,701 — 54,186 1,515 Commercial paper 63,469 (44) 5 63,430 — 63,430 — Corporate bonds 123,407 (216) 122 123,313 — 74,241 49,072 245,614 (269) 148 245,493 — 194,906 50,587 Level 3 Loans receivable - held for investment 7,000 — — 7,000 — — 7,000 7,000 — — 7,000 — — 7,000 $ 480,501 $ (574) $ 160 $ 480,087 $ 160,113 $ 240,679 $ 79,295 Measured at NAV (1) Third-party managed funds 14,233 $ 93,528 December 31, 2023 Level 1 Money market funds $ 377,021 $ — $ — $ 377,021 $ 376,941 $ 80 $ — U.S. Government securities 95,298 (164) 39 95,173 — 60,153 35,020 472,319 (164) 39 472,194 376,941 60,233 35,020 Level 2 U.S. agency securities 15,635 (14) 3 15,624 — 15,624 — Certificate of deposit 35,365 (1) 55 35,419 — 35,419 — Commercial paper 62,463 (12) 54 62,505 4,449 58,056 — Corporate bonds 100,386 (145) 128 100,369 1,566 66,786 32,017 213,849 (172) 240 213,917 6,015 175,885 32,017 Level 3 Loans receivable - held for investment 6,000 — — 6,000 — — 6,000 6,000 — — 6,000 — — 6,000 $ 692,168 $ (336) $ 279 $ 692,111 $ 382,956 $ 236,118 $ 73,037 Measured at NAV (1) Third-party managed funds 13,639 $ 86,676 (1) Third-party managed funds measured on the NAV basis have not been categorized in the fair value hierarchy. The amount presented in the table is intended to permit reconciliation of the long-term investments in the fair value hierarchy to the amount presented in the Consolidated Balance Sheets. The tables below show the fair value and gross unrealized loss related to available-for-sale debt securities, aggregated by investment category and the length of time that the securities have been in a continuous unrealized loss position as of the dates indicated (in thousands): As of June 30, 2024 Less than 12 Months 12 Months or Greater Fair Value Gross Unrealized Holding Loss Fair Value Gross Unrealized Holding Loss U.S. Government securities $ 42,248 $ (189) $ 24,887 $ (116) U.S. agency securities 3,049 (2) — — Certificate of deposit 13,328 (7) — — Commercial paper 50,344 (44) — — Corporate bonds 74,965 (140) 8,557 (76) Total $ 183,934 $ (382) $ 33,444 $ (192) As of December 31, 2023 Less than 12 Months 12 Months or Greater Fair Value Gross Unrealized Holding Loss Fair Value Gross Unrealized Holding Loss U.S. Government securities $ 71,536 $ (164) $ — $ — U.S. agency securities 12,569 (14) — — Certificate of deposit 7,178 (1) — — Commercial paper 34,066 (12) — — Corporate bonds 28,401 (73) 20,808 (72) Total $ 153,750 $ (264) $ 20,808 $ (72) The Company evaluates fair value for each individual security in the investment portfolio. When assessing the risk of credit loss, 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 8—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 June 30, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 992,479 $ 788,900 $ 991,529 $ 799,000 2020 Notes 646,221 538,330 645,624 556,790 2019 Notes 647,250 644,688 646,664 747,630 $ 2,285,950 $ 1,971,918 $ 2,283,817 $ 2,103,420 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 | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 7—Accrued Expenses Accrued expenses consisted of the following as of the dates indicated (in thousands): As of June 30, As of December 31, Vendor accruals $ 95,543 $ 120,804 Pass-through marketplace tax collection obligation 84,881 126,284 Employee compensation-related liabilities (1) 52,519 95,842 Taxes payable 23,876 10,623 Total accrued expenses $ 256,819 $ 353,553 (1) Includes severance and employee-related benefits associated with restructuring and other exit costs. See “Note 12—Restructuring and Other Exit Costs” for more information. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 8—Debt The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands): As of June 30, 2024 2021 Notes 2020 Notes 2019 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ 2,299,887 Unamortized debt issuance costs 7,521 3,779 2,637 13,937 Net carrying value $ 992,479 $ 646,221 $ 647,250 $ 2,285,950 As of December 31, 2023 2021 Notes 2020 Notes 2019 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ 2,299,887 Unamortized debt issuance costs 8,471 4,376 3,223 16,070 Net carrying value $ 991,529 $ 645,624 $ 646,664 $ 2,283,817 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 % (1) During 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 June 30, 2024, 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 third quarter of 2024. 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 June 30, 2024. 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 the Notes was $2.1 million in both the three months ended June 30, 2024 and June 30, 2023 and $4.2 million in both the six months ended June 30, 2024 and June 30, 2023. 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 6—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 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 % 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. The Company had no outstanding borrowings under the 2023 Credit Agreement and was in compliance with all financial covenants as of June 30, 2024. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9—Commitments and Contingencies Purchase Obligations The Company’s purchase obligations are primarily related to cloud computing. During the six months ended June 30, 2024, 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 | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 10—Stockholders’ Deficit On June 14, 2023, the Board of Directors approved a stock repurchase program that authorizes the Company to repurchase up to $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 program noted above (in thousands, except per share amounts): Shares Repurchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of January 1, 2024 $ 724,360 Repurchases of common stock for the three months ended: March 31, 2024 2,222 $ 71.28 $ 158,377 (158,377) June 30, 2024 2,355 63.87 150,418 (150,418) Balance as of June 30, 2024 4,577 $ 67.47 $ 308,795 $ 415,565 (1) Average price paid per share excludes broker commissions and excise tax. Value of shares repurchased includes broker commissions. All repurchases were made using cash on hand, and all repurchased shares of common stock have been retired. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 11—Stock-Based Compensation During the three and six months ended June 30, 2024, the Company granted restricted stock units (“RSUs”), including financial performance-based restricted stock units (“Financial PBRSUs”) and total shareholder return performance-based restricted stock units (“TSR PBRSUs”), under its equity incentive plan. In April 2024, the Board of Directors approved an amendment and restatement of the Etsy, Inc. 2015 Equity Incentive Plan (“2015 Plan”) as the Etsy, Inc. 2024 Equity Incentive Plan (“2024 Plan”), which became effective upon stockholder approval during the 2024 Annual Meeting of Stockholders in June 2024. At June 30, 2024, 19,280,062 shares were authorized under the 2024 Plan and 8,159,445 shares were available for future grant. Effective in the first quarter of 2024, the Company updated its vesting terms for new RSU issuances from semi-annually to quarterly. In general, awards vest ratably each three-month period over a four-year period following the vesting commencement date, except for RSU awards to newly-hired employees, which vest 25% after the first year of service and ratably each subsequent three-month period. The following table summarizes the activity for the Company’s unvested RSUs, which includes Financial PBRSUs and TSR PBRSUs, during the six months ended June 30, 2024 (in thousands, except per share amounts): Shares Weighted-Average Unvested at December 31, 2023 6,197 $ 117.14 Granted 3,905 67.45 Vested (1,188) 120.99 Forfeited/Canceled (470) 121.65 Unvested at June 30, 2024 8,444 93.37 The total unrecognized compensation expense at June 30, 2024 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $668.8 million, which will be recognized over an estimated weighted-average amortization period of 2.66 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 Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 8,787 $ 8,171 $ 16,491 $ 15,417 Marketing 5,882 6,107 12,319 11,369 Product development 38,441 38,220 72,505 74,929 General and administrative 21,607 24,783 44,085 44,249 Stock-based compensation expense $ 74,717 $ 77,281 $ 145,400 $ 145,964 |
Restructuring and Other Exit Co
Restructuring and Other Exit Costs | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Exit Costs | Note 12—Restructuring and Other Exit Costs On December 12, 2023, the Company’s Board of Directors approved a restructuring plan designed to increase Etsy’s operational efficiencies, reduce operating costs, and better align Etsy’s workforce and cost structure with current business needs, top strategic priorities, and key growth opportunities (collectively, the “Restructuring Plan”). The Restructuring Plan included an approximately 11% reduction of the Etsy marketplace workforce, which is approximately 225 employees. Additionally, in the fourth quarter of 2023, Reverb reduced its workforce by approximately 13% to gain operational efficiencies and enable critical growth investments into 2024 and beyond. In connection with these workforce reductions, Etsy incurred approximately $27.0 million in charges, primarily consisting of severance and employee-related benefits, a majority of which were incurred during the year ended December 31, 2023 and related to the Etsy marketplace. As of the end of the first quarter of 2024, the execution of the Restructuring Plan was substantially complete. The following table is a summary of the changes in the Company’s liability for severance and employee-related benefits associated with restructuring and other exit costs, included in accrued expenses in the Consolidated Balance Sheets (in thousands): Restructuring and Other Exit Costs Balance as of December 31, 2023 $ 24,340 Severance and employee-related benefits 365 Cash payments (20,397) Balance as of June 30, 2024 $ 4,308 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 53,005 | $ 61,915 | $ 116,009 | $ 136,452 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 shares | Jun. 30, 2024 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 | |
Merilee Buckley [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On May 17, 2024, Merilee Buckley, our Chief Accounting Officer, adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act under which an aggregate of up to 25,353 shares of Etsy common stock held by Ms. Buckley, excluding shares withheld to satisfy tax withholding obligations and including up to 15,818 shares to be issued upon exercise of stock options, may be sold. The plan terminates on the earlier of the date all the shares covered by the plan are sold and August 1, 2025. | |
Name | Merilee Buckley | |
Title | Chief Accounting Officer | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | May 17, 2024 | |
Expiration Date | August 1, 2025 | |
Arrangement Duration | 441 days | |
Merilee Buckley Trading Arrangement, Common Stock [Member] | Merilee Buckley [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 25,353 | 25,353 |
Merilee Buckley Trading Arrangement, Stock Options [Member] | Merilee Buckley [Member] | ||
Trading Arrangements, by Individual | ||
Aggregate Available | 15,818 | 15,818 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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 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 from July 2, 2021 (the date of acquisition) until August 10, 2023. |
Reclassifications | Reclassifications Certain items in the prior years’ condensed consolidated financial statements have been reclassified to conform to the current year presentation reflected in the condensed consolidated financial statements. |
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 21, 2024 (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: income taxes, including the estimate of the annual effective tax rate at interim periods and evaluation of uncertain tax positions; valuation of goodwill; and leases. As of June 30, 2024, 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. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. Additionally, it requires that a public entity (1) disclose an amount for “other segment items” by reportable segment, (2) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, and (3) requires that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this proposed ASU and all existing segment disclosures in Topic 280. The new guidance is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. The amendments in this proposed ASU should be applied retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance will have on its disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 Six Months Ended 2024 2023 2024 2023 Marketplace revenue $ 470,377 $ 452,957 $ 937,359 $ 920,473 Services revenue 177,429 175,919 356,401 349,280 Revenue $ 647,806 $ 628,876 $ 1,293,760 $ 1,269,753 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Income Per Share | The following table presents the calculation of basic and diluted net income per share for the periods presented (in thousands, except per share amounts): Three Months Ended Six Months Ended 2024 2023 2024 2023 Numerator: Net income $ 53,005 $ 61,915 $ 116,009 $ 136,452 Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 1,585 1,595 3,170 3,190 Net income attributable to common stockholders—diluted $ 54,590 $ 63,510 $ 119,179 $ 139,642 Denominator: Weighted-average common shares outstanding—basic 116,432 123,463 117,445 123,971 Dilutive effect of outstanding stock-based compensation awards 1,972 2,834 2,104 3,326 Dilutive effect of assumed conversion of convertible senior notes (1) 14,714 14,714 14,714 14,714 Weighted-average common shares outstanding—diluted 133,118 141,011 134,263 142,011 Net income per share attributable to common stockholders—basic $ 0.46 $ 0.50 $ 0.99 $ 1.10 Net income per share attributable to common stockholders—diluted $ 0.41 $ 0.45 $ 0.89 $ 0.98 Outstanding stock-based compensation awards excluded from net income per diluted share because their effect would have been anti-dilutive 5,020 6,363 4,960 5,275 (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 and six months ended ended June 30, 2024 and June 30, 2023. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 Level 1 Money market funds $ 155,216 $ — $ — $ 155,216 $ 155,216 $ — $ — U.S. Government securities 72,671 (305) 12 72,378 4,897 45,773 21,708 227,887 (305) 12 227,594 160,113 45,773 21,708 Level 2 U.S. agency securities 3,051 (2) — 3,049 — 3,049 — Certificate of deposit 55,687 (7) 21 55,701 — 54,186 1,515 Commercial paper 63,469 (44) 5 63,430 — 63,430 — Corporate bonds 123,407 (216) 122 123,313 — 74,241 49,072 245,614 (269) 148 245,493 — 194,906 50,587 Level 3 Loans receivable - held for investment 7,000 — — 7,000 — — 7,000 7,000 — — 7,000 — — 7,000 $ 480,501 $ (574) $ 160 $ 480,087 $ 160,113 $ 240,679 $ 79,295 Measured at NAV (1) Third-party managed funds 14,233 $ 93,528 December 31, 2023 Level 1 Money market funds $ 377,021 $ — $ — $ 377,021 $ 376,941 $ 80 $ — U.S. Government securities 95,298 (164) 39 95,173 — 60,153 35,020 472,319 (164) 39 472,194 376,941 60,233 35,020 Level 2 U.S. agency securities 15,635 (14) 3 15,624 — 15,624 — Certificate of deposit 35,365 (1) 55 35,419 — 35,419 — Commercial paper 62,463 (12) 54 62,505 4,449 58,056 — Corporate bonds 100,386 (145) 128 100,369 1,566 66,786 32,017 213,849 (172) 240 213,917 6,015 175,885 32,017 Level 3 Loans receivable - held for investment 6,000 — — 6,000 — — 6,000 6,000 — — 6,000 — — 6,000 $ 692,168 $ (336) $ 279 $ 692,111 $ 382,956 $ 236,118 $ 73,037 Measured at NAV (1) Third-party managed funds 13,639 $ 86,676 (1) Third-party managed funds measured on the NAV basis have not been categorized in the fair value hierarchy. The amount presented in the table is intended to permit reconciliation of the long-term investments in the fair value hierarchy to the amount presented in the Consolidated Balance Sheets. |
Schedule of Unrealized Loss and Fair Value of Debt Securities Available-for-Sale | The tables below show the fair value and gross unrealized loss related to available-for-sale debt securities, aggregated by investment category and the length of time that the securities have been in a continuous unrealized loss position as of the dates indicated (in thousands): As of June 30, 2024 Less than 12 Months 12 Months or Greater Fair Value Gross Unrealized Holding Loss Fair Value Gross Unrealized Holding Loss U.S. Government securities $ 42,248 $ (189) $ 24,887 $ (116) U.S. agency securities 3,049 (2) — — Certificate of deposit 13,328 (7) — — Commercial paper 50,344 (44) — — Corporate bonds 74,965 (140) 8,557 (76) Total $ 183,934 $ (382) $ 33,444 $ (192) As of December 31, 2023 Less than 12 Months 12 Months or Greater Fair Value Gross Unrealized Holding Loss Fair Value Gross Unrealized Holding Loss U.S. Government securities $ 71,536 $ (164) $ — $ — U.S. agency securities 12,569 (14) — — Certificate of deposit 7,178 (1) — — Commercial paper 34,066 (12) — — Corporate bonds 28,401 (73) 20,808 (72) Total $ 153,750 $ (264) $ 20,808 $ (72) |
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 June 30, 2024 As of December 31, 2023 Carrying Value Fair Value Carrying Value Fair Value 2021 Notes $ 992,479 $ 788,900 $ 991,529 $ 799,000 2020 Notes 646,221 538,330 645,624 556,790 2019 Notes 647,250 644,688 646,664 747,630 $ 2,285,950 $ 1,971,918 $ 2,283,817 $ 2,103,420 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following as of the dates indicated (in thousands): As of June 30, As of December 31, Vendor accruals $ 95,543 $ 120,804 Pass-through marketplace tax collection obligation 84,881 126,284 Employee compensation-related liabilities (1) 52,519 95,842 Taxes payable 23,876 10,623 Total accrued expenses $ 256,819 $ 353,553 (1) Includes severance and employee-related benefits associated with restructuring and other exit costs. See “Note 12—Restructuring and Other Exit Costs” for more information. |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 June 30, 2024 2021 Notes 2020 Notes 2019 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ 2,299,887 Unamortized debt issuance costs 7,521 3,779 2,637 13,937 Net carrying value $ 992,479 $ 646,221 $ 647,250 $ 2,285,950 As of December 31, 2023 2021 Notes 2020 Notes 2019 Notes Total Principal $ 1,000,000 $ 650,000 $ 649,887 $ 2,299,887 Unamortized debt issuance costs 8,471 4,376 3,223 16,070 Net carrying value $ 991,529 $ 645,624 $ 646,664 $ 2,283,817 |
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 % (1) During 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 June 30, 2024, 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 third quarter of 2024. |
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) | 6 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Schedule of Class of Treasury Stock | The following table summarizes the Company’s cumulative share repurchase activity under the program noted above (in thousands, except per share amounts): Shares Repurchased Average Price Paid per Share (1) Value of Shares Repurchased (1) Remaining Amount Authorized Balance as of January 1, 2024 $ 724,360 Repurchases of common stock for the three months ended: March 31, 2024 2,222 $ 71.28 $ 158,377 (158,377) June 30, 2024 2,355 63.87 150,418 (150,418) Balance as of June 30, 2024 4,577 $ 67.47 $ 308,795 $ 415,565 (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) | 6 Months Ended |
Jun. 30, 2024 | |
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 six months ended June 30, 2024 (in thousands, except per share amounts): Shares Weighted-Average Unvested at December 31, 2023 6,197 $ 117.14 Granted 3,905 67.45 Vested (1,188) 120.99 Forfeited/Canceled (470) 121.65 Unvested at June 30, 2024 8,444 93.37 |
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 Six Months Ended 2024 2023 2024 2023 Cost of revenue $ 8,787 $ 8,171 $ 16,491 $ 15,417 Marketing 5,882 6,107 12,319 11,369 Product development 38,441 38,220 72,505 74,929 General and administrative 21,607 24,783 44,085 44,249 Stock-based compensation expense $ 74,717 $ 77,281 $ 145,400 $ 145,964 |
Restructuring and Other Exit _2
Restructuring and Other Exit Costs (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring and Other Exit Costs | The following table is a summary of the changes in the Company’s liability for severance and employee-related benefits associated with restructuring and other exit costs, included in accrued expenses in the Consolidated Balance Sheets (in thousands): Restructuring and Other Exit Costs Balance as of December 31, 2023 $ 24,340 Severance and employee-related benefits 365 Cash payments (20,397) Balance as of June 30, 2024 $ 4,308 |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Asset impairment charges | $ 0 | $ 68,091 | $ 0 | $ 68,091 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 647,806 | $ 628,876 | $ 1,293,760 | $ 1,269,753 |
Marketplace revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 470,377 | 452,957 | 937,359 | 920,473 |
Services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 177,429 | $ 175,919 | $ 356,401 | $ 349,280 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Revenue from Contract with Customer [Abstract] | |
Revenue recognized in the period | $ 13.8 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate (as a percent) | 26.90% | |
Unrecognized tax benefits, period increased | $ 3.4 | |
Unrecognized tax benefits | 55.1 | $ 51.7 |
Unrecognized tax benefits that would impact effective tax rate favorably | 53.1 | |
Decrease in unrecognized tax benefits | $ 7.8 |
Net Income Per Share - Calculat
Net Income Per Share - Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 | |
Numerator: | ||||||||
Net income | $ 53,005,000 | $ 61,915,000 | $ 116,009,000 | $ 136,452,000 | ||||
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes | 1,585,000 | 1,595,000 | 3,170,000 | 3,190,000 | ||||
Net income attributable to common stockholders—diluted | $ 54,590,000 | $ 63,510,000 | $ 119,179,000 | $ 139,642,000 | ||||
Denominator: | ||||||||
Weighted average common shares outstanding—basic (in shares) | 116,432 | 123,463 | 117,445 | 123,971 | ||||
Dilutive effect of outstanding stock-based compensation awards (in shares) | 1,972 | 2,834 | 2,104 | 3,326 | ||||
Weighted average common shares outstanding - diluted (in shares) | 133,118 | 141,011 | 134,263 | 142,011 | ||||
Net income per share attributable to common stockholders—basic (in dollars per share) | $ 0.46 | $ 0.50 | $ 0.99 | $ 1.10 | ||||
Net income per share attributable to common stockholders—diluted (in dollars per share) | $ 0.41 | $ 0.45 | $ 0.89 | $ 0.98 | ||||
Outstanding stock-based compensation awards excluded from net income per diluted share because their effect would have been anti-dilutive (in shares) | 5,020 | 6,363 | 5,275 | 4,960 | ||||
Convertible Debt | ||||||||
Denominator: | ||||||||
Principal | $ 2,299,887,000 | $ 2,299,887,000 | $ 2,299,887,000 | |||||
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 | $ 649,887,000 | $ 649,900,000 | ||||
Convertible Senior Notes | ||||||||
Denominator: | ||||||||
Dilutive effect of assumed conversion of convertible senior notes (in shares) | 14,714 | 14,714 | 14,714 | 14,714 |
Asset Impairment Charges - Narr
Asset Impairment Charges - Narrative (Details) $ in Millions | 3 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Property and equipment impairment | $ 7.9 |
Finite-lived intangible assets impairment | $ 60.2 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Values Company’s Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 240,679 | $ 236,118 |
Long-term investments | 93,528 | 86,676 |
Fair Value, Inputs, Level 1, Level 2, and Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 480,501 | 692,168 |
Gross Unrealized Holding Loss | (574) | (336) |
Gross Unrealized Holding Gain | 160 | 279 |
Fair Value | 480,087 | 692,111 |
Cash and Cash Equivalents | 160,113 | 382,956 |
Short-term investments | 240,679 | 236,118 |
Long-term investments | 79,295 | 73,037 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 227,887 | 472,319 |
Gross Unrealized Holding Loss | (305) | (164) |
Gross Unrealized Holding Gain | 12 | 39 |
Fair Value | 227,594 | 472,194 |
Cash and Cash Equivalents | 160,113 | 376,941 |
Short-term investments | 45,773 | 60,233 |
Long-term investments | 21,708 | 35,020 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 155,216 | 377,021 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 155,216 | 377,021 |
Cash and Cash Equivalents | 155,216 | 376,941 |
Short-term investments | 0 | 80 |
Long-term investments | 0 | 0 |
Level 1 | U.S. Government securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 72,671 | 95,298 |
Gross Unrealized Holding Loss | (305) | (164) |
Gross Unrealized Holding Gain | 12 | 39 |
Fair Value | 72,378 | 95,173 |
Cash and Cash Equivalents | 4,897 | 0 |
Short-term investments | 45,773 | 60,153 |
Long-term investments | 21,708 | 35,020 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 245,614 | 213,849 |
Gross Unrealized Holding Loss | (269) | (172) |
Gross Unrealized Holding Gain | 148 | 240 |
Fair Value | 245,493 | 213,917 |
Cash and Cash Equivalents | 0 | 6,015 |
Short-term investments | 194,906 | 175,885 |
Long-term investments | 50,587 | 32,017 |
Level 2 | U.S. agency securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 3,051 | 15,635 |
Gross Unrealized Holding Loss | (2) | (14) |
Gross Unrealized Holding Gain | 0 | 3 |
Fair Value | 3,049 | 15,624 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 3,049 | 15,624 |
Long-term investments | 0 | 0 |
Level 2 | Certificate of deposit | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 55,687 | 35,365 |
Gross Unrealized Holding Loss | (7) | (1) |
Gross Unrealized Holding Gain | 21 | 55 |
Fair Value | 55,701 | 35,419 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 54,186 | 35,419 |
Long-term investments | 1,515 | 0 |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 63,469 | 62,463 |
Gross Unrealized Holding Loss | (44) | (12) |
Gross Unrealized Holding Gain | 5 | 54 |
Fair Value | 63,430 | 62,505 |
Cash and Cash Equivalents | 0 | 4,449 |
Short-term investments | 63,430 | 58,056 |
Long-term investments | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 123,407 | 100,386 |
Gross Unrealized Holding Loss | (216) | (145) |
Gross Unrealized Holding Gain | 122 | 128 |
Fair Value | 123,313 | 100,369 |
Cash and Cash Equivalents | 0 | 1,566 |
Short-term investments | 74,241 | 66,786 |
Long-term investments | 49,072 | 32,017 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 7,000 | 6,000 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 7,000 | 6,000 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Long-term investments | 7,000 | 6,000 |
Level 3 | Loans receivable - held for investment | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cost | 7,000 | 6,000 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 7,000 | 6,000 |
Cash and Cash Equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Long-term investments | 7,000 | 6,000 |
Measured at NAV | Third-party managed funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term investments | $ 14,233 | $ 13,639 |
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 | Jun. 30, 2024 | Dec. 31, 2023 |
Less than 12 Months | ||
Fair Value | $ 183,934 | $ 153,750 |
Gross Unrealized Holding Loss | (382) | (264) |
12 Months or Greater | ||
Fair Value | 33,444 | 20,808 |
Gross Unrealized Holding Loss | (192) | (72) |
U.S. Government securities | ||
Less than 12 Months | ||
Fair Value | 42,248 | 71,536 |
Gross Unrealized Holding Loss | (189) | (164) |
12 Months or Greater | ||
Fair Value | 24,887 | 0 |
Gross Unrealized Holding Loss | (116) | 0 |
U.S. agency securities | ||
Less than 12 Months | ||
Fair Value | 3,049 | 12,569 |
Gross Unrealized Holding Loss | (2) | (14) |
12 Months or Greater | ||
Fair Value | 0 | 0 |
Gross Unrealized Holding Loss | 0 | 0 |
Certificate of deposit | ||
Less than 12 Months | ||
Fair Value | 13,328 | 7,178 |
Gross Unrealized Holding Loss | (7) | (1) |
12 Months or Greater | ||
Fair Value | 0 | 0 |
Gross Unrealized Holding Loss | 0 | 0 |
Commercial paper | ||
Less than 12 Months | ||
Fair Value | 50,344 | 34,066 |
Gross Unrealized Holding Loss | (44) | (12) |
12 Months or Greater | ||
Fair Value | 0 | 0 |
Gross Unrealized Holding Loss | 0 | 0 |
Corporate bonds | ||
Less than 12 Months | ||
Fair Value | 74,965 | 28,401 |
Gross Unrealized Holding Loss | (140) | (73) |
12 Months or Greater | ||
Fair Value | 8,557 | 20,808 |
Gross Unrealized Holding Loss | $ (76) | $ (72) |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) | Jun. 30, 2024 |
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 - Sch_3
Fair Value Measurements - Schedule of Estimated Fair Value Liability Component (Details) - Level 2 - Convertible Debt - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 2,285,950 | $ 2,283,817 |
Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 1,971,918 | 2,103,420 |
2021 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 992,479 | 991,529 |
2021 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 788,900 | 799,000 |
2020 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 646,221 | 645,624 |
2020 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 538,330 | 556,790 |
2019 Notes | Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | 647,250 | 646,664 |
2019 Notes | Fair Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt, fair value | $ 644,688 | $ 747,630 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Vendor accruals | $ 95,543 | $ 120,804 |
Pass-through marketplace tax collection obligation | 84,881 | 126,284 |
Employee compensation-related liabilities | 52,519 | 95,842 |
Taxes payable | 23,876 | 10,623 |
Total accrued expenses | $ 256,819 | $ 353,553 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 30, 2021 | Aug. 31, 2020 | Sep. 30, 2019 |
Debt Instrument [Line Items] | |||||
Long-term debt, net | $ 2,285,950,000 | $ 2,283,817,000 | |||
Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 2,299,887,000 | 2,299,887,000 | |||
Unamortized debt issuance costs | 13,937,000 | 16,070,000 | |||
Long-term debt, net | 2,285,950,000 | 2,283,817,000 | |||
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 | 7,521,000 | 8,471,000 | |||
Long-term debt, net | 992,479,000 | 991,529,000 | |||
2020 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal | 650,000,000 | 650,000,000 | $ 650,000,000 | ||
Unamortized debt issuance costs | 3,779,000 | 4,376,000 | |||
Long-term debt, net | 646,221,000 | 645,624,000 | |||
2019 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Principal, net of conversion notices | 649,887,000 | 649,887,000 | $ 649,900,000 | ||
Unamortized debt issuance costs | 2,637,000 | 3,223,000 | |||
Long-term debt, net | $ 647,250,000 | $ 646,664,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Convertible Notes (Details) - Convertible Debt | 1 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 day $ / shares | Aug. 31, 2020 $ / shares | Sep. 30, 2019 $ / shares | Jun. 30, 2024 day | |
Debt Instrument [Line Items] | ||||
Threshold percentage of stock price trigger | 130% | |||
Threshold trading days | 20 | |||
Threshold consecutive trading days | 30 | |||
2021 Notes | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 0.0040518 | |||
Conversion price (in dollars per share) | $ / shares | $ 246.80 | |||
Annual effective interest rate | 0.40% | |||
Threshold percentage of stock price trigger | 130% | |||
Threshold trading days | 20 | |||
Threshold consecutive trading days | 30 | |||
2020 Notes | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 0.0050007 | |||
Conversion price (in dollars per share) | $ / shares | $ 199.97 | |||
Annual effective interest rate | 0.30% | |||
2019 Notes | ||||
Debt Instrument [Line Items] | ||||
Conversion ratio | 0.0114040 | |||
Conversion price (in dollars per share) | $ / shares | $ 87.69 | |||
Annual effective interest rate | 0.30% |
Debt - Terms of the Notes (Deta
Debt - Terms of the Notes (Details) - Convertible Debt - day | 1 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2024 | |
Debt Instrument [Line Items] | ||
Threshold percentage of stock price trigger | 130% | |
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
2021 Notes | ||
Debt Instrument [Line Items] | ||
Threshold percentage of stock price trigger | 130% | |
Threshold trading days | 20 | |
Threshold consecutive trading days | 30 | |
Redemption price percent | 100% |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Interest expenses | $ 2,100 | $ 2,100 | $ 4,200 | $ 4,200 |
Debt - Schedule of Capped Call
Debt - Schedule of Capped Call Transactions (Details) - Convertible Debt - $ / shares | Jun. 08, 2021 | Aug. 19, 2020 | Sep. 18, 2019 | Aug. 31, 2020 | Sep. 30, 2019 |
2021 Capped Call Transactions | |||||
Line of Credit Facility [Line Items] | |||||
Initial Cap Price per Share (in dollars per share) | $ 340.42 | ||||
Cap Price Premium | 100% | ||||
2020 Capped Call Transactions | |||||
Line of Credit Facility [Line Items] | |||||
Initial Cap Price per Share (in dollars per share) | $ 327.83 | ||||
Cap Price Premium | 150% | ||||
2019 Capped Call Transactions | |||||
Line of Credit Facility [Line Items] | |||||
Initial Cap Price per Share (in dollars per share) | $ 148.63 | ||||
Cap Price Premium | 150% |
Debt - 2023 Credit Agreement (D
Debt - 2023 Credit Agreement (Details) - Credit Agreement - USD ($) | Mar. 24, 2023 | Jun. 30, 2024 |
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 |
Stockholders_ Deficit - Narrati
Stockholders’ Deficit - Narrative (Details) | Jun. 14, 2023 USD ($) |
Equity [Abstract] | |
Stock repurchase program, authorized amount | $ 1,000,000,000 |
Stockholders_ Deficit - Summary
Stockholders’ Deficit - Summary of Activity of Shares Repurchases (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | Dec. 31, 2023 | |
Equity [Abstract] | ||||
Shares Repurchased (in shares) | 2,355 | 2,222 | 4,577 | |
Average Price Paid per Share (in dollars per share) | $ 63.87 | $ 71.28 | $ 67.47 | |
Value of shares repurchased | $ 150,418 | $ 158,377 | $ 308,795 | |
Remaining Amount Authorized | $ 415,565 | $ 415,565 | $ 724,360 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2024 USD ($) shares | |
RSUs | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Interval vesting period | 3 months |
Vesting period (In years) | 4 years |
Vesting percentage | 25% |
Total unrecognized compensation | $ | $ 668.8 |
Total unrecognized compensation, period of recognition (in years) | 2 years 7 months 28 days |
2024 Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized (in shares) | 19,280,062 |
Number of shares available for grant (in shares) | 8,159,445 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Unvested RSUs (Details) - RSUs shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Shares | |
Beginning balance, Unvested (in shares) | shares | 6,197 |
Granted (in shares) | shares | 3,905 |
Vested (in shares) | shares | (1,188) |
Forfeited/Cancelled (in shares) | shares | (470) |
Ending balance, Unvested (in shares) | shares | 8,444 |
Weighted-Average Grant Date Fair Value | |
Beginning balance, Unvested (in dollars per share) | $ / shares | $ 117.14 |
Granted (in dollars per share) | $ / shares | 67.45 |
Vested (in dollars per share) | $ / shares | 120.99 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 121.65 |
Ending balance, Unvested (in dollars per share) | $ / shares | $ 93.37 |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 74,717 | $ 77,281 | $ 145,400 | $ 145,964 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 8,787 | 8,171 | 16,491 | 15,417 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 5,882 | 6,107 | 12,319 | 11,369 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 38,441 | 38,220 | 72,505 | 74,929 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 21,607 | $ 24,783 | $ 44,085 | $ 44,249 |
Restructuring and Other Exit _3
Restructuring and Other Exit Costs (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 7 Months Ended | |
Dec. 12, 2023 position | Dec. 31, 2023 | Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Restructuring and Related Activities [Abstract] | ||||
Number of positions eliminated (percentage) | 11% | |||
Number of positions eliminated | position | 225 | |||
Reducing of positions (percentage) | 13% | |||
Severance and employee-related benefits | $ | $ 365 | $ 27,000 |
Restructuring and Other Exit _4
Restructuring and Other Exit Costs - Components of and changes in the Restructuring Plan, incurred in Accrued liabilities (Details) - USD ($) $ in Thousands | 6 Months Ended | 7 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Restructuring Reserve [Roll Forward] | ||
Beginning balance | $ 24,340 | |
Severance and employee-related benefits | 365 | $ 27,000 |
Cash payments | (20,397) | |
Ending balance | $ 4,308 | $ 4,308 |
Uncategorized Items - etsy-2024
Label | Element | Value |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 0 |
Restricted Cash, Noncurrent | us-gaap_RestrictedCashNoncurrent | $ 5,341,000 |