ETSY INC, 10-K filed on 2/23/2023
Annual Report
v3.22.4
Cover Page - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Feb. 17, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2022    
Current Fiscal Year End Date --12-31    
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    
Common Stock, $0.001 par value per share Common Stock, $0.001 par value per share    
Trading Symbol ETSY    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
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    
ICFR Auditor Attestation Flag true    
Entity Shell Company false    
Entity Public Float     $ 9,212
Entity Common Stock, Shares Outstanding (in shares)   124,649,062  
Documents Incorporated by Reference Portions of the registrant’s Proxy Statement for its 2023 Annual Meeting of Stockholders, to be filed with the Securities and Exchange Commission no later than 120 days after December 31, 2022, are incorporated by reference in Part III of this Annual Report.    
Entity Central Index Key 0001370637    
Document Fiscal Year Focus 2022    
Document Fiscal Period Focus FY    
Amendment Flag false    
v3.22.4
Audit Information
12 Months Ended
Dec. 31, 2022
Audit Information [Abstract]  
Auditor Firm ID 238
Auditor Name PricewaterhouseCoopers LLP
Auditor Location New York, New York
v3.22.4
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Current assets:    
Cash and cash equivalents $ 921,278 $ 780,196
Short-term investments 250,413 204,416
Accounts receivable, net 27,888 27,266
Prepaid and other current assets 80,203 109,417
Funds receivable and seller accounts 233,961 220,206
Total current assets 1,513,743 1,341,501
Restricted cash 5,341 5,341
Property and equipment, net 249,744 275,062
Goodwill 137,724 1,371,064
Intangible assets, net 535,406 607,170
Deferred tax assets 121,506 95,863
Long-term investments 29,137 85,034
Other assets 42,360 50,774
Total assets 2,634,961 3,831,809
Current liabilities:    
Accounts payable 28,757 28,007
Accrued expenses 331,234 328,118
Finance lease obligations—current 4,731 2,418
Funds payable and amounts due to sellers 233,961 220,206
Deferred revenue 14,008 12,339
Other current liabilities 19,064 24,500
Total current liabilities 631,755 615,588
Finance lease obligations—net of current portion 105,699 110,283
Deferred tax liabilities 44,735 79,484
Long-term debt, net 2,279,640 2,275,418
Other liabilities 120,406 122,417
Total liabilities 3,182,235 3,203,190
Commitments and contingencies (Note 13)
Stockholders’ (deficit) equity:    
Common stock ($0.001 par value, 1,400,000,000 shares authorized as of December 31, 2022 and 2021; 125,054,278 and 127,022,118 shares issued and outstanding as of December 31, 2022 and 2021, respectively) 125 127
Preferred stock ($0.001 par value, 25,000,000 shares authorized as of December 31, 2022 and 2021) 0 0
Additional paid-in capital 815,085 631,762
(Accumulated deficit) retained earnings (1,048,267) 71,744
Accumulated other comprehensive loss (314,217) (75,014)
Total stockholders’ (deficit) equity (547,274) 628,619
Total liabilities and stockholders’ (deficit) equity $ 2,634,961 $ 3,831,809
v3.22.4
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Statement of Financial Position [Abstract]    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 1,400,000,000 1,400,000,000
Common stock, shares issued (in shares) 125,054,278 127,022,118
Common stock, shares outstanding (in shares) 125,054,278 127,022,118
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 25,000,000 25,000,000
v3.22.4
Consolidated Statements of Operations - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Statement [Abstract]      
Revenue $ 2,566,111 $ 2,329,114 $ 1,725,625
Cost of revenue 744,592 654,512 464,745
Gross profit 1,821,519 1,674,602 1,260,880
Operating expenses:      
Marketing 710,399 654,804 500,756
Product development 412,398 271,535 180,080
General and administrative 312,260 282,531 156,035
Goodwill impairment 1,045,022 0 0
Total operating expenses 2,480,079 1,208,870 836,871
(Loss) income from operations (658,560) 465,732 424,009
Other (expense) income:      
Loss on extinguishment of debt 0 0 (16,855)
Interest expense (14,168) (9,885) (42,025)
Interest and other income 10,956 2,137 7,102
Foreign exchange (loss) gain (206) 13,670 (6,522)
Total other (expense) income (3,418) 5,922 (58,300)
(Loss) income before income taxes (661,978) 471,654 365,709
(Provision) benefit for income taxes (32,310) 21,853 (16,463)
Net (loss) income $ (694,288) $ 493,507 $ 349,246
Net (loss) income per share attributable to common stockholders:      
Basic (in dollars per share) $ (5.48) $ 3.88 $ 2.88
Diluted (in dollars per share) $ (5.48) $ 3.40 $ 2.69
Weighted average common shares outstanding:      
Basic (in shares) 126,778,626 127,224,974 121,251,588
Diluted (in shares) 126,778,626 146,683,324 136,414,592
v3.22.4
Consolidated Statements of Comprehensive (Loss) Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Net (loss) income $ (694,288) $ 493,507 $ 349,246
Other comprehensive (loss) income:      
Cumulative translation adjustment (237,784) (80,203) 14,468
Unrealized (losses) gains on marketable securities, net of tax (benefit) expense of $(448), $(240), and $73, respectively (1,419) (762) 182
Total other comprehensive (loss) income (239,203) (80,965) 14,650
Comprehensive (loss) income $ (933,491) $ 412,542 $ 363,896
v3.22.4
Consolidated Statements of Comprehensive (Loss) Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Statement of Comprehensive Income [Abstract]      
Unrealized holding gain (loss) arising during period, tax $ (448) $ (240) $ 73
v3.22.4
Consolidated Statements of Changes in Stockholders’ (Deficit) Equity - USD ($)
$ in Thousands
Total
Cumulative Effect, Period of Adoption, Adjustment
Common Stock
Additional Paid-in Capital
Additional Paid-in Capital
Cumulative Effect, Period of Adoption, Adjustment
(Accumulated Deficit) Retained Earnings
(Accumulated Deficit) Retained Earnings
Cumulative Effect, Period of Adoption, Adjustment
Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Dec. 31, 2019     118,342,772          
Beginning balance at Dec. 31, 2019 $ 406,634   $ 119 $ 642,628   $ (227,414)   $ (8,699)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Accounting Standards Update [Extensible List] Accounting Standards Update 2020-06 [Member]              
Stock-based compensation $ 66,350     66,350        
Exercise of vested options (in shares) 1,834,773   1,834,773          
Exercise of vested options $ 25,319   $ 1 25,318        
Issuance of convertible senior notes, net of issuance costs and taxes 102,131     102,131        
Purchase of capped calls, net of taxes (56,848)     (56,848)        
Settlement of convertible senior notes, net of taxes (in shares)     7,271,723          
Settlement of convertible senior notes, net of taxes 151,311   $ 7 151,304        
Vesting of restricted stock units, net of shares withheld (in shares)     825,200          
Vesting of restricted stock units, net of shares withheld $ (47,716)   $ 1 (47,717)        
Stock repurchase (in shares) (1,161,947)   (2,438,537)          
Stock repurchase $ (268,653)   $ (2)     (268,651)    
Other comprehensive income (loss) 14,650             14,650
Net (loss) income 349,246         349,246    
Ending balance (in shares) at Dec. 31, 2020     125,835,931          
Ending balance at Dec. 31, 2020 742,424 $ (200,910) $ 126 883,166 $ (228,738) (146,819) $ 27,828 5,951
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation $ 139,280     139,280        
Exercise of vested options (in shares) 994,456   994,456          
Exercise of vested options $ 22,706   $ 1 22,705        
Purchase of capped calls, net of taxes (64,673)     (64,673)        
Settlement of convertible senior notes, net of taxes (in shares)     985,522          
Settlement of convertible senior notes, net of taxes (423)   $ 1 (424)        
Vesting of restricted stock units, net of shares withheld (in shares)     818,442          
Vesting of restricted stock units, net of shares withheld $ (119,553)   $ 1 (119,554)        
Stock repurchase (in shares) (554,718)   (1,612,233)          
Stock repurchase $ (302,774)   $ (2)     (302,772)    
Other comprehensive income (loss) (80,965)             (80,965)
Net (loss) income $ 493,507         493,507    
Ending balance (in shares) at Dec. 31, 2021 127,022,118   127,022,118          
Ending balance at Dec. 31, 2021 $ 628,619   $ 127 631,762   71,744   (75,014)
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Stock-based compensation (in shares) [1]     191,493          
Stock-based compensation $ 248,114     248,114        
Exercise of vested options (in shares) 816,620   816,620          
Exercise of vested options $ 15,024   $ 1 15,023        
Settlement of convertible senior notes, net of taxes (in shares)     358          
Vesting of restricted stock units, net of shares withheld (in shares)     981,844          
Vesting of restricted stock units, net of shares withheld $ (79,813)   $ 1 (79,814)        
Stock repurchase (in shares) (3,958,155)   (3,958,155)          
Stock repurchase $ (425,727)   $ (4)     (425,723)    
Other comprehensive income (loss) (239,203)             (239,203)
Net (loss) income $ (694,288)         (694,288)    
Ending balance (in shares) at Dec. 31, 2022 125,054,278   125,054,278          
Ending balance at Dec. 31, 2022 $ (547,274)   $ 125 $ 815,085   $ (1,048,267)   $ (314,217)
[1] (1) Includes the partial payment of Depop deferred consideration.
v3.22.4
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Cash flows from operating activities      
Net (loss) income $ (694,288) $ 493,507 $ 349,246
Adjustments to reconcile net (loss) income to net cash provided by operating activities:      
Stock-based compensation expense 230,888 139,910 65,114
Depreciation and amortization expense 96,702 74,267 58,189
Provision for expected credit losses 12,464 16,031 15,033
Foreign exchange loss (gain) 1,238 (14,071) 7,349
Non-cash interest expense 578 578 36,086
Interest expense on marketable securities 652 3,154 2,729
Goodwill impairment 1,045,022 0 0
Deferred (benefit) provision for income taxes (55,303) (88,952) 2,202
Loss on extinguishment of debt 0 0 16,855
Other non-cash expense, net 5,193 3,244 1,956
Changes in operating assets and liabilities, net of acquisitions:      
Accounts receivable (14,056) (19,256) (22,540)
Funds receivable and seller accounts (20,570) (83,941) (90,141)
Prepaid expenses and other current assets 23,840 (44,186) (16,963)
Other assets 7,390 (25,159) 4,816
Accounts payable 532 (14,169) 14,550
Accrued and other current liabilities 6,439 84,789 146,634
Funds payable and amounts due to sellers 20,570 83,941 90,141
Deferred revenue 1,905 1,441 3,312
Other liabilities 14,416 40,423 (5,612)
Net cash provided by operating activities 683,612 651,551 678,956
Cash flows from investing activities      
Acquisition of businesses, net of cash acquired 0 (1,699,974) 0
Cash paid for asset acquisition and intangible assets (6,456) (1,937) (880)
Purchases of property and equipment (10,237) (11,248) (1,445)
Development of internal-use software (20,506) (16,922) (5,665)
Purchases of marketable securities (270,345) (418,518) (499,237)
Sales and maturities of marketable securities 277,520 590,630 495,848
Net cash used in investing activities (30,024) (1,557,969) (11,379)
Cash flows from financing activities      
Payment of tax obligations on vested equity awards (79,163) (118,167) (47,716)
Repurchase of stock (425,727) (302,774) (268,653)
Proceeds from exercise of stock options 15,024 22,706 25,319
Proceeds from issuance of convertible senior notes 0 1,000,000 650,000
Payment of debt issuance costs (25) (13,300) (10,531)
Purchase of capped calls 0 (85,000) (74,685)
Settlement of convertible senior notes (44) (43,900) (137,168)
Payments on finance lease obligations (6,307) (8,864) (9,211)
Other financing, net (10,242) 2,048 (8,073)
Net cash (used in) provided by financing activities (506,484) 452,749 119,282
Effect of exchange rate changes on cash (6,022) (10,234) 13,947
Net increase (decrease) in cash, cash equivalents, and restricted cash 141,082 (463,903) 800,806
Cash, cash equivalents, and restricted cash at beginning of period 785,537 1,249,440 448,634
Cash, cash equivalents, and restricted cash at end of period 926,619 785,537 1,249,440
Supplemental cash flow disclosures:      
Cash paid for interest 9,534 6,054 3,405
Cash paid for income taxes, net of refunds 41,679 94,160 8,535
Supplemental non-cash disclosures:      
Replacement share-based awards issued in conjunction with acquisitions 0 5,686 0
Stock-based compensation capitalized in development of capitalized software and asset additions in exchange for liabilities 9,799 7,297 2,852
Deferred consideration 17,197 [1] 0 0
Lease assets obtained in exchange for new lease liabilities 1,727 68,023 3,183
Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents [Abstract]      
Cash and cash equivalents 921,278 780,196 1,244,099
Restricted cash 5,341 5,341 5,341
Total cash and cash equivalents, and restricted cash $ 926,619 $ 785,537 $ 1,249,440
[1] (1) See “Note 15—Stock-based Compensation” for more information on the settlement of deferred consideration.
v3.22.4
Consolidated Statements of Cash Flows (Parenthetical)
shares in Millions
Mar. 31, 2018
2018 Notes | Convertible Debt  
Debt instrument, interest rate, stated percentage 0.00%
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2022
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 the power of 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. The Company generates revenue primarily from marketplace activities, including transaction, listing, and payments processing fees, and fees for optional seller services, which include on-site advertising and shipping label services.
Basis of Consolidation
The consolidated financial statements include the accounts of Etsy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. On July 12, 2021, Etsy acquired all of the issued share capital of Depop Limited (“Depop”) pursuant to a share purchase, and on July 2, 2021, Etsy acquired all the outstanding shares of Elo7 Serviços de Informática S.A. (“Elo7”) by means of a merger. The financial results of Depop and Elo7 have been included in Etsy’s consolidated financial statements from the dates of acquisition. See “Note 5—Business Combinations.”
Reclassification
Certain items in the prior years consolidated financial statements have been reclassified to conform to the current year presentation reflected in the consolidated financial statements.
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to make estimates and judgments that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and judgments. The accounting estimates that require management’s most subjective judgments include: stock-based compensation; income taxes; the valuation of acquired intangible assets, developed technology, and goodwill as part of purchase price allocations for business combinations; valuation of goodwill; leases; and fair value of convertible senior notes. As of December 31, 2022, the Company continues to monitor the effects of global macroeconomic and geopolitical uncertainty, including COVID-19 pandemic related factors and general market, political, and economic conditions, on the Company’s business, results of operations, and financial condition. As a result, many of the Company’s estimates and judgments require increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods.
Revenue Recognition
The Company’s revenue is diversified; generated from a mix of marketplace activities and other optional services the Company provides to sellers to help them generate more sales and scale their businesses. Revenues are recognized as the Company transfers control of promised goods or services to sellers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, revenue is recorded either gross or net of costs associated with the transaction. The Company’s revenues are recognized on a gross basis, with the primary exception being shipping label revenue, which is recorded on a net basis. Sales and usage-based taxes are excluded from revenues.
Marketplace revenue: As members of the Etsy.com marketplace, Etsy sellers receive the benefit of marketplace activities, including listing items for sale, completing sales transactions, and payments processing, which represents a single stand-ready performance obligation. Etsy marketplace sellers pay a fixed listing fee of $0.20 for each item listed on Etsy.com, and the listing fee is recognized ratably over a four-month listing period, unless the item is sold or the seller re-lists it, at which time any remaining listing fee is recognized. Listing fees are nonrefundable. Variable fees include transaction fees and payments processing fees. Etsy marketplace sellers pay a 6.5% transaction fee, which was increased from 5% effective April 11, 2022, for each completed transaction, inclusive of shipping fees charged.
In May 2020, the Etsy marketplace started charging sellers for Offsite Ads, whereby sellers pay a transaction fee of 12% or 15% of the value of a sale based on the seller’s volume of sales, if such sale is generated from an advertisement placed by Etsy on third-party internet platforms. The corresponding expense is recorded in marketing. Etsy marketplace sellers pay Etsy Payments processing fees, which typically vary between 3.0% and 4.5% of an item’s total sale price, including shipping, plus a flat fee per order that depends on the country in which a seller’s bank account is located, plus an additional transaction fee for foreign currency payments. The transaction fee, Offsite Ads transaction fee, and Etsy Payments processing fees are recognized when the corresponding transaction is consummated, and are recorded net of refunds.
Reverb, Depop, and Elo7 marketplace revenue is comprised of seller transaction fees and payments processing fees, which are recognized when the transaction is consummated, and are recorded net of refunds. Reverb, Elo7, and Depop sellers pay a 5%, 7%, and 10% transaction fee, respectively, for each completed transaction. The Reverb and Depop transaction fee is inclusive of shipping fees charged.
Services revenue: Services revenue is derived from optional services offered to Etsy marketplace sellers, which primarily include on-site advertising and shipping labels. Each service represents an individual obligation that the Company must perform when a seller chooses to use the service.
On-site advertising services consist of cost-per-click fees an Etsy marketplace seller pays for prominent placement of her listings. These fees are nonrefundable and are charged to a seller’s Etsy bill when the listing is clicked, at which time revenue is recognized.
Revenue from shipping labels consists of fees an Etsy marketplace seller pays the Company when she purchases shipping labels through its platform, net of the cost the Company incurs in purchasing those shipping labels. The Company provides its sellers access to purchase shipping labels at discounted pricing due to the volume of purchases through its platform. The Company recognizes shipping label revenue when an Etsy marketplace seller purchases a shipping label. The Company recognizes shipping label revenue on a net basis as it is an agent in this arrangement and does not take control of shipping labels prior to transferring the labels to the Etsy marketplace seller. Etsy shipping label revenue is recorded net of refunds.
The Reverb, Depop, and Elo7 marketplaces offer on-site advertising services (Depop as of the end of the third quarter of 2022), and shipping labels services. Each service represents an individual obligation that the Company must perform when a seller chooses to use the service. Shipping label revenue is recorded net of refunds.
Contract balances: The Company records deferred revenues when cash payments are received or due in advance of the completion of the four-month listing period on Etsy.com, which represents the value of the Company’s unsatisfied performance obligations, unless the item is sold or the seller re-lists it, at which time any remaining listing fee is recognized. The amount of revenue recognized in the year ended December 31, 2022 that was included in the deferred balance at January 1, 2022 was $12.3 million.
Cost of Revenue
Cost of revenue primarily consists of the cost of interchange and other fees for payments processing services, and expenses associated with the operation and maintenance of the Company’s platforms, including hosting and bandwidth costs. Cost of revenue also includes chargebacks to support payments revenue, costs of refunds made to buyers that the Company is either not able to collect from sellers or are otherwise covered by us, and seller verification fees. Additionally, cost of revenue includes certain employee compensation-related expenses, depreciation and amortization, and third-party customer support services.
Marketing
Marketing expenses primarily consist of direct marketing expenses, which largely includes digital marketing and television ad and digital video expenses. Marketing expenses also include employee compensation-related expenses to support the Company’s marketing initiatives and amortization expense related to acquired customer relationship and trademark intangible assets. Advertising expenses are recognized as incurred, with the exception of certain production expenses related to television and display advertising which are deferred until the first time an advertisement airs or is published. If such advertising is not expected to occur, costs are expensed immediately. Advertising expenses related to direct marketing, included in marketing expenses on the Consolidated Statements of Operations, were $581.1 million, $559.3 million, and $442.2 million in the years ended December 31, 2022, 2021, and 2020, respectively.
Product Development
Product development expenses consist primarily of employee compensation-related expenses for engineering, product management, product design, and product research activities, net of costs capitalized to website development and internal-use software. Additional expenses include consulting costs related to the development, quality assurance, and testing of new technology and enhancement of the Company’s existing technology.
Stock-Based Compensation
Service-based stock options and restricted stock units (“RSUs”) are awarded to employees and members of the Company’s Board of Directors and performance-based restricted stock units (“PBRSUs”) are awarded to employees. All such awards are measured at fair value at each grant date.
The PBRSUs include financial performance-based restricted stock units (“Financial PBRSUs”) and total shareholder return performance-based restricted stock units (“TSR PBRSUs”), both of which have performance and service vesting requirements. The Company recognizes forfeitures as they occur.
The Company calculates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model and the expense is recognized over the requisite service period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company calculates expected volatility based on the historical volatility of Etsy’s stock price observations over a period equivalent to the expected term of the stock option grants. The Company estimates its expected term using historical option exercise behavior and expected post-vest cancellation data, averaged with an assumption that recently granted options will be exercised ratably from vesting to the expiration of the stock option. The fair value of RSUs and Financial PBRSUs is determined based on the closing price of the Company’s common stock on Nasdaq on the grant date. Additionally, the fair value of the Financial PBRSUs takes into consideration a vesting probability assessment as of each reporting date. The fair value of the TSR PBRSUs is determined using a Monte-Carlo simulation model on the grant date.
The requisite service period for stock options and RSUs is generally four years from the grant date. For PBRSUs, the Company recognizes stock-based compensation expenses on a straight-line basis over the longer of the derived, explicit, or implicit service period. As of interim and annual reporting periods, the Financial PBRSUs stock-based compensation expense is adjusted based on expected achievement of performance targets, while TSR PBRSUs stock-based compensation expense is not adjusted.
Foreign Currency
The Company has determined that the functional currency for each of its foreign operations is the currency of the primary cash flow of the operations, which is generally the local currency in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Foreign currency translation adjustments are reflected in stockholders’ equity as a component of other comprehensive income (loss). Transaction gains and losses including intercompany balances denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income (expense) in the Consolidated Statements of Operations.
Income Taxes
The income tax benefit is based on income before income taxes and is accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company regularly reviews the recoverability of its deferred tax assets by considering its historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of its tax planning strategies. Where appropriate, the Company records a valuation allowance against deferred tax assets that are deemed not more likely than not to be realizable.
The Company records tax expense related to Global Intangible Low Taxed Income (“GILTI”) as a current period expense when incurred using the period cost method.
The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement.
The Company recognizes interest and penalties, if any, associated with income tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability in the Consolidated Balance Sheets.
Net (Loss) Income Per Share
Basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.
Diluted net (loss) income per share is computed by dividing net (loss) income adjusted on an if-converted basis for the period by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based compensation awards and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating net (loss) income per share of common stock attributable to common stockholders when their effect is dilutive.
The calculation of diluted net income per share excludes all anti-dilutive shares of common stock.
Segment Data
The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has four operating segments, Etsy, Reverb, Depop, and Elo7, which qualify for aggregation as one reportable segment.
Cash and Cash Equivalents, and Short- and Long-term Investments
The Company considers all investments with an original maturity of three months or less at time of purchase to be cash equivalents. Cash restricted by third parties is not considered cash and cash equivalents. Short-term investments, consisting of certificates of deposit, commercial paper, corporate bonds, U.S. agency securities, and U.S. Government securities with original maturities of greater than three months but less than one year, are classified as available-for-sale and are reported at fair value using the specific identification method. Long-term investments, consisting of corporate bonds and U.S. Government securities with original maturities of greater than twelve months but less than 37 months, are classified as available-for-sale and are reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of related tax (expense) benefit.
Restricted Cash
The Company classifies any cash balances that are legally restricted as to withdrawal or usage as restricted cash on the Consolidated Balance Sheets. In connection with the Company’s noncancellable Brooklyn lease agreement, which expires in 2039, the Company established a $5.3 million collateral account, which is reflected in the restricted cash balance as of December 31, 2022 and 2021.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, short- and long-term investments, and funds receivable and seller accounts. The Company reduces credit risk by placing its cash and cash equivalents with major financial institutions with high credit ratings. At times, to the extent eligible, such amounts may exceed federally insured limits. The Company believes that minimal credit risk exists with respect to these investments due to the credit ratings of the financial institutions that hold its short- and long-term investments. In addition, funds receivable settle relatively quickly, and the Company’s historical experience of losses has not been significant.
Fair Value of Financial Instruments
Management believes that the fair value of financial instruments, consisting of cash and cash equivalents, short- and long-term investments, accounts receivable, funds receivable and seller accounts, accounts payable, and funds payable and amounts due to sellers approximates carrying value due to the immediate or short-term maturity associated with these instruments or the Company’s ability to liquidate these instruments at short notice with minimal penalties.
Prior to the adoption of ASU 2020-06 in the first quarter of 2021, in accounting for the issuance of the 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), the 0.125% Convertible Senior Notes due 2026 (the “2019 Notes”), and the 2018 Notes (collectively, the 0.25% Convertible Senior notes due 2028 (the “2021 Notes”), the 2020 Notes, the 2019 Notes, and the 2018 Notes, the “Notes”), and the extinguishment of the 2018 Notes, discussed in “Note 12—Debt,” management used estimates and assumptions to calculate the carrying amounts of the liability and equity components by measuring the fair value of similar securities. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. To measure the fair value of a similar liability that does not have an associated convertible feature, the Company discounted the contractual cash flows of each of the Notes at an estimated interest rate for a comparable liability. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company’s stock, was determined by deducting the fair value of the liability component from the par value of each of the Notes. Following the adoption of ASU 2020-06, there is no bifurcation of the liability and equity components of the Notes. Subsequent to their issuance, the Notes are not measured at fair value in the Consolidated Balance Sheets, but the Company estimates the fair value of the liability component of the Notes through inputs that are observable in the market or that could be derived from observable market data, corroborated with quoted market prices of similar instruments. See Note 8—Fair Value Measurements for additional information.
Accounts Receivable and Provision for Expected Credit Losses
The Company’s trade accounts receivable are recorded at amounts billed to sellers and are presented on the Consolidated Balance Sheets net of the provision for expected credit losses. The provision is determined by a number of factors, including age of the receivable, current economic conditions, historical losses, and management’s assessment of the financial condition of sellers. Receivables are written off once they are deemed uncollectible. Estimates of uncollectible accounts receivable are recorded to general and administrative expense.
Payment terms: On the first day of every month, Etsy sellers receive a statement outlining the previous month’s charges. Payment is due within 15 days of the date of the monthly statement. The payment terms for Reverb, Depop, and Elo7 are also short-term in nature. For Etsy sellers using Etsy Payments, all charges are deducted from the funds credited to the seller’s shop payment account prior to settlement of those funds to the seller’s bank account.
The following table provides a rollforward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):
 Year Ended  
December 31,
 202220212020
Balance as of the beginning of period$7,730 $9,757 $5,033 
Provision for expected credit losses12,464 16,031 15,033 
Amounts written off, net of recoveries(11,891)(18,058)(10,309)
Balance as of the end of period$8,303 $7,730 $9,757 
Funds Receivable and Seller Accounts and Funds Payable and Amounts due to Sellers
The Company records funds receivable and seller accounts and funds payable and amounts due to sellers as current assets and liabilities, respectively, on the Consolidated Balance Sheets. Funds receivable and seller accounts represent amounts received or expected to be received from buyers via third-party credit card processors, which flow through a bank account for payment to sellers. The amounts recorded to funds receivable and seller accounts is the same amount recorded to the funds payable and amounts due to sellers, the latter of which represents the total amount due to sellers, given the intent to use these funds to settle funds payable to sellers. For the Depop marketplace only, the amounts received from buyers which is owed to the sellers is paid to the sellers at point of sale, and therefore no funds receivable and seller accounts and no funds payable and amounts due to sellers are recorded related to the Depop marketplace.
Property and Equipment
Property and equipment, consisting principally of capitalized website development and internal-use software, building, leasehold improvements, and computer equipment, are recorded at cost. Depreciation and amortization begin at the time the asset is placed into service and is recognized using the straight-line method in amounts sufficient to relate the cost of depreciable and amortizable assets to the Consolidated Statements of Operations over their estimated useful lives. Repairs and maintenance are charged to the Consolidated Statements of Operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheet and the resulting gain or loss is reflected in the Consolidated Statement of Operations.
Website Development and Internal-use Software Costs
Costs incurred to develop the Company’s website and software for internal-use are capitalized and amortized over the estimated useful life of the software, generally three to five years. Capitalization of costs to develop software begin when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs related to the design or maintenance of website development and internal-use software are expensed as incurred. The Company periodically reviews capitalized website development and internal-use software costs to determine whether the projects will be completed, placed in service, removed from service, or replaced by other internally-developed or third-party software. If an asset is not expected to provide any future use, the asset is retired and any unamortized cost is expensed.
Capitalized website development and internal-use software costs are included in property and equipment, net within the Consolidated Balance Sheets.
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting. If the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Under both methods, the purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
Acquisition-related expenses represent expenses incurred by the Company to effect a business combination, including expenses such as finder’s fees and advisory, legal, accounting, valuation, and other professional or consulting fees, and are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred or the services are rendered.
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. The Company performs its annual goodwill impairment test during the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Management has determined that the Company has four operating segments, Etsy, Reverb, Depop, and Elo7, and each operating segment is determined to be a reporting unit.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment.
The quantitative assessment involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is not considered to be impaired. If, however, the book value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. See “Note 6—Goodwill and Intangible Assets” for further information.
Intangible Assets
Finite intangible assets are amortized using the straight-line method over the estimated useful life of the asset.
Leases
The Company’s lease arrangements generally include real estate and computer equipment assets. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. At lease commencement, the Company evaluates whether the arrangement is a finance or operating lease, and accounts for it accordingly. Operating leases are included in other assets, other current liabilities, and other liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in property and equipment, net, finance lease obligations, current, and finance lease obligations, net of current portion on the Company’s Consolidated Balance Sheets. 
Leases with a term greater than one year are recognized on the Consolidated Balance Sheets as right-of-use (“ROU”) assets, lease obligations, and, if applicable, long-term lease obligations in the financial statement line items cited above. The Company has elected not to recognize leases with terms of one year or less on the Consolidated Balance Sheets. Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The components of a lease are split into three categories: lease components, including land, building, or other similar components; non-lease components, including common area maintenance, maintenance, consumables, or other similar components; and non-components, including property taxes, insurance, or other similar components. However, the Company has elected to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis.
Impairment of Long-Lived Assets
The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell. The Company did not recognize any long-lived asset impairment charges in the years ended December 31, 2022, 2021, and 2020. See “Note 6—Goodwill and Intangible Assets” for further information.
Contingencies
The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of such reasonably possible losses.
v3.22.4
Revenue
12 Months Ended
Dec. 31, 2022
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):
Year Ended December 31,
202220212020
Marketplace revenue$1,910,887 $1,745,824 $1,303,126 
Services revenue655,224 583,290 422,499 
Revenue$2,566,111 $2,329,114 $1,725,625 
See “Note 1—Basis of Presentation and Summary of Significant Accounting Policies—Revenue Recognition” for additional information on revenue recognition. See “Note 1—Basis of Presentation and Summary of Significant Accounting Policies—Accounts Receivable and Provision for Expected Credit Losses” for additional information on the Company’s payment terms.
v3.22.4
Income Taxes
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Income Taxes
Note 3—Income Taxes
The following are the domestic and foreign components of the Company’s (loss) income before income taxes (in thousands):
 Year Ended  
December 31,
 202220212020
United States$225,685 $274,354 $206,481 
International(887,663)197,300 159,228 
(Loss) income before income taxes$(661,978)$471,654 $365,709 
The income tax provision (benefit) is comprised of the following (in thousands):
 Year Ended  
December 31,
 202220212020
Current:
U.S. Federal$46,700 $23,118 $4,854 
U.S. State16,036 12,754 3,953 
International24,877 31,227 5,455 
Total current87,613 67,099 14,262 
Deferred:
U.S. Federal(18,753)(53,328)(7,684)
U.S. State(7,866)(14,843)(4,543)
International(28,684)(20,781)14,428 
Total deferred(55,303)(88,952)2,201 
Total income tax provision (benefit)$32,310 $(21,853)$16,463 
For the years ended December 31, 2022, 2021 and 2020, the Company recorded an income tax provision (benefit) of $32.3 million, $(21.9) million, and $16.5 million or an effective tax rate of (4.9)%, (4.6)%, and 4.5%, respectively.
A reconciliation of the income tax provision (benefit) at the U.S. federal statutory income tax rate to the Company’s total income tax provision (benefit) is as follows (in thousands):
 Year Ended  
December 31,
 202220212020
Income tax (benefit) provision at the federal statutory rate$(139,015)$99,047 $76,799 
State and local income taxes, net of federal benefit10,516 11,134 7,693 
Foreign income tax rate differential(89,903)(26,215)(13,193)
Stock-based compensation(12,863)(83,207)(45,391)
Research and development credit(19,603)(23,396)(15,156)
U.S. tax on foreign earnings, net of foreign income deduction (1)3,588 (5,155)3,923 
Non-deductible acquisition costs1,204 5,643 — 
Non-deductible goodwill impairment274,492 — — 
Other (2)3,894 296 1,788 
Total income tax provision (benefit)$32,310 $(21,853)$16,463 
(1)Previously disclosed as “U.S. tax reform” for the years ended December 31, 2021 and 2020.
(2)Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation.

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets (liabilities) are as follows (in thousands):
 As of December 31,
 20222021
Deferred tax assets:
 Net operating loss carryforwards $66,410 $48,689 
 Research and development credit carryforwards — 367 
 Capitalized research expenses63,901 5,036 
 Convertible debt 40,159 47,142 
 Depreciation 7,051 42,019 
 Lease liability 33,253 35,871 
 Stock-based compensation expense 25,151 19,319 
 Accrued bonus 9,478 11,850 
 Excess tax basis in intangible assets 1,924 1,585 
 Other deferred tax assets 13,443 14,651 
 Total deferred tax assets 260,770 226,529 
 Less: valuation allowance 3,524 1,834 
 Total net deferred tax asset 257,246 224,695 
 Deferred tax liabilities:
 Excess book basis in intangible assets (147,790)(173,097)
 Right-of-use asset (31,864)(34,612)
 Other deferred tax liabilities (821)(607)
Total deferred tax liabilities(180,475)(208,316)
Net deferred tax assets$76,771 $16,379 
As of December 31, 2022, the Company had the following tax credit and operating loss carryforwards available to offset income tax liability and taxable income, respectively, in future years (in thousands):
December 31, 2022Expiration Period
U.S. Federal credit carryforwards$1,289 2031-2032
U.S. State net operating loss carryforwards5,789 2031-Unlimited
Non-U.S. net operating loss carryforwards257,006 Unlimited
Utilization of the net operating losses (“NOLs”) is dependent on generating sufficient taxable income from the Company’s operations in each of the respective jurisdictions to which the NOLs relate, while taking into account tax filing methodologies and limitations and/or restrictions on the Company’s ability to use them. A significant component of the Company’s Non-U.S. NOLs were acquired as part of the acquisition of Depop. Certain U.K. tax laws impose limitations on the utilization of these NOLs by any other entity. All NOLs are also subject to review by relevant tax authorities in the jurisdictions to which they relate.
The Company assesses the likelihood of its ability to realize the benefit of its deferred tax assets in each jurisdiction by evaluating all relevant positive and negative evidence at each reporting date. To the extent the Company determines that some or all of its deferred tax assets are not more likely than not to be realized, it establishes a valuation allowance.
The following table summarizes the valuation allowance activity for the periods indicated (in thousands):
 Year Ended  
December 31,
 202220212020
Balance as of the beginning of period$1,834 $1,398 $883 
Additions charged to expense1,796 580 506 
Deletions credited to expense— (112)(101)
Currency translation and other balance sheet activity(106)(32)110 
Balance as of the end of period$3,524 $1,834 $1,398 
 

Unrecognized tax benefits
The following table summarizes the unrecognized tax benefit activity for the periods indicated (in thousands):
 As of December 31,
 202220212020
Balance as of the beginning of period$28,842 $23,738 $19,933 
Additions based on tax positions related to the current year5,206 5,024 2,507 
Additions for tax positions of prior years1,754 122 1,576 
Reductions for tax provisions of prior years(509)— (278)
Settlements(107)— — 
Currency translation(28)(42)— 
Balance as of the end of period$35,158 $28,842 $23,738 
The amount of unrecognized tax benefits included on the Consolidated Balance Sheets as of December 31, 2022, 2021, and 2020 are $35.2 million, $28.8 million, and $23.7 million, respectively. The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $34.1 million at December 31, 2022.
The total amount of unrecognized tax benefits relating to the Company’s tax positions is subject to change based on future events including, but not limited to, the settlements of ongoing audits and/or the expiration of applicable statutes of limitations. The outcomes and timing of such events are highly uncertain. However, the Company’s reasonable estimate of the range of gross unrecognized tax benefits, excluding interest and penalties, that could potentially be reduced during the next 12 months is $2.1 million.
The Company is subject to taxation in the United States, New York, and various other states and foreign jurisdictions. As of December 31, 2022, tax year 2014 and later remain open to examination. The Company is under examination by the IRS for calendar year 2014 through 2017. These examinations may result in proposed adjustments to the Company’s income tax liability or tax attributes with respect to years under examination as well as subsequent periods.
The provision for income taxes involves a significant amount of management judgment regarding interpretation of relevant facts and laws in the jurisdictions in which the Company operates. Future changes in applicable laws, projected levels of taxable income and tax planning could change the effective tax rate and tax balances recorded by the Company. In addition, tax authorities periodically review income tax returns filed by the Company and can raise issues regarding its filing positions, timing and amount of income and deductions, and the allocation of income among the jurisdictions in which the Company operates. A significant period of time may elapse between the filing of an income tax return and the ultimate resolution of an issue raised by a revenue authority with respect to that return. Any adjustments as a result of any examination may result in additional taxes or penalties against the Company. If the ultimate result of these audits differ from original or adjusted estimates, they could have a material impact on the Company’s tax provision.
v3.22.4
Net (Loss) Income Per Share
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Net (Loss) Income Per Share
Note 4—Net (Loss) Income Per Share
The following table presents the calculation of basic and diluted net (loss) income per share for periods presented (in thousands, except share and per share amounts):
 Year Ended  
December 31,
 202220212020
Numerator:
Net (loss) income$(694,288)$493,507 $349,246 
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes— 4,900 17,880 
Net (loss) income attributable to common stockholders—diluted$(694,288)$498,407 $367,126 
Denominator:
Weighted average common shares outstanding—basic126,778,626 127,224,974 121,251,588 
Dilutive effect of assumed conversion of options to purchase common stock— 4,149,248 4,492,550 
Dilutive effect of assumed conversion of restricted stock units— 1,995,336 2,046,981 
Dilutive effect of assumed conversion of convertible senior notes— 13,313,766 8,623,473 
Weighted average common shares outstanding—diluted126,778,626 146,683,324 136,414,592 
Net (loss) income per share attributable to common stockholders—basic$(5.48)$3.88 $2.88 
Net (loss) income per share attributable to common stockholders—diluted$(5.48)$3.40 $2.69 
The following potential shares of common stock were excluded from the calculation of diluted net (loss) income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented:
 Year Ended  
December 31,
 202220212020
Stock options3,127,333 149,683 3,711 
Restricted stock units5,081,194 584,033 71 
Convertible senior notes14,715,935 — 8,625,771 
Total anti-dilutive securities22,924,462 733,716 8,629,553 
Since the Company has reported a net loss for the year ended December 31, 2022, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, because dilutive common shares are not assumed to have been issued if their effect is anti-dilutive.
The following table presents the method used when calculating the impact of the Company’s Notes on earnings per share for the periods presented:
Year Ended  
December 31,
202220212020
2021 NotesIf-ConvertedIf-ConvertedN/A
2020 NotesIf-ConvertedIf-ConvertedTreasury Stock
2019 NotesIf-ConvertedIf-ConvertedIf-Converted
2018 NotesIf-ConvertedIf-ConvertedIf-Converted
v3.22.4
Business Combinations
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combinations
Note 5—Business Combinations
The Company accounts for business combinations using the acquisition method of accounting. The purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition. The fair value of customer relationships is estimated using a multi-period excess earnings valuation method, the fair value of trademarks is estimated using a relief from royalty valuation method, and the fair value of developed technology is estimated using a replacement cost method.
Depop Acquisition
On July 12, 2021, the Company acquired all of the issued share capital of Depop, an online global peer-to-peer fashion resale marketplace. The Company believes Depop extends its market opportunity in the high frequency apparel sector, specifically in the fast-growing resale space, and deepens the Company’s reach into the Gen Z consumer. The fair value of consideration transferred of $1.493 billion consisted of: (1) cash consideration paid of $1.489 billion, net of cash acquired and (2) non-cash consideration of $4.8 million representing the portion of the replacement equity awards issued in connection with the acquisition that was associated with services rendered through the date of the acquisition. The portion of the replacement equity awards associated with services rendered post-acquisition is recorded as post-combination expense on a straight-line basis over the remaining vesting period of the awards. Additionally, deferred consideration awards issued to certain Depop executives are also recorded as post-combination expense on a straight-line basis over the mandatory service period associated with the deferred consideration. Neither of these awards was included in the fair value of the consideration transferred. See Note 15—Stock-based Compensation for more information on these awards.
Goodwill consists largely of assembled workforce, expanded market opportunities, and value creation across the Company’s businesses. The resulting goodwill is not expected to be deductible for tax purposes.
The Company finalized the valuation of assets acquired and liabilities assumed for the acquisition of Depop as of December 31, 2021.
Depop Purchase Price Allocation
The following table summarizes the allocation of the purchase price (at fair value), including measurement period adjustments, to the assets acquired and liabilities assumed of Depop as of July 12, 2021 (the date of acquisition) (in thousands):
Final Purchase Price Allocation as AdjustedEstimated Useful Life (in years)
Current assets$4,288 
Property and equipment other1,299 
2-5
Developed technology95,764 5
Trademark249,820 20
Customer relationships148,504 13
Goodwill1,118,855 Indefinite
Current liabilities(18,878)
Non-current liabilities (1)(27,957)
Deferred tax liability, net(78,872)
Total purchase price1,492,823 
(1)Non-current liabilities are primarily related to non-income tax related contingency reserves.
Elo7 Acquisition
On July 2, 2021, the Company acquired all the outstanding shares of Elo7 (including Elo7, Ltd. and related subsidiaries entities), by means of a merger, an e-commerce marketplace in Brazil focused on unique, handmade items. The Company sees significant potential in Brazil's e-commerce sector, which is still in early stages of development and fueled by one of the largest economies in the world. The Company believes having a well-known local brand will help Etsy to better capitalize on this opportunity. The fair value of consideration transferred of $212.1 million consisted of: (1) cash consideration paid of $211.3 million, net of cash acquired, and (2) non-cash consideration of $0.8 million representing the portion of the replacement equity awards issued in connection with the acquisition that was associated with services rendered through the date of the acquisition. The portion of the replacement equity awards associated with services rendered post-acquisition are recorded as post-combination expense on a straight-line basis over the remaining vesting period of the awards, and were therefore not included in the fair value of the consideration transferred. See Note 15—Stock-based Compensation for more information on these awards.
Goodwill consists largely of assembled workforce, expanded market opportunities, and value creation across the Company’s businesses. The resulting goodwill is not expected to be deductible for tax purposes.
The Company finalized the valuation of assets acquired and liabilities assumed for the acquisition of Elo7 as of December 31, 2021.
Elo7 Purchase Price Allocation
The following table summarizes the allocation of the purchase price (at fair value), including measurement period adjustments, to the assets acquired and liabilities assumed of Elo7 as of July 2, 2021 (the date of acquisition) (in thousands):
Final Purchase Price Allocation as AdjustedEstimated Useful Life (in years)
Current assets$2,721 
Developed technology12,084 5
Trademark22,187 15
Customer relationships44,374 15
Goodwill157,187 Indefinite
Non-current assets2,412 
Current liabilities(3,406)
Non-current liabilities(2,691)
Deferred tax liability, net(22,727)
Total purchase price$212,141 
Revenue and Earnings
Revenue and net loss were $36.7 million and $59.1 million, respectively, for Depop and Elo7, in the aggregate, from their respective dates of acquisition through December 31, 2021. Acquisition-related expenses are expensed as incurred and were recorded in general and administrative expenses. They were $2.8 million and $36.7 million for the years ended December 31, 2022 and 2021, respectively. The 2021 acquisition-related expenses primarily related to advisory, legal, valuation, and other professional fees.

Unaudited Supplemental Pro Forma Information
The following unaudited pro forma summary presents consolidated information of the Company, including Depop and Elo7, as if the business combinations had occurred on January 1, 2020 (in thousands):
Year Ended December 31,
20212020
Revenue$2,373,592 $1,801,690 
Net income492,732 319,669 
The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible and developed technology assets, and remove non-recurring transaction costs directly associated with the acquisitions, such as legal and other professional service fees, and the pro forma tax impact for such adjustments. Cost savings or operating synergies expected to result from the acquisitions are not included in the pro forma results. For the year ended December 31, 2021, the pro forma financial information excludes $60.1 million of non-recurring acquisition-related expenses related to the Depop and Elo7 acquisitions. For the year ended December 31, 2020, the pro forma financial information includes $2.4 million of non-recurring acquisition-related expenses incurred post effective dates of the Depop and Elo7 business combinations. These pro forma results are illustrative only and not indicative of the actual results of operations that would have been achieved nor are they indicative of future results of operations.
Depop and Elo7 Goodwill Impairment
During the year ended December 31, 2022, the Company fully impaired goodwill related to the Depop and Elo7 acquisitions. See “Note 6—Goodwill and Intangible Assets” for further information.
v3.22.4
Goodwill and Intangible Assets
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets
Note 6—Goodwill and Intangible Assets
The following table summarizes the changes in the carrying amount of goodwill for the periods indicated (in thousands):
Year Ended  
December 31,
20222021
Balance as of the beginning of the period$1,371,064 $140,810 
Business combinations— 1,276,042 
Impairment(1,045,022)— 
Foreign currency translation adjustments(188,318)(45,788)
Balance as of the end of the period$137,724 $1,371,064 
Management has determined that the Company has four operating segments, Etsy, Reverb, Depop, and Elo7, and each operating segment is determined to be a reporting unit.
As of June 30, 2022, due to then current adverse macroeconomic conditions, including reopening, inflationary pressures on consumer discretionary spending, foreign exchange rate volatility, and ongoing geopolitical events, and related headwinds on business performances, the Company concluded it was more likely than not that the fair values of the Depop and Elo7 reporting units were less than their carrying amounts. As a result, the Company performed impairment assessments of each of their goodwill, finite-lived intangible assets, and other long-lived assets. The quantitative impairment tests as of June 30, 2022 did not indicate an impairment.
During the three months ended September 30, 2022, the trend of adverse macroeconomic conditions continued; there were executive management changes at Depop and Elo7; and the Company made downward revisions to its business forecasts. Therefore, the Company concluded a triggering event had occurred for the Depop and Elo7 reporting units and conducted an impairment test of each of their goodwill, finite-lived intangible assets, and other long-lived assets as of September 30, 2022. The Company prepared a quantitative assessment for the Depop and Elo7 reporting units. The fair value of the Depop and Elo7 reporting units was estimated using an income approach and included assumptions related to estimates of future revenue, net available cash flows, the long-term growth rates, and discount rates. The Company updated the forecasted future cash flows used in the impairment assessment, including revenues, to reflect current conditions. Other changes in valuation assumptions compared to June 30, 2022 included the discount rates, which increased based on higher interest rates, market volatility, and other current market participant assumptions. The September 30, 2022 quantitative goodwill impairment test indicated a decline in the fair values of the Depop and Elo7 reporting units. As a result of this test, the Company recorded non-cash impairment charges of $897.9 million and $147.1 million to write off goodwill in full for the Depop and Elo7 reporting units, respectively. The Company did not record any non-cash impairment charges to the finite-lived intangible assets or other long-lived assets of Depop and Elo7 for the quarter ended September 30, 2022. The Company’s remaining goodwill balance as of September 30, 2022 related to the Etsy and Reverb reporting units, for which the Company concluded it was not more likely than not that their fair values were less than their carrying amounts at September 30, 2022.
As of the annual impairment testing date in 2022, two of the Company’s four reporting units had goodwill; Etsy and Reverb, as the goodwill was written off in full for the Depop and Elo7 reporting units as of September 30, 2022. The Company completed a qualitative analysis for both the Etsy and the Reverb reporting units, and concluded that there was no goodwill impairment as of the annual impairment testing date in 2022.
For the twelve months ended December 31, 2022, the Company recorded $1.0 billion of goodwill impairment expense, and for the twelve months ended 2021 and 2020 the Company did not record any goodwill impairment expense.
At December 31, 2022 and 2021, the gross book value and accumulated amortization of intangible assets were as follows (in thousands):
 As of December 31, 2022
 Gross book
value
Accumulated
amortization
Net book
value
Weighted-Average
Remaining Life (in years)
Trademark$318,489 $(35,873)$282,616 16.7
Customer relationships265,429 (39,808)225,621 11.9
Referral agreement34,050 (15,404)18,646 5.5
Patent licenses9,617 (1,094)8,523 9.9
Intangible assets$627,585 $(92,179)$535,406 14.2
 As of December 31, 2021
 Gross book
value
Accumulated
amortization
Net book
value
Weighted-Average
Remaining Life (in years)
Trademark$342,753 $(18,817)$323,936 17.8
Customer relationships278,311 (21,243)257,068 12.9
Referral agreement36,109 (12,677)23,432 6.5
Patent licenses3,149 (415)2,734 5.6
Intangible assets$660,322 $(53,152)$607,170 15.2
As part of the acquisitions of Depop and Elo7 in 2021, the Company recorded acquired intangible assets for customer relationships and trademark. See “Note 5—Business Combinations” for additional information on the acquisitions of Depop and Elo7.
Amortization expense of intangible assets for the years ended December 31, 2022, 2021, and 2020 was $41.3 million, $28.4 million, and $15.2 million, respectively.
The Company did not recognize any intangible asset impairment losses in the years ended December 31, 2022, 2021, and 2020.
Based on amounts recorded at December 31, 2022, the Company estimates future amortization expense of intangible assets as follows (in thousands):
2023$41,134 
202441,123 
202541,123 
202640,802 
202740,734 
Thereafter330,490 
Total amortization expense$535,406 
v3.22.4
Segment and Geographic Information
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Segment and Geographic Information
Note 7—Segment and Geographic Information
The Company has determined it has four operating segments, Etsy, Reverb, Depop, and Elo7, which qualify for aggregation as one reportable segment.
Revenue by country is based on the billing address of the seller. The following table summarizes revenue by geographic area (in thousands):
 Year Ended  
December 31,
 202220212020
United States$1,429,650 $1,393,637 $1,150,725 
United Kingdom 343,788 329,203 195,827 
All Other792,673 606,274 379,073 
Revenue$2,566,111 $2,329,114 $1,725,625 
With the exception of the United States and United Kingdom, no individual country’s revenue exceeded 10% of total revenue. All significant tangible long-lived assets are located in the United States.
v3.22.4
Fair Value Measurements
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Note 8—Fair Value Measurements
The Company has characterized its investments in marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the investment. Investments recorded in the accompanying Consolidated Balance Sheets are categorized based on the inputs to valuation techniques as follows:
Level 1 These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access.
Level 2 These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets.
Level 3 These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable. The Company did not have any Level 3 instruments as of December 31, 2022 and December 31, 2021.
Short- and long-term investments and certain cash equivalents consist of investments in debt securities that are available-for-sale. The following table sets forth the cost, gross unrealized losses, gross unrealized gains, and fair values of the Company’s investments as of the dates indicated (in thousands):
CostGross
Unrealized
Holding Loss
Gross
Unrealized
Holding Gain
Fair ValueCash and Cash EquivalentsShort-term InvestmentsLong-term Investments
December 31, 2022
Level 1
Money market funds (1)$462,866 $— $— $462,866 $374,314 $76 $— 
U.S. Government securities64,968 (424)64,548 2,995 61,553 — 
527,834 (424)527,414 377,309 61,629 — 
Level 2
U.S. agency securities10,053 (1)10,055 — 10,055 — 
Certificate of deposit40,915 (184)40,738 5,471 35,267 — 
Commercial paper57,777 (101)18 57,694 4,454 53,240 — 
Corporate bonds122,294 (1,729)120,571 1,212 90,222 29,137 
231,039 (2,015)34 229,058 11,137 188,784 29,137 
$758,873 $(2,439)$38 $756,472 $388,446 $250,413 $29,137 
December 31, 2021
Level 1
Money market funds556,427 — — 556,427 556,427 — — 
U.S. Government securities60,311 (55)11 60,267 — 52,632 7,635 
616,738 (55)11 616,694 556,427 52,632 7,635 
Level 2
Certificate of deposit20,709 (7)20,703 — 20,703 — 
Commercial paper25,235 (14)25,222 8,998 16,224 — 
Corporate bonds192,727 (481)10 192,256 — 114,857 77,399 
238,671 (502)12 238,181 8,998 151,784 77,399 
$855,409 $(557)$23 $854,875 $565,425 $204,416 $85,034 
(1)$88.5 million of money market funds were classified as funds receivable and seller accounts as of December 31, 2022. There were no money market funds classified as funds receivable and seller accounts as of December 31, 2021.
The table below shows the gross unrealized loss and fair value of the following investments in available-for-sale debt securities that are classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2022 (in thousands):
 Gross
Unrealized
Holding
Loss
Fair Value
Less than 12 months in a continuous unrealized loss position
Corporate bonds$(281)$70,469 
U.S. Government securities(265)51,075 
$(546)$121,544 
12 months or longer in a continuous unrealized loss position
Corporate bonds$(1,448)$50,102 
U.S. Government securities(159)7,442 
$(1,607)$57,544 
The remaining available-for-sale debt securities in an unrealized loss position have been in a continuous unrealized loss position for less than 12 months. At December 31, 2021, there were no investments in a continuous unrealized loss position for 12 months or longer.
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. The Company did not recognize a credit loss in the years ended December 31, 2022, 2021, and 2020.
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. The maturities of the Company’s non-current marketable debt securities generally range from greater than 12 and up to 37 months.
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 12—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 December 31, 2022As of December 31, 2021
Carrying ValueFair ValueCarrying ValueFair Value
2021 Notes$989,629 $863,300 $987,729 $1,165,519 
2020 Notes644,431 646,230 643,237 $862,774 
2019 Notes645,536 998,361 644,390 1,644,869 
2018 Notes (1)44 145 62 375 
$2,279,640 $2,508,036 $2,275,418 $3,673,537 
(1)Contemporaneously with the partial repurchase of the 2018 Notes in the third quarter of 2020, the Company agreed with the counterparties to the associated capped call instrument (the “2018 Capped Call Transactions”) that the 2018 Capped Call Transactions would remain outstanding with a maturity of March 2023 and there was no exchange of any consideration for such agreement. See “Note 12—Debt” for more information on the Company’s capped call transactions.
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.
v3.22.4
Property and Equipment
12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Property and Equipment
Note 9—Property and Equipment
Property and equipment consisted of the following as of the dates indicated (in thousands):
  As of December 31,
 Estimated useful lives20222021
Computer equipment3 years$12,820 $8,037 
Furniture and equipment
2 - 4 years
11,398 7,170 
Leasehold improvementsShorter of life of asset or lease term56,095 48,145 
Construction in progressNot applicable419 10,835 
BuildingLease term133,063 133,063 
Website development and internal-use software
3 - 5 years
240,138 224,855 
453,933 432,105 
Less: Accumulated depreciation and amortization204,189 157,043 
$249,744 $275,062 
Depreciation and amortization expense on property and equipment was $55.5 million, $45.8 million, and $43.0 million, which included amortization expense relating to capitalized website development and internal-use software of $37.3 million, $30.0 million, and $22.6 million, for the years ended December 31, 2022, 2021, and 2020, respectively. In the third quarter of 2022, the developed technology asset acquired as part of the Reverb acquisition, and as recorded in capitalized website development and internal-use software, was fully amortized.
v3.22.4
Leases
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Leases
Note 10—Leases
For the years ended December 31, 2022, 2021, and 2020, the elements of lease expense were as follows (in thousands): 
Year Ended  
December 31,
202220212020
Operating lease cost$8,251 $6,320 $5,847 
Finance lease cost:
Amortization of right-of-use assets7,174 9,139 10,190 
Interest on lease liabilities5,392 3,044 2,576 
Total finance lease cost12,566 12,183 12,766 
Other lease cost, net (1)1,220 1,193 1,322 
Total lease cost$22,037 $19,696 $19,935 
(1)Other lease cost, net includes short-term lease costs and variable lease costs.
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets (in thousands):
As of December 31,
20222021
Operating leases:
Other assets$38,784 $45,951 
Other current liabilities$4,233 $4,018 
Other liabilities38,085 43,746 
Total operating lease liabilities$42,318 $47,764 
Finance leases:
Property and equipment, net$102,169 $109,131 
Finance lease obligations—current$4,731 $2,418 
Finance lease obligations—net of current portion105,699 110,283 
Total finance lease liabilities$110,430 $112,701 

The following table summarizes the weighted average remaining lease term and weighted average discount rate as of December 31, 2022 and 2021:
As of December 31,
20222021
Weighted average remaining lease term:
Operating leases14.54 years14.67 years
Finance leases16.49 years17.41 years
Weighted average discount rate:
Operating leases4.54 %4.46 %
Finance leases4.73 %4.72 %
Supplemental cash flow information related to leases was as follows (in thousands):
Year Ended  
December 31,
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases$(7,871)$(6,442)$(5,519)
Operating cash flows used in finance leases(5,387)(3,025)(2,551)
Finance cash flows used in finance leases(6,307)(8,864)(9,211)
Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$5,783 $9,036 
20246,190 10,999 
20255,428 10,760 
2026778 100 
2027272 882 
Thereafter41,565 134,997 
Total future minimum lease payments (1)60,016 166,774 
Less:
Imputed interest17,698 56,344 
Total$42,318 $110,430 
(1)In the fourth quarter of 2021, the Company entered into a First Amendment to Lease (the “First Amendment”) related to the Company’s corporate headquarters in Brooklyn, New York, a portion of which is accounted for as a finance lease and a portion as an operating lease. The First Amendment extended the expiration of the term of the lease from July 31, 2026 to July 31, 2039. The First Amendment includes a tenant allowance, a portion of which became available beginning in April 2022, rent concessions that become available beginning in 2026, and escalating commitments each contract year between 2028 and 2038, which are reflected in the future minimum lease payments.
Leases
Note 10—Leases
For the years ended December 31, 2022, 2021, and 2020, the elements of lease expense were as follows (in thousands): 
Year Ended  
December 31,
202220212020
Operating lease cost$8,251 $6,320 $5,847 
Finance lease cost:
Amortization of right-of-use assets7,174 9,139 10,190 
Interest on lease liabilities5,392 3,044 2,576 
Total finance lease cost12,566 12,183 12,766 
Other lease cost, net (1)1,220 1,193 1,322 
Total lease cost$22,037 $19,696 $19,935 
(1)Other lease cost, net includes short-term lease costs and variable lease costs.
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets (in thousands):
As of December 31,
20222021
Operating leases:
Other assets$38,784 $45,951 
Other current liabilities$4,233 $4,018 
Other liabilities38,085 43,746 
Total operating lease liabilities$42,318 $47,764 
Finance leases:
Property and equipment, net$102,169 $109,131 
Finance lease obligations—current$4,731 $2,418 
Finance lease obligations—net of current portion105,699 110,283 
Total finance lease liabilities$110,430 $112,701 

The following table summarizes the weighted average remaining lease term and weighted average discount rate as of December 31, 2022 and 2021:
As of December 31,
20222021
Weighted average remaining lease term:
Operating leases14.54 years14.67 years
Finance leases16.49 years17.41 years
Weighted average discount rate:
Operating leases4.54 %4.46 %
Finance leases4.73 %4.72 %
Supplemental cash flow information related to leases was as follows (in thousands):
Year Ended  
December 31,
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases$(7,871)$(6,442)$(5,519)
Operating cash flows used in finance leases(5,387)(3,025)(2,551)
Finance cash flows used in finance leases(6,307)(8,864)(9,211)
Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$5,783 $9,036 
20246,190 10,999 
20255,428 10,760 
2026778 100 
2027272 882 
Thereafter41,565 134,997 
Total future minimum lease payments (1)60,016 166,774 
Less:
Imputed interest17,698 56,344 
Total$42,318 $110,430 
(1)In the fourth quarter of 2021, the Company entered into a First Amendment to Lease (the “First Amendment”) related to the Company’s corporate headquarters in Brooklyn, New York, a portion of which is accounted for as a finance lease and a portion as an operating lease. The First Amendment extended the expiration of the term of the lease from July 31, 2026 to July 31, 2039. The First Amendment includes a tenant allowance, a portion of which became available beginning in April 2022, rent concessions that become available beginning in 2026, and escalating commitments each contract year between 2028 and 2038, which are reflected in the future minimum lease payments.
v3.22.4
Accrued Expenses
12 Months Ended
Dec. 31, 2022
Payables and Accruals [Abstract]  
Accrued Expenses
Note 11—Accrued Expenses
Accrued expenses consisted of the following as of the dates indicated (in thousands):
As of December 31,
20222021
Pass-through marketplace tax collection obligation$129,591 $136,360 
Vendor accruals127,791 115,593 
Employee compensation-related liabilities63,718 66,477 
Taxes payable10,134 9,688 
Total accrued expenses$331,234 $328,118 
v3.22.4
Debt
12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
Debt
Note 12—Debt

The following table presents the outstanding principal amount and carrying value of the Notes as of the dates indicated (in thousands):
As of December 31, 2022
2021 Notes2020 Notes2019 Notes2018 NotesTotal
Principal$1,000,000 $650,000 $649,932 $44 $2,299,976 
Unamortized debt issuance costs10,371 5,569 4,396 — 20,336 
Net carrying value$989,629 $644,431 $645,536 $44 $2,279,640 
As of December 31, 2021
2021 Notes2020 Notes2019 Notes2018 NotesTotal
Principal$1,000,000 $650,000 $649,958 $62 $2,300,020 
Unamortized debt issuance costs12,271 6,763 5,568 — 24,602 
Net carrying value$987,729 $643,237 $644,390 $62 $2,275,418 
Terms of the Notes
The Notes will mature at their maturity date unless earlier converted, redeemed or repurchased. The terms of the Notes are summarized below:
Convertible NotesMaturity DateContractual Convertibility Date (1)Initial Conversion Rate per $1,000 Principal (2)Initial Conversion PriceAnnual Effective Interest Rate
2021 NotesJune 15, 2028February 15, 20284.0518 $246.80 0.4 %
2020 NotesSeptember 1, 2027May 1, 20275.0007 199.97 0.3 %
2019 NotesOctober 1, 2026June 1, 202611.4040 87.69 0.3 %
2018 NotesMarch 1, 2023November 1, 202227.5691 36.27 — %
(1)During any calendar quarter preceding the respective contractual 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 December 31, 2022, holders of the remaining 2019 Notes and 2018 Notes are eligible to convert their 2019 Notes and 2018 Notes, and holders of the 2021 Notes and 2020 Notes are not eligible to convert their 2021 Notes and 2020 Notes respectively, during the first quarter of 2023.
(2)The initial conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock.

Based on the terms of each series of Notes, they will mature on the respective maturity date, unless earlier converted, redeemed, or repurchased. Additionally, the holders of each series of Notes may convert all or a portion of the Notes prior to the close of business on the business day immediately preceding the respective contractual convertibility date only under the following circumstances (in each case, as applicable to each series of Notes): (1) during any calendar quarter commencing after the calendar quarter ending on September 30, 2021, December 31, 2020, December 31, 2019, and June 30, 2018 (and only such calendar quarter) for the 2021 Notes, 2020 Notes, remaining 2019 Notes, and remaining 2018 Notes, respectively, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the Note for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; (3) if the Company calls the Notes for redemption at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called) for redemption; or (4) upon the occurrence of specified corporate events. On and after the applicable contractual convertibility date until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their Notes at any time, regardless of the foregoing circumstances.

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.
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 December 31, 2022.
2021 Convertible Debt

In June 2021, the Company issued $1.0 billion aggregate principal amount of the 2021 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The net proceeds from the sale of the 2021 Notes were approximately $986.7 million after deducting the initial purchasers’ discount and offering expenses and before the 2021 Capped Call Transactions, as described below, and the repurchase of stock, as described in “Note 14—Stockholders’ Equity.” The Company used $85.0 million of the net proceeds from the 2021 Notes to enter into privately negotiated capped call instruments (“2021 Capped Call Transactions”) with certain financial institutions.
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.
If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2021 Notes for cash at a price equal to 100% of the principal amount of the 2021 Notes to be repurchased. Holders of 2021 Notes who convert their 2021 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2021 Notes. As of December 31, 2022, none of the conditions permitting the holders of the 2021 Notes to early convert have been met.
2020 Convertible Debt
In August 2020, the Company issued $650.0 million aggregate principal amount of the 2020 Notes in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act. The net proceeds from the sale of the 2020 Notes were approximately $639.5 million after deducting the offering expenses and before the purchase of the 2020 Capped Call Transactions and the partial repurchase of the 2018 Notes, each as described below. The Company used $74.7 million of the net proceeds from the 2020 Notes to enter into privately negotiated capped call instruments (“2020 Capped Call Transactions”) with certain financial institutions.
If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2020 Notes for cash at a price equal to 100% of the principal amount of the 2020 Notes to be repurchased. Holders of 2020 Notes who convert their 2020 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2020 Notes. As of December 31, 2022, none of the conditions permitting the holders of the 2020 Notes to early convert have been met.
2019 Convertible Debt
In September 2019, the Company issued $650.0 million aggregate principal amount of the 2019 Notes in a private placement to qualified institutional buyers pursuant to the Securities Act. The net proceeds from the sale of the 2019 Notes were $639.5 million after deducting the initial purchasers’ discount and offering expenses. The Company used $76.2 million of the net proceeds from the 2019 Notes offering to enter into separate capped call instruments (“2019 Capped Call Transactions”) with the initial purchasers and/or their respective affiliates.

If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2019 Notes for cash at a price equal to 100% of the principal amount of the 2019 Notes to be repurchased. Holders of 2019 Notes who convert their 2019 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2019 Notes.
2018 Convertible Debt
In March 2018, the Company issued $345.0 million aggregate principal amount of the 2018 Notes, in a private placement to qualified institutional buyers pursuant to the Securities Act. The net proceeds from the sale of the 2018 Notes were $335.0 million after deducting the initial purchasers’ discount and offering expenses. The Company used $34.2 million of the net proceeds from the 2018 Notes offering to enter into separate capped call instruments (“2018 Capped Call Transactions”) with the initial purchasers and/or their respective affiliates.

If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2018 Notes for cash at a price equal to 100% of the principal amount of the 2018 Notes to be repurchased. Holders of 2018 Notes who convert their 2018 Notes in connection with a notice of a redemption or a make-whole fundamental change may be entitled to a premium in the form of an increase in the conversion rate of the 2018 Notes.
During the third quarter of 2020, the Company paid $137.2 million in cash and issued approximately 7.3 million shares of Etsy’s common stock to repurchase $301.1 million aggregate principal amount of its outstanding 2018 Notes through privately negotiated transactions. Concurrently, the Company repurchased 1.3 million shares of Etsy’s common stock for $166.2 million, in order to effectively complete the partial repurchase of 2018 Notes principal value in cash, and the conversion premium in shares. The equity component associated with the conversion premium on the 2018 Notes was a net increase to additional paid-in capital of $143.2 million.
This transaction was accounted for as an extinguishment of debt and recorded in accordance with the applicable accounting standard in the year ended December 31, 2020. As a result, the Company recognized a non-cash loss on extinguishment of $16.9 million. This loss was calculated by comparing the carrying value of the debt component with the fair value of a similar liability that does not have an associated convertible feature immediately prior to extinguishment as well as writing off any remaining unamortized deferred debt issuance costs at the time of extinguishment. To estimate the fair value of a similar liability that does not have an associated convertible feature, the Company discounted the contractual cash flows of the Notes at an estimated interest rate for a comparable nonconvertible note.
Contemporaneously with the partial repurchase of the 2018 Notes in the third quarter of 2020, the Company also agreed with its counterparties to the 2018 Capped Call Transactions that they would remain outstanding with a maturity of March 2023. This was mutually agreed to between Etsy and its counterparties and there was no exchange of any consideration for such agreement.
During the year ended December 31, 2021, the Company paid $43.9 million in cash and issued approximately 1.0 million shares of Etsy’s common stock to settle conversion notices of $43.9 million aggregate principal amount of the outstanding 2018 Notes. The debt conversion transactions were accounted for in accordance with ASU 2020-06, which was adopted in the first quarter of 2021.
Interest Expense
Interest expense related to each of the Notes for the periods presented below was as follows (in thousands):

Year Ended  
December 31,
Convertible Notes202220212020
2021 Notes$4,400 $2,411 $— 
2020 Notes$2,006 $2,006 $6,741 
2019 Notes$1,985 $1,985 $21,441 
2018 Notes$— $44 $10,987 
Total interest expense (1)$8,391 $6,446 $39,169 
(1)Total interest expense for the year ended December 31, 2022 and 2021 consisted of coupon interest and amortization of debt issuance costs, as there is no amortization of the debt discount since January 1, 2021 due to the adoption of ASU 2020-06 as of January 1, 2021.
In accounting for the issuance of the 2020 Notes, 2019 Notes, and 2018 Notes, the Company separated the liability and equity components. Following the adoption of ASU 2020-06 in the first quarter of 2021, the Company derecognized the unamortized debt discount, which was recorded as a direct deduction from the Notes, and derecognized the equity component of the Notes, resulting in an increase in long-term debt, net. In accounting for the issuance of the 2021 Notes, the Company recorded the 2021 Notes as a liability at face value. Transaction costs attributable to the liabilities were recorded as a direct deduction from the related debt liability in the Consolidated Balance Sheets and are amortized to interest expense over the terms of the respective Notes.
Fair Value of Notes
The estimated fair value of the liability component of the Notes was determined through inputs that are observable in the market, and are classified as Level 2. See “Note 8—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 Notes offerings to enter into separate privately negotiated capped call instruments (the 2018, 2019, 2020, and 2021 capped call instruments collectively referred to as the “Capped Call Transactions”) with certain financial institutions, initial purchasers, and/or their respective affiliates. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the respective Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes.
The initial terms of the Company’s Capped Call Transactions are presented below:
Capped Call TransactionsMaturity DateInitial Cap Price per ShareCap Price Premium
2021 Capped Call TransactionsJune 15, 2028$340.42 100 %
2020 Capped Call TransactionsSeptember 1, 2027327.83150 %
2019 Capped Call TransactionsOctober 1, 2026148.63150 %
2018 Capped Call TransactionsMarch 1, 202352.76100 %

Each series of the Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company’s stock. The premiums paid for each of the Capped Call Transactions have been included as a net reduction to additional paid-in capital within stockholders’ equity.

2019 Credit Agreement
On February 25, 2019, the Company entered into a $200.0 million senior secured revolving credit facility pursuant to a Credit Agreement (the “2019 Credit Agreement”) with lenders party thereto from time to time, and Citibank N.A., as administrative Agent. The 2019 Credit Agreement will mature in February 2024. The 2019 Credit Agreement includes a letter of credit sublimit of $30.0 million and a swingline loan sublimit of $10.0 million.
Borrowings under the 2019 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 LIBOR rate for a one-month interest period plus 1.00%, in each case plus a margin ranging from 0.25% to 0.875% or (ii) an adjusted LIBOR rate plus a margin ranging from 1.25% to 1.875%. Swingline loans under the 2019 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 million, to EBITDA) for the preceding four fiscal quarter periods. The 2019 Credit Agreement contains customary provisions for the replacement of the adjusted LIBOR rate with an alternate benchmark rate (to be the Secured Overnight Financing Rate) when the adjusted LIBOR rate is phased out in the lending market on June 30, 2023. The Company does not anticipate that replacement of the benchmark rate, as provided in the 2019 Credit Agreement, will materially impact its liquidity or financial position. 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 2019 Credit Agreement also permits the Company, in certain circumstances, to request an increase in the facility by an amount of up to $100.0 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 2019 Credit Agreement, the Company also paid the lenders certain upfront fees.
The 2019 Credit Agreement contains customary representations and warranties applicable to the Company and its subsidiaries and customary affirmative and negative covenants applicable to the Company and its restricted subsidiaries. The negative covenants include restrictions on, among other things, indebtedness, liens, certain fundamental changes (including mergers), investments, dispositions, restricted payments (including dividends and stock repurchases), prepayments of junior debt, and transactions with affiliates. These restrictions do not prohibit a subsidiary of the Company from making pro rata payments to the Company or any other person that owns an equity interest in such subsidiary. The 2019 Credit Agreement contains financial covenants, that require the Company and its subsidiaries to maintain (i) a secured net leverage ratio not to exceed 3.00 to 1.00, subject to an increase, at the option of the Company, to 3.50 to 1.00 for a specified period of time in the event of certain material acquisitions, tested as of the last day of each fiscal quarter and (ii) an interest coverage ratio (defined as the ratio of EBITDA to cash interest expense) of not less than 2.50 to 1.00, tested for each fiscal quarter.
The 2019 Credit Agreement includes customary events of default, including, but not limited to, nonpayment of principal or interest, breaches of representations and warranties, failure to perform or observe covenants, cross-defaults with certain other indebtedness, final judgments or orders, certain change of control events, and certain bankruptcy-related events or proceedings. Upon the occurrence of an event of default (subject to notice and grace periods), obligations under the 2019 Credit Agreement could be accelerated.
Subject to certain exceptions, to the extent the Company has any material domestic subsidiaries, the obligations under the 2019 Credit Agreement would be required to be guaranteed by such material domestic subsidiaries. The obligations under the 2019 Credit Agreement are secured by all or substantially all of the assets of the Company and any such subsidiary guarantors.
At December 31, 2022 and December 31, 2021, the Company did not have any borrowings under the 2019 Credit Agreement and was in compliance with all financial covenants.
v3.22.4
Commitments and Contingencies
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
Note 13—Commitments and Contingencies

Purchase Obligations
The Company has $388.3 million of non-cancelable contractual commitments as of December 31, 2022, primarily related to cloud computing in which the commitments are due over the course of approximately four years. For agreements with variable terms, the Company does not estimate what the total obligation may be beyond any minimum quantities and/or pricing. For purchase obligations with cancellation provisions, the amounts included in the following table were limited to the non-cancelable portion of the agreement terms or the minimum cancellation fees.
The Company’s future payments under purchase obligations as of December 31, 2022 were as follows (in thousands):
Purchase Obligations
Periods ending
2023$61,319 
2024115,148 
2025132,310 
202671,295 
20271,295 
Thereafter6,969 
Total purchase obligations$388,336 

Non-Income Tax Contingencies
The Company had reserves of $43.2 million and $38.8 million at December 31, 2022 and 2021, respectively, for certain non-income tax obligations, representing management’s best estimate of its potential liability. The reserves as of December 31, 2022 and 2021 include $30.4 million and $32.3 million, respectively, due to the acquisitions of Reverb, Depop and Elo7, some of which are offset by an indemnification asset of $3.0 million and $3.8 million, respectively. These amounts were primarily recorded as part of purchase accounting. The Company could also be subject to examination in various jurisdictions related to income tax and non-income tax matters. The resolution of these types of matters, if in excess of the recorded reserve, could have an adverse impact on the Company’s consolidated financial statements.
Legal Proceedings
From time to time in the normal course of business, various other claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation could have an adverse effect on the Company’s results of operations, cash flows, or business and financial condition in the period the claims or litigation are resolved. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business.
v3.22.4
Stockholders' Equity
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Stockholders' Equity
Note 14—Stockholders’ Equity
Common Stock
At December 31, 2022 and 2021, the authorized capital stock of the Company included 1,400,000,000 shares of common stock. At December 31, 2022 and 2021 there were 125,054,278 and 127,022,118 shares of common stock issued and outstanding, respectively. The common stock has a $0.001 par value. Holders of common stock are entitled to one vote per share. Holders of common stock are not entitled to receive dividends unless declared by the Board of Directors. No dividends have been declared through December 31, 2022.
Preferred Stock
At December 31, 2022 and 2021 the authorized capital stock of the Company included 25,000,000 shares of preferred stock. As of December 31, 2022, 2021, and 2020, there was no preferred stock outstanding.
Stock Repurchases
In May 2022, the Board of Directors approved a stock repurchase program that enables the Company to repurchase up to $600 million of its common stock. The program does not have a time limit and may be modified, suspended or terminated at any time by the Board of Directors. The number of shares repurchased and the timing of repurchases will depend on a number of factors, including, but not limited to, stock price, trading volume and general market conditions, along with Etsy’s working capital requirements, general business conditions and other factors. As of December 31, 2022, the remaining amount available to be repurchased under the approved plan was $301.4 million.
In December 2020, the Board of Directors approved a stock repurchase program that enabled the Company to repurchase up to $250 million of its common stock. The program was completed in the third quarter of 2022.
In November 2018, the Board of Directors approved a stock repurchase program that enabled the Company to repurchase up to $200 million of its common stock. The program was completed in the fourth quarter of 2020.
The following table summarizes the Company’s stock repurchase activity related to the programs noted above:
Shares RepurchasedAverage Price Paid per Share (1)
Repurchases of common stock for the year ended December 31, 20223,958,155 107.56 
Repurchases of common stock for the year ended December 31, 2021554,718 221.33 
Repurchases of common stock for the year ended December 31, 20201,161,947 88.20 
(1)Average price paid per share excludes broker commissions.
All repurchases were made using cash resources, and all repurchased shares of common stock have been retired.
Under the stock repurchase programs, 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 may 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.
Additionally, in June 2021, the Company repurchased approximately 1.1 million shares of its common stock for approximately $180 million concurrently with the issuance of the 2021 Notes. See “Note 12—Debt” for more information. This repurchase was separate from the stock repurchase program approved by the Board of Directors in December 2020.
In August 2020, the Board of Directors approved a stock repurchase of $166.2 million, or 1.3 million shares of the Company’s common stock, concurrently with the repurchase of $301.1 million aggregate principal amount of the outstanding 2018 Notes. See “Note 12—Debt” for additional information. This repurchase was separate from the stock repurchase program approved by the Board of Directors in November 2018.
v3.22.4
Stock-based Compensation
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation
Note 15—Stock-based Compensation
The Company’s 2015 Equity Incentive Plan (the “2015 Plan”) was adopted by its Board of Directors and approved by stockholders in March 2015. The 2015 Plan provides for the grant of incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock, RSUs, PBRSUs, and performance cash awards to employees and directors. Beginning in 2016, the number of shares available for issuance under the 2015 Plan may be increased annually by an amount equal to the lesser of 7,050,000 shares of common stock, 5% of the outstanding shares of common stock as of the last day of the immediately preceding fiscal year, or such other amount as determined by the Company’s Board of Directors. The Board of Directors approved an increase of 6,252,714, 6,351,106, and 6,291,797, shares available for issuance under the 2015 Plan as of January 2, 2023, January 3, 2022, and January 4, 2021, respectively. Any awards issued under the 2015 Plan that are forfeited by the participant will become available for future grant under the 2015 Plan. At December 31, 2022, 50,391,850 shares were authorized under the 2015 Plan and 32,188,305 shares were available for future grant.
In the year ended December 31, 2022, the Company granted nonqualified stock options and RSUs, including Financial PBRSUs and TSR PBRSUs, to eligible participants under its 2015 Plan. The Company recognizes forfeitures as they occur. Options were generally granted for a term of 10 years. For both options and RSUs, vesting is typically over a four-year period and is contingent upon continued employment with the Company on each vesting date. In general, for newly-hired employees, both options and RSUs vest 25% after the first year of service and ratably each six-month period over a four-year period following the vesting commencement date, which is the first day of the month following the date of grant. In general, for current employees who receive an additional grant, both options and RSUs vest ratably each six-month period over a four-year period following the vesting commencement date.
For Financial PBRSUs, the number of RSUs received will depend on the achievement of financial metrics relative to the approved performance targets. Depending on the actual financial metrics achieved relative to the target financial metrics, throughout the defined performance period of the award, the number of PBRSUs that vest could range from 0% to 200% of the target amount, and are subject to the Compensation Committee’s approval of the level of achievement against the approved performance targets. For the TSR PBRSUs, the number of RSUs received will depend on the Company’s total shareholder return relative to that of the Nasdaq Composite Index over a three-year measurement period.
The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The fair value of RSUs is determined based on the closing price of the Company’s common stock on Nasdaq on the grant date. Additionally, the fair value of the Financial PBRSUs is determined using a probability assessment and the fair value of the TSR PBRSUs with market conditions is determined using a Monte-Carlo simulation model. For PBRSUs, the Company recognizes stock-based compensation expenses on a straight-line basis over the longest of the derived, explicit, or implicit service period. As of interim and annual reporting periods, the Financial PBRSUs stock-based compensation expense is adjusted based on expected achievement of performance targets, while TSR PBRSUs stock-based compensation expense is not adjusted.
The requisite service period for stock options and RSUs is generally four years from the date of grant.
The fair value of options granted in the periods indicated using the Black-Scholes pricing model has been based on the following assumptions:
 Year Ended  
December 31,
 202220212020
Expected Volatility
62.5%
43.4% - 57.4%
38.9% - 41.7%
Risk-free interest rate
3.4%
0.8% - 1.2%
0.3% - 1.7%
Expected term (in years)
4.6
4.6 - 6.2
5.5 - 6.2
The following table summarizes the activity for the Company’s options (in thousands, except share and per share amounts):
SharesWeighted-Average
Exercise Price
Weighted-Average
Remaining Contract
Term (in years)
Aggregate
Intrinsic Value
Outstanding at December 31, 20196,294,919 $16.26 7.24$185,900 
Granted654,296 46.38 
Exercised(1,834,773)13.80 
Forfeited/Canceled(14,490)32.15 
Outstanding at December 31, 20205,099,952 20.97 6.81800,453 
Granted198,193 218.93 
Exercised(994,456)22.83 
Forfeited/Canceled(29,964)47.86 
Outstanding at December 31, 20214,273,725 29.52 5.99810,321 
Granted9,916 76.05 
Exercised(816,620)18.40 
Forfeited/Canceled(10,704)126.22 
Outstanding at December 31, 20223,456,317 31.99 5.06322,230 
Total exercisable at December 31, 20223,041,998 23.07 4.74301,224 

The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested in periods indicated (in thousands, except per share amounts):
 Year Ended December 31,
 202220212020
Weighted average grant date fair value of options granted$40.84 $95.00 $18.18 
Intrinsic value of options exercised87,892 206,709 151,785 
Fair value of awards vested195,929 96,592 60,622 
The total unrecognized compensation expense at December 31, 2022 related to the Company’s options was $14.3 million, which will be recognized over an estimated weighted-average amortization period of 1.89 years.

In connection with the acquisitions of Depop and Elo7 in July 2021, outstanding, unvested options held by continuing employees of each acquired entity as of the respective acquisition dates were replaced with Etsy RSU awards with the same aggregate fair value, with a total dollar value of $78.8 million, $5.6 million of which relates to pre-combination service and was included as a component of the purchase price. These RSUs generally follow the original vesting schedule of the replaced options, which provided that they will vest 25% on the first anniversary of their original vesting commencement date with the remaining 75% vesting ratably each month thereafter until the fourth anniversary of their original vesting commencement date.
The following table summarizes the activity for the Company’s unvested RSUs, which includes Financial PBRSUs and TSR PBRSUs:
SharesWeighted-Average
Fair Value
Unvested at December 31, 20192,960,413 $40.61 
Granted1,712,587 54.19 
Vested(1,369,271)35.36 
Forfeited/Canceled(217,742)43.27 
Unvested at December 31, 20203,085,987 50.28 
Granted (1)2,136,685 208.84
Vested(1,400,241)59.80
Forfeited/Canceled(315,710)108.22
Unvested at December 31, 20213,506,721 137.87
Granted 5,226,948 119.83
Vested(1,670,084)110.53
Forfeited/Canceled(669,799)154.06
Unvested at December 31, 20226,393,786 128.37
(1)Includes RSU awards issued to Depop and Elo7 employees in connection with the acquisitions in the third quarter of 2021.
The total unrecognized compensation expense at December 31, 2022 related to the Company’s unvested RSUs, including the Financial PBRSUs and TSR PBRSUs, was $675.4 million, which will be recognized over an estimated weighted-average amortization period of 2.94 years.
In connection with the acquisition of Depop, certain Depop executives are eligible to receive deferred consideration of $44.0 million in shares of Etsy common stock over the three years following the acquisition date, subject to certain service-based vesting conditions during the vesting period. These awards will be settled by issuing shares of Etsy common stock on or shortly following the applicable vesting date, with the number of shares to be determined based on the Company’s stock price on, or leading up to, the applicable vesting date. These awards will be recognized as post-combination service stock-based compensation expense over a vesting period equal to the mandatory service period associated with the award, with a corresponding liability included within Other liabilities on the Company’s Consolidated Balance Sheets until the service-based vesting criteria are met and the awards are settled in shares of Etsy common stock. The unrecognized compensation expense at December 31, 2022 related to these awards was $4.6 million, which will be recognized over a remaining term of 1.53 years. The decrease from the initial unrecognized compensation expense of $44.0 million primarily relates to the departure of Depop’s Chief Executive Officer, effective September 2022, and the partial payments of Depop deferred consideration in the year ended December 31, 2022. These amounts are excluded from the unrecognized compensation expense associated with the Company’s unvested RSUs noted above.
Stock-based compensation expense included in the Consolidated Statements of Operations is as follows (in thousands):
 Year Ended  
December 31,
 202220212020
Cost of revenue$23,283 $13,085 $7,731 
Marketing19,571 11,339 5,184 
Product development124,559 58,900 33,030 
General and administrative63,475 56,586 19,169 
Stock-based compensation expense$230,888 $139,910 $65,114 
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Basis of Consolidation Basis of ConsolidationThe consolidated financial statements include the accounts of Etsy, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. On July 12, 2021, Etsy acquired all of the issued share capital of Depop Limited (“Depop”) pursuant to a share purchase, and on July 2, 2021, Etsy acquired all the outstanding shares of Elo7 Serviços de Informática S.A. (“Elo7”) by means of a merger. The financial results of Depop and Elo7 have been included in Etsy’s consolidated financial statements from the dates of acquisition.
Reclassification
Reclassification
Certain items in the prior years consolidated financial statements have been reclassified to conform to the current year presentation reflected in the consolidated financial statements.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires the Company to make estimates and judgments that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates and judgments. The accounting estimates that require management’s most subjective judgments include: stock-based compensation; income taxes; the valuation of acquired intangible assets, developed technology, and goodwill as part of purchase price allocations for business combinations; valuation of goodwill; leases; and fair value of convertible senior notes. As of December 31, 2022, the Company continues to monitor the effects of global macroeconomic and geopolitical uncertainty, including COVID-19 pandemic related factors and general market, political, and economic conditions, on the Company’s business, results of operations, and financial condition. As a result, many of the Company’s estimates and judgments require increased judgment and carry a higher degree of variability and volatility. As additional information becomes available, the Company’s estimates may change materially in future periods.
Revenue Recognition
Revenue Recognition
The Company’s revenue is diversified; generated from a mix of marketplace activities and other optional services the Company provides to sellers to help them generate more sales and scale their businesses. Revenues are recognized as the Company transfers control of promised goods or services to sellers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company evaluates whether it is appropriate to recognize revenue on a gross or net basis based upon its evaluation of whether the Company obtains control of the specified goods or services by considering if it is primarily responsible for fulfillment of the promise, has inventory risk, and has the latitude in establishing pricing and selecting suppliers, among other factors. Based on its evaluation of these factors, revenue is recorded either gross or net of costs associated with the transaction. The Company’s revenues are recognized on a gross basis, with the primary exception being shipping label revenue, which is recorded on a net basis. Sales and usage-based taxes are excluded from revenues.
Marketplace revenue: As members of the Etsy.com marketplace, Etsy sellers receive the benefit of marketplace activities, including listing items for sale, completing sales transactions, and payments processing, which represents a single stand-ready performance obligation. Etsy marketplace sellers pay a fixed listing fee of $0.20 for each item listed on Etsy.com, and the listing fee is recognized ratably over a four-month listing period, unless the item is sold or the seller re-lists it, at which time any remaining listing fee is recognized. Listing fees are nonrefundable. Variable fees include transaction fees and payments processing fees. Etsy marketplace sellers pay a 6.5% transaction fee, which was increased from 5% effective April 11, 2022, for each completed transaction, inclusive of shipping fees charged.
In May 2020, the Etsy marketplace started charging sellers for Offsite Ads, whereby sellers pay a transaction fee of 12% or 15% of the value of a sale based on the seller’s volume of sales, if such sale is generated from an advertisement placed by Etsy on third-party internet platforms. The corresponding expense is recorded in marketing. Etsy marketplace sellers pay Etsy Payments processing fees, which typically vary between 3.0% and 4.5% of an item’s total sale price, including shipping, plus a flat fee per order that depends on the country in which a seller’s bank account is located, plus an additional transaction fee for foreign currency payments. The transaction fee, Offsite Ads transaction fee, and Etsy Payments processing fees are recognized when the corresponding transaction is consummated, and are recorded net of refunds.
Reverb, Depop, and Elo7 marketplace revenue is comprised of seller transaction fees and payments processing fees, which are recognized when the transaction is consummated, and are recorded net of refunds. Reverb, Elo7, and Depop sellers pay a 5%, 7%, and 10% transaction fee, respectively, for each completed transaction. The Reverb and Depop transaction fee is inclusive of shipping fees charged.
Services revenue: Services revenue is derived from optional services offered to Etsy marketplace sellers, which primarily include on-site advertising and shipping labels. Each service represents an individual obligation that the Company must perform when a seller chooses to use the service.
On-site advertising services consist of cost-per-click fees an Etsy marketplace seller pays for prominent placement of her listings. These fees are nonrefundable and are charged to a seller’s Etsy bill when the listing is clicked, at which time revenue is recognized.
Revenue from shipping labels consists of fees an Etsy marketplace seller pays the Company when she purchases shipping labels through its platform, net of the cost the Company incurs in purchasing those shipping labels. The Company provides its sellers access to purchase shipping labels at discounted pricing due to the volume of purchases through its platform. The Company recognizes shipping label revenue when an Etsy marketplace seller purchases a shipping label. The Company recognizes shipping label revenue on a net basis as it is an agent in this arrangement and does not take control of shipping labels prior to transferring the labels to the Etsy marketplace seller. Etsy shipping label revenue is recorded net of refunds.
The Reverb, Depop, and Elo7 marketplaces offer on-site advertising services (Depop as of the end of the third quarter of 2022), and shipping labels services. Each service represents an individual obligation that the Company must perform when a seller chooses to use the service. Shipping label revenue is recorded net of refunds.
Contract balances: The Company records deferred revenues when cash payments are received or due in advance of the completion of the four-month listing period on Etsy.com, which represents the value of the Company’s unsatisfied performance obligations, unless the item is sold or the seller re-lists it, at which time any remaining listing fee is recognized. The amount of revenue recognized in the year ended December 31, 2022 that was included in the deferred balance at January 1, 2022 was $12.3 million.
Cost of Revenue
Cost of revenue primarily consists of the cost of interchange and other fees for payments processing services, and expenses associated with the operation and maintenance of the Company’s platforms, including hosting and bandwidth costs. Cost of revenue also includes chargebacks to support payments revenue, costs of refunds made to buyers that the Company is either not able to collect from sellers or are otherwise covered by us, and seller verification fees. Additionally, cost of revenue includes certain employee compensation-related expenses, depreciation and amortization, and third-party customer support services.
Marketing MarketingMarketing expenses primarily consist of direct marketing expenses, which largely includes digital marketing and television ad and digital video expenses. Marketing expenses also include employee compensation-related expenses to support the Company’s marketing initiatives and amortization expense related to acquired customer relationship and trademark intangible assets.
Advertising Advertising expenses are recognized as incurred, with the exception of certain production expenses related to television and display advertising which are deferred until the first time an advertisement airs or is published. If such advertising is not expected to occur, costs are expensed immediately.
Product Development
Product Development
Product development expenses consist primarily of employee compensation-related expenses for engineering, product management, product design, and product research activities, net of costs capitalized to website development and internal-use software. Additional expenses include consulting costs related to the development, quality assurance, and testing of new technology and enhancement of the Company’s existing technology.
Stock-Based Compensation
Stock-Based Compensation
Service-based stock options and restricted stock units (“RSUs”) are awarded to employees and members of the Company’s Board of Directors and performance-based restricted stock units (“PBRSUs”) are awarded to employees. All such awards are measured at fair value at each grant date.
The PBRSUs include financial performance-based restricted stock units (“Financial PBRSUs”) and total shareholder return performance-based restricted stock units (“TSR PBRSUs”), both of which have performance and service vesting requirements. The Company recognizes forfeitures as they occur.
The Company calculates the fair value of stock options on the date of grant using the Black-Scholes option-pricing model and the expense is recognized over the requisite service period. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company calculates expected volatility based on the historical volatility of Etsy’s stock price observations over a period equivalent to the expected term of the stock option grants. The Company estimates its expected term using historical option exercise behavior and expected post-vest cancellation data, averaged with an assumption that recently granted options will be exercised ratably from vesting to the expiration of the stock option. The fair value of RSUs and Financial PBRSUs is determined based on the closing price of the Company’s common stock on Nasdaq on the grant date. Additionally, the fair value of the Financial PBRSUs takes into consideration a vesting probability assessment as of each reporting date. The fair value of the TSR PBRSUs is determined using a Monte-Carlo simulation model on the grant date.
The requisite service period for stock options and RSUs is generally four years from the grant date. For PBRSUs, the Company recognizes stock-based compensation expenses on a straight-line basis over the longer of the derived, explicit, or implicit service period. As of interim and annual reporting periods, the Financial PBRSUs stock-based compensation expense is adjusted based on expected achievement of performance targets, while TSR PBRSUs stock-based compensation expense is not adjusted.
Foreign Currency
Foreign Currency
The Company has determined that the functional currency for each of its foreign operations is the currency of the primary cash flow of the operations, which is generally the local currency in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period. Foreign currency translation adjustments are reflected in stockholders’ equity as a component of other comprehensive income (loss). Transaction gains and losses including intercompany balances denominated in a currency other than the functional currency of the entity involved are included in foreign exchange gain (loss) within other income (expense) in the Consolidated Statements of Operations.
Income Taxes
Income Taxes
The income tax benefit is based on income before income taxes and is accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to settle. The Company recognizes future tax benefits, such as net operating losses and tax credits, to the extent that realizing these benefits is considered in its judgment to be more likely than not. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. The Company regularly reviews the recoverability of its deferred tax assets by considering its historic profitability, projected future taxable income, timing of the reversals of existing temporary differences and the feasibility of its tax planning strategies. Where appropriate, the Company records a valuation allowance against deferred tax assets that are deemed not more likely than not to be realizable.
The Company records tax expense related to Global Intangible Low Taxed Income (“GILTI”) as a current period expense when incurred using the period cost method.
The Company accounts for uncertainty in income taxes using a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by the taxing authorities. The amount recognized is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate audit settlement.
The Company recognizes interest and penalties, if any, associated with income tax matters as part of the income tax provision and includes accrued interest and penalties with the related income tax liability in the Consolidated Balance Sheets.
Net (Loss) Income Per Share
Net (Loss) Income Per Share
Basic net (loss) income per share attributable to common stockholders is computed by dividing the net (loss) income attributable to common stockholders by the weighted-average number of shares of common stock outstanding for the period.
Diluted net (loss) income per share is computed by dividing net (loss) income adjusted on an if-converted basis for the period by the weighted-average number of shares of common stock and potentially dilutive common stock outstanding during the period. Potentially dilutive shares, which are based on the weighted-average shares of common stock underlying outstanding stock-based compensation awards and convertible senior notes using the treasury stock method or the if-converted method, as applicable, are included when calculating net (loss) income per share of common stock attributable to common stockholders when their effect is dilutive.
The calculation of diluted net income per share excludes all anti-dilutive shares of common stock.
Segment Data
Segment Data
The Company identifies operating segments as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its Chief Executive Officer. The Company has determined it has four operating segments, Etsy, Reverb, Depop, and Elo7, which qualify for aggregation as one reportable segment.
Cash and Cash Equivalents Cash and Cash Equivalents, and Short- and Long-term InvestmentsThe Company considers all investments with an original maturity of three months or less at time of purchase to be cash equivalents. Cash restricted by third parties is not considered cash and cash equivalents.Restricted CashThe Company classifies any cash balances that are legally restricted as to withdrawal or usage as restricted cash on the Consolidated Balance Sheets.
Short- and Long-term Investments Short-term investments, consisting of certificates of deposit, commercial paper, corporate bonds, U.S. agency securities, and U.S. Government securities with original maturities of greater than three months but less than one year, are classified as available-for-sale and are reported at fair value using the specific identification method. Long-term investments, consisting of corporate bonds and U.S. Government securities with original maturities of greater than twelve months but less than 37 months, are classified as available-for-sale and are reported at fair value using the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a component of other comprehensive income (loss), net of related tax (expense) benefit.
Restricted Cash Restricted CashThe Company classifies any cash balances that are legally restricted as to withdrawal or usage as restricted cash on the Consolidated Balance Sheets.
Concentration of Credit Risk
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, short- and long-term investments, and funds receivable and seller accounts. The Company reduces credit risk by placing its cash and cash equivalents with major financial institutions with high credit ratings. At times, to the extent eligible, such amounts may exceed federally insured limits. The Company believes that minimal credit risk exists with respect to these investments due to the credit ratings of the financial institutions that hold its short- and long-term investments. In addition, funds receivable settle relatively quickly, and the Company’s historical experience of losses has not been significant.
Fair Value of Financial Instruments
Fair Value of Financial Instruments
Management believes that the fair value of financial instruments, consisting of cash and cash equivalents, short- and long-term investments, accounts receivable, funds receivable and seller accounts, accounts payable, and funds payable and amounts due to sellers approximates carrying value due to the immediate or short-term maturity associated with these instruments or the Company’s ability to liquidate these instruments at short notice with minimal penalties.
Prior to the adoption of ASU 2020-06 in the first quarter of 2021, in accounting for the issuance of the 0.125% Convertible Senior Notes due 2027 (the “2020 Notes”), the 0.125% Convertible Senior Notes due 2026 (the “2019 Notes”), and the 2018 Notes (collectively, the 0.25% Convertible Senior notes due 2028 (the “2021 Notes”), the 2020 Notes, the 2019 Notes, and the 2018 Notes, the “Notes”), and the extinguishment of the 2018 Notes, discussed in “Note 12—Debt,” management used estimates and assumptions to calculate the carrying amounts of the liability and equity components by measuring the fair value of similar securities. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. To measure the fair value of a similar liability that does not have an associated convertible feature, the Company discounted the contractual cash flows of each of the Notes at an estimated interest rate for a comparable liability. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company’s stock, was determined by deducting the fair value of the liability component from the par value of each of the Notes. Following the adoption of ASU 2020-06, there is no bifurcation of the liability and equity components of the Notes. Subsequent to their issuance, the Notes are not measured at fair value in the Consolidated Balance Sheets, but the Company estimates the fair value of the liability component of the Notes through inputs that are observable in the market or that could be derived from observable market data, corroborated with quoted market prices of similar instruments.
Accounts Receivable and Provision for Expected Credit Losses
Accounts Receivable and Provision for Expected Credit Losses
The Company’s trade accounts receivable are recorded at amounts billed to sellers and are presented on the Consolidated Balance Sheets net of the provision for expected credit losses. The provision is determined by a number of factors, including age of the receivable, current economic conditions, historical losses, and management’s assessment of the financial condition of sellers. Receivables are written off once they are deemed uncollectible. Estimates of uncollectible accounts receivable are recorded to general and administrative expense.
Payment terms: On the first day of every month, Etsy sellers receive a statement outlining the previous month’s charges. Payment is due within 15 days of the date of the monthly statement. The payment terms for Reverb, Depop, and Elo7 are also short-term in nature. For Etsy sellers using Etsy Payments, all charges are deducted from the funds credited to the seller’s shop payment account prior to settlement of those funds to the seller’s bank account.
Funds Receivable and Seller Accounts and Funds Payable and Amounts due to Sellers Funds Receivable and Seller Accounts and Funds Payable and Amounts due to SellersThe Company records funds receivable and seller accounts and funds payable and amounts due to sellers as current assets and liabilities, respectively, on the Consolidated Balance Sheets. Funds receivable and seller accounts represent amounts received or expected to be received from buyers via third-party credit card processors, which flow through a bank account for payment to sellers. The amounts recorded to funds receivable and seller accounts is the same amount recorded to the funds payable and amounts due to sellers, the latter of which represents the total amount due to sellers, given the intent to use these funds to settle funds payable to sellers. For the Depop marketplace only, the amounts received from buyers which is owed to the sellers is paid to the sellers at point of sale, and therefore no funds receivable and seller accounts and no funds payable and amounts due to sellers are recorded related to the Depop marketplace.
Property and Equipment
Property and Equipment
Property and equipment, consisting principally of capitalized website development and internal-use software, building, leasehold improvements, and computer equipment, are recorded at cost. Depreciation and amortization begin at the time the asset is placed into service and is recognized using the straight-line method in amounts sufficient to relate the cost of depreciable and amortizable assets to the Consolidated Statements of Operations over their estimated useful lives. Repairs and maintenance are charged to the Consolidated Statements of Operations as incurred. Upon sale or retirement of assets, the cost and related accumulated depreciation or amortization are removed from the Consolidated Balance Sheet and the resulting gain or loss is reflected in the Consolidated Statement of Operations.
Website Development and Internal-use Software Costs
Website Development and Internal-use Software Costs
Costs incurred to develop the Company’s website and software for internal-use are capitalized and amortized over the estimated useful life of the software, generally three to five years. Capitalization of costs to develop software begin when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will be used as intended. Costs related to the design or maintenance of website development and internal-use software are expensed as incurred. The Company periodically reviews capitalized website development and internal-use software costs to determine whether the projects will be completed, placed in service, removed from service, or replaced by other internally-developed or third-party software. If an asset is not expected to provide any future use, the asset is retired and any unamortized cost is expensed.
Capitalized website development and internal-use software costs are included in property and equipment, net within the Consolidated Balance Sheets.
Business Combinations
Business Combinations
The Company accounts for business combinations using the acquisition method of accounting. If the assets acquired are not a business, the Company accounts for the transaction as an asset acquisition. Under both methods, the purchase price is allocated to the assets acquired and liabilities assumed using the fair values determined by management as of the acquisition date. The results of businesses acquired in a business combination are included in the Company’s consolidated financial statements from the date of acquisition.
Acquisition-related expenses represent expenses incurred by the Company to effect a business combination, including expenses such as finder’s fees and advisory, legal, accounting, valuation, and other professional or consulting fees, and are not included as a component of consideration transferred, but are accounted for as an expense in the period in which the costs are incurred or the services are rendered.
Goodwill
Goodwill
Goodwill represents the excess of the aggregate fair value of the consideration transferred in a business combination over the fair value of the assets acquired, net of liabilities assumed. The Company performs its annual goodwill impairment test during the fourth quarter or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. Management has determined that the Company has four operating segments, Etsy, Reverb, Depop, and Elo7, and each operating segment is determined to be a reporting unit.
The Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if the Company concludes otherwise, then it is required to perform a quantitative assessment for impairment.
The quantitative assessment involves comparing the estimated fair value of the reporting unit with its respective book value, including goodwill. If the estimated fair value exceeds book value, goodwill is not considered to be impaired. If, however, the book value of the reporting unit exceeds the fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill allocated to that reporting unit. See “Note 6—Goodwill and Intangible Assets” for further information.
Intangible Assets Intangible AssetsFinite intangible assets are amortized using the straight-line method over the estimated useful life of the asset.
Leases
Leases
The Company’s lease arrangements generally include real estate and computer equipment assets. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present. At lease commencement, the Company evaluates whether the arrangement is a finance or operating lease, and accounts for it accordingly. Operating leases are included in other assets, other current liabilities, and other liabilities on the Company’s Consolidated Balance Sheets. Finance leases are included in property and equipment, net, finance lease obligations, current, and finance lease obligations, net of current portion on the Company’s Consolidated Balance Sheets. 
Leases with a term greater than one year are recognized on the Consolidated Balance Sheets as right-of-use (“ROU”) assets, lease obligations, and, if applicable, long-term lease obligations in the financial statement line items cited above. The Company has elected not to recognize leases with terms of one year or less on the Consolidated Balance Sheets. Lease obligations and their corresponding ROU assets are recorded based on the present value of lease payments over the expected lease term. As the interest rate implicit in lease contracts is typically not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term in an amount equal to the lease payments in a similar economic environment. Certain adjustments to the ROU asset may be required for items such as initial direct costs paid or incentives received. The lease term may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option.
The components of a lease are split into three categories: lease components, including land, building, or other similar components; non-lease components, including common area maintenance, maintenance, consumables, or other similar components; and non-components, including property taxes, insurance, or other similar components. However, the Company has elected to combine lease and non-lease components as a single component. The lease expense is recognized over the expected term on a straight-line basis.
Impairment of Long-Lived Assets Impairment of Long-Lived AssetsThe Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets held and used is measured by comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated from the use of the asset and its eventual disposition. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount exceeds the fair value of the impaired assets. Assets to be disposed of are reported at the lower of their carrying amount or fair value less cost to sell.
Contingencies
Contingencies
The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. The Company does not accrue for contingent losses that, in its judgment, are considered to be reasonably possible, but not probable; however, it discloses the range of such reasonably possible losses.
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Accounts Receivable, Allowance for Credit Loss
The following table provides a rollforward of the allowance for credit losses that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):
 Year Ended  
December 31,
 202220212020
Balance as of the beginning of period$7,730 $9,757 $5,033 
Provision for expected credit losses12,464 16,031 15,033 
Amounts written off, net of recoveries(11,891)(18,058)(10,309)
Balance as of the end of period$8,303 $7,730 $9,757 
v3.22.4
Revenue (Tables)
12 Months Ended
Dec. 31, 2022
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):
Year Ended December 31,
202220212020
Marketplace revenue$1,910,887 $1,745,824 $1,303,126 
Services revenue655,224 583,290 422,499 
Revenue$2,566,111 $2,329,114 $1,725,625 
v3.22.4
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2022
Income Tax Disclosure [Abstract]  
Schedule of Income before Income Tax, Domestic and Foreign
The following are the domestic and foreign components of the Company’s (loss) income before income taxes (in thousands):
 Year Ended  
December 31,
 202220212020
United States$225,685 $274,354 $206,481 
International(887,663)197,300 159,228 
(Loss) income before income taxes$(661,978)$471,654 $365,709 
Income Tax Benefit
The income tax provision (benefit) is comprised of the following (in thousands):
 Year Ended  
December 31,
 202220212020
Current:
U.S. Federal$46,700 $23,118 $4,854 
U.S. State16,036 12,754 3,953 
International24,877 31,227 5,455 
Total current87,613 67,099 14,262 
Deferred:
U.S. Federal(18,753)(53,328)(7,684)
U.S. State(7,866)(14,843)(4,543)
International(28,684)(20,781)14,428 
Total deferred(55,303)(88,952)2,201 
Total income tax provision (benefit)$32,310 $(21,853)$16,463 
Reconciliation of the Income Tax Benefit
A reconciliation of the income tax provision (benefit) at the U.S. federal statutory income tax rate to the Company’s total income tax provision (benefit) is as follows (in thousands):
 Year Ended  
December 31,
 202220212020
Income tax (benefit) provision at the federal statutory rate$(139,015)$99,047 $76,799 
State and local income taxes, net of federal benefit10,516 11,134 7,693 
Foreign income tax rate differential(89,903)(26,215)(13,193)
Stock-based compensation(12,863)(83,207)(45,391)
Research and development credit(19,603)(23,396)(15,156)
U.S. tax on foreign earnings, net of foreign income deduction (1)3,588 (5,155)3,923 
Non-deductible acquisition costs1,204 5,643 — 
Non-deductible goodwill impairment274,492 — — 
Other (2)3,894 296 1,788 
Total income tax provision (benefit)$32,310 $(21,853)$16,463 
(1)Previously disclosed as “U.S. tax reform” for the years ended December 31, 2021 and 2020.
(2)Certain prior year amounts, which are not material, have been reclassified to conform to current year presentation.
Significant Components of Deferred Tax Assets and Liabilities Significant components of the Company’s deferred tax assets (liabilities) are as follows (in thousands):
 As of December 31,
 20222021
Deferred tax assets:
 Net operating loss carryforwards $66,410 $48,689 
 Research and development credit carryforwards — 367 
 Capitalized research expenses63,901 5,036 
 Convertible debt 40,159 47,142 
 Depreciation 7,051 42,019 
 Lease liability 33,253 35,871 
 Stock-based compensation expense 25,151 19,319 
 Accrued bonus 9,478 11,850 
 Excess tax basis in intangible assets 1,924 1,585 
 Other deferred tax assets 13,443 14,651 
 Total deferred tax assets 260,770 226,529 
 Less: valuation allowance 3,524 1,834 
 Total net deferred tax asset 257,246 224,695 
 Deferred tax liabilities:
 Excess book basis in intangible assets (147,790)(173,097)
 Right-of-use asset (31,864)(34,612)
 Other deferred tax liabilities (821)(607)
Total deferred tax liabilities(180,475)(208,316)
Net deferred tax assets$76,771 $16,379 
Summary of Tax Credit Carryforwards
As of December 31, 2022, the Company had the following tax credit and operating loss carryforwards available to offset income tax liability and taxable income, respectively, in future years (in thousands):
December 31, 2022Expiration Period
U.S. Federal credit carryforwards$1,289 2031-2032
U.S. State net operating loss carryforwards5,789 2031-Unlimited
Non-U.S. net operating loss carryforwards257,006 Unlimited
Summary of Operating Loss Carryforwards
As of December 31, 2022, the Company had the following tax credit and operating loss carryforwards available to offset income tax liability and taxable income, respectively, in future years (in thousands):
December 31, 2022Expiration Period
U.S. Federal credit carryforwards$1,289 2031-2032
U.S. State net operating loss carryforwards5,789 2031-Unlimited
Non-U.S. net operating loss carryforwards257,006 Unlimited
Summary of Valuation Allowance
The following table summarizes the valuation allowance activity for the periods indicated (in thousands):
 Year Ended  
December 31,
 202220212020
Balance as of the beginning of period$1,834 $1,398 $883 
Additions charged to expense1,796 580 506 
Deletions credited to expense— (112)(101)
Currency translation and other balance sheet activity(106)(32)110 
Balance as of the end of period$3,524 $1,834 $1,398 
Schedule of Unrecognized Tax Benefits Activity
The following table summarizes the unrecognized tax benefit activity for the periods indicated (in thousands):
 As of December 31,
 202220212020
Balance as of the beginning of period$28,842 $23,738 $19,933 
Additions based on tax positions related to the current year5,206 5,024 2,507 
Additions for tax positions of prior years1,754 122 1,576 
Reductions for tax provisions of prior years(509)— (278)
Settlements(107)— — 
Currency translation(28)(42)— 
Balance as of the end of period$35,158 $28,842 $23,738 
v3.22.4
Net (Loss) Income Per Share (Tables)
12 Months Ended
Dec. 31, 2022
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table presents the calculation of basic and diluted net (loss) income per share for periods presented (in thousands, except share and per share amounts):
 Year Ended  
December 31,
 202220212020
Numerator:
Net (loss) income$(694,288)$493,507 $349,246 
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes— 4,900 17,880 
Net (loss) income attributable to common stockholders—diluted$(694,288)$498,407 $367,126 
Denominator:
Weighted average common shares outstanding—basic126,778,626 127,224,974 121,251,588 
Dilutive effect of assumed conversion of options to purchase common stock— 4,149,248 4,492,550 
Dilutive effect of assumed conversion of restricted stock units— 1,995,336 2,046,981 
Dilutive effect of assumed conversion of convertible senior notes— 13,313,766 8,623,473 
Weighted average common shares outstanding—diluted126,778,626 146,683,324 136,414,592 
Net (loss) income per share attributable to common stockholders—basic$(5.48)$3.88 $2.88 
Net (loss) income per share attributable to common stockholders—diluted$(5.48)$3.40 $2.69 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following potential shares of common stock were excluded from the calculation of diluted net (loss) income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented:
 Year Ended  
December 31,
 202220212020
Stock options3,127,333 149,683 3,711 
Restricted stock units5,081,194 584,033 71 
Convertible senior notes14,715,935 — 8,625,771 
Total anti-dilutive securities22,924,462 733,716 8,629,553 
Schedule of Method Used to Calculate Impact from Convertible Senior Notes on Earnings Per Share
The following table presents the method used when calculating the impact of the Company’s Notes on earnings per share for the periods presented:
Year Ended  
December 31,
202220212020
2021 NotesIf-ConvertedIf-ConvertedN/A
2020 NotesIf-ConvertedIf-ConvertedTreasury Stock
2019 NotesIf-ConvertedIf-ConvertedIf-Converted
2018 NotesIf-ConvertedIf-ConvertedIf-Converted
v3.22.4
Business Combinations (Tables)
12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Schedule of Purchase Price Allocation
The following table summarizes the allocation of the purchase price (at fair value), including measurement period adjustments, to the assets acquired and liabilities assumed of Depop as of July 12, 2021 (the date of acquisition) (in thousands):
Final Purchase Price Allocation as AdjustedEstimated Useful Life (in years)
Current assets$4,288 
Property and equipment other1,299 
2-5
Developed technology95,764 5
Trademark249,820 20
Customer relationships148,504 13
Goodwill1,118,855 Indefinite
Current liabilities(18,878)
Non-current liabilities (1)(27,957)
Deferred tax liability, net(78,872)
Total purchase price1,492,823 
(1)Non-current liabilities are primarily related to non-income tax related contingency reserves.
The following table summarizes the allocation of the purchase price (at fair value), including measurement period adjustments, to the assets acquired and liabilities assumed of Elo7 as of July 2, 2021 (the date of acquisition) (in thousands):
Final Purchase Price Allocation as AdjustedEstimated Useful Life (in years)
Current assets$2,721 
Developed technology12,084 5
Trademark22,187 15
Customer relationships44,374 15
Goodwill157,187 Indefinite
Non-current assets2,412 
Current liabilities(3,406)
Non-current liabilities(2,691)
Deferred tax liability, net(22,727)
Total purchase price$212,141 
Schedule of Unaudited Supplemental Pro Forma Information
The following unaudited pro forma summary presents consolidated information of the Company, including Depop and Elo7, as if the business combinations had occurred on January 1, 2020 (in thousands):
Year Ended December 31,
20212020
Revenue$2,373,592 $1,801,690 
Net income492,732 319,669 
v3.22.4
Goodwill and Intangible Assets (Tables)
12 Months Ended
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The following table summarizes the changes in the carrying amount of goodwill for the periods indicated (in thousands):
Year Ended  
December 31,
20222021
Balance as of the beginning of the period$1,371,064 $140,810 
Business combinations— 1,276,042 
Impairment(1,045,022)— 
Foreign currency translation adjustments(188,318)(45,788)
Balance as of the end of the period$137,724 $1,371,064 
Schedule of Finite-Lived Intangible Assets
At December 31, 2022 and 2021, the gross book value and accumulated amortization of intangible assets were as follows (in thousands):
 As of December 31, 2022
 Gross book
value
Accumulated
amortization
Net book
value
Weighted-Average
Remaining Life (in years)
Trademark$318,489 $(35,873)$282,616 16.7
Customer relationships265,429 (39,808)225,621 11.9
Referral agreement34,050 (15,404)18,646 5.5
Patent licenses9,617 (1,094)8,523 9.9
Intangible assets$627,585 $(92,179)$535,406 14.2
 As of December 31, 2021
 Gross book
value
Accumulated
amortization
Net book
value
Weighted-Average
Remaining Life (in years)
Trademark$342,753 $(18,817)$323,936 17.8
Customer relationships278,311 (21,243)257,068 12.9
Referral agreement36,109 (12,677)23,432 6.5
Patent licenses3,149 (415)2,734 5.6
Intangible assets$660,322 $(53,152)$607,170 15.2
Schedule of Future Amortization Expense
Based on amounts recorded at December 31, 2022, the Company estimates future amortization expense of intangible assets as follows (in thousands):
2023$41,134 
202441,123 
202541,123 
202640,802 
202740,734 
Thereafter330,490 
Total amortization expense$535,406 
v3.22.4
Segment and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2022
Segment Reporting [Abstract]  
Revenue from External Customers by Geographic Areas The following table summarizes revenue by geographic area (in thousands):
 Year Ended  
December 31,
 202220212020
United States$1,429,650 $1,393,637 $1,150,725 
United Kingdom 343,788 329,203 195,827 
All Other792,673 606,274 379,073 
Revenue$2,566,111 $2,329,114 $1,725,625 
v3.22.4
Fair Value Measurements (Tables)
12 Months Ended
Dec. 31, 2022
Fair Value Disclosures [Abstract]  
Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the cost, gross unrealized losses, gross unrealized gains, and fair values of the Company’s investments as of the dates indicated (in thousands):
CostGross
Unrealized
Holding Loss
Gross
Unrealized
Holding Gain
Fair ValueCash and Cash EquivalentsShort-term InvestmentsLong-term Investments
December 31, 2022
Level 1
Money market funds (1)$462,866 $— $— $462,866 $374,314 $76 $— 
U.S. Government securities64,968 (424)64,548 2,995 61,553 — 
527,834 (424)527,414 377,309 61,629 — 
Level 2
U.S. agency securities10,053 (1)10,055 — 10,055 — 
Certificate of deposit40,915 (184)40,738 5,471 35,267 — 
Commercial paper57,777 (101)18 57,694 4,454 53,240 — 
Corporate bonds122,294 (1,729)120,571 1,212 90,222 29,137 
231,039 (2,015)34 229,058 11,137 188,784 29,137 
$758,873 $(2,439)$38 $756,472 $388,446 $250,413 $29,137 
December 31, 2021
Level 1
Money market funds556,427 — — 556,427 556,427 — — 
U.S. Government securities60,311 (55)11 60,267 — 52,632 7,635 
616,738 (55)11 616,694 556,427 52,632 7,635 
Level 2
Certificate of deposit20,709 (7)20,703 — 20,703 — 
Commercial paper25,235 (14)25,222 8,998 16,224 — 
Corporate bonds192,727 (481)10 192,256 — 114,857 77,399 
238,671 (502)12 238,181 8,998 151,784 77,399 
$855,409 $(557)$23 $854,875 $565,425 $204,416 $85,034 
(1)$88.5 million of money market funds were classified as funds receivable and seller accounts as of December 31, 2022. There were no money market funds classified as funds receivable and seller accounts as of December 31, 2021.
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 December 31, 2022As of December 31, 2021
Carrying ValueFair ValueCarrying ValueFair Value
2021 Notes$989,629 $863,300 $987,729 $1,165,519 
2020 Notes644,431 646,230 643,237 $862,774 
2019 Notes645,536 998,361 644,390 1,644,869 
2018 Notes (1)44 145 62 375 
$2,279,640 $2,508,036 $2,275,418 $3,673,537 
(1)Contemporaneously with the partial repurchase of the 2018 Notes in the third quarter of 2020, the Company agreed with the counterparties to the associated capped call instrument (the “2018 Capped Call Transactions”) that the 2018 Capped Call Transactions would remain outstanding with a maturity of March 2023 and there was no exchange of any consideration for such agreement. See “Note 12—Debt” for more information on the Company’s capped call transactions.
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value
The table below shows the gross unrealized loss and fair value of the following investments in available-for-sale debt securities that are classified by the length of time that the securities have been in a continuous unrealized loss position at December 31, 2022 (in thousands):
 Gross
Unrealized
Holding
Loss
Fair Value
Less than 12 months in a continuous unrealized loss position
Corporate bonds$(281)$70,469 
U.S. Government securities(265)51,075 
$(546)$121,544 
12 months or longer in a continuous unrealized loss position
Corporate bonds$(1,448)$50,102 
U.S. Government securities(159)7,442 
$(1,607)$57,544 
v3.22.4
Property and Equipment (Tables)
12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment consisted of the following as of the dates indicated (in thousands):
  As of December 31,
 Estimated useful lives20222021
Computer equipment3 years$12,820 $8,037 
Furniture and equipment
2 - 4 years
11,398 7,170 
Leasehold improvementsShorter of life of asset or lease term56,095 48,145 
Construction in progressNot applicable419 10,835 
BuildingLease term133,063 133,063 
Website development and internal-use software
3 - 5 years
240,138 224,855 
453,933 432,105 
Less: Accumulated depreciation and amortization204,189 157,043 
$249,744 $275,062 
v3.22.4
Leases (Tables)
12 Months Ended
Dec. 31, 2022
Leases [Abstract]  
Schedule of Lease Expense, Weighted Averages and Supplemental Cash Flow Information
For the years ended December 31, 2022, 2021, and 2020, the elements of lease expense were as follows (in thousands): 
Year Ended  
December 31,
202220212020
Operating lease cost$8,251 $6,320 $5,847 
Finance lease cost:
Amortization of right-of-use assets7,174 9,139 10,190 
Interest on lease liabilities5,392 3,044 2,576 
Total finance lease cost12,566 12,183 12,766 
Other lease cost, net (1)1,220 1,193 1,322 
Total lease cost$22,037 $19,696 $19,935 
(1)Other lease cost, net includes short-term lease costs and variable lease costs.
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets (in thousands):
As of December 31,
20222021
Operating leases:
Other assets$38,784 $45,951 
Other current liabilities$4,233 $4,018 
Other liabilities38,085 43,746 
Total operating lease liabilities$42,318 $47,764 
Finance leases:
Property and equipment, net$102,169 $109,131 
Finance lease obligations—current$4,731 $2,418 
Finance lease obligations—net of current portion105,699 110,283 
Total finance lease liabilities$110,430 $112,701 

The following table summarizes the weighted average remaining lease term and weighted average discount rate as of December 31, 2022 and 2021:
As of December 31,
20222021
Weighted average remaining lease term:
Operating leases14.54 years14.67 years
Finance leases16.49 years17.41 years
Weighted average discount rate:
Operating leases4.54 %4.46 %
Finance leases4.73 %4.72 %
Schedule of Cash Flow Activities, Lessee
Supplemental cash flow information related to leases was as follows (in thousands):
Year Ended  
December 31,
202220212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used in operating leases$(7,871)$(6,442)$(5,519)
Operating cash flows used in finance leases(5,387)(3,025)(2,551)
Finance cash flows used in finance leases(6,307)(8,864)(9,211)
Schedule of Future Minimum Operating Lease Payments
Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$5,783 $9,036 
20246,190 10,999 
20255,428 10,760 
2026778 100 
2027272 882 
Thereafter41,565 134,997 
Total future minimum lease payments (1)60,016 166,774 
Less:
Imputed interest17,698 56,344 
Total$42,318 $110,430 
(1)In the fourth quarter of 2021, the Company entered into a First Amendment to Lease (the “First Amendment”) related to the Company’s corporate headquarters in Brooklyn, New York, a portion of which is accounted for as a finance lease and a portion as an operating lease. The First Amendment extended the expiration of the term of the lease from July 31, 2026 to July 31, 2039. The First Amendment includes a tenant allowance, a portion of which became available beginning in April 2022, rent concessions that become available beginning in 2026, and escalating commitments each contract year between 2028 and 2038, which are reflected in the future minimum lease payments.
Schedule of Future Minimum Finance Lease Payments
Future minimum lease payments under non-cancelable leases as of December 31, 2022 were as follows (in thousands):
Operating LeasesFinance Leases
2023$5,783 $9,036 
20246,190 10,999 
20255,428 10,760 
2026778 100 
2027272 882 
Thereafter41,565 134,997 
Total future minimum lease payments (1)60,016 166,774 
Less:
Imputed interest17,698 56,344 
Total$42,318 $110,430 
(1)In the fourth quarter of 2021, the Company entered into a First Amendment to Lease (the “First Amendment”) related to the Company’s corporate headquarters in Brooklyn, New York, a portion of which is accounted for as a finance lease and a portion as an operating lease. The First Amendment extended the expiration of the term of the lease from July 31, 2026 to July 31, 2039. The First Amendment includes a tenant allowance, a portion of which became available beginning in April 2022, rent concessions that become available beginning in 2026, and escalating commitments each contract year between 2028 and 2038, which are reflected in the future minimum lease payments.
v3.22.4
Accrued Expenses (Tables)
12 Months Ended
Dec. 31, 2022
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
Accrued expenses consisted of the following as of the dates indicated (in thousands):
As of December 31,
20222021
Pass-through marketplace tax collection obligation$129,591 $136,360 
Vendor accruals127,791 115,593 
Employee compensation-related liabilities63,718 66,477 
Taxes payable10,134 9,688 
Total accrued expenses$331,234 $328,118 
v3.22.4
Debt (Tables)
12 Months Ended
Dec. 31, 2022
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 December 31, 2022
2021 Notes2020 Notes2019 Notes2018 NotesTotal
Principal$1,000,000 $650,000 $649,932 $44 $2,299,976 
Unamortized debt issuance costs10,371 5,569 4,396 — 20,336 
Net carrying value$989,629 $644,431 $645,536 $44 $2,279,640 
As of December 31, 2021
2021 Notes2020 Notes2019 Notes2018 NotesTotal
Principal$1,000,000 $650,000 $649,958 $62 $2,300,020 
Unamortized debt issuance costs12,271 6,763 5,568 — 24,602 
Net carrying value$987,729 $643,237 $644,390 $62 $2,275,418 
Schedule of Maturities of Convertible Notes
The Notes will mature at their maturity date unless earlier converted, redeemed or repurchased. The terms of the Notes are summarized below:
Convertible NotesMaturity DateContractual Convertibility Date (1)Initial Conversion Rate per $1,000 Principal (2)Initial Conversion PriceAnnual Effective Interest Rate
2021 NotesJune 15, 2028February 15, 20284.0518 $246.80 0.4 %
2020 NotesSeptember 1, 2027May 1, 20275.0007 199.97 0.3 %
2019 NotesOctober 1, 2026June 1, 202611.4040 87.69 0.3 %
2018 NotesMarch 1, 2023November 1, 202227.5691 36.27 — %
(1)During any calendar quarter preceding the respective contractual 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 December 31, 2022, holders of the remaining 2019 Notes and 2018 Notes are eligible to convert their 2019 Notes and 2018 Notes, and holders of the 2021 Notes and 2020 Notes are not eligible to convert their 2021 Notes and 2020 Notes respectively, during the first quarter of 2023.
(2)The initial conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock.
Schedule of Interest Expense
Interest expense related to each of the Notes for the periods presented below was as follows (in thousands):

Year Ended  
December 31,
Convertible Notes202220212020
2021 Notes$4,400 $2,411 $— 
2020 Notes$2,006 $2,006 $6,741 
2019 Notes$1,985 $1,985 $21,441 
2018 Notes$— $44 $10,987 
Total interest expense (1)$8,391 $6,446 $39,169 
(1)Total interest expense for the year ended December 31, 2022 and 2021 consisted of coupon interest and amortization of debt issuance costs, as there is no amortization of the debt discount since January 1, 2021 due to the adoption of ASU 2020-06 as of January 1, 2021.
Schedule of Capped Call Transactions
The initial terms of the Company’s Capped Call Transactions are presented below:
Capped Call TransactionsMaturity DateInitial Cap Price per ShareCap Price Premium
2021 Capped Call TransactionsJune 15, 2028$340.42 100 %
2020 Capped Call TransactionsSeptember 1, 2027327.83150 %
2019 Capped Call TransactionsOctober 1, 2026148.63150 %
2018 Capped Call TransactionsMarch 1, 202352.76100 %
v3.22.4
Commitments and Contingencies (Tables)
12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
Summary of Purchase Obligations
The Company’s future payments under purchase obligations as of December 31, 2022 were as follows (in thousands):
Purchase Obligations
Periods ending
2023$61,319 
2024115,148 
2025132,310 
202671,295 
20271,295 
Thereafter6,969 
Total purchase obligations$388,336 
v3.22.4
Stockholders' Equity (Tables)
12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
Summary of Activity of Shares Repurchases
The following table summarizes the Company’s stock repurchase activity related to the programs noted above:
Shares RepurchasedAverage Price Paid per Share (1)
Repurchases of common stock for the year ended December 31, 20223,958,155 107.56 
Repurchases of common stock for the year ended December 31, 2021554,718 221.33 
Repurchases of common stock for the year ended December 31, 20201,161,947 88.20 
(1)Average price paid per share excludes broker commissions.
v3.22.4
Stock-based Compensation (Tables)
12 Months Ended
Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]  
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions
The fair value of options granted in the periods indicated using the Black-Scholes pricing model has been based on the following assumptions:
 Year Ended  
December 31,
 202220212020
Expected Volatility
62.5%
43.4% - 57.4%
38.9% - 41.7%
Risk-free interest rate
3.4%
0.8% - 1.2%
0.3% - 1.7%
Expected term (in years)
4.6
4.6 - 6.2
5.5 - 6.2
Schedule of Share-based Compensation, Stock Options, Activity
The following table summarizes the activity for the Company’s options (in thousands, except share and per share amounts):
SharesWeighted-Average
Exercise Price
Weighted-Average
Remaining Contract
Term (in years)
Aggregate
Intrinsic Value
Outstanding at December 31, 20196,294,919 $16.26 7.24$185,900 
Granted654,296 46.38 
Exercised(1,834,773)13.80 
Forfeited/Canceled(14,490)32.15 
Outstanding at December 31, 20205,099,952 20.97 6.81800,453 
Granted198,193 218.93 
Exercised(994,456)22.83 
Forfeited/Canceled(29,964)47.86 
Outstanding at December 31, 20214,273,725 29.52 5.99810,321 
Granted9,916 76.05 
Exercised(816,620)18.40 
Forfeited/Canceled(10,704)126.22 
Outstanding at December 31, 20223,456,317 31.99 5.06322,230 
Total exercisable at December 31, 20223,041,998 23.07 4.74301,224 
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value
The following table summarizes the weighted-average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested in periods indicated (in thousands, except per share amounts):
 Year Ended December 31,
 202220212020
Weighted average grant date fair value of options granted$40.84 $95.00 $18.18 
Intrinsic value of options exercised87,892 206,709 151,785 
Fair value of awards vested195,929 96,592 60,622 
Summary of the Activity of Unvested RSUs
The following table summarizes the activity for the Company’s unvested RSUs, which includes Financial PBRSUs and TSR PBRSUs:
SharesWeighted-Average
Fair Value
Unvested at December 31, 20192,960,413 $40.61 
Granted1,712,587 54.19 
Vested(1,369,271)35.36 
Forfeited/Canceled(217,742)43.27 
Unvested at December 31, 20203,085,987 50.28 
Granted (1)2,136,685 208.84
Vested(1,400,241)59.80
Forfeited/Canceled(315,710)108.22
Unvested at December 31, 20213,506,721 137.87
Granted 5,226,948 119.83
Vested(1,670,084)110.53
Forfeited/Canceled(669,799)154.06
Unvested at December 31, 20226,393,786 128.37
(1)Includes RSU awards issued to Depop and Elo7 employees in connection with the acquisitions in the third quarter of 2021.
Schedule of Share-based Compensation, Allocation of Recognized Period Costs
Stock-based compensation expense included in the Consolidated Statements of Operations is as follows (in thousands):
 Year Ended  
December 31,
 202220212020
Cost of revenue$23,283 $13,085 $7,731 
Marketing19,571 11,339 5,184 
Product development124,559 58,900 33,030 
General and administrative63,475 56,586 19,169 
Stock-based compensation expense$230,888 $139,910 $65,114 
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Revenue Recognition (Details)
$ in Millions
3 Months Ended 9 Months Ended 12 Months Ended
Apr. 10, 2022
Dec. 31, 2022
Dec. 31, 2022
USD ($)
$ / item
Disaggregation of Revenue [Line Items]      
Revenue recognized in the period | $     $ 12.3
Marketplace Revenue      
Disaggregation of Revenue [Line Items]      
Listing fee per item | $ / item     0.20
Period over which listing fee is recognized     4 months
Fee for each completed transaction, percent 5.00% 6.50%  
Marketplace Revenue | Reverb      
Disaggregation of Revenue [Line Items]      
Fee for each completed transaction, percent     5.00%
Marketplace Revenue | Elo7      
Disaggregation of Revenue [Line Items]      
Fee for each completed transaction, percent     7.00%
Marketplace Revenue | Depop      
Disaggregation of Revenue [Line Items]      
Fee for each completed transaction, percent     10.00%
Offsite Advertising | Minimum      
Disaggregation of Revenue [Line Items]      
Direct checkout fees, percent     12.00%
Offsite Advertising | Maximum      
Disaggregation of Revenue [Line Items]      
Direct checkout fees, percent     15.00%
Etsy Payments Processing Fees | Minimum      
Disaggregation of Revenue [Line Items]      
Direct checkout fees, percent     3.00%
Etsy Payments Processing Fees | Maximum      
Disaggregation of Revenue [Line Items]      
Direct checkout fees, percent     4.50%
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Marketing (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]      
Advertising expense $ 581.1 $ 559.3 $ 442.2
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details)
12 Months Ended
Dec. 31, 2022
Stock options  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award requisite service period 4 years
Restricted stock units  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Award requisite service period 4 years
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Segment Data (Details)
12 Months Ended
Dec. 31, 2022
segment
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of operating segments 4
Number of reportable segments 1
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Cash, Cash Equivalents and Short- and Long-term Investments (Details)
Dec. 31, 2022
Weighted Average  
Debt Securities, Available-for-sale [Line Items]  
Available-for-sale debt securities, investment maturity 12 months
Maximum  
Debt Securities, Available-for-sale [Line Items]  
Available-for-sale debt securities, investment maturity 37 months
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Restricted Cash and Cash Equivalents Items [Line Items]        
Restricted cash $ 5,341 $ 5,341 $ 5,341 $ 5,341
Office Building        
Restricted Cash and Cash Equivalents Items [Line Items]        
Restricted cash $ 5,300 $ 5,300    
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Fair Value of Financial Instruments (Details) - Convertible Debt
Jun. 30, 2021
Aug. 31, 2020
Sep. 30, 2019
2020 Notes      
Debt Instrument [Line Items]      
Debt instrument, interest rate, stated percentage   0.125%  
2019 Notes      
Debt Instrument [Line Items]      
Debt instrument, interest rate, stated percentage     0.125%
2021 Notes      
Debt Instrument [Line Items]      
Debt instrument, interest rate, stated percentage 0.25%    
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Allowance Activity (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Accounts Receivable, Allowance for Credit Loss [Roll Forward]      
Balance as of the beginning of period $ 7,730 $ 9,757 $ 5,033
Provision for expected credit losses 12,464 16,031 15,033
Amounts written off, net of recoveries (11,891) (18,058) (10,309)
Balance as of the end of period $ 8,303 $ 7,730 $ 9,757
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Website Development and Internal-use Software Costs (Details) - Developed technology
12 Months Ended
Dec. 31, 2022
Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 3 years
Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 5 years
v3.22.4
Basis of Presentation and Summary of Significant Accounting Policies - Goodwill and Impairment of Long-Lived Assets (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Finite-Lived Intangible Assets [Line Items]        
Number of operating segments | segment   4    
Number of reportable segments | segment   1    
Impairment of finite-lived intangible assets and other long-lived assets   $ 0 $ 0 $ 0
Elo7        
Finite-Lived Intangible Assets [Line Items]        
Impairment of finite-lived intangible assets and other long-lived assets $ 0      
Depop        
Finite-Lived Intangible Assets [Line Items]        
Impairment of finite-lived intangible assets and other long-lived assets $ 0      
v3.22.4
Revenue (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Disaggregation of Revenue [Line Items]      
Revenue $ 2,566,111 $ 2,329,114 $ 1,725,625
Marketplace revenue      
Disaggregation of Revenue [Line Items]      
Revenue 1,910,887 1,745,824 1,303,126
Services revenue      
Disaggregation of Revenue [Line Items]      
Revenue $ 655,224 $ 583,290 $ 422,499
v3.22.4
Income Taxes - Domestic and Foreign Components of Income Before Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
United States $ 225,685 $ 274,354 $ 206,481
International (887,663) 197,300 159,228
(Loss) income before income taxes $ (661,978) $ 471,654 $ 365,709
v3.22.4
Income Taxes - Income Tax Benefit (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Current:      
U.S. Federal $ 46,700 $ 23,118 $ 4,854
U.S. State 16,036 12,754 3,953
International 24,877 31,227 5,455
Total current 87,613 67,099 14,262
Deferred:      
U.S. Federal (18,753) (53,328) (7,684)
U.S. State (7,866) (14,843) (4,543)
International (28,684) (20,781) 14,428
Total deferred (55,303) (88,952) 2,201
Total income tax provision (benefit) $ 32,310 $ (21,853) $ 16,463
v3.22.4
Income Taxes - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Income Tax Disclosure [Abstract]        
Income tax (benefit) provision $ 32,310 $ (21,853) $ 16,463  
Effective income tax rate (4.90%) (4.60%) 4.50%  
Unrecognized tax benefits $ 35,158 $ 28,842 $ 23,738 $ 19,933
Unrecognized tax benefits that would impact effective tax rate favorably 34,100      
Reduction of gross unrecognized tax benefits that is reasonably possible in the next 12 months $ 2,100      
v3.22.4
Income Taxes - Reconciliation of the Income Tax Benefit at the U.S. Federal Statutory Income Tax Rate (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Income Tax Disclosure [Abstract]      
Income tax (benefit) provision at the federal statutory rate $ (139,015) $ 99,047 $ 76,799
State and local income taxes, net of federal benefit 10,516 11,134 7,693
Foreign income tax rate differential (89,903) (26,215) (13,193)
Stock-based compensation (12,863) (83,207) (45,391)
Research and development credit (19,603) (23,396) (15,156)
U.S. tax on foreign earnings, net of foreign income deduction 3,588 (5,155) 3,923
Non-deductible acquisition costs 1,204 5,643 0
Non-deductible goodwill impairment 274,492 0 0
Other 3,894 296 1,788
Total income tax provision (benefit) $ 32,310 $ (21,853) $ 16,463
v3.22.4
Income Taxes - Significant Component of Deferred Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Deferred tax assets:    
Net operating loss carryforwards $ 66,410 $ 48,689
Research and development credit carryforwards 0 367
Capitalized research expenses 63,901 5,036
Convertible debt 40,159 47,142
Depreciation 7,051 42,019
Lease liability 33,253 35,871
Stock-based compensation expense 25,151 19,319
Accrued bonus 9,478 11,850
Excess tax basis in intangible assets 1,924 1,585
Other deferred tax assets 13,443 14,651
Total deferred tax assets 260,770 226,529
Less: valuation allowance 3,524 1,834
Total net deferred tax asset 257,246 224,695
Deferred tax liabilities:    
Excess book basis in intangible assets (147,790) (173,097)
Right-of-use asset (31,864) (34,612)
Other deferred tax liabilities (821) (607)
Total deferred tax liabilities (180,475) (208,316)
Net deferred tax assets $ 76,771 $ 16,379
v3.22.4
Income Taxes - Summary of Tax Credit Carryforwards and Operating Loss Carryforwards (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Domestic Tax Authority  
Operating Loss Carryforwards [Line Items]  
Tax credit carryforwards $ 1,289
State and Local Jurisdiction  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards 5,789
Foreign Tax Authority  
Operating Loss Carryforwards [Line Items]  
Operating loss carryforwards $ 257,006
v3.22.4
Income Taxes - Summary of Valuation Allowance Activity (Details) - Valuation Allowance of Deferred Tax Assets - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance as of the beginning of period $ 1,834 $ 1,398 $ 883
Additions charged to expense 1,796 580 506
Deletions credited to expense 0 (112) (101)
Currency translation and other balance sheet activity (106) (32) 110
Balance as of the end of period $ 3,524 $ 1,834 $ 1,398
v3.22.4
Income Taxes - Summary of Unrecognized Tax Benefits Activity (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]      
Balance as of the beginning of period $ 28,842 $ 23,738 $ 19,933
Additions based on tax positions related to the current year 5,206 5,024 2,507
Additions for tax positions of prior years 1,754 122 1,576
Reductions for tax provisions of prior years (509) 0 (278)
Settlements (107) 0 0
Currency translation (28) (42) 0
Balance as of the end of period $ 35,158 $ 28,842 $ 23,738
v3.22.4
Net (Loss) Income Per Share- Calculation of Basic and Diluted Net Income Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Numerator:      
Net (loss) income $ (694,288) $ 493,507 $ 349,246
Add back interest expense, net of tax attributable to assumed conversion of convertible senior notes 0 4,900 17,880
Net (loss) income attributable to common stockholders—diluted $ (694,288) $ 498,407 $ 367,126
Denominator:      
Weighted average common shares outstanding—basic (in shares) 126,778,626 127,224,974 121,251,588
Weighted average common shares outstanding—diluted (in shares) 126,778,626 146,683,324 136,414,592
Net income per share attributable to common stockholders—basic (in dollars per shares) $ (5.48) $ 3.88 $ 2.88
Net income per share attributable to common stockholders—diluted (in dollars per share) $ (5.48) $ 3.40 $ 2.69
Common Stock      
Denominator:      
Dilutive effect of assumed conversion (in shares) 0 4,149,248 4,492,550
Restricted stock units      
Denominator:      
Dilutive effect of assumed conversion (in shares) 0 1,995,336 2,046,981
Convertible senior notes      
Denominator:      
Dilutive effect of assumed conversion of convertible senior notes 0 13,313,766 8,623,473
v3.22.4
Net (Loss) Income Per Share - Summary of Shares Excluded from the Calculation of Diluted Net Income Per Share (Details) - shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities excluded from computation of earnings per share (in shares) 22,924,462 733,716 8,629,553
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities excluded from computation of earnings per share (in shares) 3,127,333 149,683 3,711
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities excluded from computation of earnings per share (in shares) 5,081,194 584,033 71
Convertible senior notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Anti-dilutive securities excluded from computation of earnings per share (in shares) 14,715,935 0 8,625,771
v3.22.4
Business Combinations - Narrative (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jul. 12, 2021
Jul. 02, 2021
Dec. 31, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]            
Cash consideration paid       $ 0 $ 1,699,974 $ 0
Revenue       2,566,111 2,329,114 1,725,625
Net loss       694,288 (493,507) (349,246)
Depop            
Business Acquisition [Line Items]            
Fair value of consideration transferred $ 1,493,000          
Cash consideration paid 1,489,000          
Precombination service awards, replacement awards $ 4,800          
Elo7            
Business Acquisition [Line Items]            
Fair value of consideration transferred   $ 212,100        
Cash consideration paid   211,300        
Precombination service awards, replacement awards   $ 800        
Depop And Elo7            
Business Acquisition [Line Items]            
Revenue     $ 36,700      
Net loss     $ 59,100      
Acquisition-related expenses       $ 2,800 36,700  
Pro forma net loss         (492,732) (319,669)
Depop And Elo7 | Acquisition-related Costs            
Business Acquisition [Line Items]            
Pro forma net loss         $ 60,100 $ (2,400)
v3.22.4
Business Combinations - Purchase Price Allocation (Details) - USD ($)
$ in Thousands
12 Months Ended
Jul. 12, 2021
Jul. 02, 2021
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]          
Goodwill     $ 137,724 $ 1,371,064 $ 140,810
Developed technology | Minimum          
Business Acquisition [Line Items]          
Estimated useful lives     3 years    
Developed technology | Maximum          
Business Acquisition [Line Items]          
Estimated useful lives     5 years    
Depop          
Business Acquisition [Line Items]          
Current assets $ 4,288        
Goodwill 1,118,855        
Current liabilities (18,878)        
Non-current liabilities (27,957)        
Deferred tax liability, net (78,872)        
Total purchase price 1,492,823        
Depop | Trademark          
Business Acquisition [Line Items]          
Finite-lived intangibles $ 249,820        
Estimated useful lives 20 years        
Depop | Customer relationships          
Business Acquisition [Line Items]          
Finite-lived intangibles $ 148,504        
Estimated useful lives 13 years        
Depop | Property and equipment other          
Business Acquisition [Line Items]          
Property and equipment $ 1,299        
Depop | Property and equipment other | Minimum          
Business Acquisition [Line Items]          
Estimated useful lives 2 years        
Depop | Property and equipment other | Maximum          
Business Acquisition [Line Items]          
Estimated useful lives 5 years        
Depop | Developed technology          
Business Acquisition [Line Items]          
Property and equipment $ 95,764        
Estimated useful lives 5 years        
Elo7          
Business Acquisition [Line Items]          
Current assets   $ 2,721      
Goodwill   157,187      
Non-current assets   2,412      
Current liabilities   (3,406)      
Non-current liabilities   (2,691)      
Deferred tax liability, net   (22,727)      
Total purchase price   212,141      
Elo7 | Trademark          
Business Acquisition [Line Items]          
Finite-lived intangibles   $ 22,187      
Estimated useful lives   15 years      
Elo7 | Customer relationships          
Business Acquisition [Line Items]          
Finite-lived intangibles   $ 44,374      
Estimated useful lives   15 years      
Elo7 | Developed technology          
Business Acquisition [Line Items]          
Property and equipment   $ 12,084      
Estimated useful lives   5 years      
v3.22.4
Business Combinations - Unaudited Supplemental Pro Forma Information (Details) - Depop And Elo7 - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2021
Dec. 31, 2020
Business Acquisition [Line Items]    
Revenue $ 2,373,592 $ 1,801,690
Net income $ 492,732 $ 319,669
v3.22.4
Goodwill and Intangible Assets - Summary of Changes in the Carrying Amount of Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Goodwill [Roll Forward]      
Balance as of the beginning of the period $ 1,371,064 $ 140,810  
Business combinations 0 1,276,042  
Impairment (1,045,022) 0 $ 0
Foreign currency translation adjustments (188,318) (45,788)  
Balance as of the end of the period $ 137,724 $ 1,371,064 $ 140,810
v3.22.4
Goodwill and Intangible Assets - Narrative (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Sep. 30, 2022
USD ($)
reporting_unit
Dec. 31, 2022
USD ($)
segment
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Finite-Lived Intangible Assets [Line Items]        
Number of operating segments | segment   4    
Goodwill impairment   $ 1,045,022 $ 0 $ 0
Impairment of finite-lived intangible assets and other long-lived assets   0 0 0
Number of reporting units | reporting_unit 4      
Amortization expense of intangible assets   $ 41,300 $ 28,400 $ 15,200
Elo7        
Finite-Lived Intangible Assets [Line Items]        
Goodwill impairment $ 147,100      
Impairment of finite-lived intangible assets and other long-lived assets 0      
Depop        
Finite-Lived Intangible Assets [Line Items]        
Goodwill impairment 897,900      
Impairment of finite-lived intangible assets and other long-lived assets 0      
Etsy And Reverb        
Finite-Lived Intangible Assets [Line Items]        
Goodwill impairment $ 0      
Number of reporting units | reporting_unit 2      
v3.22.4
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]    
Gross book value $ 627,585 $ 660,322
Accumulated amortization (92,179) (53,152)
Total amortization expense $ 535,406 $ 607,170
Weighted-Average Remaining Life (in years) 14 years 2 months 12 days 15 years 2 months 12 days
Trademark    
Finite-Lived Intangible Assets [Line Items]    
Gross book value $ 318,489 $ 342,753
Accumulated amortization (35,873) (18,817)
Total amortization expense $ 282,616 $ 323,936
Weighted-Average Remaining Life (in years) 16 years 8 months 12 days 17 years 9 months 18 days
Customer relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross book value $ 265,429 $ 278,311
Accumulated amortization (39,808) (21,243)
Total amortization expense $ 225,621 $ 257,068
Weighted-Average Remaining Life (in years) 11 years 10 months 24 days 12 years 10 months 24 days
Referral agreement    
Finite-Lived Intangible Assets [Line Items]    
Gross book value $ 34,050 $ 36,109
Accumulated amortization (15,404) (12,677)
Total amortization expense $ 18,646 $ 23,432
Weighted-Average Remaining Life (in years) 5 years 6 months 6 years 6 months
Patent licenses    
Finite-Lived Intangible Assets [Line Items]    
Gross book value $ 9,617 $ 3,149
Accumulated amortization (1,094) (415)
Total amortization expense $ 8,523 $ 2,734
Weighted-Average Remaining Life (in years) 9 years 10 months 24 days 5 years 7 months 6 days
v3.22.4
Goodwill and Intangible Assets - Summary of Future Amortization Expense for Intangible Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]    
2023 $ 41,134  
2024 41,123  
2025 41,123  
2026 40,802  
2027 40,734  
Thereafter 330,490  
Total amortization expense $ 535,406 $ 607,170
v3.22.4
Segment and Geographic Information - Narrative (Details)
12 Months Ended
Dec. 31, 2022
segment
Segment Reporting [Abstract]  
Number of operating segments 4
Number of reportable segments 1
v3.22.4
Segment and Geographic Information - Schedules of Segment and Geographic Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Revenue, Major Customer [Line Items]      
Revenue $ 2,566,111 $ 2,329,114 $ 1,725,625
United States      
Revenue, Major Customer [Line Items]      
Revenue 1,429,650 1,393,637 1,150,725
United Kingdom      
Revenue, Major Customer [Line Items]      
Revenue 343,788 329,203 195,827
All Other      
Revenue, Major Customer [Line Items]      
Revenue $ 792,673 $ 606,274 $ 379,073
v3.22.4
Fair Value Measurements - Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost $ 758,873 $ 855,409
Gross Unrealized Holding Loss (2,439) (557)
Gross Unrealized Holding Gain 38 23
Fair Value 756,472 854,875
Cash and Cash Equivalents 388,446 565,425
Short-term investments 250,413 204,416
Long-term Investments 29,137 85,034
Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Gross Unrealized Holding Loss   (14)
Gross Unrealized Holding Gain   1
Fair Value   25,222
Fair Value, Inputs, Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 527,834 616,738
Gross Unrealized Holding Loss (424) (55)
Gross Unrealized Holding Gain 4 11
Fair Value 527,414 616,694
Cash and Cash Equivalents 377,309 556,427
Short-term investments 61,629 52,632
Long-term Investments 0 7,635
Fair Value, Inputs, Level 1 | Money Market Funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 462,866 556,427
Gross Unrealized Holding Loss 0 0
Gross Unrealized Holding Gain 0 0
Fair Value 462,866 556,427
Cash and Cash Equivalents 374,314 556,427
Short-term investments 76 0
Long-term Investments 0 0
Funds receivable and seller accounts 88,500 0
Fair Value, Inputs, Level 1 | U.S. Government securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 64,968 60,311
Gross Unrealized Holding Loss (424) (55)
Gross Unrealized Holding Gain 4 11
Fair Value 64,548 60,267
Cash and Cash Equivalents 2,995 0
Short-term investments 61,553 52,632
Long-term Investments 0 7,635
Fair Value, Inputs, Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 231,039 238,671
Gross Unrealized Holding Loss (2,015) (502)
Gross Unrealized Holding Gain 34 12
Fair Value 229,058 238,181
Cash and Cash Equivalents 11,137 8,998
Short-term investments 188,784 151,784
Long-term Investments 29,137 77,399
Fair Value, Inputs, Level 2 | U.S. agency securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 10,053  
Gross Unrealized Holding Loss (1)  
Gross Unrealized Holding Gain 3  
Fair Value 10,055  
Cash and Cash Equivalents 0  
Short-term investments 10,055  
Long-term Investments 0  
Fair Value, Inputs, Level 2 | Certificate of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 40,915 20,709
Gross Unrealized Holding Loss (184) (7)
Gross Unrealized Holding Gain 7 1
Fair Value 40,738 20,703
Cash and Cash Equivalents 5,471 0
Short-term investments 35,267 20,703
Long-term Investments 0 0
Fair Value, Inputs, Level 2 | Commercial paper    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 57,777 25,235
Gross Unrealized Holding Loss (101)  
Gross Unrealized Holding Gain 18  
Fair Value 57,694  
Cash and Cash Equivalents 4,454 8,998
Short-term investments 53,240 16,224
Long-term Investments 0 0
Fair Value, Inputs, Level 2 | Corporate bonds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cost 122,294 192,727
Gross Unrealized Holding Loss (1,729) (481)
Gross Unrealized Holding Gain 6 10
Fair Value 120,571 192,256
Cash and Cash Equivalents 1,212 0
Short-term investments 90,222 114,857
Long-term Investments $ 29,137 $ 77,399
v3.22.4
Fair Value Measurements - Narrative (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Gross Unrealized Holding Loss $ 1,607 $ 0
Fair Value $ 57,544 $ 0
Minimum    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities, investment maturity 12 months  
Maximum    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Available-for-sale debt securities, investment maturity 37 months  
v3.22.4
Fair Value Measurements - Schedule of Unrealized Loss and Fair Value of Debt Securities Available-for-Sale (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Less than 12 months in a continuous unrealized loss position    
Gross Unrealized Holding Loss $ (546)  
Fair Value 121,544  
12 months or longer in a continuous unrealized loss position    
Gross Unrealized Holding Loss (1,607) $ 0
Fair Value 57,544 $ 0
Corporate bonds    
Less than 12 months in a continuous unrealized loss position    
Gross Unrealized Holding Loss (281)  
Fair Value 70,469  
12 months or longer in a continuous unrealized loss position    
Gross Unrealized Holding Loss (1,448)  
Fair Value 50,102  
U.S. Government securities    
Less than 12 months in a continuous unrealized loss position    
Gross Unrealized Holding Loss (265)  
Fair Value 51,075  
12 months or longer in a continuous unrealized loss position    
Gross Unrealized Holding Loss (159)  
Fair Value $ 7,442  
v3.22.4
Fair Value Measurements - Schedule of Estimated Fair Value Liability Component (Details) - Fair Value, Inputs, Level 2 - Convertible Debt - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Carrying Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value $ 2,279,640 $ 2,275,418
Carrying Value | 2021 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 989,629 987,729
Carrying Value | 2020 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 644,431 643,237
Carrying Value | 2019 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 645,536 644,390
Carrying Value | 2018 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 44 62
Fair Value    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 2,508,036 3,673,537
Fair Value | 2021 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 863,300 1,165,519
Fair Value | 2020 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 646,230 862,774
Fair Value | 2019 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value 998,361 1,644,869
Fair Value | 2018 Notes    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Long-term debt, fair value $ 145 $ 375
v3.22.4
Property and Equipment - Summary of Property and Equipment (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 453,933 $ 432,105
Less: Accumulated depreciation and amortization 204,189 157,043
Property and equipment, net $ 249,744 275,062
Computer equipment    
Property, Plant and Equipment [Line Items]    
Estimated useful lives 3 years  
Property and equipment, gross $ 12,820 8,037
Furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 11,398 7,170
Furniture and equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated useful lives 2 years  
Furniture and equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated useful lives 4 years  
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 56,095 48,145
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 419 10,835
Building    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 133,063 133,063
Website development and internal-use software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 240,138 $ 224,855
Website development and internal-use software | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated useful lives 3 years  
Website development and internal-use software | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated useful lives 5 years  
v3.22.4
Property and Equipment - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Property, Plant and Equipment [Line Items]      
Depreciation $ 55.5 $ 45.8 $ 43.0
Developed technology      
Property, Plant and Equipment [Line Items]      
Amortization expense $ 37.3 $ 30.0 $ 22.6
v3.22.4
Leases - Elements of Lease Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating lease cost $ 8,251 $ 6,320 $ 5,847
Finance lease cost:      
Amortization of right-of-use assets 7,174 9,139 10,190
Interest on lease liabilities 5,392 3,044 2,576
Total finance lease cost 12,566 12,183 12,766
Other lease income, net 1,220 1,193 1,322
Total lease cost $ 22,037 $ 19,696 $ 19,935
v3.22.4
Leases - Lease-related Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Operating leases:    
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Other assets Other assets
Other assets $ 38,784 $ 45,951
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] Other current liabilities Other current liabilities
Other current liabilities $ 4,233 $ 4,018
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] Other liabilities Other liabilities
Other liabilities $ 38,085 $ 43,746
Total operating lease liabilities $ 42,318 $ 47,764
Finance leases:    
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] Property and equipment, net Property and equipment, net
Property and equipment, net $ 102,169 $ 109,131
Finance lease obligations—current 4,731 2,418
Finance lease obligations—net of current portion 105,699 110,283
Total finance lease liabilities $ 110,430 $ 112,701
v3.22.4
Leases - Weighted Average Remaining Lease Term and Weighted Average Discount Rate (Details)
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]    
Weighted average remaining lease term, operating leases 14 years 6 months 14 days 14 years 8 months 1 day
Weighted average remaining lease term, finance leases 16 years 5 months 26 days 17 years 4 months 28 days
Weighted average discount rate, operating leases 4.54% 4.46%
Weighted average discount rate, finance leases 4.73% 4.72%
v3.22.4
Leases - Supplemental Cash Flow Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Leases [Abstract]      
Operating cash flows used in operating leases $ (7,871) $ (6,442) $ (5,519)
Operating cash flows used in finance leases (5,387) (3,025) (2,551)
Finance cash flows used in finance leases $ (6,307) $ (8,864) $ (9,211)
v3.22.4
Leases - Future Minimum Lease Payments Under Non-cancelable Leases (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Operating Leases    
2023 $ 5,783  
2024 6,190  
2025 5,428  
2026 778  
2027 272  
Thereafter 41,565  
Total future minimum lease payments 60,016  
Imputed interest 17,698  
Total operating lease liabilities 42,318 $ 47,764
Finance Leases    
2023 9,036  
2024 10,999  
2025 10,760  
2026 100  
2027 882  
Thereafter 134,997  
Total future minimum lease payments 166,774  
Imputed interest 56,344  
Total finance lease liabilities $ 110,430 $ 112,701
v3.22.4
Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Payables and Accruals [Abstract]    
Pass-through marketplace tax collection obligation $ 129,591 $ 136,360
Vendor accruals 127,791 115,593
Employee compensation-related liabilities 63,718 66,477
Taxes payable 10,134 9,688
Total accrued expenses $ 331,234 $ 328,118
v3.22.4
Debt - Schedule of Debt (Details) - USD ($)
$ in Thousands
Dec. 31, 2022
Dec. 31, 2021
Jun. 30, 2021
Aug. 31, 2020
Sep. 30, 2019
Mar. 31, 2018
Debt Instrument [Line Items]            
Long-term debt, net $ 2,279,640 $ 2,275,418        
Convertible Debt            
Debt Instrument [Line Items]            
Principal 2,299,976 2,300,020        
Unamortized debt issuance costs 20,336 24,602        
Long-term debt, net 2,279,640 2,275,418        
2021 Notes | Convertible Debt            
Debt Instrument [Line Items]            
Principal 1,000,000 1,000,000 $ 1,000,000      
Unamortized debt issuance costs 10,371 12,271        
Long-term debt, net 989,629 987,729        
2020 Notes | Convertible Debt            
Debt Instrument [Line Items]            
Principal 650,000 650,000   $ 650,000    
Unamortized debt issuance costs 5,569 6,763        
Long-term debt, net 644,431 643,237        
2019 Notes | Convertible Debt            
Debt Instrument [Line Items]            
Principal         $ 650,000  
Principal, net of conversion notices 649,932 649,958        
Unamortized debt issuance costs 4,396 5,568        
Long-term debt, net 645,536 644,390        
2018 Notes | Convertible Debt            
Debt Instrument [Line Items]            
Principal           $ 345,000
Principal, net of conversion notices 44 62        
Unamortized debt issuance costs 0 0        
Long-term debt, net $ 44 $ 62        
v3.22.4
Debt - Schedule of Maturities of Convertible Notes (Details) - Convertible Debt
1 Months Ended
Jun. 30, 2021
$ / shares
Aug. 31, 2020
$ / shares
Sep. 30, 2019
$ / shares
Mar. 31, 2018
$ / shares
Dec. 31, 2022
2021 Notes          
Debt Instrument [Line Items]          
Conversion ratio 0.0040518        
Conversion price (in dollars per share) $ 246.80        
Effective interest rate         0.40%
2020 Notes          
Debt Instrument [Line Items]          
Conversion ratio   0.0050007      
Conversion price (in dollars per share)   $ 199.97      
Effective interest rate         0.30%
2019 Notes          
Debt Instrument [Line Items]          
Conversion ratio     0.0114040    
Conversion price (in dollars per share)     $ 87.69    
Effective interest rate         0.30%
2018 Notes          
Debt Instrument [Line Items]          
Conversion ratio       0.0275691  
Conversion price (in dollars per share)       $ 36.27  
Effective interest rate         0.00%
v3.22.4
Debt - Schedule of Interest Expense (Details) - Convertible Debt - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Debt Instrument [Line Items]      
Total interest expense $ 8,391 $ 6,446 $ 39,169
2021 Notes      
Debt Instrument [Line Items]      
Total interest expense 4,400 2,411 0
2020 Notes      
Debt Instrument [Line Items]      
Total interest expense 2,006 2,006 6,741
2019 Notes      
Debt Instrument [Line Items]      
Total interest expense 1,985 1,985 21,441
2018 Notes      
Debt Instrument [Line Items]      
Total interest expense $ 0 $ 44 $ 10,987
v3.22.4
Debt - Schedule of Capped Call Transactions (Details) - Convertible Debt - $ / shares
Jun. 08, 2021
Aug. 19, 2020
Sep. 18, 2019
Mar. 08, 2018
Aug. 31, 2020
Sep. 30, 2019
Mar. 31, 2018
2021 Capped Call Transactions              
Debt Instrument [Line Items]              
Transaction price cap (in dollars per share) $ 340.42            
Cap premium percentage over reported sales price 100.00%            
2020 Capped Call Transactions              
Debt Instrument [Line Items]              
Transaction price cap (in dollars per share)         $ 327.83    
Cap premium percentage over reported sales price   150.00%          
2019 Capped Call Transactions              
Debt Instrument [Line Items]              
Transaction price cap (in dollars per share)           $ 148.63  
Cap premium percentage over reported sales price     150.00%        
2018 Capped Call Transactions              
Debt Instrument [Line Items]              
Transaction price cap (in dollars per share)             $ 52.76
Cap premium percentage over reported sales price       100.00%      
v3.22.4
Debt - 2021 Convertible Debt (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Jun. 08, 2021
USD ($)
$ / shares
Aug. 19, 2020
Jun. 30, 2021
USD ($)
day
Aug. 31, 2020
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
day
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Debt Instrument [Line Items]              
Purchase of capped calls         $ 0 $ 85,000 $ 74,685
Convertible Debt              
Debt Instrument [Line Items]              
Principal         $ 2,299,976 2,300,020  
Convertible Debt | Debt Instrument, Redemption, Period One              
Debt Instrument [Line Items]              
Threshold percentage of stock price trigger         130.00%    
Threshold trading days | day         20    
Threshold consecutive trading days | day         30    
Convertible Debt | 2020 Capped Call Transactions              
Debt Instrument [Line Items]              
Purchase of capped calls       $ 74,700      
Transaction price cap (in dollars per share) | $ / shares       $ 327.83      
Cap premium percentage over reported sales price   150.00%          
Convertible Debt | 2021 Notes              
Debt Instrument [Line Items]              
Principal     $ 1,000,000   $ 1,000,000 $ 1,000,000  
Proceeds from issuance of convertible senior notes     $ 986,700        
Convertible Debt | 2021 Notes | Debt Instrument, Redemption, Period One              
Debt Instrument [Line Items]              
Threshold percentage of stock price trigger     130.00%        
Threshold trading days | day     20        
Threshold consecutive trading days | day     30        
Convertible Debt | 2021 Notes | Debt Instrument, Redemption, Period Three              
Debt Instrument [Line Items]              
Redemption price percent     100.00%        
Convertible Debt | 2021 Capped Call Transactions              
Debt Instrument [Line Items]              
Purchase of capped calls $ 85,000            
Transaction price cap (in dollars per share) | $ / shares $ 340.42            
Cap premium percentage over reported sales price 100.00%            
v3.22.4
Debt - 2020 Convertible Debt (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Aug. 31, 2020
USD ($)
day
$ / shares
Dec. 31, 2022
USD ($)
day
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Debt Instrument [Line Items]        
Purchase of capped calls   $ 0 $ 85,000 $ 74,685
Convertible Debt        
Debt Instrument [Line Items]        
Debt instrument   $ 2,299,976 2,300,020  
Convertible Debt | Debt Instrument, Redemption, Period One        
Debt Instrument [Line Items]        
Threshold trading days | day   20    
Threshold consecutive trading days | day   30    
Threshold percentage of stock price trigger   130.00%    
Convertible Debt | Convertible Senior Notes Due 2027        
Debt Instrument [Line Items]        
Debt instrument $ 650,000 $ 650,000 $ 650,000  
Proceeds from issuance of convertible senior notes $ 639,500      
Conversion price (in dollars per share) | $ / shares $ 199.97      
Redemption price, percentage 100.00%      
Convertible Debt | Convertible Senior Notes Due 2027 | Debt Instrument, Redemption, Period Two        
Debt Instrument [Line Items]        
Threshold trading days | day 5      
Threshold consecutive trading days | day 10      
Threshold percentage of stock price trigger 98.00%      
Convertible Debt | 2020 Capped Call Transactions        
Debt Instrument [Line Items]        
Purchase of capped calls $ 74,700      
v3.22.4
Debt - 2019 Convertible Debt (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended
Sep. 30, 2019
USD ($)
$ / shares
Dec. 31, 2022
USD ($)
day
Dec. 31, 2021
USD ($)
Dec. 31, 2020
USD ($)
Debt Instrument [Line Items]        
Purchase of capped calls   $ 0 $ 85,000 $ 74,685
Convertible Debt        
Debt Instrument [Line Items]        
Debt instrument   $ 2,299,976 $ 2,300,020  
Convertible Debt | 2019 Notes        
Debt Instrument [Line Items]        
Debt instrument $ 650,000      
Proceeds from issuance of convertible senior notes $ 639,500      
Conversion price (in dollars per share) | $ / shares $ 87.69      
Redemption price, percentage 100.00%      
Convertible Debt | 2019 Capped Call Transactions        
Debt Instrument [Line Items]        
Purchase of capped calls $ 76,200      
Convertible Debt | Debt Instrument, Redemption, Period One        
Debt Instrument [Line Items]        
Threshold trading days | day   20    
Threshold consecutive trading days | day   30    
Threshold percentage of stock price trigger   130.00%    
v3.22.4
Debt - 2018 Convertible Debt (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended 12 Months Ended
Mar. 08, 2018
Mar. 31, 2018
USD ($)
$ / shares
Sep. 30, 2020
USD ($)
shares
Dec. 31, 2022
USD ($)
day
shares
Dec. 31, 2021
USD ($)
shares
Dec. 31, 2020
USD ($)
shares
Debt Instrument [Line Items]            
Settlement of convertible senior notes       $ 44 $ 43,900 $ 137,168
Shares repurchased (in shares) | shares       3,958,155 554,718 1,161,947
Value of shares repurchased       $ 425,727 $ 302,774 $ 268,653
Issuance of convertible senior notes, net of issuance costs and taxes           102,131
Loss on extinguishment of debt       0 0 (16,855)
Purchase of capped calls       0 85,000 $ 74,685
Convertible Debt            
Debt Instrument [Line Items]            
Debt instrument       $ 2,299,976 2,300,020  
Convertible Debt | Debt Instrument, Redemption, Period One            
Debt Instrument [Line Items]            
Threshold trading days | day       20    
Threshold consecutive trading days | day       30    
Threshold percentage of stock price trigger       130.00%    
Convertible Debt | 2018 Notes            
Debt Instrument [Line Items]            
Debt instrument   $ 345,000        
Proceeds from issuance of convertible senior notes   $ 335,000        
Conversion price (in dollars per share) | $ / shares   $ 36.27        
Settlement of convertible senior notes     $ 137,200   $ 43,900  
Debt conversion, converted instrument, (In Shares) | shares     7,300,000   1,000,000 7,300,000
Debt instrument conversion amount     $ 301,100   $ 43,900  
Shares repurchased (in shares) | shares     1,300,000      
Value of shares repurchased     $ 166,200      
Issuance of convertible senior notes, net of issuance costs and taxes     143,200      
Loss on extinguishment of debt     $ 16,900      
Convertible Debt | 2018 Capped Call Transactions            
Debt Instrument [Line Items]            
Purchase of capped calls   $ 34,200        
Cap premium percentage over reported sales price 100.00%          
v3.22.4
Debt - 2019 Credit Agreement (Details) - Credit Agreement - USD ($)
$ in Millions
Feb. 25, 2019
Dec. 31, 2022
Dec. 31, 2021
Line of Credit Facility [Line Items]      
Maximum required secured net leverage ratio 300.00%    
Maximum required secured net leverage ratio, certain material acquisitions 350.00%    
Minimum required interest coverage ratio 250.00%    
Revolving Credit Facility      
Line of Credit Facility [Line Items]      
Line of credit, maximum borrowing capacity $ 200.0    
Maximum unrestricted cash 100.0    
Contingent right to increase maximum borrowing capacity amount $ 100.0    
Line of credit facility, amount outstanding   $ 0.0 $ 0.0
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 | London Interbank Offered Rate (LIBOR)      
Line of Credit Facility [Line Items]      
Basis spread on variable rate 1.00%    
Revolving Credit Facility | One-Month London Interbank Offered Rate (LIBOR) Plus 1% | Minimum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate 0.25%    
Revolving Credit Facility | One-Month London Interbank Offered Rate (LIBOR) Plus 1% | Maximum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate 0.875%    
Revolving Credit Facility | London Interbank Offered Rate (LIBOR), Adjusted | Minimum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate 1.25%    
Revolving Credit Facility | London Interbank Offered Rate (LIBOR), Adjusted | Maximum      
Line of Credit Facility [Line Items]      
Basis spread on variable rate 1.875%    
Letter of Credit      
Line of Credit Facility [Line Items]      
Line of credit, maximum borrowing capacity $ 30.0    
Bridge Loan      
Line of Credit Facility [Line Items]      
Line of credit, maximum borrowing capacity $ 10.0    
v3.22.4
Commitments and Contingencies - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Loss Contingencies [Line Items]    
Purchase obligation $ 388,336  
Purchase obligation, term 4 years  
Non-income Tax Obligations    
Loss Contingencies [Line Items]    
Non-income tax obligation reserve $ 43,200 $ 38,800
Non-income Tax Obligations | Reverb    
Loss Contingencies [Line Items]    
Non-income tax obligation reserve 30,400  
Indemnification asset 3,000  
Non-income Tax Obligations | Depop And Elo7    
Loss Contingencies [Line Items]    
Non-income tax obligation reserve 32,300  
Indemnification asset $ 3,800  
v3.22.4
Commitments and Contingencies - Summary of Purchase Obligations (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Purchase Obligations  
2023 $ 61,319
2024 115,148
2025 132,310
2026 71,295
2027 1,295
Thereafter 6,969
Total purchase obligations $ 388,336
v3.22.4
Stockholders' Equity - Common and Convertible Preferred Stock (Details)
12 Months Ended
Dec. 31, 2022
USD ($)
vote
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Dec. 31, 2020
shares
Dec. 31, 2019
shares
Class of Stock [Line Items]        
Common stock, shares authorized (in shares) 1,400,000,000 1,400,000,000    
Common stock, shares outstanding (in shares) 125,054,278 127,022,118    
Common stock, par value (in dollars per share) | $ / shares $ 0.001 $ 0.001    
Common stock, votes per share of stock held | vote 1      
Dividends declared for common stock | $ $ 0      
Preferred stock, shares authorized (in shares) 25,000,000 25,000,000    
Preferred stock, shares outstanding (in shares) 0 0 0  
Common Stock        
Class of Stock [Line Items]        
Common stock, shares outstanding (in shares) 125,054,278 127,022,118 125,835,931 118,342,772
v3.22.4
Stockholders' Equity - Stock Repurchases Narrative (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 12 Months Ended
Jun. 30, 2021
Sep. 30, 2020
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 01, 2022
Nov. 01, 2018
Class of Stock [Line Items]              
Authorized repurchase amount         $ 250,000 $ 600,000 $ 200,000
Remaining Amount Authorized     $ 301,400        
Stock repurchased (in shares)     3,958,155 554,718 1,161,947    
Stock repurchased     $ 425,727 $ 302,774 $ 268,653    
Convertible Debt | 2021 Notes              
Class of Stock [Line Items]              
Stock repurchased (in shares) 1,100,000            
Stock repurchased $ 180,000            
Convertible Debt | 2018 Notes              
Class of Stock [Line Items]              
Stock repurchased (in shares)   1,300,000          
Stock repurchased   $ 166,200          
Debt instrument conversion amount   $ 301,100   $ 43,900      
v3.22.4
Stockholders' Equity - Summary of Activity of Shares Repurchases (Details) - $ / shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Equity [Abstract]      
Shares repurchased (in shares) 3,958,155 554,718 1,161,947
Average Price Paid Per Share (in dollars per share) $ 107.56 $ 221.33 $ 88.20
v3.22.4
Stock-based Compensation - Narrative (Details) - USD ($)
$ in Millions
1 Months Ended 12 Months Ended 54 Months Ended
Jan. 02, 2023
Jan. 03, 2022
Jul. 12, 2021
Jan. 04, 2021
Jul. 31, 2021
Dec. 31, 2022
Dec. 31, 2022
Depop              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period     3 years        
Weighted-average period for unrecognized compensation           1 year 6 months 10 days  
Precombination service awards, replacement awards     $ 4.8        
Unrecognized compensation     44.0     $ 4.6 $ 4.6
Depop | Common Stock              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Deferred purchase price for post-combination share-based service arrangement     $ 44.0        
Stock options              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award expiration period           10 years  
Award vesting period           4 years  
Award vesting rights, percentage             25.00%
Interval vesting period           6 months  
Award requisite service period           4 years  
Unrecognized compensation           $ 14.3 $ 14.3
Weighted-average period for unrecognized compensation           1 year 10 months 20 days  
Restricted stock units              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting period           4 years  
Award vesting rights, percentage             25.00%
Interval vesting period           6 months  
Award requisite service period           4 years  
Weighted-average period for unrecognized compensation           2 years 11 months 8 days  
Unrecognized compensation           $ 675.4 $ 675.4
Restricted stock units | Depop And Elo7              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Aggregate fair value of awards granted         $ 78.8    
Precombination service awards, replacement awards         $ 5.6    
Restricted stock units | Share-based Payment Arrangement, Tranche One | Depop And Elo7              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting rights, percentage         25.00%    
Restricted stock units | Share-based Payment Arrangement, Tranche Two | Depop And Elo7              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting rights, percentage         75.00%    
Financial Performance Based Restricted Stock Units | Minimum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting rights, percentage           0.00%  
Financial Performance Based Restricted Stock Units | Maximum              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award vesting rights, percentage           200.00%  
Total Shareholder Return Performance Based Restricted Stock Units              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Award measurement period           3 years  
2015 Equity Incentive Plan              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Potential annual share increase (in shares)           7,050,000  
Percentage of outstanding stock           5.00%  
Maximum number of additional shares issued annually (in shares)   6,351,106   6,291,797      
Number of shares authorized (in shares)           50,391,850 50,391,850
Number of shares available for grant (in shares)           32,188,305 32,188,305
2015 Equity Incentive Plan | Subsequent Event              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Maximum number of additional shares issued annually (in shares) 6,252,714            
v3.22.4
Stock-based Compensation - Fair Value of Options Granted Using the Black-Scholes Pricing Model (Details) - Stock options
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Volatility 62.50% 43.40% 38.90%
Risk-free interest rate 3.40% 0.80% 0.30%
Expected term (in years) 4 years 7 months 6 days 4 years 7 months 6 days 5 years 6 months
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected Volatility   57.40% 41.70%
Risk-free interest rate   1.20% 1.70%
Expected term (in years)   6 years 2 months 12 days 6 years 2 months 12 days
v3.22.4
Stock-based Compensation - Summary of Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Shares        
Outstanding, beginning balance (in shares) 4,273,725 5,099,952 6,294,919  
Granted (in shares) 9,916 198,193 654,296  
Exercised (in shares) (816,620) (994,456) (1,834,773)  
Forfeited/Cancelled (in shares) (10,704) (29,964) (14,490)  
Outstanding, ending balance (in shares) 3,456,317 4,273,725 5,099,952 6,294,919
Total exercisable (in shares) 3,041,998      
Weighted-Average Exercise Price        
Outstanding, beginning balance (in dollars per share) $ 29.52 $ 20.97 $ 16.26  
Granted (in dollars per share) 76.05 218.93 46.38  
Exercised (in dollars per share) 18.40 22.83 13.80  
Forfeited/Cancelled (in dollars per share) 126.22 47.86 32.15  
Outstanding, ending balance (in dollars per share) 31.99 $ 29.52 $ 20.97 $ 16.26
Total exercisable at Weighted-Average Exercise Price (in dollars per share) $ 23.07      
Weighted-Average Remaining Contract Term (in years)        
Outstanding 5 years 21 days 5 years 11 months 26 days 6 years 9 months 21 days 7 years 2 months 26 days
Total exercisable 4 years 8 months 26 days      
Aggregate Intrinsic Value        
Outstanding $ 322,230 $ 810,321 $ 800,453 $ 185,900
Total exercisable $ 301,224      
v3.22.4
Stock-based Compensation - Weighted Average Grant Date Fair Value Options Granted and Awards Vested and Intrinsic Value of Options (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-Based Payment Arrangement [Abstract]      
Weighted average grant date fair value of options granted (in shares) $ 40.84 $ 95.00 $ 18.18
Intrinsic value of options exercised $ 87,892 $ 206,709 $ 151,785
Fair value of awards vested $ 195,929 $ 96,592 $ 60,622
v3.22.4
Stock-based Compensation - Summary of the Unvested RSUs (Details) - RSUs - $ / shares
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Shares      
Unvested at beginning of period (in shares) 3,506,721 3,085,987 2,960,413
Granted (in shares) 5,226,948 2,136,685 1,712,587
Vested (in shares) (1,670,084) (1,400,241) (1,369,271)
Forfeited/Canceled (in shares) (669,799) (315,710) (217,742)
Unvested at period end (in shares) 6,393,786 3,506,721 3,085,987
Weighted-Average Fair Value      
Unvested at beginning of period (in dollars per share) $ 137.87 $ 50.28 $ 40.61
Granted (in dollars per share) 119.83 208.84 54.19
Vested (in dollars per share) 110.53 59.80 35.36
Forfeited/Canceled (in dollars per share) 154.06 108.22 43.27
Unvested at period end (in dollars per share) $ 128.37 $ 137.87 $ 50.28
v3.22.4
Stock-based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense $ 230,888 $ 139,910 $ 65,114
Cost of revenue      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 23,283 13,085 7,731
Marketing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 19,571 11,339 5,184
Product development      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense 124,559 58,900 33,030
General and administrative      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Share-based compensation expense $ 63,475 $ 56,586 $ 19,169