Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 30, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | ETSY INC | |
Entity Central Index Key | 1,370,637 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 121,714,269 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 260,288 | $ 181,592 |
Short-term investments | 50,407 | 100,494 |
Accounts receivable, net of allowance for doubtful accounts of $1,999 and $2,851 as of December 31, 2016 and September 30, 2017, respectively | 27,172 | 26,426 |
Prepaid and other current assets | 17,325 | 15,571 |
Deferred tax charge—current | 0 | 17,132 |
Funds receivable and seller accounts | 45,191 | 29,817 |
Total current assets | 400,383 | 371,032 |
Restricted cash | 5,341 | 5,341 |
Property and equipment, net of accumulated depreciation and amortization of $46,153 and $62,806 as of December 31, 2016 and September 30, 2017, respectively | 124,543 | 126,407 |
Goodwill | 38,216 | 35,657 |
Intangible assets, net of accumulated amortization of $4,209 and $2,500 as of December 31, 2016 and September 30, 2017, respectively | 4,700 | 7,507 |
Deferred tax charge—net of current portion | 0 | 34,264 |
Other assets | 879 | 985 |
Total assets | 574,062 | 581,193 |
Current liabilities: | ||
Accounts payable | 7,241 | 10,978 |
Accrued expenses | 26,288 | 24,179 |
Capital lease obligations—current | 6,548 | 6,829 |
Funds payable and amounts due to sellers | 45,191 | 29,817 |
Deferred revenue | 6,322 | 5,648 |
Other current liabilities | 2,499 | 6,557 |
Total current liabilities | 94,089 | 84,008 |
Capital lease obligations—net of current portion | 5,160 | 5,296 |
Deferred tax liabilities | 40,580 | 65,068 |
Facility financing obligation | 60,047 | 57,360 |
Other liabilities | 25,971 | 24,704 |
Total liabilities | 225,847 | 236,436 |
Stockholders’ equity: | ||
Common stock ($0.001 par value, 1,400,000,000 shares authorized as of December 31, 2016 and September 30, 2017; 115,973,039 and 121,067,352 shares issued and outstanding as of December 31, 2016 and September 30, 2017, respectively) | 121 | 116 |
Additional paid-in capital | 482,936 | 442,510 |
Accumulated deficit | (130,740) | (116,341) |
Accumulated other comprehensive income (loss) | (4,102) | 18,472 |
Total stockholders’ equity | 348,215 | 344,757 |
Total liabilities and stockholders’ equity | $ 574,062 | $ 581,193 |
Consolidated Balance Sheets (U3
Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,851 | $ 1,999 |
Accumulated depreciation and amortization | 62,806 | 46,153 |
Accumulated amortization, intangible assets | $ 2,500 | $ 4,209 |
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) | 121,067,352 | 115,973,039 |
Common stock, shares outstanding (in shares) | 121,067,352 | 115,973,039 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 106,380 | $ 87,562 | $ 304,963 | $ 254,758 |
Cost of revenue | 36,383 | 29,314 | 106,766 | 86,323 |
Gross profit | 69,997 | 58,248 | 198,197 | 168,435 |
Operating expenses: | ||||
Marketing | 23,520 | 18,736 | 74,495 | 51,788 |
Product development | 16,958 | 14,897 | 56,828 | 38,967 |
General and administrative | 22,094 | 21,942 | 73,268 | 63,555 |
Total operating expenses | 62,572 | 55,575 | 204,591 | 154,310 |
Income (loss) from operations | 7,425 | 2,673 | (6,394) | 14,125 |
Other (expense) income: | ||||
Interest expense and amortization of deferred financing costs | (2,908) | (2,448) | (8,195) | (4,789) |
Interest and other income | 654 | 402 | 1,636 | 1,313 |
Foreign exchange gain | 8,069 | 1,337 | 26,952 | 3,071 |
Total other (expense) income | 5,815 | (709) | 20,393 | (405) |
Income before income taxes | 13,240 | 1,964 | 13,999 | 13,720 |
(Provision) benefit for income taxes | 12,562 | (4,363) | 23,051 | (22,238) |
Net (loss) income | $ 25,802 | $ (2,399) | $ 37,050 | $ (8,518) |
Net (loss) income per share attributable to common stockholders: | ||||
Basic (in dollars per share) | $ 0.22 | $ (0.02) | $ 0.32 | $ (0.08) |
Diluted (in dollars per share) | $ 0.21 | $ (0.02) | $ 0.31 | $ (0.08) |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 119,592,191 | 113,757,212 | 117,387,714 | 112,980,639 |
Diluted (in shares) | 123,224,559 | 113,757,212 | 121,346,921 | 112,980,639 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ 25,802 | $ (2,399) | $ 37,050 | $ (8,518) |
Other comprehensive loss: | ||||
Cumulative translation adjustment | (6,267) | (2,014) | (22,603) | (5,442) |
Unrealized (losses) gains on marketable securities, net of tax | 40 | (66) | 29 | 42 |
Total other comprehensive loss | (6,227) | (2,080) | (22,574) | (5,400) |
Comprehensive (loss) income: | $ 19,575 | $ (4,479) | $ 14,476 | $ (13,918) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) |
Balance at beginning of period at Dec. 31, 2016 | $ 344,757 | $ 116 | $ 442,510 | $ (116,341) | $ 18,472 |
Balance at beginning of period (in shares) at Dec. 31, 2016 | 115,973,039 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Stock-based compensation | 18,061 | 18,061 | |||
Exercise of vested options | $ 21,936 | $ 5 | 21,931 | ||
Exercise of vested options (in shares) | 4,599,189 | 4,599,189 | |||
Vesting of restricted stock units, net of shares withheld | $ (4,897) | (4,897) | |||
Vesting of restricted stock units, net of shares withheld (in shares) | 495,124 | ||||
Stock-based compensation—acquisitions | 2,408 | 2,408 | |||
Conversion of liability-classified restricted shares upon vesting | 2,838 | 2,838 | |||
Other comprehensive loss | (22,574) | (22,574) | |||
Net income | 37,050 | 37,050 | |||
Balance at period end at Sep. 30, 2017 | 348,215 | $ 121 | 482,936 | (130,740) | $ (4,102) |
Balance at period end (in shares) at Sep. 30, 2017 | 121,067,352 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Cumulative effect adjustment | $ (51,364) | $ 85 | $ (51,449) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net (loss) income | $ 37,050 | $ (8,518) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Stock-based compensation expense | 17,389 | 9,008 |
Stock-based compensation expense—acquisitions | 3,179 | 2,582 |
Depreciation and amortization expense | 20,620 | 15,620 |
Bad debt expense | 2,059 | 1,215 |
Foreign exchange gain | (26,952) | (3,071) |
Amortization of debt issuance costs | 164 | 137 |
Non-cash interest expense | 6,752 | 3,274 |
Interest on marketable securities | 384 | 840 |
Loss on disposal of assets | 395 | 1,134 |
Amortization of deferred tax charge | 0 | 12,227 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,139) | (1,750) |
Funds receivable and seller accounts | (14,202) | (14,759) |
Prepaid expenses and other current assets | (663) | 410 |
Other assets | (48) | 436 |
Accounts payable | (2,574) | (6,059) |
Accrued and other current liabilities | (66) | (466) |
Funds payable and amounts due to sellers | 14,202 | 14,759 |
Deferred revenue | 512 | 831 |
Other liabilities | (23,740) | 2,000 |
Net cash provided by operating activities | 32,322 | 29,850 |
Cash flows from investing activities | ||
Acquisition of business, net of cash acquired | 0 | (7,880) |
Purchases of property and equipment | (3,872) | (34,153) |
Development of internal-use software | (8,042) | (8,441) |
Purchases of marketable securities | (46,808) | (108,652) |
Sales of marketable securities | 96,540 | 47,136 |
Net cash (used in) provided by investing activities | 37,818 | (111,990) |
Cash flows from financing activities | ||
Repurchase of stock for tax on RSU vesting | (4,897) | (633) |
Proceeds from exercise of stock options | 21,936 | 7,808 |
Payments on capital lease obligations | (5,838) | (4,382) |
Deferred payments on acquisition of business | 0 | (649) |
Payments on facility financing obligation | (4,330) | 0 |
Net cash provided by financing activities | 6,871 | 2,144 |
Effect of exchange rate changes on cash | 1,685 | (3,218) |
Net (decrease) increase in cash and cash equivalents | 78,696 | (83,214) |
Cash and cash equivalents at beginning of period | 181,592 | 271,244 |
Cash and cash equivalents at end of period | 260,288 | 188,030 |
Supplemental non-cash disclosures | ||
Equipment acquired under capital lease obligations | 5,422 | 3,088 |
Stock-based compensation capitalized in development of capitalized software | 672 | 496 |
Non-cash additions to development of internal-use software and property and equipment | 118 | 1,362 |
Fair value of common stock issued in acquisition | $ 0 | $ 6,966 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1—Basis of Presentation and Summary of Significant Accounting Policies Description of Business Etsy, Inc. (the “Company” or “Etsy”) was incorporated in Delaware in February 2006. Etsy is the global marketplace for unique and creative goods. The Company generates revenue primarily from transaction and listing fees, Etsy Payments fees (formerly referred to as Direct Checkout fees), Promoted Listing fees and Shipping Label sales. Basis of Consolidation The consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Reclassifications For the nine months ended September 30, 2016 , the Company reclassified $1.6 million of excess tax benefits from exercise of stock options from cash used in financing activities to cash provided by operating activities to conform to the current year presentation upon adoption of ASU 2016-09, Stock Compensation: Improvements to Employee Share-based Payment Accounting . Unaudited Interim Financial Information The accompanying consolidated balance sheet as of September 30, 2017 , the consolidated statements of operations and comprehensive (loss) income for the three and nine months ended September 30, 2016 and 2017 , the consolidated statements of cash flows for the nine months ended September 30, 2016 and 2017 and the consolidated statement of changes in stockholders’ equity for the nine months ended September 30, 2017 are unaudited. The unaudited interim financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the Company’s financial position as of September 30, 2017 , results of operations for the three and nine months ended September 30, 2016 and 2017 and cash flows for the nine months ended September 30, 2016 and 2017 . The results from these interim periods are not necessarily indicative of the results to be anticipated for the full annual period or any future period. The financial data and the other information disclosed in these notes to the consolidated financial statements related to these three and nine month periods are unaudited. These unaudited interim financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 28, 2017 (the “Annual Report”). During the first quarter of 2017, the Company adopted the accounting principles outlined within ASU 2016-16, Income Taxes: Intra-entity Transfers of Assets other than Inventory removing the requirement to capitalize previously reported deferred tax charges and recognize the associated amortization through the tax provision . There have been no additional material changes in the Company's significant accounting policies from those that were disclosed in the Annual Report. Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include revenue recognition, income taxes, website development costs and internal-use software, purchase price allocations for business combinations, valuation of goodwill and intangible assets, leases, stock-based compensation and restructuring and other exit costs. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. Income Taxes The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers , which replaces existing revenue recognition guidance. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has performed a preliminary assessment of its revenue streams and does not expect the adoption of this standard to have a material impact on its revenue recognition on an ongoing basis. The Company is also performing an assessment over data availability and the presentation that will be necessary to meet additional disclosure requirements pursuant to this guidance. In addition, the Company continues to monitor additional changes, modifications, clarifications or interpretations related to this guidance being undertaken by the FASB, which may impact current conclusions. In February 2016, the FASB issued ASU 2016-02, Leases , which requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on the consolidated balance sheets resulting in the recording of right of use assets and lease obligations. The Company is currently evaluating whether there are any additional impacts this guidance will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements, but does not expect it to have a significant impact on its consolidated financial statements because its balance of restricted cash does not change significantly from period to period. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business and provide guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is to be applied on a prospective basis and is effective for the annual and interim periods beginning after December 15, 2017. As the adoption of this standard will only impact prospective acquisitions or disposals, the Company does not anticipate that this update will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the measurement of goodwill impairment by eliminating step two from the goodwill impairment test. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for the annual and interim periods beginning after December 15, 2019 and early adoption is permitted. The Company expects to adopt this guidance in the fourth quarter of 2017 and does not anticipate the update to have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting , to increase comparability and provide clarity on whether changes in the terms or conditions in a share-based payment award require a reporting entity to apply modification guidance per FASB Accounting Standards Codification Topic 718. The new guidance is to be applied on a prospective basis, is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company expects to adopt this guidance in the fourth quarter of 2017 and does not anticipate the update to have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-based Payment Accounting , for share-based payment transactions that require a reporting entity to recognize excess tax benefits and deficiencies as income tax expense or benefit in the income statement. The new guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted for financial statements as of the beginning of an interim or annual reporting period. The Company adopted this standard in the first quarter of 2017. As a result of this updated guidance, the Company recorded $8.3 million and $11.1 million of excess tax benefits to income tax expense, rather than additional paid-in capital, in the three and nine months ended September 30, 2017 . On a prospective basis after adoption, the Company has updated its calculation of diluted earnings per share to exclude excess tax benefits previously included in the calculation of assumed proceeds under the treasury stock method. The Company has elected to apply the updated guidance on cash flow classification of excess tax benefits as operating activities using a retrospective approach for consistent year-over-year comparability. The Company has elected to recognize forfeitures as they occur on a modified retrospective basis and to adopt the amendments on statutory withholding requirements on a prospective basis, both of which have no material impact to the consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-entity Transfers of Assets other than Inventory , which eliminated the exception that previously existed for the income tax consequences of intra-entity asset transfers other than inventory. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods for which interim or annual financial statements have not been issued. The Company adopted this standard in the first quarter of 2017. The amendments in this update have been applied on a modified retrospective basis through a cumulative effect adjustment recorded to retained earnings as of January 1, 2017 of $51.4 million , which represents the unamortized amount of the deferred tax charge asset on the balance sheet at December 31, 2016. Consequently, the adoption of this standard eliminates the recognition in the tax provision of $17.1 million in each year through 2019, the year through which the deferred tax charge was previously amortizable. Additionally, a deferred tax asset of $21.7 million was recognized which previously qualified for an exception that has been eliminated. A full valuation allowance for that deferred tax asset was also recognized resulting in no impact to the consolidated financial statements. |
Stock-based Compensation
Stock-based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-based Compensation | Note 2—Stock-based Compensation The Company granted stock options and restricted stock units (“RSUs”) under its 2015 Equity Incentive Plan (“2015 Plan”) in the three months ended September 30, 2017 . As permitted by the 2015 Plan, the Board of Directors approved an increase of 5,798,651 shares to the total number of shares available for issuance under the 2015 Plan as of January 3, 2017. At September 30, 2017 , 23,347,913 shares were authorized under the 2015 Plan, and 13,998,718 shares were available for future grant. In the first quarter of 2017, the Company made an accounting policy election to recognize forfeitures as they occur upon adoption of guidance in ASU 2016-09. In reporting periods prior to 2017, the Company estimated forfeitures at the time of grant and revised in subsequent periods as necessary if actual forfeitures differed from estimates. The fair value of options granted in the periods presented below using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Volatility 39.6% 42.4% - 44.1% 39.6% - 44.6% 41.7% - 44.2% Risk-free interest rate 1.1% - 1.5% 1.9% - 2.1% 1.1% - 1.9% 1.9% - 2.2% Expected term (in years) 6.3 5.5 - 6.3 5.5 - 6.3 5.5 - 6.3 Dividend rate —% —% —% —% The following table summarizes the activity for the Company's options during the nine months ended September 30, 2017 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 9,339,567 $ 7.89 Granted 5,852,326 11.01 Exercised (4,599,189 ) 4.77 Forfeited/Canceled (1,271,472 ) 10.98 Outstanding at September 30, 2017 9,321,232 10.96 7.60 $ 55,423 Total exercisable at September 30, 2017 3,301,191 10.48 4.41 21,307 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 the three and nine months ended September 30, 2016 and 2017 (in thousands except per share amounts): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Weighted average grant date fair value of options granted $ 4.84 $ 6.50 $ 3.89 $ 4.83 Intrinsic value of options exercised 8,129 31,361 14,239 44,227 Fair value of awards vested 1,703 5,943 7,911 16,428 The total unrecognized compensation expense at September 30, 2017 related to the Company's options was $27.1 million , which will be recognized over an estimated weighted-average amortization period of 3.34 years. The following table summarizes the activity for the Company's unvested RSUs during the nine months ended September 30, 2017 : Shares Weighted-Average Unvested at December 31, 2016 3,135,181 $ 10.70 Granted 2,190,440 11.80 Vested (854,964 ) 10.30 Forfeited/Canceled (1,124,925 ) 10.54 Unvested at September 30, 2017 3,345,732 11.58 The total unrecognized compensation expense at September 30, 2017 related to the Company's unvested RSUs was $34.0 million , which will be recognized over an estimated weighted-average amortization period of 2.76 years. Total stock-based compensation expense included in the consolidated statements of operations for the periods presented below is as follows (in thousands): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of revenue $ 288 $ 469 $ 738 $ 1,231 Marketing 229 447 628 1,419 Product development 1,234 2,180 3,117 6,253 General and administrative 2,334 4,425 7,107 11,665 Total stock-based compensation expense $ 4,085 $ 7,521 $ 11,590 $ 20,568 Total stock-based compensation expense in the three months ended September 30, 2016 and 2017 includes $1.1 million and $0.7 million in acquisition-related stock-based compensation expense, respectively. Total stock-based compensation expense in the nine months ended September 30, 2016 and 2017 includes $2.6 million and $3.2 million in acquisition-related stock-based compensation expense, respectively. Total stock-based compensation expense in the three and nine months ended September 30, 2017 includes $1.0 million and $2.6 million , respectively, of costs associated with the Actions (as defined below) approved by the Board of Directors during the second quarter of 2017 discussed in “ Note 9—Restructuring and Other Exit Costs .” |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 3—Income Taxes The Company adopted the provisions of ASU 2016-09 and ASU 2016-16 as of the beginning of the current fiscal year. Please refer to “ Note 1—Basis of Presentation and Summary of Significant Accounting Policies ” for additional detail regarding the adoption of these accounting standards and their impact on the consolidated financial statements. Included in the tax benefit for the three and nine months ended September 30, 2017 is a discrete benefit of $0.5 million and $3.8 million , respectively, related to the costs discussed in “ Note 9—Restructuring and Other Exit Costs .” The amount of unrecognized tax benefits included in the consolidated balance sheets increased $0.2 million in the nine months ended September 30, 2017 , from $23.6 million at December 31, 2016 to $23.8 million at September 30, 2017 . The total amount of unrecognized tax benefits that, if recognized, would favorably affect the effective tax rate is $23.8 million at September 30, 2017 . |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 4—Fair Value Measurements The Company has characterized its investments in marketable securities, based on the priority of the inputs used to value the investments, into a three-level fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1), and lowest priority to unobservable inputs (Level 3). If the inputs used to measure the investments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the investment. Investments recorded in the accompanying consolidated balance sheet are categorized based on the inputs to valuation techniques as follows: Level 1—These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access. Level 2—These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets. Level 3—These are liabilities where values are derived from techniques in which one or more significant inputs are unobservable. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and September 30, 2017 (in thousands): As of December 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 2,997 $ — $ 2,997 Money market funds 98,161 — — 98,161 U.S. Government and agency bills 1,950 — — 1,950 100,111 2,997 — 103,108 Short-term investments: Commercial paper — 17,146 — 17,146 Corporate bonds — 33,303 — 33,303 U.S. Government and agency bills 50,045 — — 50,045 50,045 50,449 — 100,494 $ 150,156 $ 53,446 $ — $ 203,602 Liability Post-combination compensation classified as liability $ — $ — $ 2,067 $ 2,067 $ — $ — $ 2,067 $ 2,067 As of September 30, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 47,405 $ — $ 47,405 Corporate bonds — 3,018 — 3,018 Money market funds 118,862 — — 118,862 U.S. Government and agency bills 14,736 — — 14,736 133,598 50,423 — 184,021 Short-term investments: Commercial paper — 18,380 — 18,380 Corporate bonds — 10,941 — 10,941 U.S. Government and agency bills 21,086 — — 21,086 21,086 29,321 — 50,407 Funds receivable and seller accounts: Money market funds 18,481 — — 18,481 18,481 — — 18,481 $ 173,165 $ 79,744 $ — $ 252,909 Level 1 instruments include money market funds and AAA-rated U.S. Government and agency securities, which are valued based on inputs including quotes from broker-dealers or recently executed transactions in the same or similar securities. Level 2 instruments include fixed-income funds consisting of investments in commercial paper and corporate bonds, which are valued based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets. Level 3 instruments include post-combination compensation classified as a liability in connection with the acquisition of A Little Market (“ALM”). The post-combination compensation was classified as a liability due to its affiliation with a related put option, which expired upon vesting of the underlying consideration in the second quarter of 2017, and its fair value was previously determined based on the fair value of the Company's common stock at the period-end reporting date, with adjustments included in general and administrative expenses. The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Nine Months Ended Balance at beginning of period $ 2,067 Changes to liability-classified stock awards 771 Conversion of liability-classified restricted shares upon vesting (2,838 ) Balance at end of period $ — |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Note 5—Marketable Securities Short-term investments and certain cash equivalents consist of marketable securities that are available-for-sale. The cost and fair value of available-for-sale securities were as follows as of the dates indicated (in thousands): Cost Gross Gross Fair Value December 31, 2016 Cash equivalents: Commercial paper $ 2,997 $ — $ — $ 2,997 2,997 — — 2,997 Short-term investments: Commercial paper 17,146 — — 17,146 Corporate bonds 33,318 (16 ) 1 33,303 U.S. Government and agency bills 50,059 (15 ) 1 50,045 100,523 (31 ) 2 100,494 $ 103,520 $ (31 ) $ 2 $ 103,491 September 30, 2017 Cash equivalents: Commercial paper $ 47,405 $ — $ — $ 47,405 Corporate bonds 3,018 — — 3,018 U.S. Government and agency bills 14,735 — 1 14,736 65,158 — 1 65,159 Short-term investments: Commercial paper 18,380 — — 18,380 Corporate bonds 10,949 (8 ) — 10,941 U.S. Government and agency bills 21,079 (4 ) 11 21,086 50,408 (12 ) 11 50,407 $ 115,566 $ (12 ) $ 12 $ 115,566 The Company’s investments in marketable securities consist primarily of investments in fixed-income funds and AAA-rated U.S. Government and agency bills. When evaluating investments for other-than-temporary impairment, the Company reviews factors such as length of time and extent to which fair value has been below cost basis, the financial condition of the issuer and the Company’s ability and intent to hold the investment for a period of time, which may be sufficient for anticipated recovery in market value. The Company evaluates fair values for each individual security in the investment portfolio. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | Note 6— 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): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Numerator: Net (los s) income $ (2,399 ) $ 25,802 $ (8,518 ) $ 37,050 Net income allocated to participating securities under the two-class method — (25 ) — (37 ) Net (los s) income applicable to common sto ckholders—basic (2,399 ) 25,777 (8,518 ) 37,013 Dilutive effect of net income allocated to participating securities under the two-class method — 25 — 37 Change in fair value of liability classified restricted stock — — — 771 Net (loss) income applicable to common stockholders—diluted $ (2,399 ) $ 25,802 $ (8,518 ) $ 37,821 Denominator: Weighted average common shares outstanding—basic (1) 113,757,212 119,592,191 112,980,639 117,387,714 Common equivalent shares from options to purchase common stock and restricted stock units — 2,254,792 — 2,847,662 Dilutive effect of assumed conversion of restricted stock units — 1,308,104 — 1,075,915 Dilutive effect of assumed conversion of restricted stock from acquisition — 69,472 — 35,630 Weighted average common shares outstanding—diluted 113,757,212 123,224,559 112,980,639 121,346,921 Net (los s) income per share applicable to common stockhold ers—basic $ (0.02 ) $ 0.22 $ (0.08 ) $ 0.32 Net (loss) income per shar e applicable to common stockholders—diluted $ (0.02 ) $ 0.21 $ (0.08 ) $ 0.31 (1) 114,963 shares of unvested stock are considered participating securities and are excluded from basic shares outstanding for the three and nine months ended September 30, 2017 . The following potential common shares 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: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock options 10,364,872 2,211,038 10,890,258 4,980,520 Restricted stock units 2,358,365 185,472 1,718,766 792,024 Warrants — — 44,677 — Total anti-dilutive securities 12,723,237 2,396,510 12,653,701 5,772,544 |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 7—Segment and Geographic Information The Company has determined it operates as one operating and reportable segment for purposes of allocating resources and evaluating financial performance. Revenue by country is based on the billing address of the seller. The following table summarizes revenue by geographic area for the periods presented (in thousands): Three Months Ended Nine Months Ended 2016 2017 2016 2017 United States $ 66,204 $ 75,829 $ 194,018 $ 220,898 International 21,358 30,551 60,740 84,065 Revenue $ 87,562 $ 106,380 $ 254,758 $ 304,963 No individual country’s revenue other than the United States exceeded 10% of total revenue for the periods presented. All significant long-lived assets are located in the United States. |
Contingencies
Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Note 8—Contingencies Non-Income Tax Contingencies The Company had reserves of $0.3 million and $0.4 million at December 31, 2016 and September 30, 2017 , respectively, for certain non-income tax obligations, representing management’s best estimate of its probable liability. The Company could also be subject to examination in various jurisdictions related to non-income tax matters. The resolution of these types of matters, if in excess of the recorded reserve, could have an adverse impact on the Company’s business. Legal Proceedings On May 13, 2015, a purported securities class action complaint ( Altayyar v. Etsy, Inc., et al. , Docket No. 1:15-cv-02785) was filed in the United States District Court for the Eastern District of New York against the Company and certain officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company's common stock from April 16, 2015 through and including May 10, 2015. It asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 based on allegedly false or misleading statements and omissions with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement and actions taken by third-party brands against Etsy sellers for trademark or copyright infringement. On October 22, 2015, the court appointed a lead plaintiff and lead plaintiff’s counsel. On January 21, 2016, the lead plaintiff filed an amended class action complaint alleging false or misleading statements or omissions with respect to substantially the same topics as the original complaint. The amended complaint adds certain outside directors and underwriters as defendants, expands the purported class period to be April 16, 2015 to August 4, 2015, inclusive, and asserts violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as well as Sections 10(b) and 20(a) of the Securities Exchange Act of 1934. The amended complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys' fees. On April 5, 2016, defendants moved to dismiss the amended complaint. On March 24, 2017, the court entered a judgment dismissing the amended complaint in its entirety, with prejudice, based on an opinion filed March 16, 2017. On August 2, 2017, Plaintiffs appealed to the United States Court of Appeals for the Second Circuit. The Company and the named officers and directors intend to defend themselves vigorously against this action. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. On July 21, 2015, a purported securities class action complaint ( Cervantes v. Dickerson, et.al ., Case No. CIV 534768) was filed in the Superior Court of State of California, County of San Mateo against the Company, certain officers, directors and underwriters. The complaint asserts violations of Sections 11 and 15 of the Securities Act of 1933. As in the Altayyar litigation, the complaint alleges misrepresentations in the Company’s Registration Statement on Form S-1 and Prospectus with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys' fees. On December 7, 2015, the Company and the underwriter defendants moved to stay the Cervantes action on the grounds of forum non conveniens. On November 5, 2015, another purported securities class action complaint ( Weiss v. Etsy et al. , No. CIV 536123) was filed in the Superior Court of State of California, County of San Mateo. The Weiss complaint names as defendants the Company and the same officers, directors and underwriters named in the Cervantes complaint, and also asserts violations of Sections 11 and 15 of the Securities Act of 1933 based on allegedly false or misleading statements or omissions with respect to, among other things, merchandise for sale on the Company's website that may be counterfeit or constitute trademark or copyright infringement. On December 24, 2015, the court consolidated the Cervantes and Weiss actions. The Company and the named officers and directors intend to defend themselves vigorously against these consolidated actions. In light of, among other things, the early stage of the litigation, the Company is unable to predict the outcome of this matter and is unable to make a meaningful estimate of the amount or range of loss, if any, that could result from an unfavorable outcome. On February 3, 2016, the court granted the Company’s motion to stay the consolidated actions. In addition, from time to time in the normal course of business, various other claims and litigation have been asserted or commenced against the Company. Due to uncertainties inherent in litigation and other claims, the Company can give no assurance that it will prevail in any such matters, which could subject the Company to significant liability for damages. Any claims or litigation, regardless of their success, could have an adverse effect on the Company’s consolidated results of operations or cash flows in the period the claims or litigation are resolved. Although the results of litigation and claims cannot be predicted with certainty, we currently believe that the final outcome of these ordinary course matters will not have a material adverse effect on our business. |
Restructuring and Other Exit Co
Restructuring and Other Exit Costs | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Exit Costs | Note 9—Restructuring and Other Exit Costs On April 30, 2017, the Board of Directors approved a plan to increase efficiency and streamline the Company's cost structure through headcount reductions and a reduction in internal program expenses (the “May Actions”). On June 16, 2017, the Board of Directors approved additional initiatives that are designed to improve focus on key strategic growth opportunities (together with the May Actions, the “Actions”). The Actions included total headcount reductions of 245 positions or 23% of the total workforce as of December 31, 2016 , closing A Little Market (“ALM”), a market in France, and closing or consolidating certain international offices. In connection with the Actions, the Company expects to incur restructuring and other exit costs, comprised of employee severance, stock compensation modifications and other exit costs, of $13.0 million to $14.3 million , largely made up of cash expenditures. For the nine months ended September 30, 2017 , $13.0 million of these costs have been incurred, including $9.8 million of severance charges, $2.6 million of stock modification charges and $0.6 million of other exit costs. Up to $1.3 million of potential costs and all remaining cash payments are expected to be recognized through the first half of 2018. The remaining range of expected costs relates primarily to uncertainty in the amount of exit costs that will be recognized in connection with the ultimate disposition of one of the Company's international offices. The following table displays restructuring and other exit costs recorded related to the Actions and a rollforward of the charges to the accrued expenses balance as of September 30, 2017 (in thousands): Severance Charge Stock-Based Compensation Other Exit Costs Total Balance, December 31, 2016 $ — $ — $ — $ — Total restructuring and other exit costs 8,972 1,668 620 11,260 Costs charged against equity/assets — (1,668 ) — (1,668 ) Cash payments (2,110 ) — (278 ) (2,388 ) Balance, June 30, 2017 6,862 — 342 7,204 Total restructuring and other exit costs 871 965 (70 ) 1,766 Costs charged against equity/assets — (965 ) — (965 ) Cash payments (4,385 ) — (180 ) (4,565 ) Balance, September 30, 2017 $ 3,348 $ — $ 92 $ 3,440 Total restructuring and other exit costs related to the Actions included in the consolidated statements of operations are as follows (in thousands): Three Months Ended Nine Months Ended 2017 2017 Cost of revenue $ 5 $ 699 Marketing 337 2,686 Product development 79 3,180 General and administrative 1,345 6,461 Total restructuring and other exit costs $ 1,766 $ 13,026 |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the accounts of Etsy and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications For the nine months ended September 30, 2016 , the Company reclassified $1.6 million of excess tax benefits from exercise of stock options from cash used in financing activities to cash provided by operating activities to conform to the current year presentation upon adoption of ASU 2016-09, Stock Compensation: Improvements to Employee Share-based Payment Accounting . |
Use of Estimates | Use of Estimates The preparation of the Company’s consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting estimates that require management’s most difficult and subjective judgments include revenue recognition, income taxes, website development costs and internal-use software, purchase price allocations for business combinations, valuation of goodwill and intangible assets, leases, stock-based compensation and restructuring and other exit costs. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates. |
Income Tax | Income Taxes The Company's income tax provision for interim periods is determined using an estimate of its annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. The Company updates its estimate of the annual effective tax rate each quarter and makes cumulative adjustments if its estimated annual tax rate changes. The Company's quarterly tax provision and quarterly estimate of its annual effective tax rate are subject to significant variations due to several factors, including variability in predicting its pretax and taxable income and the mix of jurisdictions to which those relate, changes of expenses or losses for which tax benefits are not recognized and changes in the laws, regulations and administrative practices of the jurisdictions in which the Company operates. |
Recently Issued and Recently Adopted Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers , which replaces existing revenue recognition guidance. The new guidance is effective for the annual and interim periods beginning after December 15, 2017. Among other things, the updated guidance requires companies to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company has performed a preliminary assessment of its revenue streams and does not expect the adoption of this standard to have a material impact on its revenue recognition on an ongoing basis. The Company is also performing an assessment over data availability and the presentation that will be necessary to meet additional disclosure requirements pursuant to this guidance. In addition, the Company continues to monitor additional changes, modifications, clarifications or interpretations related to this guidance being undertaken by the FASB, which may impact current conclusions. In February 2016, the FASB issued ASU 2016-02, Leases , which requires a reporting entity to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases to increase transparency and comparability. The new guidance is effective for annual and interim periods beginning after December 15, 2018, and early adoption is permitted. Upon adoption of this standard, the Company expects to recognize, on a discounted basis, its minimum commitments under noncancelable operating leases on the consolidated balance sheets resulting in the recording of right of use assets and lease obligations. The Company is currently evaluating whether there are any additional impacts this guidance will have on its consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows: Restricted Cash , which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. The new guidance is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company is currently evaluating the effect this guidance will have on its consolidated financial statements, but does not expect it to have a significant impact on its consolidated financial statements because its balance of restricted cash does not change significantly from period to period. In January 2017, the FASB issued ASU 2017-01, Business Combinations: Clarifying the Definition of a Business , to clarify the definition of a business and provide guidance for evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The new guidance is to be applied on a prospective basis and is effective for the annual and interim periods beginning after December 15, 2017. As the adoption of this standard will only impact prospective acquisitions or disposals, the Company does not anticipate that this update will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment , to simplify the measurement of goodwill impairment by eliminating step two from the goodwill impairment test. The new guidance requires goodwill impairment to be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the total amount of goodwill allocated to that reporting unit. The new guidance is effective for the annual and interim periods beginning after December 15, 2019 and early adoption is permitted. The Company expects to adopt this guidance in the fourth quarter of 2017 and does not anticipate the update to have a material impact on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, Compensation—Stock Compensation: Scope of Modification Accounting , to increase comparability and provide clarity on whether changes in the terms or conditions in a share-based payment award require a reporting entity to apply modification guidance per FASB Accounting Standards Codification Topic 718. The new guidance is to be applied on a prospective basis, is effective for the annual and interim periods beginning after December 15, 2017 and early adoption is permitted. The Company expects to adopt this guidance in the fourth quarter of 2017 and does not anticipate the update to have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued ASU 2016-09, Stock Compensation: Improvements to Employee Share-based Payment Accounting , for share-based payment transactions that require a reporting entity to recognize excess tax benefits and deficiencies as income tax expense or benefit in the income statement. The new guidance is effective for annual and interim periods beginning after December 15, 2016, and early adoption is permitted for financial statements as of the beginning of an interim or annual reporting period. The Company adopted this standard in the first quarter of 2017. As a result of this updated guidance, the Company recorded $8.3 million and $11.1 million of excess tax benefits to income tax expense, rather than additional paid-in capital, in the three and nine months ended September 30, 2017 . On a prospective basis after adoption, the Company has updated its calculation of diluted earnings per share to exclude excess tax benefits previously included in the calculation of assumed proceeds under the treasury stock method. The Company has elected to apply the updated guidance on cash flow classification of excess tax benefits as operating activities using a retrospective approach for consistent year-over-year comparability. The Company has elected to recognize forfeitures as they occur on a modified retrospective basis and to adopt the amendments on statutory withholding requirements on a prospective basis, both of which have no material impact to the consolidated financial statements. In October 2016, the FASB issued ASU 2016-16, Income Taxes: Intra-entity Transfers of Assets other than Inventory , which eliminated the exception that previously existed for the income tax consequences of intra-entity asset transfers other than inventory. The new guidance is effective for annual and interim periods beginning after December 15, 2017. Early adoption is permitted in annual reporting periods for which interim or annual financial statements have not been issued. The Company adopted this standard in the first quarter of 2017. The amendments in this update have been applied on a modified retrospective basis through a cumulative effect adjustment recorded to retained earnings as of January 1, 2017 of $51.4 million , which represents the unamortized amount of the deferred tax charge asset on the balance sheet at December 31, 2016. Consequently, the adoption of this standard eliminates the recognition in the tax provision of $17.1 million in each year through 2019, the year through which the deferred tax charge was previously amortizable. Additionally, a deferred tax asset of $21.7 million was recognized which previously qualified for an exception that has been eliminated. A full valuation allowance for that deferred tax asset was also recognized resulting in no impact to the consolidated financial statements. |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Black-Scholes Valuation Assumptions Used to Determine Fair Value of Options Granted | The fair value of options granted in the periods presented below using the Black-Scholes pricing model has been based on the following assumptions: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Volatility 39.6% 42.4% - 44.1% 39.6% - 44.6% 41.7% - 44.2% Risk-free interest rate 1.1% - 1.5% 1.9% - 2.1% 1.1% - 1.9% 1.9% - 2.2% Expected term (in years) 6.3 5.5 - 6.3 5.5 - 6.3 5.5 - 6.3 Dividend rate —% —% —% —% |
Summary of Stock Option Activity | The following table summarizes the activity for the Company's options during the nine months ended September 30, 2017 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contract Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 9,339,567 $ 7.89 Granted 5,852,326 11.01 Exercised (4,599,189 ) 4.77 Forfeited/Canceled (1,271,472 ) 10.98 Outstanding at September 30, 2017 9,321,232 10.96 7.60 $ 55,423 Total exercisable at September 30, 2017 3,301,191 10.48 4.41 21,307 |
Summary of Intrinsic Value of Options Exercised and Fair Value of Awards Vested | The following table summarizes the weighted average grant date fair value of options granted, intrinsic value of options exercised and fair value of awards vested in the three and nine months ended September 30, 2016 and 2017 (in thousands except per share amounts): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Weighted average grant date fair value of options granted $ 4.84 $ 6.50 $ 3.89 $ 4.83 Intrinsic value of options exercised 8,129 31,361 14,239 44,227 Fair value of awards vested 1,703 5,943 7,911 16,428 |
Summary of Unvested RSU Activity | The following table summarizes the activity for the Company's unvested RSUs during the nine months ended September 30, 2017 : Shares Weighted-Average Unvested at December 31, 2016 3,135,181 $ 10.70 Granted 2,190,440 11.80 Vested (854,964 ) 10.30 Forfeited/Canceled (1,124,925 ) 10.54 Unvested at September 30, 2017 3,345,732 11.58 |
Schedule of Stock-Based Compensation Expense | Total stock-based compensation expense included in the consolidated statements of operations for the periods presented below is as follows (in thousands): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Cost of revenue $ 288 $ 469 $ 738 $ 1,231 Marketing 229 447 628 1,419 Product development 1,234 2,180 3,117 6,253 General and administrative 2,334 4,425 7,107 11,665 Total stock-based compensation expense $ 4,085 $ 7,521 $ 11,590 $ 20,568 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2016 and September 30, 2017 (in thousands): As of December 31, 2016 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 2,997 $ — $ 2,997 Money market funds 98,161 — — 98,161 U.S. Government and agency bills 1,950 — — 1,950 100,111 2,997 — 103,108 Short-term investments: Commercial paper — 17,146 — 17,146 Corporate bonds — 33,303 — 33,303 U.S. Government and agency bills 50,045 — — 50,045 50,045 50,449 — 100,494 $ 150,156 $ 53,446 $ — $ 203,602 Liability Post-combination compensation classified as liability $ — $ — $ 2,067 $ 2,067 $ — $ — $ 2,067 $ 2,067 As of September 30, 2017 Level 1 Level 2 Level 3 Total Assets Cash equivalents: Commercial paper $ — $ 47,405 $ — $ 47,405 Corporate bonds — 3,018 — 3,018 Money market funds 118,862 — — 118,862 U.S. Government and agency bills 14,736 — — 14,736 133,598 50,423 — 184,021 Short-term investments: Commercial paper — 18,380 — 18,380 Corporate bonds — 10,941 — 10,941 U.S. Government and agency bills 21,086 — — 21,086 21,086 29,321 — 50,407 Funds receivable and seller accounts: Money market funds 18,481 — — 18,481 18,481 — — 18,481 $ 173,165 $ 79,744 $ — $ 252,909 |
Reconciliation of the Beginning and Ending Balances for Liabilities Measured at Fair Value using Significant Unobservable Inputs | The table below provides a reconciliation of the beginning and ending balances for the liabilities measured at fair value using significant unobservable inputs (Level 3) (in thousands): Nine Months Ended Balance at beginning of period $ 2,067 Changes to liability-classified stock awards 771 Conversion of liability-classified restricted shares upon vesting (2,838 ) Balance at end of period $ — |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Cost and Fair Value of Available-for-sale Securities | The cost and fair value of available-for-sale securities were as follows as of the dates indicated (in thousands): Cost Gross Gross Fair Value December 31, 2016 Cash equivalents: Commercial paper $ 2,997 $ — $ — $ 2,997 2,997 — — 2,997 Short-term investments: Commercial paper 17,146 — — 17,146 Corporate bonds 33,318 (16 ) 1 33,303 U.S. Government and agency bills 50,059 (15 ) 1 50,045 100,523 (31 ) 2 100,494 $ 103,520 $ (31 ) $ 2 $ 103,491 September 30, 2017 Cash equivalents: Commercial paper $ 47,405 $ — $ — $ 47,405 Corporate bonds 3,018 — — 3,018 U.S. Government and agency bills 14,735 — 1 14,736 65,158 — 1 65,159 Short-term investments: Commercial paper 18,380 — — 18,380 Corporate bonds 10,949 (8 ) — 10,941 U.S. Government and agency bills 21,079 (4 ) 11 21,086 50,408 (12 ) 11 50,407 $ 115,566 $ (12 ) $ 12 $ 115,566 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net (Loss) Income Per Share | The following table presents the calculation of basic and diluted net (loss) income per share for periods presented (in thousands except share and per share amounts): Three Months Ended Nine Months Ended 2016 2017 2016 2017 Numerator: Net (los s) income $ (2,399 ) $ 25,802 $ (8,518 ) $ 37,050 Net income allocated to participating securities under the two-class method — (25 ) — (37 ) Net (los s) income applicable to common sto ckholders—basic (2,399 ) 25,777 (8,518 ) 37,013 Dilutive effect of net income allocated to participating securities under the two-class method — 25 — 37 Change in fair value of liability classified restricted stock — — — 771 Net (loss) income applicable to common stockholders—diluted $ (2,399 ) $ 25,802 $ (8,518 ) $ 37,821 Denominator: Weighted average common shares outstanding—basic (1) 113,757,212 119,592,191 112,980,639 117,387,714 Common equivalent shares from options to purchase common stock and restricted stock units — 2,254,792 — 2,847,662 Dilutive effect of assumed conversion of restricted stock units — 1,308,104 — 1,075,915 Dilutive effect of assumed conversion of restricted stock from acquisition — 69,472 — 35,630 Weighted average common shares outstanding—diluted 113,757,212 123,224,559 112,980,639 121,346,921 Net (los s) income per share applicable to common stockhold ers—basic $ (0.02 ) $ 0.22 $ (0.08 ) $ 0.32 Net (loss) income per shar e applicable to common stockholders—diluted $ (0.02 ) $ 0.21 $ (0.08 ) $ 0.31 (1) 114,963 shares of unvested stock are considered participating securities and are excluded from basic shares outstanding for the three and nine months ended September 30, 2017 . |
Schedule of Anti-Dilutive Securities Excluded from Computation of Earnings Per Share | The following potential common shares were excluded from the calculation of diluted net (loss) income per share attributable to common stockholders because their effect would have been anti-dilutive for the periods presented: Three Months Ended Nine Months Ended 2016 2017 2016 2017 Stock options 10,364,872 2,211,038 10,890,258 4,980,520 Restricted stock units 2,358,365 185,472 1,718,766 792,024 Warrants — — 44,677 — Total anti-dilutive securities 12,723,237 2,396,510 12,653,701 5,772,544 |
Segment and Geographic Inform22
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Geographic Area | The following table summarizes revenue by geographic area for the periods presented (in thousands): Three Months Ended Nine Months Ended 2016 2017 2016 2017 United States $ 66,204 $ 75,829 $ 194,018 $ 220,898 International 21,358 30,551 60,740 84,065 Revenue $ 87,562 $ 106,380 $ 254,758 $ 304,963 |
Restructuring and Other Exit 23
Restructuring and Other Exit Costs (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserve by Type of Cost | The following table displays restructuring and other exit costs recorded related to the Actions and a rollforward of the charges to the accrued expenses balance as of September 30, 2017 (in thousands): Severance Charge Stock-Based Compensation Other Exit Costs Total Balance, December 31, 2016 $ — $ — $ — $ — Total restructuring and other exit costs 8,972 1,668 620 11,260 Costs charged against equity/assets — (1,668 ) — (1,668 ) Cash payments (2,110 ) — (278 ) (2,388 ) Balance, June 30, 2017 6,862 — 342 7,204 Total restructuring and other exit costs 871 965 (70 ) 1,766 Costs charged against equity/assets — (965 ) — (965 ) Cash payments (4,385 ) — (180 ) (4,565 ) Balance, September 30, 2017 $ 3,348 $ — $ 92 $ 3,440 |
Restructuring and Related Costs | Total restructuring and other exit costs related to the Actions included in the consolidated statements of operations are as follows (in thousands): Three Months Ended Nine Months Ended 2017 2017 Cost of revenue $ 5 $ 699 Marketing 337 2,686 Product development 79 3,180 General and administrative 1,345 6,461 Total restructuring and other exit costs $ 1,766 $ 13,026 |
Basis of Presentation and Sum24
Basis of Presentation and Summary of Significant Accounting Policies - Reclassifications and New Accounting Pronouncements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net cash provided by (used in) operating activities | $ 32,322 | $ 29,850 | ||
Excess tax benefit | $ 8,300 | 11,100 | ||
Cumulative effect of new accounting principle in period of adoption | $ (51,364) | $ (51,364) | ||
Accounting Standards Update 2016-16 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Cumulative effect of new accounting principle in period of adoption | $ (51,400) | |||
Deferred tax assets | 21,700 | |||
Adjustments for New Accounting Principle, Early Adoption | Accounting Standards Update 2016-16 | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Amortization of deferred charges related to deferred tax liability | $ 17,100 | |||
Restatement Adjustment | New Accounting Pronouncement, Early Adoption, Effect | Accounting Standards Update 2016-09, Statutory Tax Withholding Component | ||||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||||
Net cash provided by (used in) operating activities | $ 1,600 |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Details) - USD ($) $ in Thousands | Jan. 03, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense—acquisitions | $ 700 | $ 1,100 | $ 3,179 | $ 2,582 | ||
Restructuring charges | 1,766 | $ 11,260 | ||||
Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation | 27,100 | $ 27,100 | ||||
Total unrecognized compensation, period of recognition | 3 years 4 months 3 days | |||||
RSUs | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Total unrecognized compensation, period of recognition | 2 years 9 months 4 days | |||||
Total unrecognized compensation | $ 34,000 | $ 34,000 | ||||
2015 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of additional shares issued annually (in shares) | 5,798,651 | |||||
Number of shares authorized (in shares) | 23,347,913 | 23,347,913 | ||||
Number of shares available for grant (in shares) | 13,998,718 | 13,998,718 | ||||
Stock-Based Compensation | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restructuring charges | $ 965 | $ 1,668 | $ 2,633 |
Stock-based Compensation - Fair
Stock-based Compensation - Fair Value of Options Granted Using the Black-Scholes Pricing Model (Details) - Stock options | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility rate | 39.60% | |||
Volatility, minimum | 42.40% | 41.70% | 39.60% | |
Volatility, maximum | 44.10% | 44.20% | 44.60% | |
Risk-free interest rate, minimum | 1.90% | 1.10% | 1.90% | 1.10% |
Risk-free interest rate, maximum | 2.10% | 1.50% | 2.20% | 1.90% |
Expected term (in years) | 6 years 3 months 18 days | |||
Dividend rate | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months | |
Maximum | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (in years) | 6 years 3 months 18 days | 6 years 3 months 18 days | 6 years 3 months 18 days |
Stock-based Compensation - Summ
Stock-based Compensation - Summary of Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / sharesshares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 9,339,567 |
Granted (in shares) | shares | 5,852,326 |
Exercised (in shares) | shares | (4,599,189) |
Forfeited/Canceled (in shares) | shares | (1,271,472) |
Outstanding, ending balance (in shares) | shares | 9,321,232 |
Total exercisable at September 30, 2017 (in shares) | shares | 3,301,191 |
Weighted-Average Exercise Price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 7.89 |
Granted (in dollars per share) | $ / shares | 11.01 |
Exercised (in dollars per share) | $ / shares | 4.77 |
Forfeited/Canceled (in dollars per share) | $ / shares | 10.98 |
Outstanding, ending balance (in dollars per share) | $ / shares | 10.96 |
Total exercisable at September 30, 2017 (in dollars per share) | $ / shares | $ 10.48 |
Weighted-Average Remaining Contract Term (in years) | |
Outstanding at September 30, 2017, Weighted-Average Remaining Contract Term | 7 years 7 months 6 days |
Total exercisable at September 30, 2017, Weighted-Average Remaining Contract Term | 4 years 4 months 29 days |
Aggregate Intrinsic Value | |
Outstanding at September 30, 2017, Aggregate Intrinsic Value | $ | $ 55,423 |
Total exercisable at September 30, 2017, Aggregate Intrinsic Value | $ | $ 21,307 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted Average Grant Date Fair Value of Options Granted, Intrinsic Value of Options Exercised and Fair Value of Awards Vested (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||
Weighted average grant date fair value of options (in dollars per share) | $ 6.50 | $ 4.84 | $ 4.83 | $ 3.89 |
Intrinsic value of options exercised | $ 31,361 | $ 8,129 | $ 44,227 | $ 14,239 |
Fair value of awards vested | $ 5,943 | $ 1,703 | $ 16,428 | $ 7,911 |
Stock-based Compensation - Su29
Stock-based Compensation - Summary of Unvested RSUs (Details) - RSUs | 9 Months Ended |
Sep. 30, 2017$ / sharesshares | |
Shares | |
Unvested at December 31, 2016 (in shares) | shares | 3,135,181 |
Granted (in shares) | shares | 2,190,440 |
Vested (in shares) | shares | (854,964) |
Forfeited/Cancelled (in shares) | shares | (1,124,925) |
Unvested at September 30, 2017 (in shares) | shares | 3,345,732 |
Weighted-Average Grant Date Fair Value | |
Unvested at December 31, 2016 (in dollars per share) | $ / shares | $ 10.70 |
Granted (in dollars per share) | $ / shares | 11.80 |
Vested (in dollars per share) | $ / shares | 10.30 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 10.54 |
Unvested at September 30, 2017 (in dollars per share) | $ / shares | $ 11.58 |
Stock-based Compensation - Allo
Stock-based Compensation - Allocated Share-Based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 7,521 | $ 4,085 | $ 20,568 | $ 11,590 |
Cost of revenue | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 469 | 288 | 1,231 | 738 |
Marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 447 | 229 | 1,419 | 628 |
Product development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | 2,180 | 1,234 | 6,253 | 3,117 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense | $ 4,425 | $ 2,334 | $ 11,665 | $ 7,107 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Benefit for income taxes | $ 12,562 | $ (4,363) | $ 23,051 | $ (22,238) | |
Unrecognized Tax Benefit | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Increase in unrecognized tax benefits | 200 | ||||
Unrecognized tax benefits | 23,800 | 23,800 | $ 23,600 | ||
Unrecognized tax benefits that would impact effective tax rate favorably | 23,800 | 23,800 | |||
Restructuring and exit costs | |||||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |||||
Benefit for income taxes | $ 500 | $ 3,800 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Major Categories of Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 184,021 | $ 103,108 |
Short-term investments | 50,407 | 100,494 |
Funds receivable and customer accounts | 18,481 | |
Asset | 252,909 | 203,602 |
Liability | 2,067 | |
Post-combination compensation classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 2,067 | |
Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 47,405 | 2,997 |
Short-term investments | 18,380 | 17,146 |
Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 118,862 | 98,161 |
Funds receivable and customer accounts | 18,481 | |
U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,736 | 1,950 |
Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,018 | |
Short-term investments | 10,941 | 33,303 |
U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 21,086 | 50,045 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 133,598 | 100,111 |
Short-term investments | 21,086 | 50,045 |
Funds receivable and customer accounts | 18,481 | |
Asset | 173,165 | 150,156 |
Liability | 0 | |
Level 1 | Post-combination compensation classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | |
Level 1 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Level 1 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 118,862 | 98,161 |
Funds receivable and customer accounts | 18,481 | |
Level 1 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 14,736 | 1,950 |
Level 1 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 1 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 21,086 | 50,045 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 50,423 | 2,997 |
Short-term investments | 29,321 | 50,449 |
Funds receivable and customer accounts | 0 | |
Asset | 79,744 | 53,446 |
Liability | 0 | |
Level 2 | Post-combination compensation classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 0 | |
Level 2 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 47,405 | 2,997 |
Short-term investments | 18,380 | 17,146 |
Level 2 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Funds receivable and customer accounts | 0 | |
Level 2 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 2 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 3,018 | |
Short-term investments | 10,941 | 33,303 |
Level 2 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 0 | 0 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Funds receivable and customer accounts | 0 | |
Asset | 0 | 0 |
Liability | 2,067 | |
Level 3 | Post-combination compensation classified as liability | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Liability | 2,067 | |
Level 3 | Commercial paper | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Level 3 | Money market funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Funds receivable and customer accounts | 0 | |
Level 3 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Level 3 | Corporate bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 3 | U.S. Government and agency bills | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 0 | $ 0 |
Fair Value Measurements - Sch33
Fair Value Measurements - Schedule of Unobservable Inputs Reconciliation (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Reconciliation of Beginning and Ending Balances for the Liabilities Measured at Fair Value Using Significant Observable Inputs | |
Balance at beginning of period | $ 2,067 |
Changes to liability-classified stock awards | 771 |
Conversion of liability-classified restricted shares upon vesting | (2,838) |
Balance at end of period | $ 0 |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | $ 115,566 | $ 103,520 |
Gross Unrealized Holding Loss | (12) | (31) |
Gross Unrealized Holding Gain | 12 | 2 |
Fair Value | 115,566 | 103,491 |
Cash and Cash Equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 65,158 | 2,997 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 1 | 0 |
Fair Value | 65,159 | 2,997 |
Cash and Cash Equivalents | Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 47,405 | 2,997 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 47,405 | 2,997 |
Cash and Cash Equivalents | Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 3,018 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 0 | |
Fair Value | 3,018 | |
Cash and Cash Equivalents | U.S. Government and agency bills | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 14,735 | |
Gross Unrealized Holding Loss | 0 | |
Gross Unrealized Holding Gain | 1 | |
Fair Value | 14,736 | |
Short-term Investments | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 50,408 | 100,523 |
Gross Unrealized Holding Loss | (12) | (31) |
Gross Unrealized Holding Gain | 11 | 2 |
Fair Value | 50,407 | 100,494 |
Short-term Investments | Commercial paper | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 18,380 | 17,146 |
Gross Unrealized Holding Loss | 0 | 0 |
Gross Unrealized Holding Gain | 0 | 0 |
Fair Value | 18,380 | 17,146 |
Short-term Investments | Corporate bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 10,949 | 33,318 |
Gross Unrealized Holding Loss | (8) | (16) |
Gross Unrealized Holding Gain | 0 | 1 |
Fair Value | 10,941 | 33,303 |
Short-term Investments | U.S. Government and agency bills | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cost | 21,079 | 50,059 |
Gross Unrealized Holding Loss | (4) | (15) |
Gross Unrealized Holding Gain | 11 | 1 |
Fair Value | $ 21,086 | $ 50,045 |
Net (Loss) Income Per Share - C
Net (Loss) Income Per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Numerator: | ||||
Net (loss) income | $ 25,802 | $ (2,399) | $ 37,050 | $ (8,518) |
Net income allocated to participating securities under the two-class method | (25) | 0 | (37) | 0 |
Net (loss) income applicable to common stockholders—basic | 25,777 | (2,399) | 37,013 | (8,518) |
Dilutive effect of net income allocated to participating securities under the two-class method | 25 | 0 | 37 | 0 |
Change in fair value of liability classified restricted stock | 0 | 0 | 771 | 0 |
Net (loss) income applicable to common stockholders—diluted | $ 25,802 | $ (2,399) | $ 37,821 | $ (8,518) |
Denominator: | ||||
Weighted average common shares outstanding—basic (in shares) | 119,592,191 | 113,757,212 | 117,387,714 | 112,980,639 |
Weighted average common shares outstanding—diluted (in shares) | 123,224,559 | 113,757,212 | 121,346,921 | 112,980,639 |
Net (loss) income per share applicable to common stockholders—basic (in dollars per shares) | $ 0.22 | $ (0.02) | $ 0.32 | $ (0.08) |
Net (loss) income per share applicable to common stockholders—diluted (in dollars per share) | $ 0.21 | $ (0.02) | $ 0.31 | $ (0.08) |
Participating securities excluded from computation of earnings per share (in shares) | 2,396,510 | 12,723,237 | 5,772,544 | 12,653,701 |
Participating Securities | ||||
Denominator: | ||||
Participating securities excluded from computation of earnings per share (in shares) | 114,963 | 114,963 | ||
Stock Options | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 2,254,792 | 0 | 2,847,662 | 0 |
Restricted stock units | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 1,308,104 | 0 | 1,075,915 | 0 |
Restricted Stock | ||||
Denominator: | ||||
Dilutive effect of common equivalent shares from options and restricted stock (in shares) | 69,472 | 0 | 35,630 | 0 |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Summary of Shares Excluded from the Calculation of Diluted Net Loss Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 2,396,510 | 12,723,237 | 5,772,544 | 12,653,701 |
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) | 2,211,038 | 10,364,872 | 4,980,520 | 10,890,258 |
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) | 185,472 | 2,358,365 | 792,024 | 1,718,766 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of earnings per share (in shares) | 0 | 0 | 0 | 44,677 |
Segment and Geographic Inform37
Segment and Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue, Major Customer [Line Items] | ||||
Revenue | $ 106,380 | $ 87,562 | $ 304,963 | $ 254,758 |
United States | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue | 75,829 | 66,204 | 220,898 | 194,018 |
International | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue | $ 30,551 | $ 21,358 | $ 84,065 | $ 60,740 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Non-Income Tax Obligations | ||
Loss Contingencies [Line Items] | ||
Non-income tax obligation reserve | $ 0.4 | $ 0.3 |
Restructuring and Other Exit 39
Restructuring and Other Exit Costs (Details) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2016position | |
Restructuring Cost and Reserve [Line Items] | ||||
Expected number of positions eliminated | position | 245 | |||
Number of positions eliminated, inception to date | 23.00% | |||
Restructuring costs | $ 1,766,000 | $ 13,026,000 | ||
Restructuring charges | 1,766,000 | $ 11,260,000 | ||
Expected remaining costs | 1,274,000 | 1,274,000 | ||
Minimum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 13,000,000 | 13,000,000 | ||
Maximum | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected cost | 14,300,000 | 14,300,000 | ||
Severance Charge | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 871,000 | 8,972,000 | 9,800,000 | |
Stock-Based Compensation | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 965,000 | 1,668,000 | 2,633,000 | |
Other Exit Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ (70,000) | $ 620,000 | $ 600,000 |
Restructuring and Other Exit 40
Restructuring and Other Exit Costs - Restructuring Charges Recorded to Date (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Restructuring Reserve [Roll Forward] | |||
Beginning balance | $ 7,204 | $ 0 | $ 0 |
Total restructuring and other exit costs | 1,766 | 11,260 | |
Costs charged against equity/assets | (965) | (1,668) | |
Cash payments | (4,565) | (2,388) | |
Ending balance | 3,440 | 7,204 | 3,440 |
Severance Charge | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 6,862 | 0 | 0 |
Total restructuring and other exit costs | 871 | 8,972 | 9,800 |
Costs charged against equity/assets | 0 | 0 | |
Cash payments | (4,385) | (2,110) | |
Ending balance | 3,348 | 6,862 | 3,348 |
Stock-Based Compensation | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 0 | 0 | 0 |
Total restructuring and other exit costs | 965 | 1,668 | 2,633 |
Costs charged against equity/assets | (965) | (1,668) | |
Cash payments | 0 | 0 | |
Ending balance | 0 | 0 | 0 |
Other Exit Costs | |||
Restructuring Reserve [Roll Forward] | |||
Beginning balance | 342 | 0 | 0 |
Total restructuring and other exit costs | (70) | 620 | 600 |
Costs charged against equity/assets | 0 | 0 | |
Cash payments | (180) | (278) | |
Ending balance | $ 92 | $ 342 | $ 92 |
Restructuring and Other Exit 41
Restructuring and Other Exit Costs - Restructuring and Other Exit Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2017 | Sep. 30, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 1,766 | $ 13,026 |
Cost of revenue | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 5 | 699 |
Marketing | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 337 | 2,686 |
Product development | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | 79 | 3,180 |
General and administrative | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs | $ 1,345 | $ 6,461 |