(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Exhibit No. | Description |
99.1 | Press Release issued by Etsy, Inc. on February 26, 2020 |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
Exhibit No. | Description |
104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
Three Months Ended December 31, | % Growth (Decline) Y/Y | Year Ended December 31, | % Growth Y/Y | ||||||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||||||||
GMS (1) | $ | 1,655,716 | $ | 1,246,472 | 32.8 | % | $ | 4,974,944 | $ | 3,931,745 | 26.5 | % | |||||||||
Revenue (2) | $ | 269,998 | $ | 200,028 | 35.0 | % | $ | 818,379 | $ | 603,693 | 35.6 | % | |||||||||
Marketplace revenue (3) | $ | 189,651 | $ | 151,406 | 25.3 | % | $ | 593,646 | $ | 444,765 | 33.5 | % | |||||||||
Services revenue | $ | 80,347 | $ | 48,622 | 65.2 | % | $ | 224,733 | $ | 158,928 | 41.4 | % | |||||||||
Net income | $ | 31,291 | $ | 41,251 | (24.1 | )% | $ | 95,894 | $ | 77,491 | 23.7 | % | |||||||||
Adjusted EBITDA (Non-GAAP) | $ | 54,624 | $ | 51,359 | 6.4 | % | $ | 186,268 | $ | 139,510 | 33.5 | % | |||||||||
Active sellers (4) | 2,699 | 2,115 | 27.6 | % | 2,699 | 2,115 | 27.6 | % | |||||||||||||
Active buyers (4) | 46,351 | 39,447 | 17.5 | % | 46,351 | 39,447 | 17.5 | % | |||||||||||||
Percent mobile GMS | 58 | % | 56 | % | 200 | bps | 58 | % | 55 | % | 300 | bps | |||||||||
Percent international GMS (1) | 35 | % | 36 | % | (100 | )bps | 36 | % | 35 | % | 100 | bps | |||||||||
(1) | GMS for the three months and the year ended December 31, 2019 includes Reverb’s GMS of $165.5 million and $242.4 million, respectively. Consolidated percent international GMS includes Reverb’s percent international GMS of 18% for both the three months and the year ended December 31, 2019. GMS for the Etsy marketplace on a standalone basis for the three months and the year ended December 31, 2019 was $1.5 billion and $4.7 billion, respectively. |
(2) | Revenue for the three months and the year ended December 31, 2019 includes Reverb’s revenue of $13.1 million and $19.1 million, respectively. Revenue for the Etsy marketplace on a standalone basis for the three months and the year ended December 31, 2019 was $256.9 million and $799.3 million, respectively. |
(3) | In the fourth quarter of 2019, we reclassified Other revenue to Marketplace revenue. See “Revenue Categories” for our Marketplace and Other revenue under our previous and current presentation. |
(4) | Active sellers and active buyers includes Reverb’s active sellers and active buyers of 162 thousand and 624 thousand, respectively, as of December 31, 2019. Reverb active sellers and active buyers are sellers and buyers who have incurred at least one charge or made at least one purchase, respectively, from Reverb in the last 12 months. Active sellers and active buyers for the Etsy marketplace on a standalone basis were approximately 2.5 million and 45.7 million, respectively. |
• | Etsy delivered a strong holiday shopping period in the fourth quarter. GMS generated on the five key shopping days from Thanksgiving through Cyber Monday was up 30% compared to the same period last year, driven primarily by product launches and our investment in marketing channels. Among other initiatives, we optimized the purchase flow to create urgency for buyers with high priced items in their cart, launched a listing overlay that nudges U.S. buyers to include additional items to reach the free shipping threshold of $35, and added recommendations after the sale to drive repeat purchases. |
• | Etsy’s transition to the cloud has played a key role in our product development efforts and our two-year migration plan is now complete. Our continued focus is on exploring ways to optimize efficiencies, improve performance, and leverage machine learning to improve the customer experience, most importantly with search and discovery. |
• | We continued to make progress providing Etsy sellers with tools and support that enable them to offer free shipping on orders of $35 or more to U.S. buyers, thereby improving marketplace dynamics. As of the end of the year, 65% of U.S. buyer GMS shipped for free, 74% of U.S. listing views were eligible to ship for free and 48% of orders were delivered with free shipping. |
• | While our Etsy Ads platform delivered positive returns for many sellers and revenue growth for Etsy in the fourth quarter, we will be iterating on our advertising offerings to help sellers more effectively drive traffic to their listings. In the second quarter of 2020, Etsy is planning to launch a new advertising service for Etsy sellers, called Offsite Ads. Etsy will pay the upfront costs to promote Etsy sellers’ listings on multiple internet platforms without any upfront costs for sellers. When a shopper clicks on an online offsite ad featuring a seller’s listing and purchases from their shop, the seller will pay Etsy an advertising fee on that order - only when they make a sale. The Etsy Ads service will be a dedicated on-site advertising program for sellers to promote their listings to shoppers on the Etsy marketplace. |
• | During the fourth quarter, we continued to increase our investments in mid and upper funnel marketing channels, including running our first television campaign outside of the U.S. and furthering our investments in social channels. We believe our holiday TV campaign delivered the strongest ROI to date and continued to positively move brand metrics on purchase intent and brand awareness. |
• | Active buyers grew 15.9% year-over-year in the fourth quarter, and active sellers grew 20.0% year-over-year, the latter accelerating for the fifth consecutive quarter. |
• | We made continued progress driving frequency, as Etsy’s GMS per active buyer on a trailing 12-month basis grew 160 basis points year-over-year and on a 2-year basis increased to over 6%. Habitual buyers, buyers who made 6 or more purchases and spent over $200 in the trailing 12-months, grew 23% in the fourth quarter of 2019, outpacing overall active buyer growth. |
• | International GMS was 37% of overall GMS, and increased 26% year-over-year on a currency-neutral basis, driven by our marketing efforts and our international domestic trade route, which is GMS generated between a non-U.S. buyer and a non-U.S. seller both in the same country. Within our international domestic trade route, the United Kingdom, one of our six core markets, reached record GMS levels during the quarter. |
• | GMS from paid channels was 17% of overall GMS in the fourth quarter of 2019, expanding 300 basis points compared to the third quarter of 2019. |
• | Total revenue was $270.0 million for the fourth quarter of 2019, which included $13.1 million related to the results of Reverb, up 35.0% year-over-year, driven by growth in both Marketplace and Services revenue. |
• | Gross profit for the fourth quarter of 2019 was $179.2 million, up 25.4% year-over-year, and gross margin was 66.4%, down 500 basis points compared with 71.4% in the fourth quarter of 2018. The contraction in gross margin was primarily driven by amortization related to our recent acquisition of Reverb, and our consolidated ad platform, Etsy Ads. |
• | Total operating expenses were $154.1 million in the fourth quarter of 2019, up 35.9% year-over-year. The increase in operating expenses was driven primarily by investments in brand marketing related to our global holiday campaign and decreases in the amount of employee-related costs capitalized in 2019 compared to 2018 for several larger projects. |
• | Net income for the fourth quarter of 2019 was $31.3 million, down 24.1% year-over-year, with diluted earnings per share of $0.25. |
• | Non-GAAP Adjusted EBITDA for the fourth quarter of 2019 was $54.6 million. Non-GAAP Adjusted EBITDA margin (i.e., non-GAAP Adjusted EBITDA divided by revenue) was 20.2% in the fourth quarter of 2019, down 550 basis points year-over-year. Adjusted EBITDA performance was driven primarily by revenue growth and increased efficiencies in our operating structure. |
• | Cash, cash equivalents, short- and long-term investments were $906.6 million as of December 31, 2019. Under the stock repurchase program, Etsy repurchased an aggregate of approximately $22.2 million, or 425,078 shares of its common stock, in the fourth quarter of 2019. |
2020 Guidance | ||
GMS | ~$6.2B - $6.4B | |
GMS growth | 25% - 28% | |
Revenue | ~$1.04B - $1.06B | |
Revenue growth | 27% - 30% | |
Adjusted EBITDA | $220M - $235M | |
Adjusted EBITDA margin | ~21% - 22% | |
As of December 31, | |||||||
2019 | 2018 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 443,293 | $ | 366,985 | |||
Short-term investments | 373,959 | 257,302 | |||||
Accounts receivable, net | 15,386 | 12,244 | |||||
Prepaid and other current assets | 38,614 | 22,686 | |||||
Funds receivable and seller accounts | 49,786 | 21,072 | |||||
Total current assets | 921,038 | 680,289 | |||||
Restricted cash | 5,341 | 5,341 | |||||
Property and equipment, net | 144,864 | 120,179 | |||||
Goodwill | 138,731 | 37,482 | |||||
Intangible assets, net | 199,236 | 34,589 | |||||
Deferred tax assets | 14,257 | 23,464 | |||||
Long-term investments | 89,343 | — | |||||
Other assets | 29,542 | 507 | |||||
Total assets | $ | 1,542,352 | $ | 901,851 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 26,324 | $ | 26,545 | |||
Accrued expenses | 88,345 | 49,158 | |||||
Finance lease obligations—current | 8,275 | 3,884 | |||||
Funds payable and amounts due to sellers | 49,786 | 21,072 | |||||
Deferred revenue | 7,617 | 7,478 | |||||
Other current liabilities | 8,181 | 3,925 | |||||
Total current liabilities | 188,528 | 112,062 | |||||
Finance lease obligations—net of current portion | 53,611 | 2,095 | |||||
Deferred tax liabilities | 64,497 | 30,455 | |||||
Facility financing obligation | — | 59,991 | |||||
Long-term debt, net | 785,126 | 276,486 | |||||
Other liabilities | 43,956 | 19,864 | |||||
Total liabilities | 1,135,718 | 500,953 | |||||
Total stockholders’ equity | 406,634 | 400,898 | |||||
Total liabilities and stockholders’ equity | $ | 1,542,352 | $ | 901,851 | |||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Revenue | $ | 269,998 | $ | 200,028 | $ | 818,379 | $ | 603,693 | |||||||
Cost of revenue | 90,824 | 57,111 | 271,036 | 190,762 | |||||||||||
Gross profit | 179,174 | 142,917 | 547,343 | 412,931 | |||||||||||
Operating expenses: | |||||||||||||||
Marketing | 84,034 | 63,362 | 215,570 | 158,013 | |||||||||||
Product development | 35,701 | 28,542 | 121,878 | 97,249 | |||||||||||
General and administrative | 34,401 | 21,524 | 121,134 | 82,883 | |||||||||||
Total operating expenses | 154,136 | 113,428 | 458,582 | 338,145 | |||||||||||
Income from operations | 25,038 | 29,489 | 88,761 | 74,786 | |||||||||||
Other expense, net | (2,287 | ) | (6,613 | ) | (8,115 | ) | (19,708 | ) | |||||||
Income before income taxes | 22,751 | 22,876 | 80,646 | 55,078 | |||||||||||
Benefit for income taxes | 8,540 | 18,375 | 15,248 | 22,413 | |||||||||||
Net income | $ | 31,291 | $ | 41,251 | $ | 95,894 | $ | 77,491 | |||||||
Net income per share attributable to common stockholders: | |||||||||||||||
Basic | $ | 0.26 | $ | 0.34 | $ | 0.80 | $ | 0.64 | |||||||
Diluted | $ | 0.25 | $ | 0.32 | $ | 0.76 | $ | 0.61 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 118,403,747 | 120,192,912 | 119,665,248 | 120,146,076 | |||||||||||
Diluted | 123,397,255 | 129,012,508 | 125,720,073 | 127,084,785 | |||||||||||
Year Ended December 31, | |||||||
2019 | 2018 | ||||||
Cash flows from operating activities | |||||||
Net income | $ | 95,894 | $ | 77,491 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Stock-based compensation expense | 44,395 | 38,231 | |||||
Depreciation and amortization expense | 48,031 | 26,742 | |||||
Bad debt expense | 10,963 | 4,124 | |||||
Foreign exchange (gain) loss | (5,708 | ) | 5,997 | ||||
Amortization of debt issuance costs | 2,006 | 1,191 | |||||
Non-cash interest expense | 19,108 | 10,968 | |||||
Interest (income) expense on marketable securities | (4,182 | ) | (2,887 | ) | |||
Loss on disposal of assets | 1,667 | 136 | |||||
Deferred income taxes | (15,248 | ) | (22,414 | ) | |||
Changes in operating assets and liabilities | 9,994 | 59,346 | |||||
Net cash provided by operating activities | 206,920 | 198,925 | |||||
Cash flows from investing activities | |||||||
Acquisition of businesses, net of cash acquired | (270,409 | ) | — | ||||
Cash paid for asset acquisition and intangible assets | (1,963 | ) | (35,494 | ) | |||
Purchases of property and equipment | (7,528 | ) | (1,019 | ) | |||
Development of internal-use software | (7,750 | ) | (19,537 | ) | |||
Purchases of marketable securities | (661,821 | ) | (514,286 | ) | |||
Sales of marketable securities | 461,098 | 284,943 | |||||
Net cash used in investing activities | (488,373 | ) | (285,393 | ) | |||
Cash flows from financing activities | |||||||
Payment of tax obligations on vested equity awards | (32,547 | ) | (24,065 | ) | |||
Repurchase of stock | (176,985 | ) | (134,647 | ) | |||
Proceeds from exercise of stock options | 9,791 | 18,253 | |||||
Proceeds from issuance of convertible senior notes | 650,000 | 345,000 | |||||
Payment of debt issuance costs | (11,904 | ) | (9,962 | ) | |||
Purchase of capped call | (76,180 | ) | (34,224 | ) | |||
Payments on finance lease obligations | (10,833 | ) | (6,057 | ) | |||
Payments on facility financing obligation | — | (10,164 | ) | ||||
Other financing, net | 8,265 | (128 | ) | ||||
Net cash provided by financing activities | 359,607 | 144,006 | |||||
Effect of exchange rate changes on cash | (1,846 | ) | (5,995 | ) | |||
Net increase in cash, cash equivalents, and restricted cash | 76,308 | 51,543 | |||||
Cash, cash equivalents, and restricted cash at beginning of period | 372,326 | 320,783 | |||||
Cash, cash equivalents, and restricted cash at end of period | $ | 448,634 | $ | 372,326 | |||
Quarter-to-Date Period Ended | |||||||||||||||
Previous Presentation | Current Presentation | ||||||||||||||
Marketplace Revenue | Other Revenue | Marketplace Revenue | Other Revenue | ||||||||||||
(in thousands) | |||||||||||||||
September 30, 2019 | $ | 140,966 | $ | 662 | $ | 141,628 | $ | — | |||||||
June 30, 2019 | 134,403 | 796 | 135,199 | — | |||||||||||
March 31, 2019 | 126,130 | 1,038 | 127,168 | — | |||||||||||
December 31, 2018 | 150,540 | 866 | 151,406 | — | |||||||||||
September 30, 2018 | 110,927 | 1,245 | 112,172 | — | |||||||||||
June 30, 2018 | 91,306 | 1,574 | 92,880 | — | |||||||||||
March 31, 2018 | 87,967 | 340 | 88,307 | — | |||||||||||
Quarter-to-Date Period Ended | Year-to-Date Period Ended | ||||||||||||||||
As Reported | Currency-Neutral | FX Impact | As Reported | Currency-Neutral | FX Impact | ||||||||||||
December 31, 2019 | 32.8 | % | 33.0 | % | (0.2 | )% | 26.5 | % | 27.5 | % | (1.0 | )% | |||||
September 30, 2019 | 30.1 | % | 31.1 | % | (1.0 | )% | 23.6 | % | 26.1 | % | (2.5 | )% | |||||
June 30, 2019 | 21.4 | % | 22.8 | % | (1.4 | )% | 20.2 | % | 21.7 | % | (1.5 | )% | |||||
March 31, 2019 | 18.9 | % | 20.6 | % | (1.7 | )% | 18.9 | % | 20.6 | % | (1.7 | )% | |||||
December 31, 2018 | 22.3 | % | 23.1 | % | (0.8 | )% | 20.8 | % | 20.4 | % | 0.4 | % | |||||
• | Adjusted EBITDA does not reflect other non-operating expenses, net of other non-operating income, including net interest expense; |
• | Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us; |
• | although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
• | Adjusted EBITDA does not consider the impact of stock-based compensation expense; |
• | Adjusted EBITDA does not consider the impact of foreign exchange (gain) loss; |
• | Adjusted EBITDA does not reflect acquisition-related expenses; |
• | Adjusted EBITDA does not consider the impact of non-ordinary course disputes; |
• | Adjusted EBITDA does not consider the impact of restructuring and other exit costs (income); and |
• | other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(in thousands) | |||||||||||||||
Net income | $ | 31,291 | $ | 41,251 | $ | 95,894 | $ | 77,491 | |||||||
Excluding: | |||||||||||||||
Interest and other non-operating expense, net (1) | 6,372 | 3,099 | 11,121 | 13,221 | |||||||||||
Benefit for income taxes | (8,540 | ) | (18,375 | ) | (15,248 | ) | (22,413 | ) | |||||||
Depreciation and amortization (1) | 15,271 | 7,626 | 48,031 | 26,742 | |||||||||||
Stock-based compensation expense (2) | 13,339 | 14,244 | 44,395 | 38,231 | |||||||||||
Foreign exchange (gain) loss (3) | (4,085 | ) | 3,514 | (3,006 | ) | 6,487 | |||||||||
Acquisition-related expenses (4) | 976 | — | 3,917 | — | |||||||||||
Non-ordinary course disputes | — | — | 1,164 | — | |||||||||||
Restructuring and other exit costs (income) | — | — | — | (249 | ) | ||||||||||
Adjusted EBITDA | $ | 54,624 | $ | 51,359 | $ | 186,268 | $ | 139,510 | |||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(in thousands) | |||||||||||||||
Interest expense | $ | 642 | $ | 2,248 | $ | 2,675 | $ | 8,996 | |||||||
Depreciation | 2,197 | 819 | 8,789 | 3,276 | |||||||||||
Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
(in thousands) | |||||||||||||||
Cost of revenue | $ | 1,658 | $ | 990 | $ | 5,787 | $ | 3,357 | |||||||
Marketing | 1,224 | 688 | 3,774 | 2,507 | |||||||||||
Product development | 6,519 | 9,873 | 21,085 | 21,234 | |||||||||||
General and administrative | 3,938 | 2,693 | 13,749 | 11,133 | |||||||||||
Total stock-based compensation expense | $ | 13,339 | $ | 14,244 | $ | 44,395 | $ | 38,231 | |||||||
(3) | The changes in foreign exchange (gain) loss are primarily driven by U.S. Dollar to Euro exchange rate fluctuations on our intercompany and other non-functional currency balances. |
(4) | Acquisition-related expenses are expenses related to our acquisition of Reverb. |