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Form 8-K ETSY INC For: Feb 26

February 26, 2020 4:09 PM

Etsy, Inc. Reports Fourth Quarter and Full Year 2019 Financial Results
Reports Consolidated Fourth Quarter Year-Over-Year GMS Growth of 32.8%; Revenue Growth of 35.0%
Issues 2020 Financial Guidance

Brooklyn, NY - February 26, 2020 - Etsy, Inc. (NASDAQ: ETSY), which operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world, today announced financial results for its fourth quarter and full year ended December 31, 2019.
“Last March we laid out a multi-year growth strategy for Etsy, including an ambitious product, marketing, and technology roadmap, which deepen our Right to Win and serve as the foundation for our five-year growth targets through 2023,” said Josh Silverman, Etsy, Inc. Chief Executive Officer. “We’re off to a great start with our 2019 performance, by staying focused on the fewest things that can make the greatest impact for buyers and sellers, including new initiatives that will further our competitive advantages and meaningfully contribute to future results. All of the work we’ve done in 2019 to improve the customer experience made Etsy.com a great destination for holiday shopping, with consolidated fourth quarter GMS and revenue growing 33% and 35% respectively, and 20% and 28% for the core marketplace.”

Fourth Quarter and Full Year 2019 Financial Summary
(in thousands except percentages; unaudited)

The financial results of Reverb have been included in our consolidated financial results from August 15, 2019, the date of acquisition. The key operating and financial metrics we use are:
 
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.

For information about how we define our metrics, see our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019.
“Our strong 2019 performance was driven by investments in marketing, product development, people and the cloud, all while maintaining very healthy adjusted EBITDA margins of approximately 23%,” said Rachel Glaser, Etsy, Inc. Chief Financial Officer. “These valuable strategic investments will enable Etsy to drive further growth and scale our business in 2020 and beyond.”



Fourth Quarter 2019 Etsy Marketplace Operational Results
The following operational highlights include results related to the Etsy.com marketplace and do not include Reverb results:
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.
Fourth Quarter 2019 Financial Results
The following financial highlights reflect our consolidated financial results and include the financial results of Reverb for the fourth 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 Outlook and Financial Guidance
Regarding Etsy’s outlook, Mr. Silverman commented, “Etsy entered 2020 with strong momentum, and we see a clear multi-year runway to continue improving search and discovery, building trust and human connections in the marketplace, expanding our integrated marketing approach, and investing to fuel our sellers’ success. This sets us up for continued growth to achieve the multi-year targets we set last March, with the Etsy marketplace expected to grow 16-20% in 2020, outpacing e-commerce growth, and revenue expected to grow at a faster rate. Reverb is a great addition to Etsy, and we will focus on product improvements and more sophisticated marketing programs to further its growth as a leading online marketplace for buying and selling new, used, and vintage musical instruments.”

We are issuing 2020 guidance for consolidated GMS, revenue, and Adjusted EBITDA.
 
 
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%

For a summary of the key items that we expect to impact our guidance, please read our Q4 investor presentation that is available on Etsy’s investor relations website, investors.etsy.com.
Etsy is not able, at this time, to provide GAAP targets for net income margin for 2020 because of the unreasonable effort of estimating certain items that are excluded from non-GAAP Adjusted EBITDA margin, including, for example, provision or benefit for income taxes and foreign exchange gain or loss, the effect of which may be significant.



Webcast and Conference Call Information

Etsy will host a webcast to discuss these results at 5:00 p.m. ET today. To access the live webcast and accompanying slide deck, please visit the Investor Events section of the Etsy Investor Relations website, investors.etsy.com. To join the call by phone, please dial 1-877-823-7014 (toll free) or 1-825-312-2242 (toll) and use the passcode 8532119. A replay will be available through the same link following the conference call, or by dialing 1-800-585-8367 (toll free) or 1-416-621-4642 (toll) with the passcode 8532119 starting at 8:00 p.m. ET tonight through March 11, 2020.
About Etsy
Etsy, Inc. operates two-sided online marketplaces that connect millions of passionate and creative buyers and sellers around the world. Our primary marketplace, Etsy.com, is the global destination for unique and creative goods. Buyers come to Etsy to be inspired and delighted by items that are crafted and curated by creative entrepreneurs. For sellers, we offer a range of tools and services that address key business needs. In addition, Etsy, Inc. owns Reverb, a leading global online marketplace dedicated to buying and selling new, used, and vintage musical instruments.

Etsy's mission is to “Keep Commerce Human,” and we're committed to using the power of business to strengthen communities and empower people. Our company was founded in 2005 and is headquartered in Brooklyn, New York.

Etsy has used, and intends to continue using, its Investor Relations website and the Etsy News Blog (blog.etsy.com/news) to disclose material non-public information and to comply with its disclosure obligations under Regulation FD. Accordingly, you should monitor our investor relations website and the Etsy News Blog in addition to following our press releases, SEC filings, and public conference calls and webcasts.
Investor Relations Contact:
Deb Wasser, Vice President, Investor Relations
[email protected]
Gabriel Ratcliff, Sr. Manager, Investor Relations
[email protected]
Media Relations Contact:
Sarah Marx, Senior Manager, Corporate Communications
[email protected]



Cautionary Statement Regarding Forward-Looking Statements

This press release contains or references forward-looking statements within the meaning of the federal securities laws. Forward-looking statements include statements relating to our financial guidance and key drivers thereof, planned updates to our Etsy Ads platform, our ability to continue to benefit from our transition to the cloud, and the impact of our strategy, marketing and product initiatives on our business and operating results going forward. Forward-looking statements include all statements that are not historical facts. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “will,” or similar expressions and the negatives of those words.
Forward-looking statements involve substantial risks and uncertainties that may cause actual results to differ materially from those that we expect. These risks and uncertainties include: (1) the fluctuation of our quarterly operating results; (2) our ability to successfully execute on our business strategy or if our strategy proves to be ineffective; (3) our ability to attract and retain an active and engaged community of sellers and buyers; (4) our history of operating losses; (5) macroeconomic events that are outside of our control; (6) our ability to recruit and retain employees; (7) the importance to our success of the trustworthiness of our marketplace and the connections within our community; (8) our ability to enhance our current offerings and develop new offerings to respond to the changing needs of sellers and buyers, including the success of our Etsy Ads platform; (9) the effectiveness of our marketing efforts; (10) the effectiveness of our mobile solutions for sellers and buyers; (11) our ability to expand our business in our core geographic markets; (12) regulation in the area of privacy and protection of user data; (13) our dependence on third-party payment providers; (14) acquisitions that may prove unsuccessful or divert management attention, including our acquisition of Reverb; and (15) the potential misuse or disclosure of sensitive information about members of our community and the potential for cyber-attacks. These risks and uncertainties are more fully described in our filings with the Securities and Exchange Commission, including in the section entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, and subsequent reports that we file with the Securities and Exchange Commission. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, we cannot guarantee future results, levels of activity, performance, achievements, or events and circumstances reflected in the forward-looking statements will occur.
Forward-looking statements represent our beliefs and assumptions only as of the date of this press release. We disclaim any obligation to update forward-looking statements.




Etsy, Inc.
Condensed Consolidated Balance Sheets
(in thousands; unaudited)

 
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







Etsy, Inc.
Condensed Consolidated Statements of Operations
(in thousands except share and per share amounts; unaudited)

 
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






Etsy, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands; unaudited)

 
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





Revenue Categories
In the fourth quarter of 2019, we reclassified Other revenue to Marketplace revenue. The following table provides our Marketplace and Other revenue under our previous and current presentation:
 
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

 

Currency-Neutral GMS Growth
We calculate currency-neutral GMS growth by translating current period GMS for goods sold that were listed in non-U.S. dollar currencies into U.S. dollars using prior year foreign currency exchange rates.
As reported and currency-neutral GMS growth for the periods presented below is as follows:
 
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
 %

Non-GAAP Financial Measures
Adjusted EBITDA
In this press release, we provide Adjusted EBITDA, a non-GAAP financial measure that represents our net income adjusted to exclude: interest and other non-operating expense, net; benefit for income taxes; depreciation and amortization; stock-based compensation expense; foreign exchange (gain) loss; acquisition-related expenses; non-ordinary course disputes; and restructuring and other exit costs (income). A reconciliation of Adjusted EBITDA to net income, the most directly comparable GAAP financial measure follows.
We have included Adjusted EBITDA in this press release because it is a key measure used by our management and Board of Directors to evaluate our operating performance and trends, allocate internal resources, prepare and approve our annual budget, develop short- and long-term operating plans, determine incentive compensation, and assess the health of our business. As our Adjusted EBITDA increases, we are able to invest more in our platform.
We believe that Adjusted EBITDA can provide a useful measure for period-to-period comparisons of our business as it removes the impact of certain non-cash items and certain variable charges.
Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:
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.
Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including net income and our other GAAP results.

Reconciliation of Net Income to Adjusted EBITDA
(Unaudited)
 
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


(1) Included in interest and depreciation expense amounts above, are interest and depreciation expense related to our headquarters lease. As part of the adoption of ASU 2016-02—Leases in the first quarter of 2019, we now account for our headquarters as a financing lease. Previously, we accounted for our headquarters under build-to-suit accounting requirements. In the three months and year ended December 31, 2019 and 2018 those amounts are as follows:

 
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






(2) Total stock-based compensation expense included in the Consolidated Statements of Operations is as follows:
 
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.

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