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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Wayfair Inc | NYSE:W | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
1.11 | 1.62% | 69.55 | 69.68 | 66.47 | 68.40 | 5,812,799 | 01:00:00 |
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x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4791999
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(State or other jurisdiction of
incorporation or organization)
|
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(I.R.S. Employer
Identification Number)
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4 Copley Place, Boston, MA
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02116
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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Emerging growth company
o
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A Common Stock, $0.001 par value per share
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W
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The New York Stock Exchange
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Class
|
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Outstanding at April 25, 2019
|
Class A Common Stock, $0.001 par value per share
|
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64,071,179
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Class B Common Stock, $0.001 par value per share
|
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27,568,791
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Page
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•
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economic factors, such as interest rates, the housing market, currency exchange fluctuations and changes in customer spending;
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•
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developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith.
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March 31,
2019 |
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December 31,
2018 |
||||
Assets
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
722,360
|
|
|
$
|
849,461
|
|
Short-term investments
|
|
83,302
|
|
|
114,278
|
|
||
Accounts receivable, net of allowance of $10,540
and $9,312 at March 31, 2019 and December 31, 2018, respectively
|
|
60,596
|
|
|
50,603
|
|
||
Inventories
|
|
43,643
|
|
|
46,164
|
|
||
Prepaid expenses and other current assets
|
|
207,931
|
|
|
195,430
|
|
||
Total current assets
|
|
1,117,832
|
|
|
1,255,936
|
|
||
Property and equipment, net
|
|
430,548
|
|
|
606,977
|
|
||
Goodwill and intangible assets, net
|
|
700
|
|
|
2,585
|
|
||
Operating lease right-of-use assets
|
|
552,033
|
|
|
—
|
|
||
Long-term investments
|
|
—
|
|
|
6,526
|
|
||
Other noncurrent assets
|
|
12,752
|
|
|
18,826
|
|
||
Total assets
|
|
$
|
2,113,865
|
|
|
$
|
1,890,850
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
705,974
|
|
|
$
|
650,174
|
|
Accrued expenses
|
|
207,206
|
|
|
212,997
|
|
||
Unearned revenue
|
|
146,460
|
|
|
148,057
|
|
||
Other current liabilities
|
|
170,173
|
|
|
127,995
|
|
||
Total current liabilities
|
|
1,229,813
|
|
|
1,139,223
|
|
||
Lease financing obligation, net of current portion
|
|
—
|
|
|
183,056
|
|
||
Operating lease liabilities
|
|
607,630
|
|
|
—
|
|
||
Long-term debt
|
|
750,156
|
|
|
738,904
|
|
||
Other liabilities
|
|
5,413
|
|
|
160,388
|
|
||
Total liabilities
|
|
2,593,012
|
|
|
2,221,571
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
|
|
|
||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at March 31, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Stockholders’ deficit:
|
|
|
|
|
|
|||
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 63,653,911 and 62,329,701 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
|
64
|
|
|
63
|
|
||
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 27,747,581 and 28,417,882 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively
|
|
28
|
|
|
28
|
|
||
Additional paid-in capital
|
|
802,973
|
|
|
753,657
|
|
||
Accumulated deficit
|
|
(1,281,228
|
)
|
|
(1,082,689
|
)
|
||
Accumulated other comprehensive (loss)
|
|
(984
|
)
|
|
(1,780
|
)
|
||
Total stockholders’ deficit
|
|
(479,147
|
)
|
|
(330,721
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
2,113,865
|
|
|
$
|
1,890,850
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net revenue
|
|
$
|
1,944,829
|
|
|
$
|
1,404,269
|
|
Cost of goods sold
|
|
1,474,373
|
|
|
1,080,445
|
|
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Gross profit
|
|
470,456
|
|
|
323,824
|
|
||
Operating expenses:
|
|
|
|
|
|
|
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Customer service and merchant fees
|
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76,473
|
|
|
53,884
|
|
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Advertising
|
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243,969
|
|
|
161,646
|
|
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Selling, operations, technology, general and administrative
|
|
343,648
|
|
|
211,363
|
|
||
Total operating expenses
|
|
664,090
|
|
|
426,893
|
|
||
Loss from operations
|
|
(193,634
|
)
|
|
(103,069
|
)
|
||
Interest expense, net
|
|
(9,238
|
)
|
|
(5,407
|
)
|
||
Other income, net
|
|
3,078
|
|
|
941
|
|
||
Loss before income taxes
|
|
(199,794
|
)
|
|
(107,535
|
)
|
||
Provision for income taxes
|
|
595
|
|
|
240
|
|
||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(2.20
|
)
|
|
$
|
(1.22
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
91,104
|
|
|
88,467
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Other comprehensive loss:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
844
|
|
|
(760
|
)
|
||
Net unrealized loss on available-for-sale investments
|
|
(48
|
)
|
|
(135
|
)
|
||
Comprehensive loss
|
|
$
|
(199,593
|
)
|
|
$
|
(108,670
|
)
|
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders'
Deficit
|
|||||||||||
Balance at December 31, 2017
|
|
88,209
|
|
|
$
|
88
|
|
|
$
|
537,212
|
|
|
$
|
(583,266
|
)
|
|
$
|
(2,363
|
)
|
|
$
|
(48,329
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(107,775
|
)
|
|
—
|
|
|
(107,775
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(895
|
)
|
|
(895
|
)
|
|||||
Exercise of options to purchase common stock
|
|
10
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
640
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(5
|
)
|
|
—
|
|
|
(391
|
)
|
|
—
|
|
|
—
|
|
|
(391
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
25,499
|
|
|
—
|
|
|
—
|
|
|
25,499
|
|
|||||
Adoption of ASU No. 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,657
|
|
|
—
|
|
|
4,657
|
|
|||||
Balance at March 31, 2018
|
|
88,854
|
|
|
$
|
89
|
|
|
$
|
562,349
|
|
|
$
|
(686,384
|
)
|
|
$
|
(3,258
|
)
|
|
$
|
(127,204
|
)
|
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Deficit
|
|||||||||||
Balance at December 31, 2018
|
|
90,748
|
|
|
$
|
91
|
|
|
$
|
753,657
|
|
|
$
|
(1,082,689
|
)
|
|
$
|
(1,780
|
)
|
|
$
|
(330,721
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,389
|
)
|
|
—
|
|
|
(200,389
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
796
|
|
|
796
|
|
|||||
Exercise of options to purchase common stock
|
|
21
|
|
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
633
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(1
|
)
|
|
—
|
|
|
(165
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
49,414
|
|
|
—
|
|
|
—
|
|
|
49,414
|
|
|||||
Adoption of ASU No. 2016-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,850
|
|
|
—
|
|
|
1,850
|
|
|||||
Balance at March 31, 2019
|
|
91,401
|
|
|
$
|
92
|
|
|
$
|
802,973
|
|
|
$
|
(1,281,228
|
)
|
|
$
|
(984
|
)
|
|
$
|
(479,147
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
||||
Depreciation and amortization
|
|
39,583
|
|
|
25,962
|
|
||
Equity based compensation
|
|
47,060
|
|
|
24,400
|
|
||
Amortization of discount and issuance costs on convertible notes
|
|
12,456
|
|
|
4,281
|
|
||
Other non-cash adjustments
|
|
(1,374
|
)
|
|
111
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(11,570
|
)
|
|
6,010
|
|
||
Inventories
|
|
2,427
|
|
|
(6,491
|
)
|
||
Prepaid expenses and other current assets
|
|
(10,535
|
)
|
|
(17,218
|
)
|
||
Accounts payable and accrued expenses
|
|
46,631
|
|
|
34,058
|
|
||
Unearned revenue and other liabilities
|
|
(4,933
|
)
|
|
23,821
|
|
||
Other assets
|
|
(704
|
)
|
|
(236
|
)
|
||
Net cash used in operating activities
|
|
(81,348
|
)
|
|
(13,077
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|||
Sale and maturities of short-term investments
|
|
37,936
|
|
|
11,390
|
|
||
Purchase of property and equipment
|
|
(60,626
|
)
|
|
(21,363
|
)
|
||
Site and software development costs
|
|
(24,843
|
)
|
|
(13,154
|
)
|
||
Other investing activities
|
|
2,838
|
|
|
(267
|
)
|
||
Net cash used in investing activities
|
|
(44,695
|
)
|
|
(23,394
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|||
Taxes paid related to net share settlement of equity awards
|
|
(165
|
)
|
|
(391
|
)
|
||
Deferred financing costs
|
|
(791
|
)
|
|
—
|
|
||
Net proceeds from exercise of stock options
|
|
67
|
|
|
29
|
|
||
Net cash used in financing activities
|
|
(889
|
)
|
|
(362
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(169
|
)
|
|
(101
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(127,101
|
)
|
|
(36,934
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
||
Beginning of period
|
|
849,461
|
|
|
558,960
|
|
||
End of period
|
|
$
|
722,360
|
|
|
$
|
522,026
|
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
|
|
|
||
Cash paid for interest on long-term debt
|
|
$
|
809
|
|
|
$
|
746
|
|
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities
|
|
$
|
3,143
|
|
|
$
|
4,727
|
|
Construction costs capitalized under finance lease obligation and other leases
|
|
$
|
—
|
|
|
$
|
28,323
|
|
|
|
December 31, 2018
|
|
ASU 2016-02 Adjustments
|
|
January 1, 2019
|
||||||
Balance sheet line item
|
|
|
|
|
|
|
||||||
Property and equipment, net
|
|
$
|
606,977
|
|
|
$
|
(227,709
|
)
|
|
$
|
379,268
|
|
Operating lease right-of-use assets
|
|
$
|
—
|
|
|
$
|
524,082
|
|
|
$
|
524,082
|
|
Other noncurrent assets
|
|
$
|
18,826
|
|
|
$
|
(6,814
|
)
|
|
$
|
12,012
|
|
Other liabilities
|
|
$
|
160,388
|
|
|
$
|
(155,996
|
)
|
|
$
|
4,392
|
|
Other current liabilities
|
|
$
|
127,995
|
|
|
$
|
(9,624
|
)
|
|
$
|
118,371
|
|
Lease financing obligation, net of current portion
|
|
$
|
183,056
|
|
|
$
|
(183,056
|
)
|
|
$
|
—
|
|
Operating lease liabilities
|
|
$
|
—
|
|
|
$
|
636,385
|
|
|
$
|
636,385
|
|
Accumulated deficit
|
|
$
|
(1,082,689
|
)
|
|
$
|
1,850
|
|
|
$
|
(1,080,839
|
)
|
|
|
March 31, 2019
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
$
|
83,350
|
|
|
$
|
10
|
|
|
$
|
(58
|
)
|
|
$
|
83,302
|
|
Total
|
|
$
|
83,350
|
|
|
$
|
10
|
|
|
$
|
(58
|
)
|
|
$
|
83,302
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
$
|
114,402
|
|
|
$
|
—
|
|
|
$
|
(124
|
)
|
|
$
|
114,278
|
|
Long-term:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
|
6,603
|
|
|
—
|
|
|
(77
|
)
|
|
6,526
|
|
||||
Total
|
|
$
|
121,005
|
|
|
$
|
—
|
|
|
$
|
(201
|
)
|
|
$
|
120,804
|
|
▪
|
Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities
|
▪
|
Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full-term of the asset or liability
|
▪
|
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability
|
|
|
March 31, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds and other funds
|
|
$
|
611,809
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
611,809
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|||||||
Investment securities
|
|
—
|
|
|
83,302
|
|
|
—
|
|
|
83,302
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||
Total
|
|
$
|
616,809
|
|
|
$
|
83,302
|
|
|
$
|
—
|
|
|
$
|
700,111
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
715,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
715,086
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
114,278
|
|
|
—
|
|
|
114,278
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||
Long-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
6,526
|
|
|
—
|
|
|
6,526
|
|
||||
Total
|
|
$
|
720,086
|
|
|
$
|
120,804
|
|
|
$
|
—
|
|
|
$
|
840,890
|
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Furniture and computer equipment
|
|
$
|
384,081
|
|
|
$
|
339,761
|
|
Site and software development costs
|
|
195,734
|
|
|
172,653
|
|
||
Leasehold improvements
|
|
153,337
|
|
|
109,929
|
|
||
Construction in progress
|
|
15,531
|
|
|
90,104
|
|
||
Buildings (leased - Note 6)
|
|
—
|
|
|
184,694
|
|
||
|
|
748,683
|
|
|
897,141
|
|
||
Less accumulated depreciation and amortization
|
|
(318,135
|
)
|
|
(290,164
|
)
|
||
Property and equipment, net
|
|
$
|
430,548
|
|
|
$
|
606,977
|
|
|
|
March 31, 2019
|
||
Supplemental cash flows information
|
|
|
||
Cash payments included in operating cash flows from lease arrangements
|
|
$
|
24,323
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
44,764
|
|
|
|
|
||
Additional lease information
|
|
|
||
Weighted average remaining lease term
|
|
9 years
|
|
|
Weighted average discount rate
|
|
6.6
|
%
|
|
|
Amount
|
||
2019 (excluding the three months ended March 31, 2019)
|
|
$
|
82,351
|
|
2020
|
|
113,566
|
|
|
2021
|
|
108,290
|
|
|
2022
|
|
101,830
|
|
|
2023
|
|
97,637
|
|
|
Thereafter
|
|
389,900
|
|
|
Total future minimum lease payments
|
|
893,574
|
|
|
Less: Imputed interest
|
|
(225,107
|
)
|
|
Total
|
|
$
|
668,467
|
|
|
|
March 31, 2019
|
||
Balance sheet line item
|
|
|
||
Other current liabilities
|
|
$
|
60,837
|
|
Operating lease liabilities
|
|
607,630
|
|
|
Total operating leases
|
|
$
|
668,467
|
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||
Outstanding at December 31, 2018
|
|
79,802
|
|
|
$
|
3.05
|
|
|
2.5
|
Options exercised
|
|
(21,018
|
)
|
|
$
|
3.18
|
|
|
|
Outstanding and exercisable at March 31, 2019
|
|
58,784
|
|
|
$
|
3.00
|
|
|
2.2
|
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value
|
|||
Unvested at December 31, 2018
|
|
20,000
|
|
|
$
|
44.34
|
|
Unvested as of March 31, 2019
|
|
20,000
|
|
|
$
|
44.34
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at December 31, 2018
|
|
7,970,959
|
|
|
$
|
72.43
|
|
RSUs granted
|
|
825,910
|
|
|
$
|
163.51
|
|
RSUs vested
|
|
(634,851
|
)
|
|
$
|
60.98
|
|
RSUs forfeited/canceled
|
|
(262,301
|
)
|
|
$
|
76.89
|
|
Outstanding as of March 31, 2019
|
|
7,899,717
|
|
|
$
|
82.70
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
U.S. Direct Retail
|
|
$
|
1,644,050
|
|
|
$
|
1,186,205
|
|
U.S. Other
|
|
13,648
|
|
|
15,379
|
|
||
U.S. segment net revenue
|
|
1,657,698
|
|
|
1,201,584
|
|
||
International Direct Retail
|
|
287,131
|
|
|
202,685
|
|
||
International segment net revenue
|
|
287,131
|
|
|
202,685
|
|
||
Total net revenue
|
|
$
|
1,944,829
|
|
|
$
|
1,404,269
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Adjusted EBITDA:
|
|
|
|
|
||||
U.S.
|
|
$
|
(27,782
|
)
|
|
$
|
(7,938
|
)
|
International
|
|
(74,436
|
)
|
|
(42,022
|
)
|
||
Total reportable segments Adjusted EBITDA
|
|
(102,218
|
)
|
|
(49,960
|
)
|
||
Less: reconciling items (1)
|
|
(98,171
|
)
|
|
(57,815
|
)
|
||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Depreciation and amortization
|
|
$
|
39,583
|
|
|
$
|
25,962
|
|
Equity based compensation and related taxes
|
|
51,833
|
|
|
27,147
|
|
||
Interest expense, net
|
|
9,238
|
|
|
5,407
|
|
||
Other (income), net
|
|
(3,078
|
)
|
|
(941
|
)
|
||
Provision for income taxes
|
|
595
|
|
|
240
|
|
||
Total reconciling items
|
|
$
|
98,171
|
|
|
$
|
57,815
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Assets by segment
|
|
|
|
|
|
|
||
U.S.
|
|
$
|
788,194
|
|
|
$
|
670,344
|
|
International
|
|
117,133
|
|
|
56,177
|
|
||
Total reportable segments assets
|
|
905,327
|
|
|
726,521
|
|
||
Plus: reconciling corporate assets
|
|
1,208,538
|
|
|
1,164,329
|
|
||
Total assets
|
|
$
|
2,113,865
|
|
|
$
|
1,890,850
|
|
•
|
A secured revolving credit facility under which the Borrower may borrow up to
$165 million
, subject to certain sublimits, with a final maturity date of February 21, 2022 (the “Revolver”). The Revolver may be increased to up to
$200 million
in the aggregate within 90 days following the Closing Date.
|
•
|
The Borrower also has the right, subject to certain customary conditions, to increase the Revolver by
$50 million
.
|
•
|
The Revolver has the following sublimits:
|
◦
|
a
$100 million
letter of credit sublimit; and
|
◦
|
a
$15 million
swing line sublimit.
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2017 Notes
|
|
2018 Notes
|
||||
Principal amounts:
|
|
|
|
|
|
|
|
|
||||
Principal
|
|
431,250
|
|
|
575,000
|
|
|
431,250
|
|
|
575,000
|
|
Unamortized debt discount
|
|
(75,002
|
)
|
|
(181,092
|
)
|
|
(79,911
|
)
|
|
(187,435
|
)
|
Net carrying amount
|
|
356,248
|
|
|
393,908
|
|
|
351,339
|
|
|
387,565
|
|
|
|
Three months ended March 31, 2019
|
|
Three months ended March 31, 2018
|
|||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2017 Notes
|
|||
Contractual interest expense
|
|
809
|
|
|
—
|
|
|
—
|
|
Interest cost related to amortization of the debt discount
|
|
4,504
|
|
|
7,961
|
|
|
5,027
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Weighted average common shares used for basic and diluted net loss per share computation
|
|
91,104
|
|
|
88,467
|
|
||
Net loss per common share:
|
|
|
|
|
||||
Basic and Diluted
|
|
$
|
(2.20
|
)
|
|
$
|
(1.22
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
U.S. Direct Retail
|
|
$
|
1,644,050
|
|
|
$
|
1,186,205
|
|
U.S. Other
|
|
13,648
|
|
|
15,379
|
|
||
U.S. segment net revenue
|
|
1,657,698
|
|
|
1,201,584
|
|
||
International Direct Retail
|
|
287,131
|
|
|
202,685
|
|
||
International segment net revenue
|
|
287,131
|
|
|
202,685
|
|
||
Total net revenue
|
|
$
|
1,944,829
|
|
|
$
|
1,404,269
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Consolidated Financial Metrics
|
|
|
|
|
|
|
|
|
|
||
Net Revenue
|
|
$
|
1,944,829
|
|
|
$
|
1,404,269
|
|
|
38.5
|
%
|
Adjusted EBITDA
|
|
$
|
(102,218
|
)
|
|
$
|
(49,960
|
)
|
|
|
|
Free cash flow
|
|
$
|
(166,817
|
)
|
|
$
|
(47,594
|
)
|
|
|
|
Direct Retail Financial and Operating Metrics
|
|
|
|
|
|
|
|
||||
Direct Retail Net Revenue
|
|
$
|
1,931,181
|
|
|
$
|
1,388,890
|
|
|
39.0
|
%
|
Active Customers
|
|
16,408
|
|
|
11,795
|
|
|
39.1
|
%
|
||
LTM Net Revenue per Active Customer
|
|
$
|
442
|
|
|
$
|
432
|
|
|
2.3
|
%
|
Orders Delivered
|
|
8,163
|
|
|
5,888
|
|
|
38.6
|
%
|
||
Average Order Value
|
|
$
|
237
|
|
|
$
|
236
|
|
|
0.4
|
%
|
▪
|
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 reflect equity based compensation and related taxes;
|
▪
|
Adjusted EBITDA does not reflect changes in our working capital;
|
▪
|
Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us;
|
▪
|
Adjusted EBITDA does not reflect depreciation and interest expenses associated with the lease financing obligation; and
|
▪
|
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Reconciliation of Adjusted EBITDA
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Depreciation and amortization
|
|
39,583
|
|
|
25,962
|
|
||
Equity based compensation and related taxes
|
|
51,833
|
|
|
27,147
|
|
||
Interest expense, net
|
|
9,238
|
|
|
5,407
|
|
||
Other (income), net
|
|
(3,078
|
)
|
|
(941
|
)
|
||
Provision for income taxes
|
|
595
|
|
|
240
|
|
||
Adjusted EBITDA
|
|
$
|
(102,218
|
)
|
|
$
|
(49,960
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
|
$
|
(81,348
|
)
|
|
$
|
(13,077
|
)
|
Purchase of property and equipment
|
|
(60,626
|
)
|
|
(21,363
|
)
|
||
Site and software development costs
|
|
(24,843
|
)
|
|
(13,154
|
)
|
||
Free cash flow
|
|
$
|
(166,817
|
)
|
|
$
|
(47,594
|
)
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Cost of goods sold
|
|
$
|
1,474,373
|
|
|
$
|
1,080,445
|
|
|
36.5
|
%
|
As a percentage of net revenue
|
|
75.8
|
%
|
|
76.9
|
%
|
|
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Customer service and merchant fees (1)
|
|
$
|
76,473
|
|
|
$
|
53,884
|
|
|
41.9
|
%
|
Advertising
|
|
243,969
|
|
|
161,646
|
|
|
50.9
|
%
|
||
Selling, operations, technology, general and administrative (1)
|
|
343,648
|
|
|
211,363
|
|
|
62.6
|
%
|
||
Total operating expenses
|
|
$
|
664,090
|
|
|
$
|
426,893
|
|
|
55.6
|
%
|
As a percentage of net revenue
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
3.9
|
%
|
|
3.8
|
%
|
|
|
|
||
Advertising
|
|
12.5
|
%
|
|
11.5
|
%
|
|
|
|
||
Selling, operations, technology, general and administrative (1)
|
|
17.7
|
%
|
|
15.1
|
%
|
|
|
|
||
|
|
34.1
|
%
|
|
30.4
|
%
|
|
|
|
|
|
Three months ended March 31,
|
|
|
||||||
|
|
2019
|
|
2018
|
|
|
||||
Customer service and merchant fees
|
|
$
|
1,976
|
|
|
$
|
970
|
|
|
|
Selling, operations, technology, general and administrative
|
|
$
|
48,865
|
|
|
$
|
25,612
|
|
|
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
722,360
|
|
|
$
|
849,461
|
|
Short-term investments
|
|
$
|
83,302
|
|
|
$
|
114,278
|
|
Accounts receivable, net
|
|
$
|
60,596
|
|
|
$
|
50,603
|
|
Long-term investments
|
|
$
|
—
|
|
|
$
|
6,526
|
|
Working capital
|
|
$
|
(111,981
|
)
|
|
$
|
116,713
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Net loss
|
|
$
|
(200,389
|
)
|
|
$
|
(107,775
|
)
|
Net cash used in operating activities
|
|
$
|
(81,348
|
)
|
|
$
|
(13,077
|
)
|
Net cash used in investing activities
|
|
$
|
(44,695
|
)
|
|
$
|
(23,394
|
)
|
Net cash used in financing activities
|
|
$
|
(889
|
)
|
|
$
|
(362
|
)
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|||
Number
|
|
Exhibit Description
|
Filed Herewith
|
Form
|
File No.
|
Filing Date
|
Exhibit Number
|
10.1
|
|
|
8-K
|
001-36666
|
2/22/2019
|
10.1
|
|
|
|
|
|
|
|
|
|
31.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1#
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2#
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
X
|
|
|
|
|
+
|
|
Indicates a management contract or compensatory plan
|
|
|
|
#
|
|
This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act.
|
|
|
WAYFAIR INC.
|
|
|
|
|
|
|
Date: May 2, 2019
|
By:
|
/s/ NIRAJ SHAH
|
|
|
Niraj Shah
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Date: May 2, 2019
|
By:
|
/s/ MICHAEL FLEISHER
|
|
|
Michael Fleisher
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Wayfair Chart |
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