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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 | |
---|---|---|---|---|---|---|---|---|
4.86 | 8.29% | 63.50 | 63.64 | 60.32 | 61.27 | 8,825,370 | 01:00:00 |
|
|
|
☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Delaware
|
|
|
36-4791999
|
(State or other jurisdiction of
incorporation or organization)
|
|
|
(I.R.S. Employer
Identification Number)
|
4 Copley Place
|
Boston
|
MA
|
02116
|
(Address of principal executive offices)
|
|
|
(Zip Code)
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Class A Common Stock, $0.001 par value per share
|
W
|
The New York Stock Exchange
|
Large Accelerated Filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
Emerging growth company
|
☐
|
Class
|
|
Outstanding at April 28, 2020
|
Class A Common Stock, $0.001 par value per share
|
|
67,677,564
|
Class B Common Stock, $0.001 par value per share
|
|
26,957,041
|
|
|
|
Page
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||
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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;
|
•
|
disruptions or inefficiencies in our supply chain or logistics network, including any impact of the COVID-19 outbreak on our suppliers and third party carriers and delivery agents;
|
•
|
potential impacts of the COVID-19 outbreak on our business, financial condition, and results of operations;
|
•
|
world events, natural disasters, public health emergencies (such as the COVID-19 outbreak), civil disturbances, and terrorist attacks; and
|
•
|
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.
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(in thousands, except share and per share data)
|
||||||
Assets:
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
624,481
|
|
|
$
|
582,753
|
|
Short-term investments
|
|
266,497
|
|
|
404,252
|
|
||
Accounts receivable, net of allowance for credit losses of $31,884 and $22,774 at March 31, 2020 and December 31, 2019, respectively
|
|
110,259
|
|
|
99,720
|
|
||
Inventories
|
|
56,574
|
|
|
61,692
|
|
||
Prepaid expenses and other current assets
|
|
220,400
|
|
|
228,721
|
|
||
Total current assets
|
|
1,278,211
|
|
|
1,377,138
|
|
||
Operating lease right-of-use assets
|
|
780,118
|
|
|
763,400
|
|
||
Property and equipment, net
|
|
661,216
|
|
|
624,544
|
|
||
Goodwill and intangible assets, net
|
|
18,408
|
|
|
18,809
|
|
||
Long-term investments
|
|
—
|
|
|
155,690
|
|
||
Other noncurrent assets
|
|
13,468
|
|
|
13,467
|
|
||
Total assets
|
|
$
|
2,751,421
|
|
|
$
|
2,953,048
|
|
Liabilities and Stockholders' Deficit:
|
|
|
|
|
|
|||
Current liabilities
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
838,300
|
|
|
$
|
908,097
|
|
Accrued expenses
|
|
255,347
|
|
|
298,918
|
|
||
Unearned revenue
|
|
164,122
|
|
|
167,641
|
|
||
Other current liabilities
|
|
236,158
|
|
|
236,863
|
|
||
Total current liabilities
|
|
1,493,927
|
|
|
1,611,519
|
|
||
Long-term debt
|
|
1,577,069
|
|
|
1,456,195
|
|
||
Operating lease liabilities
|
|
838,906
|
|
|
822,602
|
|
||
Other liabilities
|
|
12,920
|
|
|
6,940
|
|
||
Total liabilities
|
|
3,922,822
|
|
|
3,897,256
|
|
||
Commitments and contingencies (Note 8)
|
|
|
|
|
|
|
||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at March 31, 2020 and December 31, 2019
|
|
—
|
|
|
—
|
|
||
Stockholders’ deficit:
|
|
|
|
|
|
|||
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 67,405,521 and 66,642,611 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
|
67
|
|
|
67
|
|
||
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 26,957,041 and 26,957,815 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively
|
|
27
|
|
|
27
|
|
||
Additional paid-in capital
|
|
1,184,674
|
|
|
1,122,548
|
|
||
Accumulated deficit
|
|
(2,356,811
|
)
|
|
(2,065,423
|
)
|
||
Accumulated other comprehensive income (loss)
|
|
642
|
|
|
(1,427
|
)
|
||
Total stockholders’ deficit
|
|
(1,171,401
|
)
|
|
(944,208
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
2,751,421
|
|
|
$
|
2,953,048
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands, except per share data)
|
||||||
Net revenue
|
|
$
|
2,330,063
|
|
|
$
|
1,944,829
|
|
Cost of goods sold
|
|
1,750,940
|
|
|
1,474,373
|
|
||
Gross profit
|
|
579,123
|
|
|
470,456
|
|
||
Operating expenses:
|
|
|
|
|
|
|
||
Customer service and merchant fees
|
|
89,463
|
|
|
76,473
|
|
||
Advertising
|
|
275,760
|
|
|
243,969
|
|
||
Selling, operations, technology, general and administrative
|
|
475,968
|
|
|
343,648
|
|
||
Total operating expenses
|
|
841,191
|
|
|
664,090
|
|
||
Loss from operations
|
|
(262,068
|
)
|
|
(193,634
|
)
|
||
Interest (expense), net
|
|
(22,218
|
)
|
|
(9,238
|
)
|
||
Other (expense) income, net
|
|
(246
|
)
|
|
3,078
|
|
||
Loss before income taxes
|
|
(284,532
|
)
|
|
(199,794
|
)
|
||
Provision for income taxes, net
|
|
1,333
|
|
|
595
|
|
||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(3.04
|
)
|
|
$
|
(2.20
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
94,089
|
|
|
91,104
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Other comprehensive loss:
|
|
|
|
|
||||
Foreign currency translation adjustments
|
|
1,291
|
|
|
844
|
|
||
Net unrealized gain (loss) on available-for-sale investments
|
|
778
|
|
|
(48
|
)
|
||
Comprehensive loss
|
|
$
|
(283,796
|
)
|
|
$
|
(199,593
|
)
|
|
|
Three Months Ended
|
|||||||||||||||||||||
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Stockholders'
Deficit
|
|||||||||||
|
|
|
|
(in thousands)
|
|||||||||||||||||||
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-based 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
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2019
|
|
93,600
|
|
|
$
|
94
|
|
|
$
|
1,122,548
|
|
|
$
|
(2,065,423
|
)
|
|
$
|
(1,427
|
)
|
|
$
|
(944,208
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(285,865
|
)
|
|
—
|
|
|
(285,865
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,069
|
|
|
2,069
|
|
|||||
Exercise of options to purchase common stock
|
|
7
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
756
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Equity-based compensation expense
|
|
—
|
|
|
—
|
|
|
62,001
|
|
|
—
|
|
|
—
|
|
|
62,001
|
|
|||||
Adoption of ASU No. 2016-13
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,523
|
)
|
|
—
|
|
|
(5,523
|
)
|
|||||
Balance at March 31, 2020
|
|
94,363
|
|
|
$
|
94
|
|
|
$
|
1,184,674
|
|
|
$
|
(2,356,811
|
)
|
|
$
|
642
|
|
|
$
|
(1,171,401
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
||||
Depreciation and amortization
|
|
66,843
|
|
|
39,583
|
|
||
Equity-based compensation
|
|
59,449
|
|
|
47,060
|
|
||
Amortization of discount and issuance costs on convertible notes
|
|
19,527
|
|
|
12,456
|
|
||
Other non-cash adjustments
|
|
(633
|
)
|
|
(1,374
|
)
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
(16,216
|
)
|
|
(11,570
|
)
|
||
Inventories
|
|
5,023
|
|
|
2,427
|
|
||
Prepaid expenses and other current assets
|
|
7,802
|
|
|
(10,535
|
)
|
||
Accounts payable and accrued expenses
|
|
(114,623
|
)
|
|
46,631
|
|
||
Unearned revenue and other liabilities
|
|
2,379
|
|
|
(4,933
|
)
|
||
Other assets
|
|
24
|
|
|
(704
|
)
|
||
Net cash used in operating activities
|
|
(256,290
|
)
|
|
(81,348
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
Sale and maturities of short- and long-term investments
|
|
294,810
|
|
|
37,936
|
|
||
Purchase of property and equipment
|
|
(59,964
|
)
|
|
(60,626
|
)
|
||
Site and software development costs
|
|
(38,369
|
)
|
|
(24,843
|
)
|
||
Other investing activities, net
|
|
(124
|
)
|
|
2,838
|
|
||
Net cash provided by (used in) investing activities
|
|
196,353
|
|
|
(44,695
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
Proceeds from borrowings
|
|
100,000
|
|
|
—
|
|
||
Taxes paid related to net share settlement of equity awards
|
|
—
|
|
|
(165
|
)
|
||
Deferred financing costs
|
|
—
|
|
|
(791
|
)
|
||
Net proceeds from exercise of stock options
|
|
125
|
|
|
67
|
|
||
Net cash provided by (used in) financing activities
|
|
100,125
|
|
|
(889
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
1,540
|
|
|
(169
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
41,728
|
|
|
(127,101
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents:
|
|
|
|
|
|
|
||
Beginning of period
|
|
582,753
|
|
|
849,461
|
|
||
End of period
|
|
$
|
624,481
|
|
|
$
|
722,360
|
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||
Cash paid for interest on long-term debt
|
|
$
|
5,447
|
|
|
$
|
809
|
|
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities
|
|
$
|
45,495
|
|
|
$
|
3,143
|
|
|
|
March 31, 2020
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
$
|
265,719
|
|
|
$
|
992
|
|
|
$
|
(214
|
)
|
|
$
|
266,497
|
|
Total
|
|
$
|
265,719
|
|
|
$
|
992
|
|
|
$
|
(214
|
)
|
|
$
|
266,497
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross Unrealized Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities
|
|
$
|
404,294
|
|
|
$
|
20
|
|
|
$
|
(62
|
)
|
|
$
|
404,252
|
|
Long-term:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities
|
|
155,616
|
|
|
92
|
|
|
(18
|
)
|
|
155,690
|
|
||||
Total
|
|
$
|
559,910
|
|
|
$
|
112
|
|
|
$
|
(80
|
)
|
|
$
|
559,942
|
|
▪
|
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, 2020
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
|
$
|
85,816
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
85,816
|
|
Cash equivalents
|
|
$
|
538,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
538,665
|
|
Total cash and cash equivalents
|
|
$
|
624,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
624,481
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|||||||
Investment securities
|
|
—
|
|
|
266,497
|
|
|
—
|
|
|
266,497
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,200
|
|
|
—
|
|
|
—
|
|
|
5,200
|
|
||||
Total
|
|
$
|
629,681
|
|
|
$
|
266,497
|
|
|
$
|
—
|
|
|
$
|
896,178
|
|
|
|
December 31, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash
|
|
$
|
308,521
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
308,521
|
|
Cash equivalents
|
|
$
|
274,232
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
274,232
|
|
Total cash and cash equivalents
|
|
$
|
582,753
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
582,753
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
404,252
|
|
|
—
|
|
|
404,252
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,076
|
|
|
—
|
|
|
—
|
|
|
5,076
|
|
||||
Long-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
155,690
|
|
|
—
|
|
|
155,690
|
|
||||
Total
|
|
$
|
587,829
|
|
|
$
|
559,942
|
|
|
$
|
—
|
|
|
$
|
1,147,771
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(in thousands)
|
||||||
Furniture and computer equipment
|
|
$
|
533,192
|
|
|
$
|
509,120
|
|
Site and software development costs
|
|
332,722
|
|
|
297,252
|
|
||
Leasehold improvements
|
|
277,355
|
|
|
228,514
|
|
||
Construction in progress
|
|
27,063
|
|
|
45,503
|
|
||
|
|
1,170,332
|
|
|
1,080,389
|
|
||
Less accumulated depreciation and amortization
|
|
(509,116
|
)
|
|
(455,845
|
)
|
||
Property and equipment, net
|
|
$
|
661,216
|
|
|
$
|
624,544
|
|
|
|
Three months ended March 31, 2020
|
|
Three months ended March 31, 2019
|
||||
|
|
(in thousands)
|
||||||
Cash payments included in operating cash flows from lease arrangements
|
|
$
|
34,082
|
|
|
$
|
24,323
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
44,946
|
|
|
$
|
44,764
|
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||
|
|
(in thousands)
|
||||
Additional lease information
|
|
|
|
|
||
Weighted average remaining lease term
|
|
9.5 years
|
|
|
10 years
|
|
Weighted average discount rate
|
|
6.7
|
%
|
|
6.7
|
%
|
|
|
Amount
|
||
|
|
(in thousands)
|
||
2020 (excluding the three months ended March 31, 2020)
|
|
$
|
111,475
|
|
2021
|
|
156,596
|
|
|
2022
|
|
148,709
|
|
|
2023
|
|
144,040
|
|
|
2024
|
|
141,591
|
|
|
Thereafter
|
|
563,150
|
|
|
Total future minimum lease payments
|
|
1,265,561
|
|
|
Less: Imputed interest
|
|
(331,528
|
)
|
|
Total
|
|
$
|
934,033
|
|
|
|
March 31,
2020 |
|
December 31,
2019 |
||||
|
|
(in thousands)
|
||||||
Balance sheet line item
|
|
|
|
|
||||
Other current liabilities
|
|
$
|
95,127
|
|
|
$
|
91,104
|
|
Operating lease liabilities
|
|
838,906
|
|
|
822,602
|
|
||
Total operating leases
|
|
$
|
934,033
|
|
|
$
|
913,706
|
|
|
|
Shares
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||
Outstanding at December 31, 2019
|
|
43,606
|
|
|
$
|
3.00
|
|
|
1.5
|
Options exercised
|
|
(6,510
|
)
|
|
$
|
3.01
|
|
|
|
Outstanding and exercisable at March 31, 2020
|
|
37,096
|
|
|
$
|
3.00
|
|
|
1.2
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at December 31, 2019
|
|
8,112,736
|
|
|
$
|
95.69
|
|
RSUs granted
|
|
472,442
|
|
|
$
|
82.33
|
|
RSUs vested
|
|
(755,899
|
)
|
|
$
|
92.05
|
|
RSUs forfeited/canceled
|
|
(674,884
|
)
|
|
$
|
100.79
|
|
Outstanding as of March 31, 2020
|
|
7,154,395
|
|
|
$
|
94.92
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
U.S. net revenue
|
|
$
|
1,974,983
|
|
|
$
|
1,657,698
|
|
International net revenue
|
|
355,080
|
|
|
287,131
|
|
||
Total net revenue
|
|
$
|
2,330,063
|
|
|
$
|
1,944,829
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Adjusted EBITDA:
|
|
|
|
|
||||
U.S.
|
|
$
|
(45,095
|
)
|
|
$
|
(27,782
|
)
|
International
|
|
(82,182
|
)
|
|
(74,436
|
)
|
||
Total reportable segments Adjusted EBITDA
|
|
(127,277
|
)
|
|
(102,218
|
)
|
||
Less: reconciling items (1)
|
|
(158,588
|
)
|
|
(98,171
|
)
|
||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Depreciation and amortization
|
|
$
|
66,843
|
|
|
$
|
39,583
|
|
Equity-based compensation and related taxes
|
|
63,992
|
|
|
51,833
|
|
||
Interest expense, net
|
|
22,218
|
|
|
9,238
|
|
||
Other expense (income), net
|
|
246
|
|
|
(3,078
|
)
|
||
Provision for income taxes, net
|
|
1,333
|
|
|
595
|
|
||
Other (1)
|
|
3,956
|
|
|
—
|
|
||
Total reconciling items
|
|
$
|
158,588
|
|
|
$
|
98,171
|
|
•
|
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 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, 2020
|
|
December 31, 2019
|
||||||||||||||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Principal amounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Principal
|
|
$
|
431,250
|
|
|
$
|
575,000
|
|
|
$
|
948,750
|
|
|
$
|
431,250
|
|
|
$
|
575,000
|
|
|
$
|
948,750
|
|
Unamortized debt discount
|
|
(54,618
|
)
|
|
(154,388
|
)
|
|
(268,925
|
)
|
|
(59,830
|
)
|
|
(161,275
|
)
|
|
(277,700
|
)
|
||||||
Net carrying amount
|
|
$
|
376,632
|
|
|
$
|
420,612
|
|
|
$
|
679,825
|
|
|
$
|
371,420
|
|
|
$
|
413,725
|
|
|
$
|
671,050
|
|
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
|
2020
|
|
2019
|
||||||||||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
|
2017 Notes
|
|
2018 Notes
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Contractual interest expense
|
|
$
|
404
|
|
|
$
|
1,617
|
|
|
$
|
2,319
|
|
|
$
|
404
|
|
|
$
|
1,617
|
|
Interest cost related to amortization of the debt discount
|
|
$
|
5,212
|
|
|
$
|
6,887
|
|
|
$
|
8,775
|
|
|
$
|
4,909
|
|
|
$
|
6,344
|
|
Total interest expense
|
|
$
|
5,616
|
|
|
$
|
8,504
|
|
|
$
|
11,094
|
|
|
$
|
5,313
|
|
|
$
|
7,961
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands, except per share data)
|
||||||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Weighted average common shares used for basic and diluted net loss per share computation
|
|
94,089
|
|
|
91,104
|
|
||
Net loss per common share:
|
|
|
|
|
||||
Basic and Diluted
|
|
$
|
(3.04
|
)
|
|
$
|
(2.20
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
U.S. net revenue
|
|
$
|
1,974,983
|
|
|
$
|
1,657,698
|
|
International net revenue
|
|
355,080
|
|
|
287,131
|
|
||
Total net revenue
|
|
$
|
2,330,063
|
|
|
$
|
1,944,829
|
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands, except LTM Net Revenue per Active Customer and Average Order Value)
|
||||||
Direct Retail Financial and Operating Metrics:
|
|
|
|
|
|
|
||
Direct Retail Net Revenue (1)
|
|
$
|
2,322,582
|
|
|
$
|
1,931,181
|
|
Active Customers
|
|
21,108
|
|
|
16,408
|
|
||
LTM Net Revenue per Active Customer
|
|
$
|
449
|
|
|
$
|
442
|
|
Orders Delivered
|
|
9,876
|
|
|
8,163
|
|
||
Average Order Value
|
|
$
|
235
|
|
|
$
|
237
|
|
Non-GAAP Financial Measures:
|
|
|
|
|
||||
Adjusted EBITDA
|
|
$
|
(127,277
|
)
|
|
$
|
(102,218
|
)
|
Free Cash Flow
|
|
$
|
(354,623
|
)
|
|
$
|
(166,817
|
)
|
▪
|
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 interest expenses associated with our borrowings;
|
▪
|
Adjusted EBITDA does not include other items not indicative of our ongoing operating performance, 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,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Reconciliation of Adjusted EBITDA
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Depreciation and amortization
|
|
66,843
|
|
|
39,583
|
|
||
Equity-based compensation and related taxes
|
|
63,992
|
|
|
51,833
|
|
||
Interest expense, net
|
|
22,218
|
|
|
9,238
|
|
||
Other expense (income), net
|
|
246
|
|
|
(3,078
|
)
|
||
Provision for income taxes, net
|
|
1,333
|
|
|
595
|
|
||
Other (1)
|
|
3,956
|
|
|
—
|
|
||
Adjusted EBITDA
|
|
$
|
(127,277
|
)
|
|
$
|
(102,218
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Net cash used in operating activities
|
|
$
|
(256,290
|
)
|
|
$
|
(81,348
|
)
|
Purchase of property and equipment
|
|
(59,964
|
)
|
|
(60,626
|
)
|
||
Site and software development costs
|
|
(38,369
|
)
|
|
(24,843
|
)
|
||
Free Cash Flow
|
|
$
|
(354,623
|
)
|
|
$
|
(166,817
|
)
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
U.S. net revenue
|
|
$
|
1,974,983
|
|
|
$
|
1,657,698
|
|
|
19.1
|
%
|
International net revenue
|
|
355,080
|
|
|
287,131
|
|
|
23.7
|
%
|
||
Net revenue
|
|
$
|
2,330,063
|
|
|
$
|
1,944,829
|
|
|
19.8
|
%
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Cost of goods sold
|
|
$
|
1,750,940
|
|
|
$
|
1,474,373
|
|
|
18.8
|
%
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Customer service and merchant fees (1)
|
|
$
|
89,463
|
|
|
$
|
76,473
|
|
|
17.0
|
%
|
Advertising
|
|
275,760
|
|
|
243,969
|
|
|
13.0
|
%
|
||
Selling, operations, technology, general and administrative (1)
|
|
475,968
|
|
|
343,648
|
|
|
38.5
|
%
|
||
Total operating expenses
|
|
$
|
841,191
|
|
|
$
|
664,090
|
|
|
26.7
|
%
|
As a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
3.8
|
%
|
|
3.9
|
%
|
|
|
|
||
Advertising
|
|
11.8
|
%
|
|
12.5
|
%
|
|
|
|
||
Selling, operations, technology, general and administrative (1)
|
|
20.4
|
%
|
|
17.7
|
%
|
|
|
|
||
|
|
36.0
|
%
|
|
34.1
|
%
|
|
|
|
|
|
Three months ended March 31,
|
|
|
||||||
|
|
2020
|
|
2019
|
|
|
||||
|
|
(in thousands)
|
|
|
||||||
Customer service and merchant fees
|
|
$
|
2,118
|
|
|
$
|
1,976
|
|
|
|
Selling, operations, technology, general and administrative
|
|
$
|
60,146
|
|
|
$
|
48,865
|
|
|
|
|
|
Three months ended March 31,
|
|
|
|||||||
|
|
2020
|
|
2019
|
|
% Change
|
|||||
|
|
(in thousands)
|
|
|
|||||||
Interest (expense), net
|
|
$
|
(22,218
|
)
|
|
$
|
(9,238
|
)
|
|
140.5
|
%
|
|
|
March 31, 2020
|
|
December 31, 2019
|
||||
|
|
(in thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
624,481
|
|
|
$
|
582,753
|
|
Short-term investments
|
|
$
|
266,497
|
|
|
$
|
404,252
|
|
Accounts receivable, net
|
|
$
|
110,259
|
|
|
$
|
99,720
|
|
Long-term investments
|
|
$
|
—
|
|
|
$
|
155,690
|
|
Working capital
|
|
$
|
(215,716
|
)
|
|
$
|
(234,381
|
)
|
|
|
Three months ended March 31,
|
||||||
|
|
2020
|
|
2019
|
||||
|
|
(in thousands)
|
||||||
Net loss
|
|
$
|
(285,865
|
)
|
|
$
|
(200,389
|
)
|
Net cash used in operating activities
|
|
$
|
(256,290
|
)
|
|
$
|
(81,348
|
)
|
Net cash provided by (used in) investing activities
|
|
$
|
196,353
|
|
|
$
|
(44,695
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
100,125
|
|
|
$
|
(889
|
)
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|||
Number
|
|
Exhibit Description
|
Filed Herewith
|
Form
|
File No.
|
Filing Date
|
Exhibit Number
|
|
|
|
|
|
|
|
|
10.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.1#
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2#
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
|
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 5, 2020
|
By:
|
/s/ NIRAJ SHAH
|
|
|
Niraj Shah
|
|
|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
Date: May 5, 2020
|
By:
|
/s/ MICHAEL FLEISHER
|
|
|
Michael Fleisher
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Wayfair Chart |
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