|
|
|
Delaware
(State or other jurisdiction of
incorporation or organization)
|
|
36-4791999
(I.R.S. Employer
Identification Number)
|
4 Copley Place, Boston, MA
(Address of principal executive offices)
|
|
02116
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered
|
Class A Common Stock, $0.001 par value
|
|
The New York Stock Exchange
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a
smaller reporting company)
|
|
Smaller reporting company
o
Emerging growth company
o
|
Class
|
|
Outstanding at February 18, 2019
|
Class A Common Stock, $0.001 par value per share
|
|
63,032,847
|
Class B Common Stock, $0.001 par value per share
|
|
28,070,781
|
|
|
PAGE
|
|
||
|
||
|
||
|
||
•
|
economic factors, such as interest rates, the housing market, currency exchange fluctuations and changes in customer spending;
|
•
|
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.
|
•
|
continue building our brands by delighting our customers;
|
•
|
acquire new customers and increase repeat purchases from existing customers;
|
•
|
invest in technology to further improve our customer and supplier experiences;
|
•
|
grow certain categories where we under index the broader home goods market today, such as home improvement (e.g. plumbing, lighting and flooring), housewares, seasonal decor and decorative accents;
|
•
|
increase delivery speed and lower damage rates through the continued build-out of our proprietary logistics network;
|
•
|
continue to expand internationally; and
|
•
|
opportunistically pursue strategic acquisitions.
|
•
|
Furniture Stores:
Ashley Furniture, Bob's Discount Furniture, Havertys, Raymour & Flanigan, Rooms To Go;
|
•
|
Big Box Retailers:
Bed Bath & Beyond, Home Depot, IKEA, Lowe's, Target and Walmart;
|
•
|
Department Stores:
JCPenney and Macy's;
|
•
|
Specialty Retailers:
Crate and Barrel, Ethan Allen, TJX, At Home, Williams Sonoma, Restoration Hardware, Arhaus, Horchow, Room & Board, Mitchell Gold + Bob Williams;
|
•
|
Online Retailers and Marketplaces:
Amazon, Houzz and eBay; and
|
•
|
International:
Leon's, Canadian Tire, John Lewis, Argos, Otto and Home24, in addition to several of the companies listed above who also compete with us internationally.
|
•
|
build our brands and launch new brands;
|
•
|
acquire more customers and retain existing customers;
|
•
|
develop new features to enhance the consumer experience on our sites, mobile-optimized sites and mobile applications;
|
•
|
increase the frequency with which new and repeat customers purchase products on our sites through merchandising, data, analytics and technology;
|
•
|
add new suppliers and deepen our relationships with our existing suppliers;
|
•
|
grow certain categories where we under index the broader home goods market today, such as home improvement, housewares, seasonal decor and decorative accents;
|
•
|
enhance the systems our consumers use to interact with our sites and invest in our infrastructure platform;
|
•
|
expand internationally; and
|
•
|
opportunistically pursue strategic acquisitions.
|
•
|
providing imagery, tools and technology that attract customers who historically would have bought elsewhere;
|
•
|
maintaining a high-quality and diverse portfolio of products;
|
•
|
delivering products on time and without damage; and
|
•
|
maintaining and further developing our mobile platforms.
|
•
|
localization of our product offerings, including translation into foreign languages and adaptation for local practices, standards and regulations;
|
•
|
the need to vary our practices in ways with which we have limited or no experience or which are less profitable or carry more risk to us;
|
•
|
new and different sources of competition;
|
•
|
unexpected changes in regulatory requirements, taxes, trade laws, tariffs, export quotas, custom duties or other trade restrictions;
|
•
|
differing labor regulations where labor laws may be more advantageous to employees as compared to the U.S.;
|
•
|
different or more stringent regulations relating to data protection, privacy, encryption, and security, including the use of commercial and personal information, particularly in the European Union;
|
•
|
different laws or regulations regarding restrictions on pricing or discounts;
|
•
|
changes in a specific country's or region's political or economic conditions, including the United Kingdom's exit from the European Union, commonly referred to as "Brexit";
|
•
|
the rising cost of labor in the foreign countries in which our suppliers operate, resulting in increases in our costs of doing business internationally;
|
•
|
challenges inherent in efficiently managing an increased number of employees over large geographic distances, including the need to implement appropriate systems, policies, benefits and compliance programs and maintain our corporate culture across geographies;
|
•
|
risks resulting from changes in currency exchange rates;
|
•
|
limitations on our ability to reinvest earnings from operations in one country to fund the capital needs of our operations in other countries;
|
•
|
different or lesser intellectual property protection;
|
•
|
exposure to liabilities under anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act and similar laws and regulations in other jurisdictions;
|
•
|
business licensing or certification requirements, such as for imports, exports, and international operations;
|
•
|
differing payment processing systems as well as consumer use and acceptance of electronic payment methods, such as payment cards; and
|
•
|
differing fulfillment, distribution, logistics and systems infrastructure.
|
•
|
Furniture Stores:
Ashley Furniture, Bob's Discount Furniture, Havertys, Raymour & Flanagan, Rooms To Go;
|
•
|
Big Box Retailers:
Bed Bath & Beyond, Home Depot, IKEA, Lowe's, Target and Walmart;
|
•
|
Department Stores:
JCPenney and Macy's;
|
•
|
Specialty Retailers:
Crate and Barrel, Ethan Allen, TJX, At Home, Williams Sonoma, Restoration Hardware, Arhaus, Horchow, Room & Board, Mitchell Gold + Bob Williams;
|
•
|
Online Retailers and Online Marketplaces:
Amazon, Houzz and eBay; and
|
•
|
International:
Leon's, Canadian Tire, John Lewis, Argos, Otto and Home24, in addition to several of the companies listed above who also compete with us internationally.
|
•
|
the size and composition of our customer base;
|
•
|
the number of suppliers and products we feature on our sites;
|
•
|
our selling and marketing efforts;
|
•
|
the quality, price and reliability of products we offer;
|
•
|
the convenience of the shopping experience that we provide;
|
•
|
our ability to distribute our products and manage our operations; and
|
•
|
our reputation and brand strength.
|
•
|
concerns about buying products, and in particular larger products, without a physical storefront, face-to-face interaction with sales personnel and the ability to physically examine products;
|
•
|
delivery time associated with online orders;
|
•
|
actual or perceived lack of security of online transactions and concerns regarding the privacy or protection of personal information;
|
•
|
delayed shipments or shipments of incorrect or damaged products;
|
•
|
inconvenience associated with returning or exchanging items purchased online; and
|
•
|
usability, functionality and features of our sites.
|
•
|
demonstrate our ability to help our suppliers increase their sales;
|
•
|
offer suppliers a high quality, cost-effective fulfillment process; and
|
•
|
continue to provide suppliers with a dynamic and real-time view of our demand and inventory needs.
|
•
|
actual or anticipated fluctuations in our results of operations;
|
•
|
the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
•
|
failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates or ratings by any securities analysts who follow our company or our failure to meet these estimates or the expectations of investors;
|
•
|
announcements by us or our competitors of new businesses, services or products, significant technical innovations, acquisitions, strategic partnerships, joint ventures, operating results or capital commitments;
|
•
|
changes in operating performance and stock market valuations of other technology or retail companies generally, or those in our industry in particular;
|
•
|
price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
|
•
|
changes in interest rates;
|
•
|
changes in our board of directors or management;
|
•
|
sales of large blocks of our Class A common stock, including sales by our executive officers, directors and significant stockholders;
|
•
|
lawsuits threatened or filed against us;
|
•
|
changes in laws or regulations applicable to our business;
|
•
|
changes in our capital structure, such as future issuances of debt or equity securities, including in connection with an acquisition or upon conversion of some or all of our outstanding Notes;
|
•
|
short sales, hedging and other derivative transactions involving our capital stock;
|
•
|
general economic conditions in the U.S. and abroad; and
|
•
|
other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
|
•
|
the requirement that a majority of the board of directors consist of independent directors as defined under the listing rules of the NYSE;
|
•
|
the requirement that we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities;
|
•
|
the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee's purpose and responsibilities; and
|
•
|
the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.
|
•
|
permit the board of directors to establish the number of directors and fill any vacancies and newly created directorships;
|
•
|
when the outstanding shares of our Class B common stock represent less than 10% of the then outstanding shares of Class A common stock and Class B common stock, provide that our board of directors will be classified into three classes with staggered, three year terms and that directors may only be removed for cause;
|
•
|
require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;
|
•
|
authorize the issuance of "blank check" preferred stock that our board of directors could use to implement a stockholder rights plan;
|
•
|
eliminate the ability of our stockholders to call special meetings of stockholders;
|
•
|
when the outstanding shares of our Class B common stock represent less than 10% of the then outstanding shares of Class A common stock and Class B common stock, prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws;
|
•
|
restrict the forum for certain litigation against us to Delaware;
|
•
|
reflect the dual class structure of our common stock, as discussed above; and
|
•
|
establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
|
$
|
2,249,885
|
|
|
$
|
1,318,951
|
|
Cost of goods sold (1)
|
|
5,192,451
|
|
|
3,602,072
|
|
|
2,572,549
|
|
|
1,709,161
|
|
|
1,007,853
|
|
|||||
Gross profit
|
|
1,586,723
|
|
|
1,118,823
|
|
|
807,811
|
|
|
540,724
|
|
|
311,098
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Customer service and merchant fees (1)
|
|
260,046
|
|
|
169,516
|
|
|
127,883
|
|
|
81,230
|
|
|
55,804
|
|
|||||
Advertising
|
|
774,189
|
|
|
549,959
|
|
|
409,125
|
|
|
278,224
|
|
|
191,284
|
|
|||||
Selling, operations, technology, general and administrative (1)
|
|
1,025,767
|
|
|
634,801
|
|
|
467,020
|
|
|
262,620
|
|
|
211,794
|
|
|||||
Total operating expenses
|
|
2,060,002
|
|
|
1,354,276
|
|
|
1,004,028
|
|
|
622,074
|
|
|
458,882
|
|
|||||
Loss from operations
|
|
(473,279
|
)
|
|
(235,453
|
)
|
|
(196,217
|
)
|
|
(81,350
|
)
|
|
(147,784
|
)
|
|||||
Interest (expense) income, net
|
|
(28,560
|
)
|
|
(9,433
|
)
|
|
694
|
|
|
1,284
|
|
|
350
|
|
|||||
Other (expense) income, net
|
|
(204
|
)
|
|
758
|
|
|
1,756
|
|
|
2,718
|
|
|
(489
|
)
|
|||||
Loss before income taxes
|
|
(502,043
|
)
|
|
(244,128
|
)
|
|
(193,767
|
)
|
|
(77,348
|
)
|
|
(147,923
|
)
|
|||||
Provision for income taxes
|
|
2,037
|
|
|
486
|
|
|
608
|
|
|
95
|
|
|
175
|
|
|||||
Net loss
|
|
(504,080
|
)
|
|
(244,614
|
)
|
|
(194,375
|
)
|
|
(77,443
|
)
|
|
(148,098
|
)
|
|||||
Accretion of convertible redeemable preferred units
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,071
|
)
|
|||||
Net loss attributable to common stockholders
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
|
$
|
(77,443
|
)
|
|
$
|
(150,169
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(5.63
|
)
|
|
$
|
(2.81
|
)
|
|
$
|
(2.29
|
)
|
|
$
|
(0.92
|
)
|
|
$
|
(2.97
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
89,472
|
|
|
86,983
|
|
|
84,977
|
|
|
83,726
|
|
|
50,642
|
|
(1)
|
Includes equity based compensation and related taxes as follows (in thousands):
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Cost of goods sold
|
|
$
|
2,727
|
|
|
$
|
1,091
|
|
|
$
|
474
|
|
|
$
|
280
|
|
|
$
|
369
|
|
Customer service and merchant fees
|
|
5,859
|
|
|
2,636
|
|
|
2,108
|
|
|
1,007
|
|
|
2,265
|
|
|||||
Selling, operations, technology, general and administrative
|
|
127,829
|
|
|
68,899
|
|
|
49,371
|
|
|
31,688
|
|
|
60,610
|
|
|||||
|
|
$
|
136,415
|
|
|
$
|
72,626
|
|
|
$
|
51,953
|
|
|
$
|
32,975
|
|
|
$
|
63,244
|
|
|
|
December 31,
|
||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Cash and cash equivalents and short- and long-term investments
|
|
$
|
970,265
|
|
|
$
|
641,553
|
|
|
$
|
379,550
|
|
|
$
|
465,954
|
|
|
$
|
415,859
|
|
Working capital
|
|
$
|
116,713
|
|
|
$
|
77,065
|
|
|
$
|
(80,129
|
)
|
|
$
|
95,297
|
|
|
$
|
254,276
|
|
Total assets
|
|
$
|
1,890,850
|
|
|
$
|
1,213,403
|
|
|
$
|
761,683
|
|
|
$
|
694,581
|
|
|
$
|
555,523
|
|
Deferred revenue
|
|
$
|
148,057
|
|
|
$
|
94,116
|
|
|
$
|
65,982
|
|
|
$
|
50,884
|
|
|
$
|
26,784
|
|
Total stockholders' (deficit) equity
|
|
$
|
(330,721
|
)
|
|
$
|
(48,329
|
)
|
|
$
|
79,384
|
|
|
$
|
242,545
|
|
|
$
|
305,539
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. Direct Retail
|
|
$
|
5,751,975
|
|
|
$
|
4,075,405
|
|
|
$
|
2,993,365
|
|
U.S. Other
|
|
61,095
|
|
|
77,652
|
|
|
117,132
|
|
|||
U.S. segment net revenue
|
|
5,813,070
|
|
|
4,153,057
|
|
|
3,110,497
|
|
|||
International Direct Retail
|
|
966,104
|
|
|
567,838
|
|
|
265,544
|
|
|||
International Other
|
|
—
|
|
|
—
|
|
|
4,319
|
|
|||
International segment net revenue
|
|
966,104
|
|
|
567,838
|
|
|
269,863
|
|
|||
Total net revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
•
|
Direct Retail net revenue
increased
$2.1 billion
to
$6.7 billion
,
up
44.7%
year over year
|
•
|
GAAP net loss was
$504.1 million
|
•
|
Adjusted EBITDA was
$(215.0) million
or
(3.2)%
of total net revenue
|
•
|
Non-GAAP free cash flow was
$(137.1) million
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated Financial Metrics
|
|
|
|
|
|
|
|
|
|
|||
Net Revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
Adjusted EBITDA
|
|
$
|
(214,986
|
)
|
|
$
|
(67,033
|
)
|
|
$
|
(88,692
|
)
|
Free cash flow
|
|
$
|
(137,094
|
)
|
|
$
|
(113,245
|
)
|
|
$
|
(65,272
|
)
|
Direct Retail Financial and Operating Metrics
|
|
|
|
|
|
|
||||||
Direct Retail Net Revenue
|
|
$
|
6,718,079
|
|
|
$
|
4,643,243
|
|
|
$
|
3,258,909
|
|
Active Customers
|
|
15,155
|
|
|
10,990
|
|
|
8,250
|
|
|||
LTM Net Revenue per Active Customer
|
|
$
|
443
|
|
|
$
|
422
|
|
|
$
|
395
|
|
Orders Delivered
|
|
28,084
|
|
|
19,411
|
|
|
14,064
|
|
|||
Average Order Value
|
|
$
|
239
|
|
|
$
|
239
|
|
|
$
|
232
|
|
•
|
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 obligations; and
|
•
|
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Reconciliation of Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Depreciation and amortization (1)
|
|
123,542
|
|
|
87,020
|
|
|
55,572
|
|
|||
Equity based compensation and related taxes
|
|
136,415
|
|
|
72,626
|
|
|
51,953
|
|
|||
Interest expense (income), net
|
|
28,560
|
|
|
9,433
|
|
|
(694
|
)
|
|||
Other expense (income), net
|
|
204
|
|
|
(758
|
)
|
|
(1,756
|
)
|
|||
Provision for income taxes
|
|
2,037
|
|
|
486
|
|
|
608
|
|
|||
Other (1)
|
|
(1,664
|
)
|
|
8,774
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
(214,986
|
)
|
|
$
|
(67,033
|
)
|
|
$
|
(88,692
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
|
$
|
84,861
|
|
|
$
|
33,634
|
|
|
$
|
62,814
|
|
Purchase of property and equipment
|
|
(159,205
|
)
|
|
(100,451
|
)
|
|
(96,707
|
)
|
|||
Site and software development costs
|
|
(62,750
|
)
|
|
(46,428
|
)
|
|
(31,379
|
)
|
|||
Free cash flow
|
|
$
|
(137,094
|
)
|
|
$
|
(113,245
|
)
|
|
$
|
(65,272
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands, except per share data)
|
||||||||||
Consolidated Statements of Operations:
|
|
|
|
|
|
|
|
|
|
|||
Net revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
Cost of goods sold (1)
|
|
5,192,451
|
|
|
3,602,072
|
|
|
2,572,549
|
|
|||
Gross profit
|
|
1,586,723
|
|
|
1,118,823
|
|
|
807,811
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Customer service and merchant fees (1)
|
|
260,046
|
|
|
169,516
|
|
|
127,883
|
|
|||
Advertising
|
|
774,189
|
|
|
549,959
|
|
|
409,125
|
|
|||
Selling, operations, technology, general and administrative (1)
|
|
1,025,767
|
|
|
634,801
|
|
|
467,020
|
|
|||
Total operating expenses
|
|
2,060,002
|
|
|
1,354,276
|
|
|
1,004,028
|
|
|||
Loss from operations
|
|
(473,279
|
)
|
|
(235,453
|
)
|
|
(196,217
|
)
|
|||
Interest (expense) income, net
|
|
(28,560
|
)
|
|
(9,433
|
)
|
|
694
|
|
|||
Other (expense) income, net
|
|
(204
|
)
|
|
758
|
|
|
1,756
|
|
|||
Loss before income taxes
|
|
(502,043
|
)
|
|
(244,128
|
)
|
|
(193,767
|
)
|
|||
Provision for income taxes
|
|
2,037
|
|
|
486
|
|
|
608
|
|
|||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(5.63
|
)
|
|
$
|
(2.81
|
)
|
|
$
|
(2.29
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
89,472
|
|
|
86,983
|
|
|
84,977
|
|
(1)
|
Includes equity based compensation and related taxes as follows (in thousands):
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of goods sold
|
|
$
|
2,727
|
|
|
$
|
1,091
|
|
|
$
|
474
|
|
Customer service and merchant fees
|
|
5,859
|
|
|
2,636
|
|
|
2,108
|
|
|||
Selling, operations, technology, general and administrative
|
|
127,829
|
|
|
68,899
|
|
|
49,371
|
|
|||
|
|
$
|
136,415
|
|
|
$
|
72,626
|
|
|
$
|
51,953
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2018
|
|
2017
|
|
% Change
|
|||||
Cost of goods sold
|
|
$
|
5,192,451
|
|
|
$
|
3,602,072
|
|
|
44.2
|
%
|
As a percentage of net revenue
|
|
76.6
|
%
|
|
76.3
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2018
|
|
2017
|
|
% Change
|
|||||
Customer service and merchant fees (1)
|
|
$
|
260,046
|
|
|
$
|
169,516
|
|
|
53.4
|
%
|
Advertising
|
|
774,189
|
|
|
549,959
|
|
|
40.8
|
%
|
||
Selling, operations, technology, general and administrative (1)
|
|
1,025,767
|
|
|
634,801
|
|
|
61.6
|
%
|
||
Total operating expenses
|
|
$
|
2,060,002
|
|
|
$
|
1,354,276
|
|
|
52.1
|
%
|
As a percentage of net revenue
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
3.8
|
%
|
|
3.6
|
%
|
|
|
|
||
Advertising
|
|
11.4
|
%
|
|
11.6
|
%
|
|
|
|
||
Selling, operations, technology, general and administrative (1)
|
|
15.1
|
%
|
|
13.5
|
%
|
|
|
|
||
|
|
30.3
|
%
|
|
28.7
|
%
|
|
|
|
(1)
|
Includes equity-based compensation and related taxes as follows:
|
|
|
Year Ended December 31,
|
|
|
||||||
|
|
2018
|
|
2017
|
|
|
||||
Customer service and merchant fees
|
|
$
|
5,859
|
|
|
$
|
2,636
|
|
|
|
Selling, operations, technology, general and administrative
|
|
$
|
127,829
|
|
|
$
|
68,899
|
|
|
|
|
|
Year Ended December 31,
|
|
|
||||
|
|
2018
|
|
2017
|
|
|
||
Customer service and merchant fees
|
|
3.7
|
%
|
|
3.5
|
%
|
|
|
Selling, operations, technology, general and administrative
|
|
13.2
|
%
|
|
12.0
|
%
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Cost of goods sold
|
|
$
|
3,602,072
|
|
|
$
|
2,572,549
|
|
|
40.0
|
%
|
As a percentage of net revenue
|
|
76.3
|
%
|
|
76.1
|
%
|
|
|
|
|
|
Year Ended December 31,
|
|
|
|||||||
|
|
2017
|
|
2016
|
|
% Change
|
|||||
Customer service and merchant fees (1)
|
|
$
|
169,516
|
|
|
$
|
127,883
|
|
|
32.6
|
%
|
Advertising
|
|
549,959
|
|
|
409,125
|
|
|
34.4
|
%
|
||
Selling, operations, technology, general and administrative (1)
|
|
634,801
|
|
|
467,020
|
|
|
35.9
|
%
|
||
Total operating expenses
|
|
$
|
1,354,276
|
|
|
$
|
1,004,028
|
|
|
34.9
|
%
|
As a percentage of net revenue
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
3.6
|
%
|
|
3.8
|
%
|
|
|
|
||
Advertising
|
|
11.6
|
%
|
|
12.1
|
%
|
|
|
|
||
Selling, operations, technology, general and administrative (1)
|
|
13.5
|
%
|
|
13.8
|
%
|
|
|
|
||
|
|
28.7
|
%
|
|
29.7
|
%
|
|
|
(1)
|
Includes equity-based compensation and related taxes as follows:
|
|
|
Year Ended December 31,
|
|
|
||||||
|
|
2017
|
|
2016
|
|
|
||||
Customer service and merchant fees
|
|
$
|
2,636
|
|
|
$
|
2,108
|
|
|
|
Selling, operations, technology, general and administrative
|
|
$
|
68,899
|
|
|
$
|
49,371
|
|
|
|
|
|
Year Ended December 31,
|
|
|
||||
|
|
2017
|
|
2016
|
|
|
||
Customer service and merchant fees
|
|
3.5
|
%
|
|
3.7
|
%
|
|
|
Selling, operations, technology, general and administrative
|
|
12.0
|
%
|
|
12.4
|
%
|
|
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Net revenue
|
|
$
|
960,825
|
|
|
$
|
1,122,856
|
|
|
$
|
1,198,198
|
|
|
$
|
1,439,016
|
|
|
$
|
1,404,269
|
|
|
$
|
1,655,256
|
|
|
$
|
1,705,645
|
|
|
$
|
2,014,004
|
|
Cost of goods sold (1)
|
|
723,942
|
|
|
853,390
|
|
|
917,889
|
|
|
1,106,851
|
|
|
1,080,445
|
|
|
1,270,249
|
|
|
1,312,875
|
|
|
1,528,882
|
|
||||||||
Gross profit
|
|
236,883
|
|
|
269,466
|
|
|
280,309
|
|
|
332,165
|
|
|
323,824
|
|
|
385,007
|
|
|
392,770
|
|
|
485,122
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Customer service and merchant fees (1)
|
|
35,058
|
|
|
39,125
|
|
|
42,949
|
|
|
52,384
|
|
|
53,884
|
|
|
61,792
|
|
|
66,664
|
|
|
77,706
|
|
||||||||
Advertising
|
|
118,265
|
|
|
124,241
|
|
|
141,714
|
|
|
165,739
|
|
|
161,646
|
|
|
177,582
|
|
|
202,587
|
|
|
232,374
|
|
||||||||
Selling, operations, technology, general and administrative (1) (2)
|
|
139,766
|
|
|
143,652
|
|
|
169,603
|
|
|
181,780
|
|
|
211,363
|
|
|
240,972
|
|
|
268,785
|
|
|
304,647
|
|
||||||||
Total operating expenses
|
|
293,089
|
|
|
307,018
|
|
|
354,266
|
|
|
399,903
|
|
|
426,893
|
|
|
480,346
|
|
|
538,036
|
|
|
614,727
|
|
||||||||
Loss from operations
|
|
(56,206
|
)
|
|
(37,552
|
)
|
|
(73,957
|
)
|
|
(67,738
|
)
|
|
(103,069
|
)
|
|
(95,339
|
)
|
|
(145,266
|
)
|
|
(129,605
|
)
|
||||||||
Interest expense, net
|
|
(299
|
)
|
|
(1,550
|
)
|
|
(2,008
|
)
|
|
(5,576
|
)
|
|
(5,407
|
)
|
|
(5,796
|
)
|
|
(7,066
|
)
|
|
(10,291
|
)
|
||||||||
Other income (expense), net
|
|
176
|
|
|
451
|
|
|
(227
|
)
|
|
358
|
|
|
941
|
|
|
666
|
|
|
1,054
|
|
|
(2,865
|
)
|
||||||||
Loss before income taxes
|
|
(56,329
|
)
|
|
(38,651
|
)
|
|
(76,192
|
)
|
|
(72,956
|
)
|
|
(107,535
|
)
|
|
(100,469
|
)
|
|
(151,278
|
)
|
|
(142,761
|
)
|
||||||||
Provision for (benefit from) income taxes
|
|
210
|
|
|
224
|
|
|
237
|
|
|
(185
|
)
|
|
240
|
|
|
265
|
|
|
448
|
|
|
1,084
|
|
||||||||
Net loss
|
|
$
|
(56,539
|
)
|
|
$
|
(38,875
|
)
|
|
$
|
(76,429
|
)
|
|
$
|
(72,771
|
)
|
|
$
|
(107,775
|
)
|
|
$
|
(100,734
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(143,845
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.66
|
)
|
|
$
|
(0.45
|
)
|
|
$
|
(0.88
|
)
|
|
$
|
(0.83
|
)
|
|
$
|
(1.22
|
)
|
|
$
|
(1.13
|
)
|
|
$
|
(1.69
|
)
|
|
$
|
(1.59
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
86,036
|
|
|
86,714
|
|
|
87,283
|
|
|
87,893
|
|
|
88,467
|
|
|
89,158
|
|
|
89,792
|
|
|
90,445
|
|
(1)
|
Includes equity based compensation and related taxes as follows:
|
Cost of goods sold
|
|
$
|
145
|
|
|
$
|
205
|
|
|
$
|
282
|
|
|
$
|
459
|
|
|
$
|
565
|
|
|
$
|
637
|
|
|
$
|
727
|
|
|
$
|
798
|
|
Customer service and merchant fees
|
|
644
|
|
|
586
|
|
|
636
|
|
|
770
|
|
|
970
|
|
|
1,133
|
|
|
1,549
|
|
|
2,207
|
|
||||||||
Selling, operations, technology, general and administrative
|
|
14,169
|
|
|
15,192
|
|
|
18,680
|
|
|
20,858
|
|
|
25,612
|
|
|
29,840
|
|
|
34,041
|
|
|
38,336
|
|
||||||||
|
|
$
|
14,958
|
|
|
$
|
15,983
|
|
|
$
|
19,598
|
|
|
$
|
22,087
|
|
|
$
|
27,147
|
|
|
$
|
31,610
|
|
|
$
|
36,317
|
|
|
$
|
41,341
|
|
(2)
|
Prior period expenses recorded as "Merchandising, marketing and sales" and "Operations, technology, general and administrative" have been combined into "
Selling, operations, technology, general and administrative
" on the consolidated statements of operations to conform with current period presentation.
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||||||||||
|
|
(in thousands, except Average Order Value and LTM Net Revenue Per Active Customer)
|
||||||||||||||||||||||||||||||
Consolidated Financial Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Revenue
|
|
$
|
960,825
|
|
|
$
|
1,122,856
|
|
|
$
|
1,198,198
|
|
|
$
|
1,439,016
|
|
|
$
|
1,404,269
|
|
|
$
|
1,655,256
|
|
|
$
|
1,705,645
|
|
|
$
|
2,014,004
|
|
Adjusted EBITDA
|
|
$
|
(20,896
|
)
|
|
$
|
(2,246
|
)
|
|
$
|
(22,672
|
)
|
|
$
|
(21,219
|
)
|
|
$
|
(49,960
|
)
|
|
$
|
(34,809
|
)
|
|
$
|
(76,405
|
)
|
|
$
|
(53,812
|
)
|
Free Cash Flow
|
|
$
|
(68,970
|
)
|
|
$
|
(27,225
|
)
|
|
$
|
(18,463
|
)
|
|
$
|
1,413
|
|
|
$
|
(47,594
|
)
|
|
$
|
(7,545
|
)
|
|
$
|
(58,803
|
)
|
|
$
|
(23,152
|
)
|
Segment Financial Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Direct Retail Net Revenue
|
|
$
|
837,556
|
|
|
$
|
976,673
|
|
|
$
|
1,033,669
|
|
|
$
|
1,227,507
|
|
|
$
|
1,186,205
|
|
|
$
|
1,397,009
|
|
|
$
|
1,460,056
|
|
|
$
|
1,708,705
|
|
U.S. Other Net Revenue
|
|
$
|
20,473
|
|
|
$
|
20,395
|
|
|
$
|
16,975
|
|
|
$
|
19,809
|
|
|
$
|
15,379
|
|
|
$
|
14,335
|
|
|
$
|
13,189
|
|
|
$
|
18,192
|
|
U.S. Adjusted EBITDA
|
|
$
|
3,728
|
|
|
$
|
20,425
|
|
|
$
|
4,531
|
|
|
$
|
7,204
|
|
|
$
|
(7,938
|
)
|
|
$
|
7,200
|
|
|
$
|
(26,036
|
)
|
|
$
|
7,725
|
|
International Direct Retail Net Revenue
|
|
$
|
102,796
|
|
|
$
|
125,788
|
|
|
$
|
147,554
|
|
|
$
|
191,700
|
|
|
$
|
202,685
|
|
|
$
|
243,912
|
|
|
$
|
232,400
|
|
|
$
|
287,107
|
|
International Adjusted EBITDA
|
|
$
|
(24,624
|
)
|
|
$
|
(22,671
|
)
|
|
$
|
(27,203
|
)
|
|
$
|
(28,423
|
)
|
|
$
|
(42,022
|
)
|
|
$
|
(42,009
|
)
|
|
$
|
(50,369
|
)
|
|
$
|
(61,537
|
)
|
Direct Retail Financial and Operating Metrics
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Direct Retail Net Revenue
|
|
$
|
940,352
|
|
|
$
|
1,102,461
|
|
|
$
|
1,181,223
|
|
|
$
|
1,419,207
|
|
|
$
|
1,388,890
|
|
|
$
|
1,640,921
|
|
|
$
|
1,692,456
|
|
|
$
|
1,995,812
|
|
Active Customers
|
|
8,855
|
|
|
9,547
|
|
|
10,250
|
|
|
10,990
|
|
|
11,795
|
|
|
12,792
|
|
|
13,860
|
|
|
15,155
|
|
||||||||
LTM Net Revenue Per Active Customer
|
|
$
|
394
|
|
|
$
|
402
|
|
|
$
|
408
|
|
|
$
|
422
|
|
|
$
|
432
|
|
|
$
|
440
|
|
|
$
|
443
|
|
|
$
|
443
|
|
Orders Delivered
|
|
4,213
|
|
|
4,278
|
|
|
4,719
|
|
|
6,202
|
|
|
5,888
|
|
|
6,452
|
|
|
6,938
|
|
|
8,806
|
|
||||||||
Average Order Value
|
|
$
|
223
|
|
|
$
|
258
|
|
|
$
|
250
|
|
|
$
|
229
|
|
|
$
|
236
|
|
|
$
|
254
|
|
|
$
|
244
|
|
|
$
|
227
|
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||||||||||
Net loss
|
|
$
|
(56,539
|
)
|
|
$
|
(38,875
|
)
|
|
$
|
(76,429
|
)
|
|
$
|
(72,771
|
)
|
|
$
|
(107,775
|
)
|
|
$
|
(100,734
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(143,845
|
)
|
Depreciation and amortization (1)
|
|
20,352
|
|
|
19,323
|
|
|
22,913
|
|
|
24,432
|
|
|
25,962
|
|
|
28,920
|
|
|
32,544
|
|
|
36,116
|
|
||||||||
Equity based compensation and related taxes
|
|
14,958
|
|
|
15,983
|
|
|
19,598
|
|
|
22,087
|
|
|
27,147
|
|
|
31,610
|
|
|
36,317
|
|
|
41,341
|
|
||||||||
Interest expense, net
|
|
299
|
|
|
1,550
|
|
|
2,008
|
|
|
5,576
|
|
|
5,407
|
|
|
5,796
|
|
|
7,066
|
|
|
10,291
|
|
||||||||
Other (income) expense, net
|
|
(176
|
)
|
|
(451
|
)
|
|
227
|
|
|
(358
|
)
|
|
(941
|
)
|
|
(666
|
)
|
|
(1,054
|
)
|
|
2,865
|
|
||||||||
Provision for (benefit from) income taxes
|
|
210
|
|
|
224
|
|
|
237
|
|
|
(185
|
)
|
|
240
|
|
|
265
|
|
|
448
|
|
|
1,084
|
|
||||||||
Other (1)
|
|
—
|
|
|
—
|
|
|
8,774
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,664
|
)
|
||||||||
Adjusted EBITDA
|
|
$
|
(20,896
|
)
|
|
$
|
(2,246
|
)
|
|
$
|
(22,672
|
)
|
|
$
|
(21,219
|
)
|
|
$
|
(49,960
|
)
|
|
$
|
(34,809
|
)
|
|
$
|
(76,405
|
)
|
|
$
|
(53,812
|
)
|
|
|
Three months ended
|
||||||||||||||||||||||||||||||
|
|
March 31,
2017 |
|
June 30,
2017 |
|
September 30,
2017 |
|
December 31,
2017 |
|
March 31,
2018 |
|
June 30,
2018 |
|
September 30,
2018 |
|
December 31,
2018 |
||||||||||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(46,098
|
)
|
|
$
|
18,101
|
|
|
$
|
24,752
|
|
|
$
|
36,879
|
|
|
$
|
(13,077
|
)
|
|
$
|
47,604
|
|
|
$
|
7,804
|
|
|
$
|
42,530
|
|
Purchase of property and equipment
|
|
(11,952
|
)
|
|
(33,596
|
)
|
|
(30,980
|
)
|
|
(23,923
|
)
|
|
(21,363
|
)
|
|
(39,730
|
)
|
|
(49,411
|
)
|
|
(48,701
|
)
|
||||||||
Site and software development costs
|
|
(10,920
|
)
|
|
(11,730
|
)
|
|
(12,235
|
)
|
|
(11,543
|
)
|
|
(13,154
|
)
|
|
(15,419
|
)
|
|
(17,196
|
)
|
|
(16,981
|
)
|
||||||||
Free cash flow
|
|
$
|
(68,970
|
)
|
|
$
|
(27,225
|
)
|
|
$
|
(18,463
|
)
|
|
$
|
1,413
|
|
|
$
|
(47,594
|
)
|
|
$
|
(7,545
|
)
|
|
$
|
(58,803
|
)
|
|
$
|
(23,152
|
)
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
|
|
(in thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
849,461
|
|
|
$
|
558,960
|
|
Short-term investments
|
|
$
|
114,278
|
|
|
$
|
61,032
|
|
Accounts receivable, net
|
|
$
|
50,603
|
|
|
$
|
37,948
|
|
Long-term investments
|
|
$
|
6,526
|
|
|
$
|
21,561
|
|
Working capital
|
|
$
|
116,713
|
|
|
$
|
77,065
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
(in thousands)
|
||||||||||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Net cash provided by operating activities
|
|
$
|
84,861
|
|
|
$
|
33,634
|
|
|
$
|
62,814
|
|
Net cash used in investing activities
|
|
$
|
(260,287
|
)
|
|
$
|
(130,335
|
)
|
|
$
|
(95,880
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
467,463
|
|
|
$
|
374,971
|
|
|
$
|
(20,883
|
)
|
|
Payment Due by Period
|
|
|
||||||||||||||||
|
Less than
1 year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
More than
5 Years
|
|
Total
|
||||||||||
Lease Obligations
|
$
|
106,456
|
|
|
$
|
253,774
|
|
|
$
|
248,928
|
|
|
$
|
594,464
|
|
|
$
|
1,203,622
|
|
Convertible Notes
|
$
|
7,763
|
|
|
$
|
16,172
|
|
|
$
|
445,805
|
|
|
$
|
581,469
|
|
|
$
|
1,051,209
|
|
Audited consolidated financial statements of Wayfair Inc.:
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
849,461
|
|
|
$
|
558,960
|
|
Short-term investments
|
|
114,278
|
|
|
61,032
|
|
||
Accounts receivable, net of allowance of $9,312 and $7,000 at December 31, 2018 and December 31, 2017, respectively
|
|
50,603
|
|
|
37,948
|
|
||
Inventories
|
|
46,164
|
|
|
28,042
|
|
||
Prepaid expenses and other current assets
|
|
195,430
|
|
|
130,838
|
|
||
Total current assets
|
|
1,255,936
|
|
|
816,820
|
|
||
Property and equipment, net
|
|
606,977
|
|
|
361,141
|
|
||
Goodwill and intangible assets, net
|
|
2,585
|
|
|
3,105
|
|
||
Long-term investments
|
|
6,526
|
|
|
21,561
|
|
||
Other noncurrent assets
|
|
18,826
|
|
|
10,776
|
|
||
Total assets
|
|
$
|
1,890,850
|
|
|
$
|
1,213,403
|
|
Liabilities and Stockholders' Deficit
|
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
650,174
|
|
|
$
|
440,366
|
|
Accrued expenses
|
|
212,997
|
|
|
120,247
|
|
||
Deferred revenue
|
|
148,057
|
|
|
94,116
|
|
||
Other current liabilities
|
|
127,995
|
|
|
85,026
|
|
||
Total current liabilities
|
|
1,139,223
|
|
|
739,755
|
|
||
Lease financing obligations, net of current portion
|
|
183,056
|
|
|
82,580
|
|
||
Long-term debt
|
|
738,904
|
|
|
332,905
|
|
||
Other liabilities
|
|
160,388
|
|
|
106,492
|
|
||
Total liabilities
|
|
2,221,571
|
|
|
1,261,732
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
|
||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at December 31, 2018 and December 31, 2017
|
|
—
|
|
|
—
|
|
||
Stockholders’ deficit:
|
|
|
|
|
|
|
||
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 62,329,701 and 57,398,983 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
|
|
63
|
|
|
57
|
|
||
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 28,417,882 and 30,809,627 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
|
|
28
|
|
|
31
|
|
||
Additional paid-in capital
|
|
753,657
|
|
|
537,212
|
|
||
Accumulated deficit
|
|
(1,082,689
|
)
|
|
(583,266
|
)
|
||
Accumulated other comprehensive loss
|
|
(1,780
|
)
|
|
(2,363
|
)
|
||
Total stockholders' deficit
|
|
(330,721
|
)
|
|
(48,329
|
)
|
||
Total liabilities and stockholders' deficit
|
|
$
|
1,890,850
|
|
|
$
|
1,213,403
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
Cost of goods sold
|
|
5,192,451
|
|
|
3,602,072
|
|
|
2,572,549
|
|
|||
Gross profit
|
|
1,586,723
|
|
|
1,118,823
|
|
|
807,811
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|||
Customer service and merchant fees
|
|
260,046
|
|
|
169,516
|
|
|
127,883
|
|
|||
Advertising
|
|
774,189
|
|
|
549,959
|
|
|
409,125
|
|
|||
Selling, operations, technology, general and administrative
|
|
1,025,767
|
|
|
634,801
|
|
|
467,020
|
|
|||
Total operating expenses
|
|
2,060,002
|
|
|
1,354,276
|
|
|
1,004,028
|
|
|||
Loss from operations
|
|
(473,279
|
)
|
|
(235,453
|
)
|
|
(196,217
|
)
|
|||
Interest (expense) income, net
|
|
(28,560
|
)
|
|
(9,433
|
)
|
|
694
|
|
|||
Other (expense) income, net
|
|
(204
|
)
|
|
758
|
|
|
1,756
|
|
|||
Loss before income taxes
|
|
(502,043
|
)
|
|
(244,128
|
)
|
|
(193,767
|
)
|
|||
Provision for income taxes
|
|
2,037
|
|
|
486
|
|
|
608
|
|
|||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(5.63
|
)
|
|
$
|
(2.81
|
)
|
|
$
|
(2.29
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
89,472
|
|
|
86,983
|
|
|
84,977
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
|
553
|
|
|
(2,196
|
)
|
|
(102
|
)
|
|||
Net unrealized gain (loss) on available-for-sale investments
|
|
30
|
|
|
(180
|
)
|
|
251
|
|
|||
Comprehensive loss
|
|
$
|
(503,497
|
)
|
|
$
|
(246,990
|
)
|
|
$
|
(194,226
|
)
|
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Total
Stockholders'
Equity (Deficit)
|
|||||||||||
Balance at December 31, 2015
|
|
84,311
|
|
|
$
|
84
|
|
|
$
|
378,162
|
|
|
$
|
(135,565
|
)
|
|
$
|
(136
|
)
|
|
$
|
242,545
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194,375
|
)
|
|
—
|
|
|
(194,375
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
149
|
|
|
149
|
|
|||||
Exercise of options to purchase common stock
|
|
70
|
|
|
1
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
1,963
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(525
|
)
|
|
(1
|
)
|
|
(21,091
|
)
|
|
—
|
|
|
—
|
|
|
(21,092
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
51,494
|
|
|
—
|
|
|
—
|
|
|
51,494
|
|
|||||
Acquisition of a business
|
|
12
|
|
|
—
|
|
|
452
|
|
|
—
|
|
|
—
|
|
|
452
|
|
|||||
Balance at December 31, 2016
|
|
85,831
|
|
|
86
|
|
|
409,225
|
|
|
(329,940
|
)
|
|
13
|
|
|
79,384
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244,614
|
)
|
|
—
|
|
|
(244,614
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,376
|
)
|
|
(2,376
|
)
|
|||||
Exercise of options to purchase common stock
|
|
84
|
|
|
—
|
|
|
244
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
2,327
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(33
|
)
|
|
—
|
|
|
(1,562
|
)
|
|
—
|
|
|
—
|
|
|
(1,562
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
71,380
|
|
|
—
|
|
|
—
|
|
|
71,380
|
|
|||||
Adoption of ASU No. 2016-09
|
|
—
|
|
|
—
|
|
|
8,712
|
|
|
(8,712
|
)
|
|
—
|
|
|
—
|
|
|||||
Equity component of issuance of convertible notes, net (Note 14)
|
|
—
|
|
|
—
|
|
|
49,213
|
|
|
—
|
|
|
—
|
|
|
49,213
|
|
|||||
Balance at December 31, 2017
|
|
88,209
|
|
|
88
|
|
|
537,212
|
|
|
(583,266
|
)
|
|
(2,363
|
)
|
|
(48,329
|
)
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(504,080
|
)
|
|
—
|
|
|
(504,080
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
583
|
|
|
583
|
|
|||||
Exercise of options to purchase common stock
|
|
46
|
|
|
—
|
|
|
138
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
2,504
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(11
|
)
|
|
—
|
|
|
(1,284
|
)
|
|
—
|
|
|
—
|
|
|
(1,284
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
133,638
|
|
|
—
|
|
|
—
|
|
|
133,638
|
|
|||||
Adoption of ASU No. 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,657
|
|
|
—
|
|
|
4,657
|
|
|||||
Equity component of issuance of convertible notes, net (Note 14)
|
|
|
|
|
|
|
|
83,953
|
|
|
|
|
|
|
|
|
83,953
|
|
|||||
Balance at December 31, 2018
|
|
90,748
|
|
|
$
|
91
|
|
|
$
|
753,657
|
|
|
$
|
(1,082,689
|
)
|
|
$
|
(1,780
|
)
|
|
$
|
(330,721
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization
|
|
123,542
|
|
|
87,020
|
|
|
55,572
|
|
|||
Equity based compensation
|
|
127,564
|
|
|
67,840
|
|
|
49,402
|
|
|||
Amortization of discount and issuance costs on convertible notes
|
|
22,585
|
|
|
5,830
|
|
|
—
|
|
|||
Other non-cash adjustments
|
|
(56
|
)
|
|
1,198
|
|
|
331
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(12,792
|
)
|
|
(18,172
|
)
|
|
(9,217
|
)
|
|||
Inventories
|
|
(18,319
|
)
|
|
(9,454
|
)
|
|
1,351
|
|
|||
Prepaid expenses and other current assets
|
|
(65,195
|
)
|
|
(39,124
|
)
|
|
(16,179
|
)
|
|||
Accounts payable and accrued expenses
|
|
285,064
|
|
|
104,184
|
|
|
126,013
|
|
|||
Deferred revenue and other liabilities
|
|
134,705
|
|
|
81,354
|
|
|
51,914
|
|
|||
Other assets
|
|
(8,157
|
)
|
|
(2,428
|
)
|
|
(1,998
|
)
|
|||
Net cash provided by operating activities
|
|
84,861
|
|
|
33,634
|
|
|
62,814
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities
|
|
|
|
|
|
|
||||||
Purchase of short-term and long-term investments
|
|
(99,002
|
)
|
|
(54,551
|
)
|
|
(88,112
|
)
|
|||
Sale and maturities of short-term investments
|
|
61,068
|
|
|
71,095
|
|
|
119,810
|
|
|||
Purchase of property and equipment
|
|
(159,205
|
)
|
|
(100,451
|
)
|
|
(96,707
|
)
|
|||
Site and software development costs
|
|
(62,750
|
)
|
|
(46,428
|
)
|
|
(31,379
|
)
|
|||
Cash received from the sale of a business, net of cash sold
|
|
—
|
|
|
—
|
|
|
1,508
|
|
|||
Other investing activities, net
|
|
(398
|
)
|
|
—
|
|
|
(1,000
|
)
|
|||
Net cash used in investing activities
|
|
(260,287
|
)
|
|
(130,335
|
)
|
|
(95,880
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible notes, net of issuance costs
|
|
562,047
|
|
|
420,449
|
|
|
—
|
|
|||
Premiums paid for capped call confirmations
|
|
(93,438
|
)
|
|
(44,160
|
)
|
|
—
|
|
|||
Taxes paid related to net share settlement of equity awards
|
|
(1,284
|
)
|
|
(1,562
|
)
|
|
(21,092
|
)
|
|||
Net proceeds from exercise of stock options
|
|
138
|
|
|
244
|
|
|
209
|
|
|||
Net cash provided by (used in) financing activities
|
|
467,463
|
|
|
374,971
|
|
|
(20,883
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,536
|
)
|
|
850
|
|
|
(387
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
290,501
|
|
|
279,120
|
|
|
(54,336
|
)
|
|||
Cash and cash equivalents
|
|
|
|
|
|
|
||||||
Beginning of year
|
|
558,960
|
|
|
279,840
|
|
|
334,176
|
|
|||
End of year
|
|
$
|
849,461
|
|
|
$
|
558,960
|
|
|
$
|
279,840
|
|
|
|
|
|
|
|
|
|
|
|
|||
Supplemental Cash Flow Information
|
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest on long-term debt
|
|
$
|
1,554
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid for interest on finance lease obligations
|
|
$
|
9,058
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities
|
|
$
|
15,383
|
|
|
$
|
8,533
|
|
|
$
|
1,336
|
|
Construction costs capitalized under finance lease obligations and other leases
|
|
$
|
125,796
|
|
|
$
|
47,276
|
|
|
$
|
53,894
|
|
Subsidiary
|
|
Location
|
Wayfair LLC
|
|
U.S.
|
Wayfair Securities Corporation
|
|
U.S.
|
SK Retail, Inc.
|
|
U.S.
|
CastleGate Logistics Inc.
|
|
U.S.
|
CastleGate Logistics Hong Kong Limited
|
|
Hong Kong
|
CastleGate Logistics Canada Inc.
|
|
Canada
|
Wayfair Maine LLC
|
|
U.S.
|
Wayfair Transportation LLC
|
|
U.S.
|
Wayfair Stores Limited
|
|
Republic of Ireland
|
Wayfair (UK) Limited
|
|
United Kingdom
|
Wayfair GmbH
|
|
Germany
|
Wayfair (BVI) Ltd.
|
|
British Virgin Islands
|
•
|
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
|
Subsidiary
|
|
Currency
|
Wayfair Stores Limited
|
|
Euro
|
Wayfair (UK) Limited
|
|
Pound sterling
|
Wayfair GmbH
|
|
Euro
|
Wayfair (BVI) Ltd.
|
|
Euro
|
CastleGate Logistics Canada Inc.
|
|
Canadian dollar
|
CastleGate Logistics Hong Kong Limited
|
|
Hong Kong dollar
|
Class
|
|
Range of Life
(In Years)
|
Furniture and computer equipment
|
|
3 to 7
|
Site and software development costs
|
|
2
|
Leasehold improvements
|
|
The lesser of useful life or lease term
|
Building (leased - Note 7)
|
|
30
|
|
|
December 31, 2018
|
||||||||||
|
|
Amortized
Cost
|
|
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
|
|
|
|
December 31, 2017
|
||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|||
Investment securities
|
|
$
|
61,129
|
|
|
$
|
(97
|
)
|
|
$
|
61,032
|
|
Long-term:
|
|
|
|
|
|
|
||||||
Investment securities
|
|
21,695
|
|
|
(134
|
)
|
|
21,561
|
|
|||
Total
|
|
$
|
82,824
|
|
|
$
|
(231
|
)
|
|
$
|
82,593
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds and other 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
|
|
|
|
December 31, 2017
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Money market funds
|
|
$
|
488,029
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
488,029
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
61,032
|
|
|
—
|
|
|
61,032
|
|
||||
Other non-current assets
|
|
|
|
|
|
|
|
|
|
|||||||
Certificate of deposit
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||
Long-term:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Investment securities
|
|
—
|
|
|
21,561
|
|
|
—
|
|
|
21,561
|
|
||||
Total
|
|
$
|
493,029
|
|
|
$
|
82,593
|
|
|
$
|
—
|
|
|
$
|
575,622
|
|
|
|
Weighted-Average
|
|
December 31, 2018
|
||||||||||
|
|
Amortization
Period (Years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book Value
|
||||||
Trademarks
|
|
5
|
|
$
|
1,900
|
|
|
$
|
(1,900
|
)
|
|
$
|
—
|
|
Technology
|
|
3
|
|
1,678
|
|
|
(1,192
|
)
|
|
486
|
|
|||
Customer relationships
|
|
5
|
|
1,300
|
|
|
(1,300
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
4,878
|
|
|
$
|
(4,392
|
)
|
|
$
|
486
|
|
|
|
Weighted-Average
|
|
December 31, 2017
|
||||||||||
|
|
Amortization
Period (Years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book Value
|
||||||
Trademarks
|
|
5
|
|
$
|
1,900
|
|
|
$
|
(1,678
|
)
|
|
$
|
222
|
|
Technology
|
|
3
|
|
1,453
|
|
|
(646
|
)
|
|
807
|
|
|||
Customer relationships
|
|
5
|
|
1,300
|
|
|
(1,148
|
)
|
|
152
|
|
|||
Total
|
|
|
|
$
|
4,653
|
|
|
$
|
(3,472
|
)
|
|
$
|
1,181
|
|
|
|
Total
|
||
2019
|
|
$
|
398
|
|
2020
|
|
75
|
|
|
2021
|
|
13
|
|
|
Thereafter
|
|
—
|
|
|
Total
|
|
$
|
486
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Furniture and computer equipment
|
|
$
|
339,761
|
|
|
$
|
213,790
|
|
Site and software development costs
|
|
172,653
|
|
|
118,356
|
|
||
Leasehold improvements
|
|
109,929
|
|
|
82,614
|
|
||
Construction in progress
|
|
90,104
|
|
|
46,826
|
|
||
Building (leased - see Note 7)
|
|
184,694
|
|
|
83,681
|
|
||
|
|
897,141
|
|
|
545,267
|
|
||
Less accumulated depreciation and amortization
|
|
(290,164
|
)
|
|
(184,126
|
)
|
||
Property and equipment, net
|
|
$
|
606,977
|
|
|
$
|
361,141
|
|
|
|
December 31,
|
||||||
Prepaid expenses and other current assets:
|
|
2018
|
|
2017
|
||||
Deferred costs in transit
|
|
$
|
83,652
|
|
|
$
|
54,483
|
|
Supplier receivable
|
|
31,842
|
|
|
29,941
|
|
||
Supplier credits receivable
|
|
17,667
|
|
|
12,936
|
|
||
Other prepaid and other current assets
|
|
62,269
|
|
|
33,478
|
|
||
Total prepaid expenses and other current assets
|
|
$
|
195,430
|
|
|
$
|
130,838
|
|
|
|
December 31,
|
||||||
Accrued expenses:
|
|
2018
|
|
2017
|
||||
Employee compensation and related benefits
|
|
$
|
91,914
|
|
|
$
|
55,142
|
|
Advertising
|
|
67,259
|
|
|
38,888
|
|
||
Accrued property, plant and equipment
|
|
13,955
|
|
|
8,592
|
|
||
Credit card
|
|
16,740
|
|
|
4,573
|
|
||
Audit, legal and professional fees
|
|
1,703
|
|
|
1,749
|
|
||
Other accrued expenses
|
|
21,426
|
|
|
11,303
|
|
||
Total accrued expenses
|
|
$
|
212,997
|
|
|
$
|
120,247
|
|
|
|
December 31,
|
||||||
Other current liabilities:
|
|
2018
|
|
2017
|
||||
Sales tax payable
|
|
$
|
49,989
|
|
|
$
|
35,726
|
|
Sales return reserve
|
|
35,707
|
|
|
21,243
|
|
||
Other current liabilities
|
|
42,299
|
|
|
28,057
|
|
||
Total current other liabilities
|
|
$
|
127,995
|
|
|
$
|
85,026
|
|
|
|
December 31,
|
||||||
Other liabilities:
|
|
2018
|
|
2017
|
||||
Deferred rent
|
|
$
|
99,746
|
|
|
$
|
59,811
|
|
Construction costs under build-to-suit leases
|
|
60,089
|
|
|
37,545
|
|
||
Other liabilities
|
|
553
|
|
|
9,136
|
|
||
Total other liabilities
|
|
$
|
160,388
|
|
|
$
|
106,492
|
|
|
|
Amount
|
||
2019
|
|
$
|
106,456
|
|
2020
|
|
123,757
|
|
|
2021
|
|
130,017
|
|
|
2022
|
|
126,230
|
|
|
2023
|
|
122,698
|
|
|
Thereafter
|
|
594,464
|
|
|
Total
|
|
$
|
1,203,622
|
|
|
|
Shares
|
|
Weighted-Average
Exercise Price
|
|
Weighted-Average
Remaining
Contractual Term
(Years)
|
|||
Outstanding at December 31, 2017
|
|
126,383
|
|
|
$
|
3.02
|
|
|
3.5
|
Options exercised
|
|
(46,581
|
)
|
|
$
|
2.97
|
|
|
|
Outstanding and exercisable at December 31, 2018
|
|
79,802
|
|
|
$
|
3.05
|
|
|
2.5
|
|
|
Shares
|
|
Weighted-Average Grant Date
Fair Value
|
|||
Unvested at December 31, 2017
|
|
40,000
|
|
|
$
|
44.34
|
|
Restricted stock vested
|
|
(20,000
|
)
|
|
$
|
44.34
|
|
Unvested as of December 31, 2018
|
|
20,000
|
|
|
$
|
44.34
|
|
|
|
Shares
|
|
Weighted-Average
Grant Date
Fair Value
|
|||
Unvested at December 31, 2017
|
|
6,853,606
|
|
|
$
|
46.28
|
|
RSUs granted
|
|
4,834,598
|
|
|
$
|
92.62
|
|
RSUs vested
|
|
(2,523,359
|
)
|
|
$
|
47.61
|
|
RSUs forfeited/canceled
|
|
(1,193,886
|
)
|
|
$
|
57.53
|
|
Outstanding as of December 31, 2018
|
|
7,970,959
|
|
|
$
|
72.43
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. Direct Retail
|
|
$
|
5,751,975
|
|
|
$
|
4,075,405
|
|
|
$
|
2,993,365
|
|
U.S. Other
|
|
61,095
|
|
|
77,652
|
|
|
117,132
|
|
|||
U.S. segment net revenue
|
|
5,813,070
|
|
|
4,153,057
|
|
|
3,110,497
|
|
|||
International Direct Retail
|
|
966,104
|
|
|
567,838
|
|
|
265,544
|
|
|||
International Other
|
|
—
|
|
|
—
|
|
|
4,319
|
|
|||
International segment net revenue
|
|
966,104
|
|
|
567,838
|
|
|
269,863
|
|
|||
Total
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||
U.S.
|
|
$
|
(19,049
|
)
|
|
$
|
35,888
|
|
|
$
|
176
|
|
International
|
|
(195,937
|
)
|
|
(102,921
|
)
|
|
(88,868
|
)
|
|||
Total reportable segments Adjusted EBITDA
|
|
(214,986
|
)
|
|
(67,033
|
)
|
|
(88,692
|
)
|
|||
Less: reconciling items (1)
|
|
(289,094
|
)
|
|
(177,581
|
)
|
|
(105,683
|
)
|
|||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Depreciation and amortization (1)
|
|
$
|
123,542
|
|
|
$
|
87,020
|
|
|
$
|
55,572
|
|
Equity based compensation and related taxes
|
|
136,415
|
|
|
72,626
|
|
|
51,953
|
|
|||
Interest expense (income), net
|
|
28,560
|
|
|
9,433
|
|
|
(694
|
)
|
|||
Other expense (income), net
|
|
204
|
|
|
(758
|
)
|
|
(1,756
|
)
|
|||
Provision for income taxes
|
|
2,037
|
|
|
486
|
|
|
608
|
|
|||
Other (1)
|
|
(1,664
|
)
|
|
8,774
|
|
|
—
|
|
|||
Total reconciling items
|
|
$
|
289,094
|
|
|
$
|
177,581
|
|
|
$
|
105,683
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net revenue
|
|
|
|
|
|
|
|
|
|
|||
Direct Retail
|
|
$
|
6,718,079
|
|
|
$
|
4,643,243
|
|
|
$
|
3,258,909
|
|
Other
|
|
61,095
|
|
|
77,652
|
|
|
121,451
|
|
|||
Net revenue
|
|
$
|
6,779,174
|
|
|
$
|
4,720,895
|
|
|
$
|
3,380,360
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Geographic long-lived assets:
|
|
|
|
|
|
|
||
U.S.
|
|
$
|
577,615
|
|
|
$
|
353,414
|
|
International
|
|
29,362
|
|
|
7,727
|
|
||
Total
|
|
$
|
606,977
|
|
|
$
|
361,141
|
|
Year ended December 31, 2018
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(86
|
)
|
|
$
|
(86
|
)
|
State
|
|
744
|
|
|
(24
|
)
|
|
720
|
|
|||
Foreign
|
|
78
|
|
|
1,325
|
|
|
1,403
|
|
|||
|
|
$
|
822
|
|
|
$
|
1,215
|
|
|
$
|
2,037
|
|
Year ended December 31, 2017
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(31
|
)
|
|
$
|
(31
|
)
|
State
|
|
540
|
|
|
8
|
|
|
548
|
|
|||
Foreign
|
|
942
|
|
|
(973
|
)
|
|
(31
|
)
|
|||
|
|
$
|
1,482
|
|
|
$
|
(996
|
)
|
|
$
|
486
|
|
Year ended December 31, 2016
|
|
Current
|
|
Deferred
|
|
Total
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
32
|
|
State
|
|
329
|
|
|
5
|
|
|
334
|
|
|||
Foreign
|
|
285
|
|
|
(43
|
)
|
|
242
|
|
|||
|
|
614
|
|
|
(6
|
)
|
|
608
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Tax expense (benefit) at federal statutory rate
|
|
$
|
(105,429
|
)
|
|
$
|
(85,445
|
)
|
|
$
|
(67,819
|
)
|
|
|
|
|
|
|
|
||||||
State income tax expense, net of federal benefit
|
|
(22,584
|
)
|
|
(11,432
|
)
|
|
(5,225
|
)
|
|||
Foreign tax rate differential
|
|
14,976
|
|
|
23,179
|
|
|
17,109
|
|
|||
Non-deductible equity based compensation expense
|
|
3,267
|
|
|
1,080
|
|
|
2,321
|
|
|||
Windfall benefits from equity based compensation
|
|
(29,003
|
)
|
|
(24,168
|
)
|
|
—
|
|
|||
Change in valuation allowance
|
|
119,370
|
|
|
24,209
|
|
|
53,467
|
|
|||
Change in tax rate
|
|
197
|
|
|
71,919
|
|
|
—
|
|
|||
Limitation on officer's compensation
|
|
5,283
|
|
|
—
|
|
|
—
|
|
|||
Debt integration termination
|
|
9,236
|
|
|
—
|
|
|
—
|
|
|||
Other
|
|
6,724
|
|
|
1,144
|
|
|
755
|
|
|||
Net income tax expense
|
|
$
|
2,037
|
|
|
$
|
486
|
|
|
$
|
608
|
|
|
|
December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
||
Accounts receivable
|
|
$
|
2,400
|
|
|
$
|
1,814
|
|
Inventories
|
|
495
|
|
|
391
|
|
||
Operating loss carry-forwards
|
|
262,481
|
|
|
146,666
|
|
||
Equity based compensation expense
|
|
9,733
|
|
|
9,087
|
|
||
Intangibles
|
|
12,526
|
|
|
13,862
|
|
||
Accrued payroll
|
|
13,900
|
|
|
8,582
|
|
||
Accrued expenses and reserves
|
|
12,339
|
|
|
10,933
|
|
||
Charitable contributions
|
|
657
|
|
|
284
|
|
||
Deferred rent
|
|
90,868
|
|
|
48,936
|
|
||
Gross deferred tax assets
|
|
405,399
|
|
|
240,555
|
|
||
Less: Valuation allowance
|
|
(247,454
|
)
|
|
(178,488
|
)
|
||
Net deferred tax assets
|
|
157,945
|
|
|
62,067
|
|
||
Deferred tax liabilities:
|
|
|
|
|
|
|
||
Prepaid expenses
|
|
(3,030
|
)
|
|
(1,825
|
)
|
||
Capitalized technology
|
|
(15,427
|
)
|
|
(11,339
|
)
|
||
Property and equipment
|
|
(73,189
|
)
|
|
(34,986
|
)
|
||
Goodwill
|
|
(133
|
)
|
|
(110
|
)
|
||
Convertible debt
|
|
(66,166
|
)
|
|
(12,580
|
)
|
||
Other
|
|
—
|
|
|
(12
|
)
|
||
Total deferred tax liabilities
|
|
(157,945
|
)
|
|
(60,852
|
)
|
||
Net deferred tax assets (liabilities)
|
|
—
|
|
|
1,215
|
|
||
Non-current net deferred tax assets (liabilities)
|
|
$
|
—
|
|
|
$
|
1,215
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
|
$
|
(504,080
|
)
|
|
$
|
(244,614
|
)
|
|
$
|
(194,375
|
)
|
Weighted average common shares used for basic and diluted net loss per share computation
|
|
89,472
|
|
|
86,983
|
|
|
84,977
|
|
|||
Net loss per common share:
|
|
|
|
|
|
|
|
|
|
|||
Basic and Diluted
|
|
$
|
(5.63
|
)
|
|
$
|
(2.81
|
)
|
|
$
|
(2.29
|
)
|
•
|
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.
|
(1)
|
Financial Statements:
|
(2)
|
Financial Statement Schedules:
|
(3)
|
Exhibits:
|
|
WAYFAIR INC.
|
|
|
|
By:
|
/s/ NIRAJ SHAH
|
|
|
|
Niraj Shah
|
|
|
|
Chief Executive Officer and President
|
|
|
Date: February 25, 2019
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ NIRAJ SHAH
|
|
Chief Executive Officer and President, Co-Founder and Director (Principal Executive Officer)
|
|
February 25, 2019
|
Niraj Shah
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL FLEISHER
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 25, 2019
|
Michael Fleisher
|
|
|
|
|
|
|
|
|
|
/s/ STEVEN CONINE
|
|
Co-Founder and Director
|
|
February 25, 2019
|
Steven Conine
|
|
|
|
|
|
|
|
|
|
/s/ JULIE BRADLEY
|
|
Director
|
|
February 25, 2019
|
Julie Bradley
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT GAMGORT
|
|
Director
|
|
February 25, 2019
|
Robert Gamgort
|
|
|
|
|
|
|
|
|
|
/s/ MICHAEL KUMIN
|
|
Director
|
|
February 25, 2019
|
Michael Kumin
|
|
|
|
|
|
|
|
|
|
/s/ ANDREA JUNG
|
|
Director
|
|
February 25, 2019
|
Andrea Jung
|
|
|
|
|
|
|
|
|
|
/s/ JAMES MILLER
|
|
Director
|
|
February 25, 2019
|
James Miller
|
|
|
|
|
|
|
|
|
|
/s/ JEFFREY NAYLOR
|
|
Director
|
|
February 25, 2019
|
Jeffrey Naylor
|
|
|
|
|
|
|
|
|
|
/s/ ROMERO RODRIGUES
|
|
Director
|
|
February 25, 2019
|
Romero Rodrigues
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
Number
|
|
3.1
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
10/8/2014
|
|
3.1
|
|
3.2
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
10/8/2014
|
|
3.2
|
|
4.1
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
9/19/2014
|
|
4.1
|
|
4.2
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
4.1
|
|
4.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
4.1
|
|
4.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.1+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
8/15/2014
|
|
10.1
|
|
10.2+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
8/15/2014
|
|
10.2
|
|
10.3+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
9/19/2014
|
|
10.3
|
|
10.4+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
9/19/2014
|
|
10.4
|
|
10.5+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
9/19/2014
|
|
10.5
|
|
10.6+
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.7+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
9/19/2014
|
|
10.6
|
|
10.8+
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
1/8/2018
|
|
10.1
|
|
10.9
|
|
|
|
|
|
10-K
|
|
001-36666
|
|
2/29/2016
|
|
10.9
|
|
10.10
|
|
|
|
|
|
10-Q
|
|
001-36666
|
|
11/8/2016
|
|
10.2
|
|
10.11
|
|
|
|
|
|
10-Q
|
|
001-36666
|
|
11/8/2016
|
|
10.3
|
10.12
|
|
|
|
|
|
10-Q
|
|
001-36666
|
|
5/9/2017
|
|
10.2
|
|
10.13
|
|
|
|
|
|
10-Q
|
|
001-36666
|
|
11/2/2017
|
|
10.9
|
|
|
|
|
|
|
Incorporated by Reference
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
Number
|
|
10.14
|
|
|
|
|
|
10-K
|
|
001-36666
|
|
2/26/2018
|
|
10.14
|
|
10.15
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.16+
|
|
|
Wayfair International Assignment Agreement dated April 1, 2015 between the Company and John Mulliken
|
|
|
|
10-Q
|
|
001-36666
|
|
5/14/2015
|
|
10.1
|
10.17+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
8/15/2014
|
|
10.11
|
|
10.18+
|
|
|
|
|
|
S-1
|
|
333-198171
|
|
8/15/2014
|
|
10.12
|
|
10.19
|
|
|
|
|
|
10-K
|
|
001-36666
|
|
2/29/2016
|
|
10.13
|
|
10.20
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
8/4/2016
|
|
10.1
|
|
10.21
|
|
|
|
|
|
10-K
|
|
001-36666
|
|
2/28/2017
|
|
10.18
|
|
10.22
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/12/2017
|
|
10.1
|
|
10.23
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
4/13/2018
|
|
10.1
|
|
10.24
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
10.25
|
|
|
|
X
|
|
|
|
|
|
|
|
|
10.26
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
2/22/2019
|
|
10.1
|
|
10.27
|
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.2
|
10.28
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.3
|
|
10.29
|
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.4
|
10.30
|
|
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.5
|
|
|
|
|
|
|
Incorporated by Reference
|
||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit
Number
|
10.31
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.6
|
|
10.32
|
|
|
|
|
8-K
|
|
001-36666
|
|
9/15/2017
|
|
10.7
|
|
10.33
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.2
|
|
10.34
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.3
|
|
10.35
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.4
|
|
10.36
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.5
|
|
10.37
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.6
|
|
10.38
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.7
|
|
10.39
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.8
|
|
10.40
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.9
|
|
10.41
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/19/2018
|
|
10.10
|
|
10.42
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/29/2018
|
|
10.1
|
|
10.43
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/29/2018
|
|
10.2
|
10.44
|
|
|
|
|
8-K
|
|
001-36666
|
|
11/29/2018
|
|
10.3
|
|
21.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
23.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1#
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.2#
|
|
|
X
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
X
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase 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
|
|
|
|
|
|
|
|
|
i.
|
Three Hundred Fifty and 00/100 Dollars ($350.00) per space, per month, from November 1, 2018 through November 30, 2018 for both the Copley Garage (as defined in the first paragraph of this Article 37) and the Dartmouth Street Garage (as defined in the first paragraph of this Article 37);
|
ii.
|
Three Hundred Seventy-Five and 00/100 Dollars ($375.00) per space, per month, from December 1, 2018 through December 31, 2019 for the Copley Garage;
|
iii.
|
Three Hundred Sixty and 00/100 Dollars ($360.00) per space, per month, from December 1, 2018 through December 31, 2019 for the Dartmouth Street Garage;
|
iv.
|
Four Hundred and 00/100 Dollars ($400.00) per space, per month, from January 1, 2020 through December 31, 2020 for the Copley Garage; and
|
v.
|
Three Hundred Eighty-Five and 00/100 Dollars ($385.00) per space, per month, from January 1, 2020 through December 31, 2020 for the Dartmouth Street Garage.
|
(a)
|
This Ninth Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.
|
(b)
|
Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect.
|
(c)
|
In the case of any inconsistency between the provisions of the Lease and this Ninth Amendment, the provisions of this Ninth Amendment shall govern and control.
|
(d)
|
Submission of this Ninth Amendment by Landlord is not an offer to enter into this Ninth Amendment, but rather is a solicitation for such an offer by Tenant. Neither party shall be bound by this Ninth Amendment until such party has executed and delivered the same to the other party.
|
By:
|
SPG COPLEY ASSOCIATES, LLC, a Delaware limited liability company,
managing member |
CITIBANK, N.A.
,
as Lender
By: /s/ Ronald W. Homa
Name: Ronald W. Homa
Title: Senior Vice President, As Authorized
|
SILICON VALLEY BANK
,
as Lender and L/C Issuer
By: /s/ Sandra M. Serie
Name: Sandra M. Serie
Title: Vice President
|
CITIBANK, N.A.
,
as Lender
By: /s/ Ronald W. Homa
Name: Ronald W. Homa
Title: Senior Vice President, As Authorized
|
SILICON VALLEY BANK
,
as Lender and L/C Issuer
By: /s/ Sandra M. Serie
Name: Sandra M. Serie
Title: Vice President
|
Participant:
|
[Your name]
|
Grant Date:
|
[As stated in your account]
|
Vesting Commencement Date:
|
[As stated in your account]
|
Number of RSUs:
|
[As stated in your account]
|
Type of Shares Issuable:
|
Common Stock Class A
|
Vesting Schedule:
|
[As stated in your account]
|
Vesting Acceleration:
|
In the event Participant incurs an involuntary Termination of Service upon or within twelve (12) months following a Change in Control for any reason other than Cause (excluding a resignation by Participant or a termination as a result of Participant’s death or disability), Participant will immediately vest in that number of RSUs equal to fifty percent (50%) of the RSUs that are unvested immediately prior to such Termination of Service.
|
Subsidiary
|
|
Location
|
Wayfair LLC
|
|
U.S.
|
Wayfair Securities Corporation
|
|
U.S.
|
SK Retail, Inc.
|
|
U.S.
|
CastleGate Logistics Inc.
|
|
U.S.
|
CastleGate Logistics Hong Kong Limited
|
|
Hong Kong
|
CastleGate Logistics Canada Inc.
|
|
Canada
|
Wayfair Maine LLC
|
|
U.S.
|
Wayfair Transportation LLC
|
|
U.S.
|
Wayfair Stores Limited
|
|
Republic of Ireland
|
Wayfair (UK) Limited
|
|
United Kingdom
|
Wayfair GmbH
|
|
Germany
|
Wayfair (BVI) Ltd.
|
|
British Virgin Islands
|
1.
|
I have reviewed this Annual Report on Form 10-K of Wayfair Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
February 25, 2019
|
|
/s/ NIRAJ SHAH
|
|
|
(Date)
|
|
Niraj Shah
Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Wayfair Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
February 25, 2019
|
|
/s/ MICHAEL FLEISHER
|
|
|
(Date)
|
|
Michael Fleisher
Chief Financial Officer
|
|
1)
|
the Report which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: February 25, 2019
|
|
/s/ NIRAJ SHAH
|
|
|
|
|
Niraj Shah
Chief Executive Officer
|
|
1)
|
the Report which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
Date: February 25, 2019
|
|
/s/ MICHAEL FLEISHER
|
|
|
|
|
Michael Fleisher
Chief Financial Officer
|
|