|
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Delaware
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36-4791999
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(State or other jurisdiction of
incorporation or organization)
|
|
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(I.R.S. Employer
Identification Number)
|
|
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|
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4 Copley Place
|
Boston
|
MA
|
02116
|
(Address of principal executive offices)
|
|
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(Zip Code)
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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
|
☐
|
|
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Class
|
|
Outstanding at October 23, 2019
|
Class A Common Stock, $0.001 par value per share
|
|
65,758,215
|
Class B Common Stock, $0.001 par value per share
|
|
27,372,385
|
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Page
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•
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economic factors, such as interest rates, the housing market, currency exchange fluctuations and changes in customer spending;
|
•
|
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.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Assets
|
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
1,295,385
|
|
|
$
|
849,461
|
|
Short-term investments
|
|
6,049
|
|
|
114,278
|
|
||
Accounts receivable, net of allowance of $17,849 and $9,312 at September 30, 2019 and December 31, 2018, respectively
|
|
75,677
|
|
|
50,603
|
|
||
Inventories
|
|
68,622
|
|
|
46,164
|
|
||
Prepaid expenses and other current assets
|
|
224,968
|
|
|
195,430
|
|
||
Total current assets
|
|
1,670,701
|
|
|
1,255,936
|
|
||
Operating lease right-of-use assets
|
|
756,716
|
|
|
—
|
|
||
Property and equipment, net
|
|
547,056
|
|
|
606,977
|
|
||
Goodwill and intangible assets, net
|
|
19,211
|
|
|
2,585
|
|
||
Long-term investments
|
|
—
|
|
|
6,526
|
|
||
Other noncurrent assets
|
|
13,951
|
|
|
18,826
|
|
||
Total assets
|
|
$
|
3,007,635
|
|
|
$
|
1,890,850
|
|
Liabilities and Stockholders' Equity
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
814,439
|
|
|
$
|
650,174
|
|
Accrued expenses
|
|
267,351
|
|
|
212,997
|
|
||
Unearned revenue
|
|
151,367
|
|
|
148,057
|
|
||
Other current liabilities
|
|
200,502
|
|
|
127,995
|
|
||
Total current liabilities
|
|
1,433,659
|
|
|
1,139,223
|
|
||
Lease financing obligation, net of current portion
|
|
—
|
|
|
183,056
|
|
||
Operating lease liabilities
|
|
813,861
|
|
|
—
|
|
||
Long-term debt
|
|
1,435,927
|
|
|
738,904
|
|
||
Other liabilities
|
|
6,617
|
|
|
160,388
|
|
||
Total liabilities
|
|
3,690,064
|
|
|
2,221,571
|
|
||
Commitments and contingencies (Note 7)
|
|
|
|
|
|
|
||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at September 30, 2019 and December 31, 2018
|
|
—
|
|
|
—
|
|
||
Stockholders’ deficit:
|
|
|
|
|
|
|||
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 65,502,165 and 62,329,701 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
|
|
66
|
|
|
63
|
|
||
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 27,372,273 and 28,417,882 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively
|
|
27
|
|
|
28
|
|
||
Additional paid-in capital
|
|
1,054,135
|
|
|
753,657
|
|
||
Accumulated deficit
|
|
(1,735,201
|
)
|
|
(1,082,689
|
)
|
||
Accumulated other comprehensive (loss)
|
|
(1,456
|
)
|
|
(1,780
|
)
|
||
Total stockholders’ deficit
|
|
(682,429
|
)
|
|
(330,721
|
)
|
||
Total liabilities and stockholders’ deficit
|
|
$
|
3,007,635
|
|
|
$
|
1,890,850
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenue
|
|
$
|
2,305,487
|
|
|
$
|
1,705,645
|
|
|
$
|
6,593,567
|
|
|
$
|
4,765,170
|
|
Cost of goods sold
|
|
1,765,566
|
|
|
1,312,875
|
|
|
5,023,590
|
|
|
3,663,569
|
|
||||
Gross profit
|
|
539,921
|
|
|
392,770
|
|
|
1,569,977
|
|
|
1,101,601
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Customer service and merchant fees
|
|
91,255
|
|
|
66,664
|
|
|
256,230
|
|
|
182,340
|
|
||||
Advertising
|
|
281,846
|
|
|
202,587
|
|
|
784,981
|
|
|
541,815
|
|
||||
Selling, operations, technology, general and administrative
|
|
426,529
|
|
|
268,785
|
|
|
1,153,286
|
|
|
721,120
|
|
||||
Total operating expenses
|
|
799,630
|
|
|
538,036
|
|
|
2,194,497
|
|
|
1,445,275
|
|
||||
Loss from operations
|
|
(259,709
|
)
|
|
(145,266
|
)
|
|
(624,520
|
)
|
|
(343,674
|
)
|
||||
Interest expense, net
|
|
(14,432
|
)
|
|
(7,066
|
)
|
|
(33,922
|
)
|
|
(18,269
|
)
|
||||
Other income, net
|
|
2,182
|
|
|
1,054
|
|
|
5,582
|
|
|
2,661
|
|
||||
Loss before income taxes
|
|
(271,959
|
)
|
|
(151,278
|
)
|
|
(652,860
|
)
|
|
(359,282
|
)
|
||||
Provision for income taxes
|
|
76
|
|
|
448
|
|
|
1,502
|
|
|
953
|
|
||||
Net loss
|
|
$
|
(272,035
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(2.94
|
)
|
|
$
|
(1.69
|
)
|
|
$
|
(7.13
|
)
|
|
$
|
(4.04
|
)
|
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted
|
|
92,540
|
|
|
89,792
|
|
|
91,820
|
|
|
89,144
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
|
$
|
(272,035
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(75
|
)
|
|
(243
|
)
|
|
129
|
|
|
249
|
|
||||
Net unrealized (loss) gain on available-for-sale investments
|
|
(5
|
)
|
|
85
|
|
|
195
|
|
|
47
|
|
||||
Comprehensive loss
|
|
$
|
(272,115
|
)
|
|
$
|
(151,884
|
)
|
|
$
|
(654,038
|
)
|
|
$
|
(359,939
|
)
|
|
|
Three Months Ended
|
|||||||||||||||||||||
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Loss |
|
Total
Stockholders'
Deficit
|
|||||||||||
Balance at June 30, 2018
|
|
89,477
|
|
|
$
|
89
|
|
|
$
|
593,460
|
|
|
$
|
(787,118
|
)
|
|
$
|
(1,909
|
)
|
|
$
|
(195,478
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(151,726
|
)
|
|
—
|
|
|
(151,726
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(158
|
)
|
|
(158
|
)
|
|||||
Exercise of options to purchase common stock
|
|
10
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
642
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(2
|
)
|
|
—
|
|
|
(462
|
)
|
|
—
|
|
|
—
|
|
|
(462
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
35,572
|
|
|
—
|
|
|
—
|
|
|
35,572
|
|
|||||
Balance at September 30, 2018
|
|
90,127
|
|
|
$
|
90
|
|
|
$
|
628,600
|
|
|
$
|
(938,844
|
)
|
|
$
|
(2,067
|
)
|
|
$
|
(312,221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2019
|
|
92,098
|
|
|
$
|
93
|
|
|
$
|
859,092
|
|
|
$
|
(1,463,166
|
)
|
|
$
|
(1,376
|
)
|
|
$
|
(605,357
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(272,035
|
)
|
|
—
|
|
|
(272,035
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
(80
|
)
|
|||||
Exercise of options to purchase common stock
|
|
3
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
781
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(8
|
)
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
65,553
|
|
|
—
|
|
|
—
|
|
|
65,553
|
|
|||||
Equity component of issuance of convertible notes and capped calls, net (Note 14)
|
|
—
|
|
|
—
|
|
|
130,566
|
|
|
—
|
|
|
—
|
|
|
130,566
|
|
|||||
Balance at September 30, 2019
|
|
92,874
|
|
|
$
|
93
|
|
|
$
|
1,054,135
|
|
|
$
|
(1,735,201
|
)
|
|
$
|
(1,456
|
)
|
|
$
|
(682,429
|
)
|
|
|
Nine Months Ended
|
|||||||||||||||||||||
|
|
Class A and Class B Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Additional
Paid-In
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Deficit
|
|||||||||||
Balance at December 31, 2017
|
|
88,209
|
|
|
$
|
88
|
|
|
$
|
537,212
|
|
|
$
|
(583,266
|
)
|
|
$
|
(2,363
|
)
|
|
$
|
(48,329
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360,235
|
)
|
|
—
|
|
|
(360,235
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
296
|
|
|
296
|
|
|||||
Exercise of options to purchase common stock
|
|
35
|
|
|
—
|
|
|
104
|
|
|
—
|
|
|
—
|
|
|
104
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
1,893
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(10
|
)
|
|
—
|
|
|
(1,097
|
)
|
|
—
|
|
|
—
|
|
|
(1,097
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
92,381
|
|
|
—
|
|
|
—
|
|
|
92,381
|
|
|||||
Adoption of ASU No. 2014-09
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,657
|
|
|
—
|
|
|
4,657
|
|
|||||
Balance at September 30, 2018
|
|
90,127
|
|
|
$
|
90
|
|
|
$
|
628,600
|
|
|
$
|
(938,844
|
)
|
|
$
|
(2,067
|
)
|
|
$
|
(312,221
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 31, 2018
|
|
90,748
|
|
|
$
|
91
|
|
|
$
|
753,657
|
|
|
$
|
(1,082,689
|
)
|
|
$
|
(1,780
|
)
|
|
$
|
(330,721
|
)
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(654,362
|
)
|
|
—
|
|
|
(654,362
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
324
|
|
|
324
|
|
|||||
Exercise of options to purchase common stock
|
|
28
|
|
|
—
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Issuance of common stock upon vesting of RSUs
|
|
2,109
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Shares withheld related to net settlement of RSUs
|
|
(11
|
)
|
|
—
|
|
|
(1,510
|
)
|
|
—
|
|
|
—
|
|
|
(1,510
|
)
|
|||||
Equity compensation expense
|
|
—
|
|
|
—
|
|
|
171,332
|
|
|
—
|
|
|
—
|
|
|
171,332
|
|
|||||
Equity component of issuance of convertible notes and capped calls, net (Note 14)
|
|
—
|
|
|
—
|
|
|
130,566
|
|
|
—
|
|
|
—
|
|
|
130,566
|
|
|||||
Adoption of ASU No. 2016-02
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,850
|
|
|
—
|
|
|
1,850
|
|
|||||
Balance at September 30, 2019
|
|
92,874
|
|
|
$
|
93
|
|
|
$
|
1,054,135
|
|
|
$
|
(1,735,201
|
)
|
|
$
|
(1,456
|
)
|
|
$
|
(682,429
|
)
|
|
|
Nine months ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash flows from operating activities
|
|
|
|
|
|
|
||
Net loss
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities
|
|
|
|
|
||||
Depreciation and amortization
|
|
134,172
|
|
|
87,426
|
|
||
Equity-based compensation
|
|
162,014
|
|
|
88,148
|
|
||
Amortization of discount and issuance costs on convertible notes
|
|
40,737
|
|
|
13,699
|
|
||
Other non-cash adjustments
|
|
(1,659
|
)
|
|
177
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
||||
Accounts receivable
|
|
(25,309
|
)
|
|
(3,157
|
)
|
||
Inventories
|
|
(22,716
|
)
|
|
(7,757
|
)
|
||
Prepaid expenses and other current assets
|
|
(29,648
|
)
|
|
(37,376
|
)
|
||
Accounts payable and accrued expenses
|
|
215,786
|
|
|
187,733
|
|
||
Unearned revenue and other liabilities
|
|
22,382
|
|
|
80,509
|
|
||
Other assets
|
|
(1,920
|
)
|
|
(6,836
|
)
|
||
Net cash (used in) provided by operating activities
|
|
(160,523
|
)
|
|
42,331
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities
|
|
|
|
|
|
|||
Sale and maturities of short-term investments
|
|
115,468
|
|
|
45,955
|
|
||
Purchase of property and equipment
|
|
(183,968
|
)
|
|
(110,504
|
)
|
||
Site and software development costs
|
|
(94,697
|
)
|
|
(45,769
|
)
|
||
Other investing activities
|
|
(15,977
|
)
|
|
(399
|
)
|
||
Net cash used in investing activities
|
|
(179,174
|
)
|
|
(110,717
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities
|
|
|
|
|
|
|||
Proceeds from issuance of convertible notes, net of issuance costs
|
|
935,146
|
|
|
—
|
|
||
Premiums paid for capped call confirmations
|
|
(145,728
|
)
|
|
—
|
|
||
Taxes paid related to net share settlement of equity awards
|
|
(1,510
|
)
|
|
(1,097
|
)
|
||
Deferred financing costs
|
|
(791
|
)
|
|
—
|
|
||
Net proceeds from exercise of stock options
|
|
90
|
|
|
104
|
|
||
Net cash provided by (used in) financing activities
|
|
787,207
|
|
|
(993
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
(1,586
|
)
|
|
(945
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
445,924
|
|
|
(70,324
|
)
|
||
|
|
|
|
|
||||
Cash and cash equivalents
|
|
|
|
|
|
|
||
Beginning of period
|
|
849,461
|
|
|
558,960
|
|
||
End of period
|
|
$
|
1,295,385
|
|
|
$
|
488,636
|
|
|
|
|
|
|
||||
Supplemental cash flow information
|
|
|
|
|
|
|
||
Cash paid for interest on long-term debt
|
|
$
|
4,528
|
|
|
$
|
1,554
|
|
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities
|
|
$
|
34,028
|
|
|
$
|
10,520
|
|
Construction costs capitalized under finance lease obligation and other leases
|
|
$
|
—
|
|
|
$
|
64,408
|
|
|
|
December 31, 2018
|
|
ASU 2016-02 Adjustments
|
|
January 1, 2019
|
||||||
Balance sheet line item
|
|
|
|
|
|
|
||||||
Property and equipment, net
|
|
$
|
606,977
|
|
|
$
|
(227,709
|
)
|
|
$
|
379,268
|
|
Operating lease right-of-use assets
|
|
$
|
—
|
|
|
$
|
524,082
|
|
|
$
|
524,082
|
|
Other noncurrent assets
|
|
$
|
18,826
|
|
|
$
|
(6,814
|
)
|
|
$
|
12,012
|
|
Other liabilities
|
|
$
|
160,388
|
|
|
$
|
(155,996
|
)
|
|
$
|
4,392
|
|
Other current liabilities
|
|
$
|
127,995
|
|
|
$
|
(9,624
|
)
|
|
$
|
118,371
|
|
Lease financing obligation, net of current portion
|
|
$
|
183,056
|
|
|
$
|
(183,056
|
)
|
|
$
|
—
|
|
Operating lease liabilities
|
|
$
|
—
|
|
|
$
|
636,385
|
|
|
$
|
636,385
|
|
Accumulated deficit
|
|
$
|
(1,082,689
|
)
|
|
$
|
1,850
|
|
|
$
|
(1,080,839
|
)
|
|
|
September 30, 2019
|
||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||
Short-term:
|
|
|
|
|
|
|
|
|
|
|||
Investment securities
|
|
$
|
6,055
|
|
|
$
|
(6
|
)
|
|
$
|
6,049
|
|
Total
|
|
$
|
6,055
|
|
|
$
|
(6
|
)
|
|
$
|
6,049
|
|
|
|
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
|
|
▪
|
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
|
|
|
September 30, 2019
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds and other funds
|
|
$
|
1,214,845
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,214,845
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|||||||
Investment securities
|
|
—
|
|
|
6,049
|
|
|
—
|
|
|
6,049
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,076
|
|
|
—
|
|
|
—
|
|
|
5,076
|
|
||||
Total
|
|
$
|
1,219,921
|
|
|
$
|
6,049
|
|
|
$
|
—
|
|
|
$
|
1,225,970
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds
|
|
$
|
715,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
715,086
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
114,278
|
|
|
—
|
|
|
114,278
|
|
||||
Other non-current assets:
|
|
|
|
|
|
|
|
|
||||||||
Certificate of deposit
|
|
5,000
|
|
|
—
|
|
|
—
|
|
|
5,000
|
|
||||
Long-term:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Investment securities
|
|
—
|
|
|
6,526
|
|
|
—
|
|
|
6,526
|
|
||||
Total
|
|
$
|
720,086
|
|
|
$
|
120,804
|
|
|
$
|
—
|
|
|
$
|
840,890
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
Furniture and computer equipment
|
|
$
|
459,896
|
|
|
$
|
339,761
|
|
Site and software development costs
|
|
263,555
|
|
|
172,653
|
|
||
Leasehold improvements
|
|
189,622
|
|
|
109,929
|
|
||
Construction in progress
|
|
36,023
|
|
|
90,104
|
|
||
Buildings (leased - Note 6)
|
|
—
|
|
|
184,694
|
|
||
|
|
949,096
|
|
|
897,141
|
|
||
Less accumulated depreciation and amortization
|
|
(402,040
|
)
|
|
(290,164
|
)
|
||
Property and equipment, net
|
|
$
|
547,056
|
|
|
$
|
606,977
|
|
|
|
Nine months ended September 30, 2019
|
||
Supplemental cash flows information
|
|
|
||
Cash payments included in operating cash flows from lease arrangements
|
|
$
|
77,687
|
|
Right-of-use assets obtained in exchange for lease obligations
|
|
$
|
281,006
|
|
|
|
|
||
|
|
September 30, 2019
|
||
Additional lease information
|
|
|
||
Weighted average remaining lease term
|
|
10 years
|
|
|
Weighted average discount rate
|
|
6.7
|
%
|
|
|
Amount
|
||
2019 (excluding the nine months ended September 30, 2019)
|
|
$
|
30,078
|
|
2020
|
|
138,735
|
|
|
2021
|
|
143,833
|
|
|
2022
|
|
137,419
|
|
|
2023
|
|
132,865
|
|
|
Thereafter
|
|
634,742
|
|
|
Total future minimum lease payments
|
|
1,217,672
|
|
|
Less: Imputed interest
|
|
(317,805
|
)
|
|
Total
|
|
$
|
899,867
|
|
|
|
September 30, 2019
|
||
Balance sheet line item
|
|
|
||
Other current liabilities
|
|
$
|
86,006
|
|
Operating lease liabilities
|
|
813,861
|
|
|
Total operating leases
|
|
$
|
899,867
|
|
|
|
Options
|
|
Weighted-Average Exercise Price
|
|
Weighted-Average Remaining Contractual Term (Years)
|
|||
Outstanding at December 31, 2018
|
|
79,802
|
|
|
$
|
3.05
|
|
|
2.5
|
Options exercised
|
|
(28,624
|
)
|
|
$
|
3.14
|
|
|
|
Outstanding and exercisable at September 30, 2019
|
|
51,178
|
|
|
$
|
3.00
|
|
|
1.7
|
|
|
Shares
|
|
Weighted-
Average Grant Date Fair Value
|
|||
Unvested at December 31, 2018
|
|
20,000
|
|
|
$
|
44.34
|
|
Unvested as of September 30, 2019
|
|
20,000
|
|
|
$
|
44.34
|
|
|
|
Shares
|
|
Weighted-
Average Grant
Date Fair Value
|
|||
Outstanding at December 31, 2018
|
|
7,970,959
|
|
|
$
|
72.43
|
|
RSUs granted
|
|
2,832,312
|
|
|
$
|
142.03
|
|
RSUs vested
|
|
(2,114,736
|
)
|
|
$
|
70.46
|
|
RSUs forfeited/canceled
|
|
(865,653
|
)
|
|
$
|
85.75
|
|
Outstanding as of September 30, 2019
|
|
7,822,882
|
|
|
$
|
96.69
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S. Direct Retail
|
|
$
|
1,960,847
|
|
|
$
|
1,460,056
|
|
|
$
|
5,593,923
|
|
|
$
|
4,043,270
|
|
U.S. Other
|
|
5,807
|
|
|
13,189
|
|
|
30,947
|
|
|
42,903
|
|
||||
U.S. segment net revenue
|
|
1,966,654
|
|
|
1,473,245
|
|
|
5,624,870
|
|
|
4,086,173
|
|
||||
International Direct Retail
|
|
338,833
|
|
|
232,400
|
|
|
968,697
|
|
|
678,997
|
|
||||
International segment net revenue
|
|
338,833
|
|
|
232,400
|
|
|
968,697
|
|
|
678,997
|
|
||||
Total net revenue
|
|
$
|
2,305,487
|
|
|
$
|
1,705,645
|
|
|
$
|
6,593,567
|
|
|
$
|
4,765,170
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
U.S.
|
|
$
|
(62,878
|
)
|
|
$
|
(26,036
|
)
|
|
$
|
(91,002
|
)
|
|
$
|
(26,774
|
)
|
International
|
|
(81,306
|
)
|
|
(50,369
|
)
|
|
(225,383
|
)
|
|
(134,400
|
)
|
||||
Total reportable segments Adjusted EBITDA
|
|
(144,184
|
)
|
|
(76,405
|
)
|
|
(316,385
|
)
|
|
(161,174
|
)
|
||||
Less: reconciling items (1)
|
|
(127,851
|
)
|
|
(75,321
|
)
|
|
(337,977
|
)
|
|
(199,061
|
)
|
||||
Net loss
|
|
$
|
(272,035
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Depreciation and amortization
|
|
$
|
50,250
|
|
|
$
|
32,544
|
|
|
$
|
134,172
|
|
|
$
|
87,426
|
|
Equity-based compensation and related taxes
|
|
65,275
|
|
|
36,317
|
|
|
173,963
|
|
|
95,074
|
|
||||
Interest expense, net
|
|
14,432
|
|
|
7,066
|
|
|
33,922
|
|
|
18,269
|
|
||||
Other (income), net
|
|
(2,182
|
)
|
|
(1,054
|
)
|
|
(5,582
|
)
|
|
(2,661
|
)
|
||||
Provision for income taxes
|
|
76
|
|
|
448
|
|
|
1,502
|
|
|
953
|
|
||||
Total reconciling items
|
|
$
|
127,851
|
|
|
$
|
75,321
|
|
|
$
|
337,977
|
|
|
$
|
199,061
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net revenue
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Direct Retail
|
|
$
|
2,299,680
|
|
|
$
|
1,692,456
|
|
|
$
|
6,562,620
|
|
|
$
|
4,722,267
|
|
Other
|
|
5,807
|
|
|
13,189
|
|
|
30,947
|
|
|
42,903
|
|
||||
Net revenue
|
|
$
|
2,305,487
|
|
|
$
|
1,705,645
|
|
|
$
|
6,593,567
|
|
|
$
|
4,765,170
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Assets by segment
|
|
|
|
|
|
|
||
U.S.
|
|
$
|
1,482,542
|
|
|
$
|
670,344
|
|
International
|
|
190,498
|
|
|
56,177
|
|
||
Total reportable segments assets
|
|
1,673,040
|
|
|
726,521
|
|
||
Plus: reconciling corporate assets
|
|
1,334,595
|
|
|
1,164,329
|
|
||
Total assets
|
|
$
|
3,007,635
|
|
|
$
|
1,890,850
|
|
•
|
A secured revolving credit facility under which the Borrower may borrow up to $165 million, subject to certain sublimits, with a final maturity date of February 21, 2022 (the “Revolver”).
|
•
|
The 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.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
|
2017 Notes
|
|
2018 Notes
|
||||||||||
Principal amounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal
|
|
$
|
431,250
|
|
|
$
|
575,000
|
|
|
$
|
948,750
|
|
|
$
|
431,250
|
|
|
$
|
575,000
|
|
Unamortized debt discount
|
|
(64,963
|
)
|
|
(168,012
|
)
|
|
(286,098
|
)
|
|
(79,911
|
)
|
|
(187,435
|
)
|
|||||
Net carrying amount
|
|
$
|
366,287
|
|
|
$
|
406,988
|
|
|
$
|
662,652
|
|
|
$
|
351,339
|
|
|
$
|
387,565
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
|
2017 Notes
|
||||||||
Contractual interest expense
|
|
$
|
404
|
|
|
$
|
1,617
|
|
|
$
|
1,031
|
|
|
$
|
404
|
|
Interest cost related to amortization of the debt discount
|
|
$
|
5,058
|
|
|
$
|
6,613
|
|
|
$
|
3,799
|
|
|
$
|
4,764
|
|
|
|
Nine Months Ended September 30,
|
||||||||||||||
|
|
2019
|
|
2018
|
||||||||||||
|
|
2017 Notes
|
|
2018 Notes
|
|
2019 Notes
|
|
2017 Notes
|
||||||||
Contractual interest expense
|
|
$
|
1,213
|
|
|
$
|
4,852
|
|
|
$
|
1,031
|
|
|
$
|
1,213
|
|
Interest cost related to amortization of the debt discount
|
|
$
|
14,948
|
|
|
$
|
19,423
|
|
|
$
|
3,799
|
|
|
$
|
14,077
|
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
|
$
|
(272,035
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Weighted average common shares used for basic and diluted net loss per share computation
|
|
92,540
|
|
|
89,792
|
|
|
91,820
|
|
|
89,144
|
|
||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic and Diluted
|
|
$
|
(2.94
|
)
|
|
$
|
(1.69
|
)
|
|
$
|
(7.13
|
)
|
|
$
|
(4.04
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
U.S. Direct Retail
|
|
$
|
1,960,847
|
|
|
$
|
1,460,056
|
|
|
$
|
5,593,923
|
|
|
$
|
4,043,270
|
|
U.S. Other
|
|
5,807
|
|
|
13,189
|
|
|
30,947
|
|
|
42,903
|
|
||||
U.S. segment net revenue
|
|
1,966,654
|
|
|
1,473,245
|
|
|
5,624,870
|
|
|
4,086,173
|
|
||||
International Direct Retail
|
|
338,833
|
|
|
232,400
|
|
|
968,697
|
|
|
678,997
|
|
||||
International segment net revenue
|
|
338,833
|
|
|
232,400
|
|
|
968,697
|
|
|
678,997
|
|
||||
Total net revenue
|
|
$
|
2,305,487
|
|
|
$
|
1,705,645
|
|
|
$
|
6,593,567
|
|
|
$
|
4,765,170
|
|
|
|
Three months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Consolidated Financial Metrics
|
|
|
|
|
|
|
|
|
|
||
Net Revenue
|
|
$
|
2,305,487
|
|
|
$
|
1,705,645
|
|
|
35.2
|
%
|
Adjusted EBITDA
|
|
$
|
(144,184
|
)
|
|
$
|
(76,405
|
)
|
|
|
|
Free cash flow
|
|
$
|
(180,900
|
)
|
|
$
|
(58,803
|
)
|
|
|
|
Direct Retail Financial and Operating Metrics
|
|
|
|
|
|
|
|
||||
Direct Retail Net Revenue
|
|
$
|
2,299,680
|
|
|
$
|
1,692,456
|
|
|
35.9
|
%
|
Active Customers
|
|
19,071
|
|
|
13,860
|
|
|
37.6
|
%
|
||
LTM Net Revenue per Active Customer
|
|
$
|
449
|
|
|
$
|
443
|
|
|
1.4
|
%
|
Orders Delivered
|
|
9,121
|
|
|
6,938
|
|
|
31.5
|
%
|
||
Average Order Value
|
|
$
|
252
|
|
|
$
|
244
|
|
|
3.3
|
%
|
|
|
Nine months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Consolidated Financial Metrics
|
|
|
|
|
|
|
|
|
|
||
Net Revenue
|
|
$
|
6,593,567
|
|
|
$
|
4,765,170
|
|
|
38.4
|
%
|
Adjusted EBITDA
|
|
$
|
(316,385
|
)
|
|
$
|
(161,174
|
)
|
|
|
|
Free cash flow
|
|
$
|
(439,188
|
)
|
|
$
|
(113,942
|
)
|
|
|
|
Direct Retail Financial and Operating Metrics
|
|
|
|
|
|
|
|
||||
Direct Retail Net Revenue
|
|
$
|
6,562,620
|
|
|
$
|
4,722,267
|
|
|
39.0
|
%
|
Active Customers
|
|
19,071
|
|
|
13,860
|
|
|
37.6
|
%
|
||
LTM Net Revenue per Active Customer
|
|
$
|
449
|
|
|
$
|
443
|
|
|
1.4
|
%
|
Orders Delivered
|
|
26,446
|
|
|
19,278
|
|
|
37.2
|
%
|
||
Average Order Value
|
|
$
|
248
|
|
|
$
|
245
|
|
|
1.2
|
%
|
▪
|
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
|
▪
|
Adjusted EBITDA does not reflect equity-based compensation and related taxes;
|
▪
|
Adjusted EBITDA does not reflect changes in our working capital;
|
▪
|
Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us;
|
▪
|
Adjusted EBITDA does not reflect depreciation and interest expenses associated with the lease financing obligation; and
|
▪
|
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Reconciliation of Adjusted EBITDA
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss
|
|
$
|
(272,035
|
)
|
|
$
|
(151,726
|
)
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Depreciation and amortization
|
|
50,250
|
|
|
32,544
|
|
|
134,172
|
|
|
87,426
|
|
||||
Equity-based compensation and related taxes
|
|
65,275
|
|
|
36,317
|
|
|
173,963
|
|
|
95,074
|
|
||||
Interest expense, net
|
|
14,432
|
|
|
7,066
|
|
|
33,922
|
|
|
18,269
|
|
||||
Other (income), net
|
|
(2,182
|
)
|
|
(1,054
|
)
|
|
(5,582
|
)
|
|
(2,661
|
)
|
||||
Provision for income taxes
|
|
76
|
|
|
448
|
|
|
1,502
|
|
|
953
|
|
||||
Adjusted EBITDA
|
|
$
|
(144,184
|
)
|
|
$
|
(76,405
|
)
|
|
$
|
(316,385
|
)
|
|
$
|
(161,174
|
)
|
|
|
Three months ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net cash (used in) provided by operating activities
|
|
$
|
(76,441
|
)
|
|
$
|
7,804
|
|
|
$
|
(160,523
|
)
|
|
$
|
42,331
|
|
Purchase of property and equipment
|
|
(68,628
|
)
|
|
(49,411
|
)
|
|
(183,968
|
)
|
|
(110,504
|
)
|
||||
Site and software development costs
|
|
(35,831
|
)
|
|
(17,196
|
)
|
|
(94,697
|
)
|
|
(45,769
|
)
|
||||
Free cash flow
|
|
$
|
(180,900
|
)
|
|
$
|
(58,803
|
)
|
|
$
|
(439,188
|
)
|
|
$
|
(113,942
|
)
|
|
|
Three months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Cost of goods sold
|
|
$
|
1,765,566
|
|
|
$
|
1,312,875
|
|
|
34.5
|
%
|
As a percentage of net revenue
|
|
76.6
|
%
|
|
77.0
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Customer service and merchant fees (1)
|
|
$
|
91,255
|
|
|
$
|
66,664
|
|
|
36.9
|
%
|
Advertising
|
|
281,846
|
|
|
202,587
|
|
|
39.1
|
%
|
||
Selling, operations, technology, general and administrative
|
|
426,529
|
|
|
268,785
|
|
|
58.7
|
%
|
||
|
|
$
|
799,630
|
|
|
$
|
538,036
|
|
|
48.6
|
%
|
As a percentage of net revenue:
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
4.0
|
%
|
|
3.9
|
%
|
|
|
|
||
Advertising
|
|
12.2
|
%
|
|
11.9
|
%
|
|
|
|
||
Selling operations, technology, general and administrative (1)
|
|
18.5
|
%
|
|
15.8
|
%
|
|
|
|
||
|
|
34.7
|
%
|
|
31.6
|
%
|
|
|
|
|
|
Three months ended September 30,
|
|
|
||||||
|
|
2019
|
|
2018
|
|
|
||||
Customer service and merchant fees
|
|
$
|
2,374
|
|
|
$
|
1,549
|
|
|
|
Selling operations, technology, general and administrative
|
|
$
|
61,451
|
|
|
$
|
34,041
|
|
|
|
|
|
Three months ended September 30,
|
|
|
||||
|
|
2019
|
|
2018
|
|
|
||
Customer service and merchant fees
|
|
3.9
|
%
|
|
3.8
|
%
|
|
|
Selling, operations, technology, general and administrative
|
|
15.8
|
%
|
|
13.8
|
%
|
|
|
|
|
Nine months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Cost of goods sold
|
|
$
|
5,023,590
|
|
|
$
|
3,663,569
|
|
|
37.1
|
%
|
As a percentage of net revenue
|
|
76.2
|
%
|
|
76.9
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
|||||||
|
|
2019
|
|
2018
|
|
% Change
|
|||||
Customer service and merchant fees (1)
|
|
$
|
256,230
|
|
|
$
|
182,340
|
|
|
40.5
|
%
|
Advertising
|
|
784,981
|
|
|
541,815
|
|
|
44.9
|
%
|
||
Selling, operations, technology, general and administrative (1)
|
|
1,153,286
|
|
|
721,120
|
|
|
59.9
|
%
|
||
Total operating expenses
|
|
$
|
2,194,497
|
|
|
$
|
1,445,275
|
|
|
51.8
|
%
|
As a percentage of net revenue
|
|
|
|
|
|
|
|
|
|
||
Customer service and merchant fees (1)
|
|
3.9
|
%
|
|
3.8
|
%
|
|
|
|
||
Advertising
|
|
11.9
|
%
|
|
11.4
|
%
|
|
|
|
||
Selling, operations, technology, general and administrative (1)
|
|
17.5
|
%
|
|
15.1
|
%
|
|
|
|
||
|
|
33.3
|
%
|
|
30.3
|
%
|
|
|
|
|
|
Nine months ended September 30,
|
|
|
||||||
|
|
2019
|
|
2018
|
|
|
||||
Customer service and merchant fees
|
|
$
|
6,619
|
|
|
$
|
3,652
|
|
|
|
Selling, operations, technology, general and administrative
|
|
$
|
163,585
|
|
|
$
|
89,493
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
|
|
(in thousands)
|
||||||
Cash and cash equivalents
|
|
$
|
1,295,385
|
|
|
$
|
849,461
|
|
Short-term investments
|
|
$
|
6,049
|
|
|
$
|
114,278
|
|
Accounts receivable, net
|
|
$
|
75,677
|
|
|
$
|
50,603
|
|
Long-term investments
|
|
$
|
—
|
|
|
$
|
6,526
|
|
Working capital
|
|
$
|
237,042
|
|
|
$
|
116,713
|
|
|
|
Nine months ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
(in thousands)
|
||||||
Net loss
|
|
$
|
(654,362
|
)
|
|
$
|
(360,235
|
)
|
Net cash (used in) provided by operating activities
|
|
$
|
(160,523
|
)
|
|
$
|
42,331
|
|
Net cash used in investing activities
|
|
$
|
(179,174
|
)
|
|
$
|
(110,717
|
)
|
Net cash provided by (used in) financing activities
|
|
$
|
787,207
|
|
|
$
|
(993
|
)
|
Exhibit
|
|
|
|
Incorporated by Reference
|
|||
Number
|
|
Exhibit Description
|
Filed Herewith
|
Form
|
File No.
|
Filing Date
|
Exhibit Number
|
4.1
|
|
|
8-K
|
001-36666
|
8/19/2019
|
4.1
|
|
|
|
|
|
|
|
|
|
4.2
|
|
|
8-K
|
001-36666
|
8/19/2019
|
4.2
|
|
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10.1
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8-K
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001-36666
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8/19/2019
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10.1
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10.2
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8-K
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001-36666
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8/19/2019
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10.2
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10.3
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8-K
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001-36666
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8/19/2019
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10.3
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10.4
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8-K
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001-36666
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8/19/2019
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10.4
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10.5
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8-K
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001-36666
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8/19/2019
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10.5
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10.6
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8-K
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001-36666
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8/19/2019
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10.6
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10.7
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8-K
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001-36666
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8/19/2019
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10.7
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10.8
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X
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31.1
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X
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31.2
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X
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32.1#
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X
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32.2#
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X
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101.INS
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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
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101.SCH
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XBRL Taxonomy Extension Schema Document
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X
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101.CAL
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XBRL Taxonomy Calculation Linkbase Document
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X
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101.DEF
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XBRL Taxonomy Definition Linkbase Document
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X
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101.LAB
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XBRL Taxonomy Labels Linkbase Document
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X
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101.PRE
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XBRL Taxonomy Presentation Linkbase Document
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X
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104
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Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*)
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X
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+
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Indicates a management contract or compensatory plan
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#
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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.
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|
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WAYFAIR INC.
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Date: October 31, 2019
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By:
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/s/ NIRAJ SHAH
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|
|
Niraj Shah
|
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|
Chief Executive Officer and President
|
|
|
(Principal Executive Officer)
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|
Date: October 31, 2019
|
By:
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/s/ MICHAEL FLEISHER
|
|
|
Michael Fleisher
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
(a)
|
Section 1.12 of the Lease is amended to read in its entirety:
|
1.12 Operating Expense
Base Year: |
As to the Premises other than the Fifth Expansion Spaces, the Calendar Year 2014.
As to the Fifth Expansion Spaces, the Calendar Year 2016.
As to Amendment 5 Expansion Spaces, Amendment 6 Expansion Spaces and Amendment 8 Expansion Spaces, the Calendar Year 2018.
As to the Amendment 10 Expansion Space, the Calendar Year 2021.
|
(b)
|
Section 1.14 of the Lease is amended to read in its entirety:
|
1.14 Tax Base Year:
|
As to the Premises other than the Fifth Expansion Spaces, the Calendar Year 2014.
As to the Fifth Expansion Spaces, the tax fiscal year July 1, 2016 to June 30, 2017.
As to Amendment 5 Expansion Spaces, the tax fiscal year July 1, 2017 to June 30, 2018.
As to Amendment 6 Expansion Spaces and Amendment 8 Expansion Spaces, the tax fiscal year July 1, 2018 to June 30, 2019.
As to the Amendment 10 Expansion Space, the tax fiscal year July 1, 2020 to June 30, 2021.
|
(c)
|
Section 1.16 of the Lease is amended to read in its entirety:
|
1.16 Tenant’s Proportionate
Tax Share: |
33.25 % for the Premises (computed on the basis of 95% occupancy) consisting of 278,534 rentable square feet, exclusive of the Fifth Expansion Spaces.
11.22% for the Fifth Expansion Spaces (computed on the basis of 95% occupancy).
19.52% for the Amendment 5 Expansion Spaces (computed on the basis of 95% occupancy).
13.22% for the Amendment 6 Expansion Spaces (computed on the basis of 95% occupancy).
8.13% for the Amendment 8 Expansion Spaces (computed on the basis of 95% occupancy).
2.59% for the Amendment 10 Expansion Space (computed on the basis of 95% occupancy).
|
(d)
|
Section 1.17 of the Lease is amended to read in its entirety:
|
1.17 Tenant’s Proportionate
Expense Share: |
33.25% for the Premises (computed on the basis of 95% occupancy) consisting of 278,534 rentable square feet, exclusive of the Fifth Expansion Spaces.
11.22% for the Fifth Expansion Spaces Premises (computed on the basis of 95% occupancy).
19.52% for the Amendment 5 Expansion Spaces (computed on the basis of 95% occupancy).
13.22% for the Amendment 6 Expansion Spaces (computed on the basis of 95% occupancy).
8.13% for the Amendment 8 Expansion Spaces (computed on the basis of 95% occupancy).
2.59% for the Amendment 10 Expansion Space (computed on the basis of 95% occupancy).
|
(a)
|
The Amendment 10 Expansion Space shall be delivered to Tenant as of December 1, 2020 in as-is, where-is condition, except that Landlord shall deliver the Amendment 10 Expansion Space broom-clean and free of all occupants, furniture, debris and other personal property. Subject to the foregoing, without limitation, Landlord shall have no responsibility for any condition or construction within the Amendment 10 Expansion Space or for any condition above the finished ceilings except with regard to utilities and conduits serving premises other than the Premises, except that the foregoing shall not relieve Landlord from its obligations to deliver the Premises with all base Building systems operational at the Premises and to repair and maintain the Building components described in Section 8.02 of the Original Lease (as the same may be amended from time to time) in accordance with and subject to said Section 8.02 of the Original Lease (as the same may be amended from time to time). Subject to the foregoing, the obligations of Landlord under Exhibit B-2 of the Original Lease shall not be applicable to the Amendment 10 Expansion Space nor shall Tenant have any right to any Allowance with respect to the Amendment 10 Expansion Space under Article 38 of the Original Lease. Tenant shall be responsible for the demolition of the Amendment 10 Expansion Space and for all construction therein and for installation of telecommunications, business equipment and furniture (all of which shall be subject to the terms and conditions of the Lease regarding Alterations as if the Amendment 10 Expansion Space was a part of the Premises) and all costs in connection therewith including without limitation, electricity used incident to such demolition and construction therein. Without limiting the generality of the foregoing, all work necessary to prepare the Amendment 10 Expansion Space for Tenant’s occupancy shall be performed at Tenant’s sole cost and expense, in accordance with the applicable provisions of this Lease. Furthermore, if any alterations or modifications to the Building are required under applicable Legal Requirements by reason of the density of Tenant’s usage if in excess of ordinary office-related use or the Alterations made by Tenant to the Amendment 10 Expansion Space which are not ordinary office leasehold improvements, the cost of such Building modifications (including, without limitation, to bathrooms) shall be paid by Tenant.
|
(b)
|
Solely for the purpose of determining Tenant’s obligations with respect to restoration of the Premises at the end of the Term, all Alterations made by Tenant to initially prepare the Amendment 10 Expansion Space shall be deemed “Initial Alterations”; accordingly, Tenant shall not be required to remove or restore any of such Alterations (or Alterations that were comparable replacements thereof) whether or not the same are Specialty Alterations. Tenant shall not be required to pay Landlord for the use of
|
(a)
|
This Tenth 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 Tenth Amendment, the provisions of this Tenth Amendment shall govern and control.
|
(d)
|
Submission of this Tenth Amendment by Landlord is not an offer to enter into this Tenth Amendment, but rather is a solicitation for such an offer by Tenant. Neither party shall be bound by this Tenth 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 |
TOWER
|
FLOOR
|
RENTABLE SQUARE FOOTAGE
|
ADD TO PREMISES DATE
|
Three
|
1
|
21,695
|
December 1, 2020
|
Period |
Annual Base Rent
Per Rentable Square Foot |
Annual
Base Rent |
Monthly
Installment of Annual Base Rent (proportionately for any partial month |
December 1, 2020 through May 31, 2021
|
$0.00
|
$0.00
|
$0.00
|
June 1, 2021 through May 31, 2022
|
$45.00
|
$976,275.00
|
$81,356.25
|
June 1, 2022 through May 31, 2023
|
$46.00
|
$997,970.00
|
$83,164.17
|
June 1, 2023 through May 31, 2024
|
$47.00
|
$1,019,665.00
|
$84,972.08
|
June 1, 2024 through May 31, 2025
|
$48.00
|
$1,041,360.00
|
$86,780.00
|
June 1, 2025 through May 31, 2026
|
$49.00
|
$1,063,055.00
|
$88,587.92
|
June 1, 2026 through May 31, 2027
|
$50.00
|
$1,084,750.00
|
$90,395.83
|
June 1, 2027 through December 31, 2027
|
$51.00
|
Partial Year
|
$92,203.75
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
Date: October 31, 2019
|
|
/s/ NIRAJ SHAH
|
|
|
Niraj Shah
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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.
|
Date: October 31, 2019
|
|
/s/ MICHAEL FLEISHER
|
|
|
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: October 31, 2019
|
|
/s/ NIRAJ SHAH
|
|
|
Niraj Shah
|
|
|
President and 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: October 31, 2019
|
|
/s/ MICHAEL FLEISHER
|
|
|
Michael Fleisher
|
|
|
Chief Financial Officer
|