QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
(Address of principal executive offices) | (Zip Code) |
Title of each class | Trading symbol(s) | Name of each exchange on which registered |
☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | |
Emerging growth company |
Class | Outstanding at April 28, 2020 | |
Class A Common Stock, $0.001 par value per share | ||
Class B Common Stock, $0.001 par value per share |
Page | ||
• | economic factors, such as interest rates, the housing market, currency exchange fluctuations and changes in customer spending; |
• | disruptions or inefficiencies in our supply chain or logistics network, including any impact of the COVID-19 outbreak on our suppliers and third party carriers and delivery agents; |
• | potential impacts of the COVID-19 outbreak on our business, financial condition, and results of operations; |
• | world events, natural disasters, public health emergencies (such as the COVID-19 outbreak), civil disturbances, and terrorist attacks; and |
• | developments in, and the outcome of, legal and regulatory proceedings and investigations to which we are a party or are subject, and the liabilities, obligations and expenses, if any, that we may incur in connection therewith. |
March 31, 2020 | December 31, 2019 | |||||||
(in thousands, except share and per share data) | ||||||||
Assets: | ||||||||
Current assets | ||||||||
Cash and cash equivalents | $ | $ | ||||||
Short-term investments | ||||||||
Accounts receivable, net of allowance for credit losses of $31,884 and $22,774 at March 31, 2020 and December 31, 2019, respectively | ||||||||
Inventories | ||||||||
Prepaid expenses and other current assets | ||||||||
Total current assets | ||||||||
Operating lease right-of-use assets | ||||||||
Property and equipment, net | ||||||||
Goodwill and intangible assets, net | ||||||||
Long-term investments | ||||||||
Other noncurrent assets | ||||||||
Total assets | $ | $ | ||||||
Liabilities and Stockholders' Deficit: | ||||||||
Current liabilities | ||||||||
Accounts payable | $ | $ | ||||||
Accrued expenses | ||||||||
Unearned revenue | ||||||||
Other current liabilities | ||||||||
Total current liabilities | ||||||||
Long-term debt | ||||||||
Operating lease liabilities | ||||||||
Other liabilities | ||||||||
Total liabilities | ||||||||
Commitments and contingencies (Note 8) | ||||||||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at March 31, 2020 and December 31, 2019 | ||||||||
Stockholders’ deficit: | ||||||||
Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 67,405,521 and 66,642,611 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | ||||||||
Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 26,957,041 and 26,957,815 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | ||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Accumulated other comprehensive income (loss) | ( | ) | ||||||
Total stockholders’ deficit | ( | ) | ( | ) | ||||
Total liabilities and stockholders’ deficit | $ | $ |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands, except per share data) | ||||||||
Net revenue | $ | $ | ||||||
Cost of goods sold | ||||||||
Gross profit | ||||||||
Operating expenses: | ||||||||
Customer service and merchant fees | ||||||||
Advertising | ||||||||
Selling, operations, technology, general and administrative | ||||||||
Total operating expenses | ||||||||
Loss from operations | ( | ) | ( | ) | ||||
Interest (expense), net | ( | ) | ( | ) | ||||
Other (expense) income, net | ( | ) | ||||||
Loss before income taxes | ( | ) | ( | ) | ||||
Provision for income taxes, net | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Net loss per share, basic and diluted | $ | ( | ) | $ | ( | ) | ||
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Other comprehensive loss: | ||||||||
Foreign currency translation adjustments | ||||||||
Net unrealized gain (loss) on available-for-sale investments | ( | ) | ||||||
Comprehensive loss | $ | ( | ) | $ | ( | ) |
Three Months Ended | |||||||||||||||||||||||
Class A and Class B Common Stock | |||||||||||||||||||||||
Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income | Total Stockholders' Deficit | ||||||||||||||||||
(in thousands) | |||||||||||||||||||||||
Balance at December 31, 2018 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
Net loss | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||
Exercise of options to purchase common stock | — | — | — | ||||||||||||||||||||
Issuance of common stock upon vesting of RSUs | — | — | — | ||||||||||||||||||||
Shares withheld related to net settlement of RSUs | ( | ) | — | ( | ) | — | — | ( | ) | ||||||||||||||
Equity-based compensation expense | — | — | — | — | |||||||||||||||||||
Adoption of ASU No. 2016-02 | — | — | — | — | |||||||||||||||||||
Balance at March 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
Balance at December 31, 2019 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||
Net loss | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Other comprehensive income | — | — | — | — | |||||||||||||||||||
Exercise of options to purchase common stock | — | — | — | ||||||||||||||||||||
Issuance of common stock upon vesting of RSUs | — | — | — | — | |||||||||||||||||||
Equity-based compensation expense | — | — | — | — | |||||||||||||||||||
Adoption of ASU No. 2016-13 | — | — | — | ( | ) | — | ( | ) | |||||||||||||||
Balance at March 31, 2020 | $ | $ | $ | ( | ) | $ | $ | ( | ) |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Cash flows from operating activities: | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities | ||||||||
Depreciation and amortization | ||||||||
Equity-based compensation | ||||||||
Amortization of discount and issuance costs on convertible notes | ||||||||
Other non-cash adjustments | ( | ) | ( | ) | ||||
Changes in operating assets and liabilities: | ||||||||
Accounts receivable, net | ( | ) | ( | ) | ||||
Inventories | ||||||||
Prepaid expenses and other current assets | ( | ) | ||||||
Accounts payable and accrued expenses | ( | ) | ||||||
Unearned revenue and other liabilities | ( | ) | ||||||
Other assets | ( | ) | ||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
Cash flows from investing activities: | ||||||||
Sale and maturities of short- and long-term investments | ||||||||
Purchase of property and equipment | ( | ) | ( | ) | ||||
Site and software development costs | ( | ) | ( | ) | ||||
Other investing activities, net | ( | ) | ||||||
Net cash provided by (used in) investing activities | ( | ) | ||||||
Cash flows from financing activities: | ||||||||
Proceeds from borrowings | ||||||||
Taxes paid related to net share settlement of equity awards | ( | ) | ||||||
Deferred financing costs | ( | ) | ||||||
Net proceeds from exercise of stock options | ||||||||
Net cash provided by (used in) financing activities | ( | ) | ||||||
Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
Net increase (decrease) in cash and cash equivalents | ( | ) | ||||||
Cash and cash equivalents: | ||||||||
Beginning of period | ||||||||
End of period | $ | $ | ||||||
Supplemental cash flow information: | ||||||||
Cash paid for interest on long-term debt | $ | $ | ||||||
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities | $ | $ |
March 31, 2020 | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Short-term: | ||||||||||||||||
Investment securities | $ | $ | $ | ( | ) | $ | ||||||||||
Total | $ | $ | $ | ( | ) | $ |
December 31, 2019 | ||||||||||||||||
Amortized Cost | Gross Unrealized Gains | Gross Unrealized Losses | Estimated Fair Value | |||||||||||||
(in thousands) | ||||||||||||||||
Short-term: | ||||||||||||||||
Investment securities | $ | $ | $ | ( | ) | $ | ||||||||||
Long-term: | ||||||||||||||||
Investment securities | ( | ) | ||||||||||||||
Total | $ | $ | $ | ( | ) | $ |
▪ | Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities |
▪ | Level 2—Unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full-term of the asset or liability |
▪ | Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the asset or liability |
March 31, 2020 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | $ | $ | $ | ||||||||||||
Cash equivalents | $ | $ | $ | $ | ||||||||||||
Total cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Short-term investments: | ||||||||||||||||
Investment securities | ||||||||||||||||
Other non-current assets: | ||||||||||||||||
Certificate of deposit | ||||||||||||||||
Total | $ | $ | $ | $ |
December 31, 2019 | ||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | |||||||||||||
(in thousands) | ||||||||||||||||
Cash and cash equivalents: | ||||||||||||||||
Cash | $ | $ | $ | $ | ||||||||||||
Cash equivalents | $ | $ | $ | $ | ||||||||||||
Total cash and cash equivalents | $ | $ | $ | $ | ||||||||||||
Short-term investments: | ||||||||||||||||
Investment securities | ||||||||||||||||
Other non-current assets: | ||||||||||||||||
Certificate of deposit | ||||||||||||||||
Long-term investments: | ||||||||||||||||
Investment securities | ||||||||||||||||
Total | $ | $ | $ | $ |
March 31, 2020 | December 31, 2019 | |||||||
(in thousands) | ||||||||
Furniture and computer equipment | $ | $ | ||||||
Site and software development costs | ||||||||
Leasehold improvements | ||||||||
Construction in progress | ||||||||
Less accumulated depreciation and amortization | ( | ) | ( | ) | ||||
Property and equipment, net | $ | $ |
Three months ended March 31, 2020 | Three months ended March 31, 2019 | |||||||
(in thousands) | ||||||||
Cash payments included in operating cash flows from lease arrangements | $ | $ | ||||||
Right-of-use assets obtained in exchange for lease obligations | $ | $ |
March 31, 2020 | December 31, 2019 | |||||
(in thousands) | ||||||
Additional lease information | ||||||
Weighted average remaining lease term | ||||||
Weighted average discount rate | % | % |
Amount | ||||
(in thousands) | ||||
2020 (excluding the three months ended March 31, 2020) | $ | |||
2021 | ||||
2022 | ||||
2023 | ||||
2024 | ||||
Thereafter | ||||
Total future minimum lease payments | ||||
Less: Imputed interest | ( | ) | ||
Total | $ |
March 31, 2020 | December 31, 2019 | |||||||
(in thousands) | ||||||||
Balance sheet line item | ||||||||
Other current liabilities | $ | $ | ||||||
Operating lease liabilities | ||||||||
Total operating leases | $ | $ |
Shares | Weighted-Average Exercise Price | Weighted-Average Remaining Contractual Term (Years) | |||||||
Outstanding at December 31, 2019 | $ | ||||||||
Options exercised | ( | ) | $ | ||||||
Outstanding and exercisable at March 31, 2020 | $ |
Shares | Weighted- Average Grant Date Fair Value | ||||||
Outstanding at December 31, 2019 | $ | ||||||
RSUs granted | $ | ||||||
RSUs vested | ( | ) | $ | ||||
RSUs forfeited/canceled | ( | ) | $ | ||||
Outstanding as of March 31, 2020 | $ |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
U.S. net revenue | $ | $ | ||||||
International net revenue | ||||||||
Total net revenue | $ | $ |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Adjusted EBITDA: | ||||||||
U.S. | $ | ( | ) | $ | ( | ) | ||
International | ( | ) | ( | ) | ||||
Total reportable segments Adjusted EBITDA | ( | ) | ( | ) | ||||
Less: reconciling items (1) | ( | ) | ( | ) | ||||
Net loss | $ | ( | ) | $ | ( | ) |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Depreciation and amortization | $ | $ | ||||||
Equity-based compensation and related taxes | ||||||||
Interest expense, net | ||||||||
Other expense (income), net | ( | ) | ||||||
Provision for income taxes, net | ||||||||
Other (1) | ||||||||
Total reconciling items | $ | $ |
• | A secured revolving credit facility under which the Borrower may borrow up to $ |
• | The Borrower also has the right, subject to certain customary conditions, to increase the Revolver by $ |
• | The Revolver has the following sublimits: |
◦ | a $ |
◦ | a $ |
March 31, 2020 | December 31, 2019 | |||||||||||||||||||||||
2017 Notes | 2018 Notes | 2019 Notes | 2017 Notes | 2018 Notes | 2019 Notes | |||||||||||||||||||
(in thousands) | ||||||||||||||||||||||||
Principal amounts: | ||||||||||||||||||||||||
Principal | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Unamortized debt discount | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
Net carrying amount | $ | $ | $ | $ | $ | $ |
Three Months Ended March 31, | ||||||||||||||||||||
2020 | 2019 | |||||||||||||||||||
2017 Notes | 2018 Notes | 2019 Notes | 2017 Notes | 2018 Notes | ||||||||||||||||
(in thousands) | ||||||||||||||||||||
Contractual interest expense | $ | $ | $ | $ | $ | |||||||||||||||
Interest cost related to amortization of the debt discount | $ | $ | $ | $ | $ | |||||||||||||||
Total interest expense | $ | $ | $ | $ | $ |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands, except per share data) | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Weighted average common shares used for basic and diluted net loss per share computation | ||||||||
Net loss per common share: | ||||||||
Basic and Diluted | $ | ( | ) | $ | ( | ) |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
U.S. net revenue | $ | 1,974,983 | $ | 1,657,698 | ||||
International net revenue | 355,080 | 287,131 | ||||||
Total net revenue | $ | 2,330,063 | $ | 1,944,829 |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands, except LTM Net Revenue per Active Customer and Average Order Value) | ||||||||
Direct Retail Financial and Operating Metrics: | ||||||||
Direct Retail Net Revenue (1) | $ | 2,322,582 | $ | 1,931,181 | ||||
Active Customers | 21,108 | 16,408 | ||||||
LTM Net Revenue per Active Customer | $ | 449 | $ | 442 | ||||
Orders Delivered | 9,876 | 8,163 | ||||||
Average Order Value | $ | 235 | $ | 237 | ||||
Non-GAAP Financial Measures: | ||||||||
Adjusted EBITDA | $ | (127,277 | ) | $ | (102,218 | ) | ||
Free Cash Flow | $ | (354,623 | ) | $ | (166,817 | ) |
▪ | Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements; |
▪ | Adjusted EBITDA does not reflect equity-based compensation and related taxes; |
▪ | Adjusted EBITDA does not reflect changes in our working capital; |
▪ | Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us; |
▪ | Adjusted EBITDA does not reflect interest expenses associated with our borrowings; |
▪ | Adjusted EBITDA does not include other items not indicative of our ongoing operating performance, and |
▪ | Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Reconciliation of Adjusted EBITDA | ||||||||
Net loss | $ | (285,865 | ) | $ | (200,389 | ) | ||
Depreciation and amortization | 66,843 | 39,583 | ||||||
Equity-based compensation and related taxes | 63,992 | 51,833 | ||||||
Interest expense, net | 22,218 | 9,238 | ||||||
Other expense (income), net | 246 | (3,078 | ) | |||||
Provision for income taxes, net | 1,333 | 595 | ||||||
Other (1) | 3,956 | — | ||||||
Adjusted EBITDA | $ | (127,277 | ) | $ | (102,218 | ) |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Net cash used in operating activities | $ | (256,290 | ) | $ | (81,348 | ) | ||
Purchase of property and equipment | (59,964 | ) | (60,626 | ) | ||||
Site and software development costs | (38,369 | ) | (24,843 | ) | ||||
Free Cash Flow | $ | (354,623 | ) | $ | (166,817 | ) |
Three months ended March 31, | |||||||||||
2020 | 2019 | % Change | |||||||||
(in thousands) | |||||||||||
U.S. net revenue | $ | 1,974,983 | $ | 1,657,698 | 19.1 | % | |||||
International net revenue | 355,080 | 287,131 | 23.7 | % | |||||||
Net revenue | $ | 2,330,063 | $ | 1,944,829 | 19.8 | % |
Three months ended March 31, | |||||||||||
2020 | 2019 | % Change | |||||||||
(in thousands) | |||||||||||
Cost of goods sold | $ | 1,750,940 | $ | 1,474,373 | 18.8 | % |
Three months ended March 31, | |||||||||||
2020 | 2019 | % Change | |||||||||
(in thousands) | |||||||||||
Customer service and merchant fees (1) | $ | 89,463 | $ | 76,473 | 17.0 | % | |||||
Advertising | 275,760 | 243,969 | 13.0 | % | |||||||
Selling, operations, technology, general and administrative (1) | 475,968 | 343,648 | 38.5 | % | |||||||
Total operating expenses | $ | 841,191 | $ | 664,090 | 26.7 | % | |||||
As a percentage of net revenue: | |||||||||||
Customer service and merchant fees (1) | 3.8 | % | 3.9 | % | |||||||
Advertising | 11.8 | % | 12.5 | % | |||||||
Selling, operations, technology, general and administrative (1) | 20.4 | % | 17.7 | % | |||||||
36.0 | % | 34.1 | % |
Three months ended March 31, | ||||||||||
2020 | 2019 | |||||||||
(in thousands) | ||||||||||
Customer service and merchant fees | $ | 2,118 | $ | 1,976 | ||||||
Selling, operations, technology, general and administrative | $ | 60,146 | $ | 48,865 |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
Customer service and merchant fees | 3.7 | % | 3.8 | % | ||||
Selling, operations, technology, general and administrative | 17.8 | % | 15.2 | % |
Three months ended March 31, | |||||||||||
2020 | 2019 | % Change | |||||||||
(in thousands) | |||||||||||
Interest (expense), net | $ | (22,218 | ) | $ | (9,238 | ) | 140.5 | % |
March 31, 2020 | December 31, 2019 | |||||||
(in thousands) | ||||||||
Cash and cash equivalents | $ | 624,481 | $ | 582,753 | ||||
Short-term investments | $ | 266,497 | $ | 404,252 | ||||
Accounts receivable, net | $ | 110,259 | $ | 99,720 | ||||
Long-term investments | $ | — | $ | 155,690 | ||||
Working capital | $ | (215,716 | ) | $ | (234,381 | ) |
Three months ended March 31, | ||||||||
2020 | 2019 | |||||||
(in thousands) | ||||||||
Net loss | $ | (285,865 | ) | $ | (200,389 | ) | ||
Net cash used in operating activities | $ | (256,290 | ) | $ | (81,348 | ) | ||
Net cash provided by (used in) investing activities | $ | 196,353 | $ | (44,695 | ) | |||
Net cash provided by (used in) financing activities | $ | 100,125 | $ | (889 | ) |
Exhibit | Incorporated by Reference | ||||||
Number | Exhibit Description | Filed Herewith | Form | File No. | Filing Date | Exhibit Number | |
10.1 | X | ||||||
31.1 | X | ||||||
31.2 | X | ||||||
32.1# | X | ||||||
32.2# | X | ||||||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||||
101.SCH | XBRL Taxonomy Extension Schema Document | X | |||||
101.CAL | XBRL Taxonomy Calculation Linkbase Document | X | |||||
101.DEF | XBRL Taxonomy Definition Linkbase Document | X | |||||
101.LAB | XBRL Taxonomy Labels Linkbase Document | X | |||||
101.PRE | XBRL Taxonomy Presentation Linkbase Document | X | |||||
104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) | X |
+ | Indicates a management contract or compensatory plan | |
# | This certification is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. |
WAYFAIR INC. | ||
Date: May 5, 2020 | By: | /s/ NIRAJ SHAH |
Niraj Shah | ||
Chief Executive Officer and President | ||
(Principal Executive Officer) | ||
Date: May 5, 2020 | By: | /s/ MICHAEL FLEISHER |
Michael Fleisher | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
(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. As to the Amendment 11 Expansion Space, the Calendar Year 2026. |
(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. As to the Amendment 11 Expansion Space, the tax fiscal year July 1, 2026 to June 30, 2027. |
(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). 2.88% for the Amendment 11 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). 2.88% for the Amendment 11 Expansion Space (computed on the basis of 95% occupancy). |
(a) | The Amendment 11 Expansion Space shall be delivered to Tenant as of January 1, 2026, in as-is, where-is condition with no work of any sort to be performed by Landlord in connection with Tenant’s initial occupancy of the Amendment 11 Expansion Space. Landlord shall have no responsibility for any condition or |
(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 existing in the Amendment 11 Expansion Space on the Add to Premises Date set forth in Exhibit A hereto and/or made by Tenant after such date to prepare the Amendment 11 Expansion Space for Tenant’s occupancy 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 elevators and hoists during the making of initial Alterations to the Amendment 11 Expansion Space. |
(a) | This Eleventh 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 Eleventh Amendment, the provisions of this Eleventh Amendment shall govern and control. |
(d) | Submission of this Eleventh Amendment by Landlord is not an offer to enter into this Eleventh Amendment, but rather is a solicitation for such an offer by Tenant. Neither party shall be bound by this Eleventh Amendment until such party has executed and delivered the same to the other party. |
By: | SPG COPLEY ASSOCIATES, LLC, |
Title: | ___General Counsel_______________, and not individually hereunto duly authorized |
TOWER | FLOOR | RENTABLE SQUARE FOOTAGE | ADD TO PREMISES DATE |
One | 5 | 24,147 | January 1, 2026 |
Period | Annual Base Rent Per Rentable Square Foot | Annual Base Rent | Monthly Installment of Annual Base Rent (proportionately for any partial month) |
January 1, 2026 through May 31, 2026 | $49.00 | $493,001.25 (Partial Year – 5 months) | $98,600.25 |
June 1, 2026 through May 31, 2027 | $50.00 | $1,207,350.00 | $100,612.50 |
June 1, 2027 through December 31, 2027 | $51.00 | $718,373.25 (Partial Year – 7 months) | $102,624.75 |
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: May 5, 2020 | /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: May 5, 2020 | /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: May 5, 2020 | /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: May 5, 2020 | /s/ MICHAEL FLEISHER | |
Michael Fleisher | ||
Chief Financial Officer |
Segment and Geographic Information - Activity Related to Net Revenue and Adjusted EBITDA (Details) - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2020 |
Mar. 31, 2019 |
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Segment Reporting Information [Line Items] | ||
Total net revenue | $ 2,330,063 | $ 1,944,829 |
Adjusted EBITDA | (127,277) | (102,218) |
Less: reconciling items | (158,588) | (98,171) |
Net loss | (285,865) | (200,389) |
Depreciation and amortization | 66,843 | 39,583 |
Equity-based compensation and related taxes | 63,992 | 51,833 |
Interest expense, net | 22,218 | 9,238 |
Other expense (income), net | 246 | (3,078) |
Provision for income taxes, net | 1,333 | 595 |
Other | 3,956 | 0 |
Less: reconciling items | 158,588 | 98,171 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 1,974,983 | 1,657,698 |
Adjusted EBITDA | (45,095) | (27,782) |
International | ||
Segment Reporting Information [Line Items] | ||
Total net revenue | 355,080 | 287,131 |
Adjusted EBITDA | $ (82,182) | $ (74,436) |
Net Loss per Share - Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands |
3 Months Ended | |
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Mar. 31, 2020 |
Mar. 31, 2019 |
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Earnings Per Share [Abstract] | ||
Net loss | $ (285,865) | $ (200,389) |
Weighted average common shares used for basic and diluted net loss per share computation (in shares) | 94,089 | 91,104 |
Net loss per common share: | ||
Basic and Diluted (in usd per share) | $ (3.04) | $ (2.20) |
Summary of Significant Accounting Policies |
3 Months Ended |
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Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited Consolidated and Condensed Financial Statements contained in this Quarterly Report on Form 10-Q are those of the Company and have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. The Consolidated and Condensed Balance Sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The unaudited accompanying Consolidated and Condensed Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results of the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2020 or future periods. Principles of Consolidation The accompanying unaudited Consolidated and Condensed Financial Statements of Wayfair Inc. include its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated. Use of Estimates The preparation of the Consolidated and Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates. Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of March 31, 2020, but prior to the filing of the financial statements with the SEC, to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of these financial statements. Refer to Note 17, Subsequent Events, for additional detail. Credit Impairment The Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") on January 1, 2020 using the modified retrospective transition method. This ASU revises how entities account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. As of January 1, 2020, the adoption of ASU 2016-13 resulted in a $5.5 million cumulative adjustment to accumulated deficit on our Consolidated and Condensed Balance Sheet. Refer to Note 4, Credit Losses, for additional detail. The Company believes that other than the implementation of ASU 2016-13, there have been no significant changes during the three months ended March 31, 2020 to the items disclosed in Note 2, Summary of Significant Accounting Policies, included in Part II, Item 8, Financial Statements and Supplementary Data, of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.
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CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2020 |
Mar. 31, 2019 |
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Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (285,865) | $ (200,389) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 1,291 | 844 |
Net unrealized gain (loss) on available-for-sale investments | 778 | (48) |
Comprehensive loss | $ (283,796) | $ (199,593) |
Unearned Revenue |
3 Months Ended |
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Mar. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Unearned Revenue | 10. Unearned Revenue The Company has three types of contractual liabilities: (i) cash collections from its customers prior to delivery of products purchased, which are initially recorded in unearned revenue, and are recognized as net revenue when the products are delivered, (ii) unredeemed gift cards and site and store credits, which are initially recorded in unearned revenue, and are recognized in the period they are redeemed, and (iii) membership rewards redeemable for future purchases, which are earned by customers on purchases made with the Company's Wayfair branded, private label credit card, and are initially recorded in other current liabilities, and are recognized as net revenue when redeemed. The portion of gift cards and site and store credits not expected to be redeemed ("breakage") are recognized as net revenue based on historical redemption patterns, which is substantially within twenty-four months from the date of issuance, to the extent there is no requirement for remitting balances to governmental agencies. Contractual liabilities included in unearned revenue and other current liabilities in the Consolidated and Condensed Balance Sheet were $164.1 million and $4.3 million at March 31, 2020 and $167.6 million and $4.6 million at December 31, 2019, respectively. During the three months ended March 31, 2020, the Company recognized $128.4 million and $1.4 million of net revenue that was included in unearned revenue and other current liabilities, respectively, at December 31, 2019. Net revenue from contracts with customers is disaggregated by geographic region because this manner of disaggregation best depicts how the nature, amount, timing, and uncertainty of net revenue and cash flows are affected by economic factors. Refer to Note 11, Segment and Geographic Information, for additional detail.
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Property and Equipment, net |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Property, Plant and Equipment [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Property and Equipment, net | 6. Property and Equipment, net The following table summarizes property and equipment, net as of March 31, 2020 and December 31, 2019:
Property and equipment depreciation and amortization expense was $66.4 million and $39.4 million for the three months ended March 31, 2020 and 2019, respectively.
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Credit Losses (Details) - USD ($) $ in Thousands |
3 Months Ended | |
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Mar. 31, 2020 |
Dec. 31, 2019 |
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Credit Loss [Abstract] | ||
Revenue recognized, percent collected | 99.00% | |
Accounts receivable, net of allowance for credit losses | $ 110,259 | $ 99,720 |
Accounts receivable allowance | $ 31,884 | $ 22,774 |
Segment and Geographic Information (Tables) |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Activity Related to Net Revenue, Adjusted EBITDA by Segment | The following tables present net revenues and Adjusted EBITDA attributable to the Company's reportable segments for the periods presented:
(1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss:
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Summary of Significant Accounting Policies - Adoption of ASU 2016-13 (Details) - USD ($) $ in Thousands |
Mar. 31, 2020 |
Jan. 01, 2020 |
Dec. 31, 2019 |
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New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 2,356,811 | $ 2,065,423 | |
ASU 2016-13 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Accumulated deficit | $ 5,500 |
Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
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Mar. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited Consolidated and Condensed Financial Statements contained in this Quarterly Report on Form 10-Q are those of the Company and have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Commission ("SEC") regarding interim financial reporting. Certain information and note disclosures normally included in the audited financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2019. The Consolidated and Condensed Balance Sheet as of December 31, 2019 included herein was derived from the audited financial statements as of that date, but does not include all disclosures including notes required by GAAP. The unaudited accompanying Consolidated and Condensed Financial Statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting of normal recurring adjustments, that are necessary to present fairly the results of the interim periods presented. Interim results are not necessarily indicative of the results for the full year ended December 31, 2020 or future periods.
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Principles of Consolidation | Principles of Consolidation The accompanying unaudited Consolidated and Condensed Financial Statements of Wayfair Inc. include its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
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Use of Estimates | Use of Estimates The preparation of the Consolidated and Condensed Financial Statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, at the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Subsequent Events | Subsequent Events The Company considers events or transactions that have occurred after the balance sheet date of March 31, 2020, but prior to the filing of the financial statements with the SEC, to provide additional evidence relative to certain estimates or to identify matters that require additional recognition or disclosure. Subsequent events have been evaluated through the filing of these financial statements. Refer to Note 17, Subsequent Events, for additional detail.
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New Accounting Pronouncement - Credit Impairment | Credit Impairment The Company adopted ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments ("ASU 2016-13") on January 1, 2020 using the modified retrospective transition method. This ASU revises how entities account for credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. As of January 1, 2020, the adoption of ASU 2016-13 resulted in a $5.5 million cumulative adjustment to accumulated deficit on our Consolidated and Condensed Balance Sheet. Refer to Note 4, Credit Losses, for additional detail.
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Credit Losses | Accounts receivable are stated net of credit losses, which are recorded based on historical losses as well as management's expectation of future collections. Uncollectible amounts are written off against the allowance after all collection efforts have been exhausted. The Company's exposure to credit loss is minimized through fraud assessments performed prior to customer checkout and the Company's policy of monitoring the creditworthiness of its customers to which it grants credit terms in the normal course of business. |
Credit Agreement |
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Credit Agreement | 14. Credit Agreement On February 21, 2019 (the "Closing Date"), the Company, as guarantor, and Wayfair LLC, a wholly-owned subsidiary of the Company, as borrower (the “Borrower”) entered into an Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Citibank, in its capacity as administrative agent, swing line lender and letter of credit issuer, and certain other lenders party thereto. The Amended Credit Agreement replaced the Company's existing credit facility with Citibank. The Amended Credit Agreement consists of:
The Borrower’s obligations under the Amended Credit Agreement are guaranteed by the Company and certain of its subsidiaries (together, the “Guarantors”). The obligations of the Borrower and the Guarantors are secured by first-priority liens on substantially all of the assets of the Borrower and the Guarantors, including, with certain exceptions, all of the capital stock of the Company’s domestic subsidiaries and 65% of the capital stock of the Company’s first-tier foreign subsidiaries. The proceeds of the Revolver may be used to finance working capital, to refinance certain existing indebtedness and to provide funds for permitted acquisitions, repurchases of equity interests and other general corporate purposes. Borrowings under the Revolver will bear interest through maturity at a variable rate based upon, at the Borrower’s option, either the Eurodollar rate or the base rate (which is the highest of (x) Citibank’s prime rate, (y) one-half of 1.00% in excess of the federal funds effective rate, and (z) 1.00% in excess of the one-month Eurodollar rate), plus, in each case an applicable margin. As of the Closing Date, the applicable margin for Eurodollar rate loans was 1.75% per annum and the applicable margin for base rate loans was 0.75% per annum. The applicable margin is subject to specified changes depending on the Liquidity (as defined in the Amended Credit Agreement) of the Company. Any amounts outstanding under the Revolver are due at maturity. In addition, subject to the terms and conditions set forth in the Amended Credit Agreement, the Borrower is required to make certain mandatory prepayments prior to maturity. The Amended Credit Agreement contains affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants that, among other things, will limit or restrict the ability of the Borrower and the Guarantors, subject to negotiated exceptions, to incur additional indebtedness and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions, voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their businesses. The Amended Credit Agreement also contains customary events of default, subject to thresholds and grace periods, including, among others, payment default, covenant default, cross default to other material indebtedness, and judgment default. In addition, the Amended Credit Agreement requires the Company to maintain certain levels of Free Cash Flow (as defined in the Amended Credit Agreement). In the three months ended March 31, 2020, the Company borrowed $100 million under the Revolver. This amount was outstanding as of March 31, 2020 and is included in long-term debt on the Consolidated and Condensed Balance Sheet. The Company did not borrow any amounts under its credit agreement during the year ended December 31, 2019.15. Convertible Debt On September 15, 2017, the Company issued $431.25 million aggregate principal amount of 0.375% Convertible Senior Notes due 2022 (the "2017 Notes"), which includes the exercise in full of a $56.25 million over-allotment option, to certain financial institutions as the initial purchasers of the 2017 Notes (the "2017 Initial Purchasers"). On September 11, 2017, in connection with the pricing of the 2017 Notes, the Company entered into privately negotiated capped call transactions (the "2017 Base Capped Call Transactions") with two of the 2017 Initial Purchasers and certain other financial institutions (the "2017 Option Counterparties") and, in connection with the exercise in full of the over-allotment option by the 2017 Initial Purchasers, on September 14, 2017, entered into additional capped call transactions (such additional capped call transactions, the "2017 Additional Capped Call Transactions” and, together with the 2017 Base Capped Call Transactions, the "2017 Capped Call Transactions") with the 2017 Option Counterparties. Collectively, the 2017 Capped Call Transactions covered, initially, the number of shares of the Company’s Class A common stock underlying the 2017 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2017 Notes. On November 15, 2018, the Company amended and restated the 2017 Capped Call Transactions (the "Restated 2017 Capped Call Transactions") with each of the 2017 Option Counterparties in order to, among other things, provide that the options underlying the Restated 2017 Capped Call Transactions can, at the Company’s option, remain outstanding until September 1, 2022, which is the maturity date for the 2017 Notes, even if all or a portion of the 2017 Notes are converted, repurchased or redeemed prior to such date. In November 2018, the Company issued $575.0 million aggregate principal amount of 1.125% Convertible Senior Notes due 2024 (the "2018 Notes"), which includes the exercise in full of a $75.0 million option granted to the initial purchasers, to certain financial institutions as the initial purchasers of the 2018 Notes (the "2018 Initial Purchasers"). The issuance of $500.0 million of 2018 Notes closed on November 19, 2018 and the additional $75.0 million of additional 2018 Notes, which were issued pursuant to the exercise of the 2018 Initial Purchasers' option to purchase such additional 2018 Notes, closed on November 29, 2018. On November 14, 2018, in connection with the pricing of the 2018 Notes, the Company entered into privately negotiated capped call transactions (the "2018 Base Capped Call Transactions") with one of the 2018 Initial Purchasers and certain other financial institutions (the "2018 Option Counterparties") and, in connection with the exercise in full of the 2018 Initial Purchasers' option to purchase such additional 2018 Notes, on November 27, 2018, entered into additional capped call transactions (such additional capped call transactions, the "2018 Additional Capped Call Transactions" and, together with the 2018 Base Capped Call Transactions, the "2018 Capped Call Transactions") with the 2018 Option Counterparties. Collectively, the 2018 Capped Call Transactions cover, initially, the number of shares of the Company’s Class A common stock underlying the 2018 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2018 Notes. On August 19, 2019, the Company issued $948.75 million aggregate principal amount of 1.00% Convertible Senior Notes due 2026 (the "2019 Notes" and together with the 2017 Notes and 2018 Notes, the "Notes"), which includes the exercise in full of a $123.75 million option granted to the initial purchasers, to certain financial institutions as the initial purchasers of the 2019 Notes (the "2019 Initial Purchasers"). On August 14, 2019, in connection with the pricing of the 2019 Notes, the Company entered into privately negotiated capped call transactions (the "2019 Base Capped Call Transactions") with certain of the 2019 Initial Purchasers or their affiliates and another financial institution (the "2019 Option Counterparties") and, in connection with the exercise in full of the 2019 Initial Purchasers' option to purchase such additional 2019 Notes, on August 16, 2019, entered into additional capped call transactions (such additional capped call transactions, the "2019 Additional Capped Call Transactions" and, together with the 2019 Base Capped Call Transactions, the "2019 Capped Call Transactions") with the 2019 Option Counterparties. Collectively, the 2019 Capped Call Transactions cover, initially, the number of shares of the Company’s Class A common stock underlying the 2019 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2019 Notes. The net proceeds from the sale of the 2017 Notes, 2018 Notes, and 2019 Notes were approximately $420.4 million, $562.0 million, and $935.1 million, respectively, after deducting the initial purchasers’ discounts and the offering expenses payable by the Company. The Company used approximately $44.2 million, $93.4 million and $145.7 million, respectively, of the net proceeds from the 2017 Notes, 2018 Notes, and 2019 Notes to pay the cost of the 2017 Capped Call Transactions, the 2018 Capped Call Transactions, and the 2019 Capped Call Transactions, respectively. The Company intends to use the remainder of the net proceeds from the Notes for working capital and general corporate purposes. The Company may also use a portion of the net proceeds to finance acquisitions, strategic transactions, investments or the repayment, purchase or exchange of indebtedness (including its existing convertible notes). The Notes are general unsecured obligations of the Company. The Notes rank senior in right of payment to any of the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes; rank equal in right of payment to the Company’s existing and future unsecured indebtedness that is not so subordinated; are effectively subordinated in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and are structurally subordinated to all existing and future indebtedness and liabilities of the Company’s subsidiaries, including Wayfair LLC's guaranty of our 2.50% Accreting Convertible Senior Notes due 2025. In accounting for the issuance of the Notes, the Company separated the Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, representing the conversion option, which does not meet the criteria for separate accounting as a derivative as it is indexed to the Company's own stock, was determined by deducting the fair value of the liability component from the par value of the Notes. The difference between the principal amount of the Notes and the liability component represents the debt discount, which is recorded as a direct deduction from the related debt liability in the Consolidated and Condensed Balance Sheet and amortized to interest expense using the effective interest method over the term of the Notes. The effective interest rate of the 2017 Notes, 2018 Notes, and 2019 Notes is 6.0%, 8.1%, and 6.4%, respectively. The equity component of the 2017 Notes, 2018 Notes, and 2019 Notes of approximately $95.8 million, $181.5 million, and $280.3 million, respectively, is included in additional paid-in capital in the Consolidated and Condensed Balance Sheet and is not remeasured as long as it continues to meet the conditions for equity classification. The Company allocated transaction costs related to the Notes using the same proportions as the proceeds from the Notes. Transaction costs attributable to the liability component were recorded as a direct deduction from the related debt liability in the Consolidated and Condensed Balance Sheet and amortized to interest expense over the term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in shareholders’ deficit. The following table presents the outstanding principal amount and carrying value of the Notes as of the date presented:
The following tables present total interest expense recognized related to the Notes:
The estimated fair value of the 2017 Notes, the 2018 Notes, and the 2019 Notes was $332.5 million, $401.8 million, and $538.4 million, respectively, as of March 31, 2020. The estimated fair value of the Notes was determined through consideration of quoted market prices. The fair value is classified as Level 2, as defined in Note 3, Investments and Fair Value Measurements. The if-converted value of the 2017 Notes, 2018 Notes and 2019 Notes, respectively, did not exceed the respective principal value as of March 31, 2020. 2017 Notes The 2017 Notes were issued pursuant to an indenture, dated September 15, 2017 (the "2017 Indenture"), between the Company and U.S. Bank National Association, as trustee. The Company pays interest on the 2017 Notes semiannually in arrears at a rate of 0.375% per annum on March 1 and September 1 of each year. The 2017 Notes are convertible based upon an initial conversion rate of 9.61 shares of the Company’s Class A common stock per $1,000 principal amount of 2017 Notes (equivalent to a conversion price of approximately $104.06 per share of the Company’s Class A common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s Class A common stock, but will not be adjusted for accrued and unpaid interest. The Company will settle any conversions of the 2017 Notes in cash, shares of the Company’s Class A common stock or a combination thereof, with the form of consideration determined at the Company’s election. The 2017 Notes will mature on September 1, 2022, unless earlier purchased, redeemed or converted. Prior to June 1, 2022, holders may convert all or a portion of their 2017 Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the 5 business day period after any 10 consecutive trading day period (the "2017 Notes measurement period") in which the trading price per $1,000 principal amount of 2017 Notes for each trading day of the 2017 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) with respect to any 2017 Notes called for redemption by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after June 1, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2017 Notes at any time, regardless of the foregoing circumstances. Holders of 2017 Notes who convert their 2017 Notes in connection with a notice of a redemption or a make-whole fundamental change (each as defined in the 2017 Indenture) may be entitled to a premium in the form of an increase in the conversion rate of the 2017 Notes. The 2017 Notes are not convertible during the second quarter of 2020 and none of the 2017 Notes have been converted to date. The Company may not redeem the 2017 Notes prior to September 8, 2020. On or after September 8, 2020, the Company may redeem for cash all or part of the 2017 Notes if the last reported sale price of the Company’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be 100% of the principal amount of the 2017 Notes to be redeemed, plus accrued and unpaid interest, if any. Upon the occurrence of a fundamental change (as defined in the 2017 Indenture), holders may require the Company to repurchase all or a portion of their 2017 Notes for cash at a price equal to 100% of the principal amount of the 2017 Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. The 2017 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2017 Notes then outstanding may declare the entire principal amount of all the 2017 Notes plus accrued interest, if any, to be immediately due and payable. 2018 Notes The 2018 Notes were issued pursuant to an indenture, dated November 19, 2018 (the "2018 Indenture"), between the Company and U.S. Bank National Association, as trustee. The Company will pay interest on the 2018 Notes semiannually in arrears at a rate of 1.125% per annum on May 1 and November 1 of each year commencing on May 1, 2019. The 2018 Notes are convertible based upon an initial conversion rate of 8.5910 shares of the Company’s Class A common stock per $1,000 principal amount of 2018 Notes (equivalent to a conversion price of approximately $116.40 per share of the Company’s Class A common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s Class A common stock, but will not be adjusted for accrued and unpaid interest. The Company will settle any conversions of the 2018 Notes in cash, shares of the Company’s Class A common stock or a combination thereof, with the form of consideration determined at the Company’s election. The 2018 Notes will mature on November 1, 2024, unless earlier purchased, redeemed or converted. Prior to August 1, 2024, holders may convert all or a portion of their 2018 Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the "2018 Notes measurement period") in which the trading price per $1,000 principal amount of 2018 Notes for each trading day of the 2018 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) with respect to any 2018 Notes called for redemption by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after August 1, 2024 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2018 Notes at any time, regardless of the foregoing circumstances. Holders of 2018 Notes who convert their 2018 Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the 2018 Indenture) may be entitled to a premium in the form of an increase in the conversion rate of the 2018 Notes. The 2018 Notes are not convertible during the second quarter of 2020 and none of the 2018 Notes have been converted to date. The Company may not redeem the 2018 Notes prior to May 8, 2022. On or after May 8, 2022, the Company may redeem for cash all or part of the 2018 Notes if the last reported sale price of the Company’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be 100% of the principal amount of the 2018 Notes to be redeemed, plus accrued and unpaid interest, if any. Upon the occurrence of a fundamental change (as defined in the 2018 Indenture), holders may require the Company to repurchase all or a portion of their 2018 Notes for cash at a price equal to 100% of the principal amount of the 2018 Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. The 2018 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2018 Notes then outstanding may declare the entire principal amount of all the 2018 Notes plus accrued interest, if any, to be immediately due and payable. 2019 Notes The 2019 Notes were issued pursuant to an indenture, dated August 19, 2019 (the "2019 Indenture"), between the Company and U.S. Bank National Association, as trustee. The Company will pay interest on the 2019 Notes semiannually in arrears at a rate of 1.00% per annum on February 15 and August 15 of each year commencing on February 15, 2020. The 2019 Notes are convertible based upon an initial conversion rate of 6.7349 shares of the Company’s Class A common stock per $1,000 principal amount of 2019 Notes (equivalent to a conversion price of approximately $148.48 per share of the Company’s Class A common stock). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s Class A common stock, but will not be adjusted for accrued and unpaid interest. The Company will settle any conversions of the 2019 Notes in cash, shares of the Company’s Class A common stock or a combination thereof, with the form of consideration determined at the Company’s election. The 2019 Notes will mature on August 15, 2026, unless earlier purchased, redeemed or converted. Prior to May 15, 2026, holders may convert all or a portion of their 2019 Notes only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of the Company’s Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any ten consecutive trading day period (the “2019 Notes measurement period”) in which the trading price per $1,000 principal amount of 2019 Notes for each trading day of the 2019 Notes measurement period was less than 98% of the product of the last reported sale price of the Company’s Class A common stock and the conversion rate on each such trading day; (3) with respect to any 2019 Notes called for redemption by the Company, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On and after May 15, 2026 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their 2019 Notes at any time, regardless of the foregoing circumstances. Holders of 2019 Notes who convert their 2019 Notes in connection with a make-whole fundamental change or a notice of redemption (each as defined in the 2019 Indenture) may be entitled to a premium in the form of an increase in the conversion rate of the 2019 Notes. The 2019 Notes are not convertible during the second quarter of 2020 and none of the 2019 Notes have been converted to date. The Company may not redeem the 2019 Notes prior to August 20, 2023. On or after August 20, 2023, the Company may redeem for cash all or part of the 2019 Notes if the last reported sale price of the Company’s Class A common stock equals or exceeds 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive), including at least one of the five trading days immediately preceding the date on which the Company provides notice of redemption, during any 30 consecutive trading days ending on, and including the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be 100% of the principal amount of the 2019 Notes to be redeemed, plus accrued and unpaid interest, if any. Upon the occurrence of a fundamental change (as defined in the 2019 Indenture), holders may require the Company to repurchase all or a portion of their 2019 Notes for cash at a price equal to 100% of the principal amount of the 2019 Notes to be repurchased plus any accrued but unpaid interest to, but excluding, the fundamental change repurchase date. The 2019 Indenture contains customary terms and covenants, including that upon certain events of default occurring and continuing, either the Trustee or the holders of not less than 25% in aggregate principal amount of the 2019 Notes then outstanding may declare the entire principal amount of all the 2019 Notes plus accrued interest, if any, to be immediately due and payable. Capped Call Transactions The Restated 2017 Capped Call Transactions, 2018 Capped Call Transactions, and 2019 Capped Call Transactions (collectively, the "Capped Call Transactions") are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion of the Notes in the event that the market price per share of the Company’s Class A common stock is greater than the strike price of the Capped Call Transactions (which initially corresponds to the initial conversion price of the Notes and is subject to certain adjustments under the terms of the Capped Call Transactions), with such reduction and/or offset subject to a cap based on the cap price of the Capped Call Transactions. The Restated 2017 Capped Call Transactions have an initial cap price of $154.16 per share of the Company’s Class A common stock, which represents a premium of 100% over the last reported sale price of the Company’s Class A common stock on September 11, 2017, which is the date the 2017 Notes priced, and is subject to certain adjustments under the terms of the Restated 2017 Capped Call Transactions. The 2018 Capped Call Transactions have an initial cap price of $219.63 per share of the Company’s Class A common stock, which represents a premium of 150% over the last reported sale price of the Company’s Class A common stock on November 14, 2018, which is the day the 2018 Notes priced, and is subject to certain adjustments under the terms of the 2018 Capped Call Transactions. The 2019 Capped Call Transactions have an initial cap price of $280.15 per share of the Company's Class A common stock, which represents a premium of 150% over the last reported sale price of the Company's Class A common stock on August 14, 2019, which is the day the 2019 Notes priced, and is subject to certain adjustments under the terms of the 2019 Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s Class A common stock underlying the Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Notes. The Capped Call Transactions are separate transactions, in each case, entered into by the Company with the 2017 Option Counterparties, the 2018 Option Counterparties, and 2019 Option Counterparties, and are not part of the terms of the Notes and will not affect any holder’s rights under the Notes. Holders of the Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions do not meet the criteria for separate accounting as a derivative as they are indexed to the Company's stock. The premiums paid for the Capped Call Transactions have been included as a net reduction to additional paid-in capital within shareholders’ deficit.
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Equity-Based Compensation (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Activity Relating to Stock Options | The following table presents activity relating to stock options for the three months ended March 31, 2020:
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Summary of Activity Relating to RSUs | The following table presents activity relating to RSUs for the three months ended March 31, 2020:
|
Equity-Based Compensation - Summary of Activity Relating to Restricted Stock (Details) - RSUs |
3 Months Ended |
---|---|
Mar. 31, 2020
$ / shares
shares
| |
Shares | |
Outstanding at the beginning of the period (in shares) | shares | 8,112,736 |
RSUs granted (in shares) | shares | 472,442 |
RSUs vested (in shares) | shares | (755,899) |
RSUs forfeited/canceled (in shares) | shares | (674,884) |
Outstanding at the end of the period (in shares) | shares | 7,154,395 |
Weighted- Average Grant Date Fair Value | |
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 95.69 |
RSUs granted (in dollars per share) | $ / shares | 82.33 |
RSUs vested (in dollars per share) | $ / shares | 92.05 |
RSUs forfeited/canceled (in dollars per share) | $ / shares | 100.79 |
Outstanding at the end of the period (in dollars per share) | $ / shares | $ 94.92 |
Property and Equipment, net (Details) - USD ($) $ in Thousands |
3 Months Ended | ||
---|---|---|---|
Mar. 31, 2020 |
Mar. 31, 2019 |
Dec. 31, 2019 |
|
Property and equipment, net | |||
Property and equipment, gross | $ 1,170,332 | $ 1,080,389 | |
Less accumulated depreciation and amortization | (509,116) | (455,845) | |
Property and equipment, net | 661,216 | 624,544 | |
Depreciation and amortization | 66,400 | $ 39,400 | |
Furniture and computer equipment | |||
Property and equipment, net | |||
Property and equipment, gross | 533,192 | 509,120 | |
Site and software development costs | |||
Property and equipment, net | |||
Property and equipment, gross | 332,722 | 297,252 | |
Leasehold improvements | |||
Property and equipment, net | |||
Property and equipment, gross | 277,355 | 228,514 | |
Construction in progress | |||
Property and equipment, net | |||
Property and equipment, gross | $ 27,063 | $ 45,503 |
Leases - Operating Leases Balance Sheet Locations (Details) - USD ($) $ in Thousands |
Mar. 31, 2020 |
Dec. 31, 2019 |
---|---|---|
Leases [Abstract] | ||
Other current liabilities | $ 95,127 | $ 91,104 |
Operating lease liabilities | 838,906 | 822,602 |
Total operating leases | $ 934,033 | $ 913,706 |
Label | Element | Value |
---|---|---|
Accounting Standards Update 2016-13 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (5,523,000) |
Accounting Standards Update 2016-13 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (5,523,000) |
Accounting Standards Update 2016-02 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | 1,850,000 |
Accounting Standards Update 2016-02 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,850,000 |
Leases (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2020 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Information Related to Leases |
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Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to leases:
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Future Minimum Lease Payments | future minimum lease payments under non-cancellable leases as of March 31, 2020:
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Operating Lease Balance Sheet Items | The following table presents total operating leases as of March 31, 2020 and December 31, 2019:
|
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