Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2020 | Apr. 28, 2020 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36666 | |
Entity Registrant Name | Wayfair Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 36-4791999 | |
Entity Address, Address Line One | 4 Copley Place | |
Entity Address, City or Town | Boston | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02116 | |
City Area Code | 617 | |
Local Phone Number | 532-6100 | |
Title of 12(b) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | W | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001616707 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 67,677,564 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 26,957,041 |
CONSOLIDATED AND CONDENSED BALA
CONSOLIDATED AND CONDENSED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 624,481 | $ 582,753 |
Short-term investments | 266,497 | 404,252 |
Accounts receivable, net of allowance for credit losses of $31,884 and $22,774 at March 31, 2020 and December 31, 2019, respectively | 110,259 | 99,720 |
Inventories | 56,574 | 61,692 |
Prepaid expenses and other current assets | 220,400 | 228,721 |
Total current assets | 1,278,211 | 1,377,138 |
Operating lease right-of-use assets | 780,118 | 763,400 |
Property and equipment, net | 661,216 | 624,544 |
Goodwill and intangible assets, net | 18,408 | 18,809 |
Long-term investments | 0 | 155,690 |
Other noncurrent assets | 13,468 | 13,467 |
Total assets | 2,751,421 | 2,953,048 |
Current liabilities | ||
Accounts payable | 838,300 | 908,097 |
Accrued expenses | 255,347 | 298,918 |
Unearned revenue | 164,122 | 167,641 |
Other current liabilities | 236,158 | 236,863 |
Total current liabilities | 1,493,927 | 1,611,519 |
Long-term debt | 1,577,069 | 1,456,195 |
Operating lease liabilities | 838,906 | 822,602 |
Other liabilities | 12,920 | 6,940 |
Total liabilities | 3,922,822 | 3,897,256 |
Commitments and contingencies (Note 8) | ||
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at March 31, 2020 and December 31, 2019 | 0 | 0 |
Stockholders’ deficit: | ||
Additional paid-in capital | 1,184,674 | 1,122,548 |
Accumulated deficit | (2,356,811) | (2,065,423) |
Accumulated other comprehensive income (loss) | 642 | (1,427) |
Total stockholders’ deficit | (1,171,401) | (944,208) |
Total liabilities and stockholders’ deficit | 2,751,421 | 2,953,048 |
Class A common stock | ||
Stockholders’ deficit: | ||
Common stock | 67 | 67 |
Class B common stock | ||
Stockholders’ deficit: | ||
Common stock | $ 27 | $ 27 |
CONSOLIDATED AND CONDENSED BA_2
CONSOLIDATED AND CONDENSED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Accounts receivable allowance | $ 31,884 | $ 22,774 |
Convertible redeemable preferred units, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Convertible redeemable preferred units, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Convertible redeemable preferred units, shares issued (in shares) | 0 | 0 |
Class A common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares outstanding (in shares) | 67,405,521 | 66,642,611 |
Common stock, shares issued (in shares) | 67,405,521 | 66,642,611 |
Class B common stock | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 164,000,000 | 164,000,000 |
Common stock, shares outstanding (in shares) | 26,957,041 | 26,957,815 |
Common stock, shares issued (in shares) | 26,957,041 | 26,957,815 |
CONSOLIDATED AND CONDENSED STAT
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 2,330,063 | $ 1,944,829 |
Cost of goods sold | 1,750,940 | 1,474,373 |
Gross profit | 579,123 | 470,456 |
Operating expenses: | ||
Customer service and merchant fees | 89,463 | 76,473 |
Advertising | 275,760 | 243,969 |
Selling, operations, technology, general and administrative | 475,968 | 343,648 |
Total operating expenses | 841,191 | 664,090 |
Loss from operations | (262,068) | (193,634) |
Interest (expense), net | (22,218) | (9,238) |
Other (expense) income, net | (246) | 3,078 |
Loss before income taxes | (284,532) | (199,794) |
Provision for income taxes, net | 1,333 | 595 |
Net loss | $ (285,865) | $ (200,389) |
Net loss per share, basic and diluted (in dollars per share) | $ (3.04) | $ (2.20) |
Weighted average number of common stock outstanding used in computing per share amounts, basic and diluted (in shares) | 94,089 | 91,104 |
CONSOLIDATED AND CONDENSED ST_2
CONSOLIDATED AND CONDENSED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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) |
CONSOLIDATED AND CONDENSED ST_3
CONSOLIDATED AND CONDENSED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) shares in Thousands, $ in Thousands | Total | Class A and Class B Common Stock | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive (Loss) Income |
Balance (in shares) at Dec. 31, 2018 | 90,748 | ||||
Balance at Dec. 31, 2018 | $ (330,721) | $ 91 | $ 753,657 | $ (1,082,689) | $ (1,780) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (200,389) | (200,389) | |||
Other comprehensive income | 796 | 796 | |||
Exercise of options to purchase common stock (in shares) | 21 | ||||
Exercise of options to purchase common stock | 67 | 67 | |||
Issuance of common stock upon vesting of RSUs (in shares) | 633 | ||||
Issuance of common stock upon vesting of RSUs | 1 | $ 1 | |||
Shares withheld related to net settlement of RSUs (in shares) | (1) | ||||
Shares withheld related to net settlement of RSUs | (165) | (165) | |||
Equity-based compensation expense | 49,414 | 49,414 | |||
Balance (in shares) at Mar. 31, 2019 | 91,401 | ||||
Balance at Mar. 31, 2019 | (479,147) | $ 92 | 802,973 | (1,281,228) | (984) |
Balance (in shares) at Dec. 31, 2019 | 93,600 | ||||
Balance at Dec. 31, 2019 | (944,208) | $ 94 | 1,122,548 | (2,065,423) | (1,427) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (285,865) | (285,865) | |||
Other comprehensive income | 2,069 | 2,069 | |||
Exercise of options to purchase common stock (in shares) | 7 | ||||
Exercise of options to purchase common stock | 125 | 125 | |||
Issuance of common stock upon vesting of RSUs (in shares) | 756 | ||||
Issuance of common stock upon vesting of RSUs | 0 | ||||
Equity-based compensation expense | 62,001 | 62,001 | |||
Balance (in shares) at Mar. 31, 2020 | 94,363 | ||||
Balance at Mar. 31, 2020 | $ (1,171,401) | $ 94 | $ 1,184,674 | $ (2,356,811) | $ 642 |
CONSOLIDATED AND CONDENSED ST_4
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (285,865) | $ (200,389) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 66,843 | 39,583 |
Equity-based compensation | 59,449 | 47,060 |
Amortization of discount and issuance costs on convertible notes | 19,527 | 12,456 |
Other non-cash adjustments | (633) | (1,374) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (16,216) | (11,570) |
Inventories | 5,023 | 2,427 |
Prepaid expenses and other current assets | 7,802 | (10,535) |
Accounts payable and accrued expenses | (114,623) | 46,631 |
Unearned revenue and other liabilities | 2,379 | (4,933) |
Other assets | 24 | (704) |
Net cash used in operating activities | (256,290) | (81,348) |
Cash flows from investing activities: | ||
Sale and maturities of short- and long-term investments | 294,810 | 37,936 |
Purchase of property and equipment | (59,964) | (60,626) |
Site and software development costs | (38,369) | (24,843) |
Other investing activities, net | (124) | 2,838 |
Net cash provided by (used in) investing activities | 196,353 | (44,695) |
Cash flows from financing activities: | ||
Proceeds from borrowings | 100,000 | 0 |
Taxes paid related to net share settlement of equity awards | 0 | (165) |
Deferred financing costs | 0 | (791) |
Net proceeds from exercise of stock options | 125 | 67 |
Net cash provided by (used in) financing activities | 100,125 | (889) |
Effect of exchange rate changes on cash and cash equivalents | 1,540 | (169) |
Net increase (decrease) in cash and cash equivalents | 41,728 | (127,101) |
Cash and cash equivalents: | ||
Beginning of period | 582,753 | 849,461 |
End of period | 624,481 | 722,360 |
Supplemental cash flow information: | ||
Cash paid for interest on long-term debt | 5,447 | 809 |
Purchase of property and equipment included in accounts payable and accrued expenses and in other liabilities | $ 45,495 | $ 3,143 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 1. Description of Business Wayfair Inc. (the "Company") is one of the world's largest online destinations for the home. Through its e-commerce business model, the Company offers visually inspired browsing, compelling merchandising, easy product discovery and attractive prices for over eighteen million products from over 12,000 suppliers. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
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 . |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Marketable Securities and Fair Value Measurements | 3. Investments and Fair Value Measurements Investments As of March 31, 2020 and December 31, 2019 , the Company's investments consisted of corporate bonds and other government obligations priced at fair value. These investments were classified as available-for-sale and their estimated fair values were $266.5 million and $559.9 million , respectively. To the extent the amortized cost basis of the available-for-sale debt securities exceeds the fair value, management assesses the debt securities for credit loss, however management considers the risk of credit loss to be minimized by the Company's policy of investing in financial instruments issued by highly-rated financial institutions. When assessing the risk of credit loss, management considers factors such as the severity and the reason of the decline in value (i.e., any changes to the rating of the security by a rating agency or other adverse conditions specifically related to the security) and management's intended holding period and time horizon for selling. During the three months ended March 31, 2020 and 2019 , the Company did not recognize any credit losses related to its available-for-sale debt securities. Further, as of March 31, 2020 and December 31, 2019 , the Company did not record an allowance for credit losses related to its available-for-sale debt securities. During the three months ended March 31, 2020 , the Company collected $161.3 million of proceeds from the sale of long-term investments and recognized a realized gain of $0.8 million . The Company did not recognize any realized gains or losses during the three months ended March 31, 2019 . The following tables present details of the Company’s investments as of March 31, 2020 and December 31, 2019 : March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Short-term: Investment securities $ 265,719 $ 992 $ (214 ) $ 266,497 Total $ 265,719 $ 992 $ (214 ) $ 266,497 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Short-term: Investment securities $ 404,294 $ 20 $ (62 ) $ 404,252 Long-term: Investment securities 155,616 92 (18 ) 155,690 Total $ 559,910 $ 112 $ (80 ) $ 559,942 Fair Value Measurements The Company's financial assets and liabilities are measured at fair value, which is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The three levels of inputs used to measure fair value are as follows: ▪ 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 This hierarchy requires the Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. The Company measures its cash equivalents and short-term and long-term investments at fair value. The Company classifies its cash equivalents and certificates of deposits within Level 1 because the Company values these investments using quoted market prices. The fair value of the Company's Level 1 financial assets is based on quoted market prices of the identical underlying security. The Company classifies short-term and long-term investments within Level 2 because unadjusted quoted prices for identical or similar assets in markets are not active. The Company does not have any assets or liabilities classified as Level 3 financial assets. The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 based on the three-tier value hierarchy: March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Cash $ 85,816 $ — $ — $ 85,816 Cash equivalents $ 538,665 $ — $ — $ 538,665 Total cash and cash equivalents $ 624,481 $ — $ — $ 624,481 Short-term investments: Investment securities — 266,497 — 266,497 Other non-current assets: Certificate of deposit 5,200 — — 5,200 Total $ 629,681 $ 266,497 $ — $ 896,178 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Cash $ 308,521 $ — $ — $ 308,521 Cash equivalents $ 274,232 $ — $ — $ 274,232 Total cash and cash equivalents $ 582,753 $ — $ — $ 582,753 Short-term investments: Investment securities — 404,252 — 404,252 Other non-current assets: Certificate of deposit 5,076 — — 5,076 Long-term investments: Investment securities — 155,690 — 155,690 Total $ 587,829 $ 559,942 $ — $ 1,147,771 |
Credit Losses
Credit Losses | 3 Months Ended |
Mar. 31, 2020 | |
Credit Loss [Abstract] | |
Credit Losses | 4. 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. Further, management notes credit risk is mitigated as approximately 99% of the net revenue recognized for the three months ended March 31, 2020 was collected in advance of recognition. As of March 31, 2020 , the Company reported $110.3 million of accounts receivable, net of allowance for credit losses of $31.9 million . Other than the adjustment related to the adoption of ASU 2016-13, as discussed in Note 2, Summary of Significant Accounting Policies , changes in the allowance for credit losses were not material for the three months ended March 31, 2020 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | 5. Intangible Assets and Goodwill As of March 31, 2020 and December 31, 2019 , the Company had $ 18.0 million and $18.4 million of intangible assets, respectively. Amortization expense related to intangible assets was $0.4 million and $0.1 million for the three months ended March 31, 2020 and 2019 , respectively. Goodwill was $0.4 million as of March 31, 2020 and December 31, 2019 |
Property and Equipment, net
Property and Equipment, net | 3 Months Ended |
Mar. 31, 2020 | |
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 : March 31, December 31, (in thousands) Furniture and computer equipment $ 533,192 $ 509,120 Site and software development costs 332,722 297,252 Leasehold improvements 277,355 228,514 Construction in progress 27,063 45,503 1,170,332 1,080,389 Less accumulated depreciation and amortization (509,116 ) (455,845 ) Property and equipment, net $ 661,216 $ 624,544 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Leases | 7. Leases The Company has lease arrangements for warehouse, fulfillment center, office, and data center spaces. These leases expire at various dates through 2036 . Operating lease expense was $36.1 million and $25.6 million in the three months ended March 31, 2020 and 2019 , respectively. The following table presents supplemental cash flow information related to leases: Three months ended March 31, 2020 Three months ended March 31, 2019 (in thousands) Cash payments included in operating cash flows from lease arrangements $ 34,082 $ 24,323 Right-of-use assets obtained in exchange for lease obligations $ 44,946 $ 44,764 The following table presents supplemental balance sheet information related to leases: March 31, 2020 December 31, 2019 (in thousands) Additional lease information Weighted average remaining lease term 9.5 years 10 years Weighted average discount rate 6.7 % 6.7 % The following table presents future minimum lease payments under non-cancellable leases as of March 31, 2020 : Amount (in thousands) 2020 (excluding the three months ended March 31, 2020) $ 111,475 2021 156,596 2022 148,709 2023 144,040 2024 141,591 Thereafter 563,150 Total future minimum lease payments 1,265,561 Less: Imputed interest (331,528 ) Total $ 934,033 The following table presents total operating leases as of March 31, 2020 and December 31, 2019 : March 31, December 31, (in thousands) Balance sheet line item Other current liabilities $ 95,127 $ 91,104 Operating lease liabilities 838,906 822,602 Total operating leases $ 934,033 $ 913,706 As of March 31, 2020 , the Company has entered into $290.6 million of additional operating leases, primarily related to build-to-suit warehouse leases that have not yet commenced. As the Company does not control the underlying assets during the construction period, the Company is not considered the owner of the construction projects for accounting purposes. These operating leases will commence between 2020 and 2021 with lease terms of 2 to 15 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Letters of Credit The Company has issued letters of credit, primarily as security for certain lease agreements, for approximately $51.7 million and $46.7 million , as of March 31, 2020 and December 31, 2019 , respectively. Legal Matters On January 10, 2019 and January 16, 2019, putative securities class action complaints were filed against the Company and three of its officers in the U.S. District Court for the District of Massachusetts. The two complaints allege violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, relating to certain prior disclosures of the Company. Each plaintiff seeks to represent a class of shareholders who purchased or acquired stock of the Company between August 2, 2018 and October 31, 2018 and seeks damages and other relief based on allegations that the defendants' conduct affected the value of such stock. The Company intends to defend these lawsuits vigorously. On August 30, 2019 the Company filed a motion to dismiss the complaint with prejudice. Telephonic oral arguments on the motion were held on April 29, 2020. At this time, based on available information regarding this litigation, the Company is unable to reasonably assess the ultimate outcome of these cases or determine an estimate, or a range of estimates, of potential losses. From time to time the Company is involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company does not currently believe that the outcome of any of these other legal matters will have a material adverse effect on the Company's results of operation or financial condition. Regardless of the outcome, litigation can be costly and time consuming, as it can divert management's attention from important business matters and initiatives, negatively impacting the Company's overall operations. In addition, the Company may also find itself at greater risk to outside party claims as it increases its operations in jurisdictions where the laws with respect to the potential liability of online retailers are uncertain, unfavorable, or unclear. |
Equity-Based Compensation
Equity-Based Compensation | 3 Months Ended |
Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 9. Equity-Based Compensation The board of directors of the Company (the "Board") adopted the 2014 Incentive Award Plan ("2014 Plan") to grant cash and equity incentive awards to eligible participants in order to attract, motivate and retain talent. The 2014 Plan is administered by the Board with respect to awards to non-employee directors and by the compensation committee of the Board with respect to other participants and provides for the issuance of stock options, stock appreciation rights ("SARs"), restricted stock, restricted stock units ("RSUs"), performance shares, stock payments, cash payments, dividend awards and other incentives. Prior to the adoption of the 2014 Plan, Wayfair LLC issued certain equity awards pursuant to the Wayfair LLC Amended and Restated Common Unit Plan (the "2010 Plan"), which was administered by the board of directors of Wayfair LLC. Awards issued under the 2010 Plan that remain outstanding currently represent Class A or Class B common stock of the Company. 8,603,066 shares of Class A common stock were initially available for issuance under awards granted pursuant to the 2014 Plan. The 2014 Plan also contains an evergreen provision whereby the shares available for future grant are increased on the first day of each calendar year beginning January 1, 2016 and ending on and including January 1, 2024. As of January 1, 2020 , 5,111,305 shares of Class A common stock were available for future grant under the 2014 Plan. Shares or RSUs forfeited, withheld for minimum statutory tax obligations, and unexercised stock option lapses from the 2010 and 2014 Plans are available for future grant under the 2014 Plan. The following table presents activity relating to stock options for the three months ended March 31, 2020 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2019 43,606 $ 3.00 1.5 Options exercised (6,510 ) $ 3.01 Outstanding and exercisable at March 31, 2020 37,096 $ 3.00 1.2 Intrinsic value of stock options exercised was $0.4 million and $3.1 million for the three months ended March 31, 2020 and 2019 , respectively. Aggregate intrinsic value of stock options outstanding and currently exercisable is $1.9 million as of March 31, 2020 . All stock options were fully vested at March 31, 2020 . The following table presents activity relating to RSUs for the three months ended March 31, 2020 : Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2019 8,112,736 $ 95.69 RSUs granted 472,442 $ 82.33 RSUs vested (755,899 ) $ 92.05 RSUs forfeited/canceled (674,884 ) $ 100.79 Outstanding as of March 31, 2020 7,154,395 $ 94.92 The intrinsic value of RSUs vested was $61.5 million and $81.0 million for the three mon ths ended March 31, 2020 and 2019 , respectively. Aggregate intrinsic value of RSUs unvested is $382.3 million as of March 31, 2020 . Unrecognized equity-based compensation expense related to outstanding RSUs is $615.1 million with a weighted average remaining ve sting term of 1.3 years at March 31, 2020 . |
Unearned Revenue
Unearned Revenue | 3 Months Ended |
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. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | 11. Segment and Geographic Information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the Chief Operating Decision Maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company’s CODM is its chief executive officer. The Company's operating and reportable segments are the U.S. and International. These segments reflect the way the CODM allocates resources and evaluates financial performance, which is based upon each segment's Adjusted EBITDA . Adjusted EBITDA is defined as loss before depreciation and amortization , equity-based compensation and related taxes , interest (expense), net , other (expense) income, net , provision for income taxes, net , non-recurring items , and other items not indicative of our ongoing operating performance. These charges are excluded from evaluation of segment performance because it facilitates reportable segment performance comparisons on a period-to-period basis as these costs may vary independent of business performance. The Company allocates certain operating expenses to the operating and reportable segments, including customer service and merchant fees and selling, operations, technology, general and administrative based on the usage and relative contribution provided to the segments. It excludes from the allocations certain operating expense lines, including depreciation and amortization , equity-based compensation and related taxes , interest (expense), net , other (expense) income, net , and provision for income taxes, net . There are no net revenue transactions between the Company's reportable segments. U.S. The U.S. segment primarily consists of amounts earned through product sales through the Company's family of sites in the U.S. and through websites operated by third parties in the U.S. The U.S. net revenue for the three months ended March 31, 2019 includes $13.6 million of net revenue previously classified as other net revenue. International The International segment primarily consists of amounts earned through product sales through the Company's international sites. Net revenue from external customers for each group of similar products and services are not reported to the CODM. Separate identification of this information for purposes of segment disclosure is impractical, as it is not readily available and the cost to develop it would be excessive. No individual country outside of the U.S. provided greater than 10% of consolidated net revenue. The following tables present net revenues and Adjusted EBITDA attributable to the Company's reportable segments for the periods presented: Three months ended March 31, 2020 2019 (in thousands) U.S. net revenue $ 1,974,983 $ 1,657,698 International net revenue 355,080 287,131 Total net revenue $ 2,330,063 $ 1,944,829 Three months ended March 31, 2020 2019 (in thousands) Adjusted EBITDA: U.S. $ (45,095 ) $ (27,782 ) International (82,182 ) (74,436 ) Total reportable segments Adjusted EBITDA (127,277 ) (102,218 ) Less: reconciling items (1) (158,588 ) (98,171 ) Net loss $ (285,865 ) $ (200,389 ) (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss: Three months ended March 31, 2020 2019 (in thousands) Depreciation and amortization $ 66,843 $ 39,583 Equity-based compensation and related taxes 63,992 51,833 Interest expense, net 22,218 9,238 Other expense (income), net 246 (3,078 ) Provision for income taxes, net 1,333 595 Other (1) 3,956 — Total reconciling items $ 158,588 $ 98,171 (1) The Company recorded $4.0 million in the three months ended March 31, 2020 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The provision for income taxes, net was $1.3 million and $0.6 million for the three months ended March 31, 2020 and 2019 , respectively. The provision for income taxes, net recorded in the three months ended March 31, 2020 and 2019 is primarily related to income earned in certain foreign jurisdictions and U.S. state income taxes. Deferred income taxes reflect the impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws. The Company has deferred tax assets related to its net operating loss carryforwards accumulated since the fourth quarter of 2014 and related to net operating loss carryforwards of certain of its foreign subsidiaries. A valuation allowance against net deferred tax assets is required if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company reassesses the valuation allowance on a quarterly basis and has provided a valuation allowance on substantially all of its worldwide net deferred tax assets. The Company had no material unrecognized tax benefits as of March 31, 2020 and December 31, 2019 |
Stockholders' Deficit
Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Deficit | 13. Stockholders’ Deficit Preferred Stock The Company authorized 10,000,000 shares of undesignated preferred stock, $0.001 par value per share, for future issuance. As of March 31, 2020 , the Company had no shares of undesignated preferred stock issued or outstanding. Common Stock The Company authorized 500,000,000 shares of Class A common stock, $0.001 par value per share, and 164,000,000 shares of Class B common stock, $0.001 par value per share, of which 67,405,521 and 66,642,611 shares of Class A common stock and 26,957,041 and 26,957,815 shares of Class B common stock were outstanding as of March 31, 2020 and December 31, 2019 , respectively. The rights of the holders of Class A common stock and Class B common stock are identical, except with respect to voting and conversion rights. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. Each share of Class B common stock may be converted into one share of Class A common stock at the option of its holder and will be automatically converted into one share of Class A common stock upon transfer thereof, subject to certain exceptions. In addition, upon the date on which the outstanding shares of Class B common stock represent less than 10% of the aggregate number of shares of the then outstanding Class A common stock and Class B common stock, or in the event of the affirmative vote or written consent of holders of at least 66 2/3% of the outstanding shares of Class B common stock, all outstanding shares of Class B common stock shall convert automatically into Class A common stock. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of common stock are entitled to receive dividends out of funds legally available if the Board, in its discretion, determines to issue dividends and then only at the times and in the amounts that the Board may determine. Since the Company's initial public offering through March 31, 2020 , 55,082,493 |
Credit Agreement
Credit Agreement | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
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: • 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. 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: March 31, 2020 December 31, 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes 2019 Notes (in thousands) Principal amounts: Principal $ 431,250 $ 575,000 $ 948,750 $ 431,250 $ 575,000 $ 948,750 Unamortized debt discount (54,618 ) (154,388 ) (268,925 ) (59,830 ) (161,275 ) (277,700 ) Net carrying amount $ 376,632 $ 420,612 $ 679,825 $ 371,420 $ 413,725 $ 671,050 The following tables present total interest expense recognized related to the Notes: Three Months Ended March 31, 2020 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes (in thousands) Contractual interest expense $ 404 $ 1,617 $ 2,319 $ 404 $ 1,617 Interest cost related to amortization of the debt discount $ 5,212 $ 6,887 $ 8,775 $ 4,909 $ 6,344 Total interest expense $ 5,616 $ 8,504 $ 11,094 $ 5,313 $ 7,961 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. |
Convertible Debt
Convertible Debt | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Convertible Debt | 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: • 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. 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: March 31, 2020 December 31, 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes 2019 Notes (in thousands) Principal amounts: Principal $ 431,250 $ 575,000 $ 948,750 $ 431,250 $ 575,000 $ 948,750 Unamortized debt discount (54,618 ) (154,388 ) (268,925 ) (59,830 ) (161,275 ) (277,700 ) Net carrying amount $ 376,632 $ 420,612 $ 679,825 $ 371,420 $ 413,725 $ 671,050 The following tables present total interest expense recognized related to the Notes: Three Months Ended March 31, 2020 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes (in thousands) Contractual interest expense $ 404 $ 1,617 $ 2,319 $ 404 $ 1,617 Interest cost related to amortization of the debt discount $ 5,212 $ 6,887 $ 8,775 $ 4,909 $ 6,344 Total interest expense $ 5,616 $ 8,504 $ 11,094 $ 5,313 $ 7,961 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. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 16. Net Loss per Share Basic and diluted net loss per share is presented using the two-class method required for participating securities: Class A and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. For more information on the rights of Class A and Class B common stockholders, see Note 13, Stockholders’ Deficit . Basic net loss per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted-average number of shares of common stock and, if dilutive, common stock equivalents outstanding during the period. The Company's common stock equivalents consist of shares issuable upon the release of RSUs, and to a lesser extent, the incremental shares of common stock issuable upon the exercise of stock options and unvested restricted stock. The dilutive effect of these common stock equivalents is reflected in diluted earnings per share by application of the treasury stock method. The Company's basic and diluted net loss per share are the same because the Company has generated net loss and common stock equivalents are excluded from diluted net loss per share because they have an antidilutive impact. The Company allocates undistributed earnings between the classes on a one -to- one basis when computing net loss per share. As a result, basic and diluted net loss per Class A and Class B shares of common stock are equivalent. The following table presents the calculation of basic and diluted net loss per share: Three months ended March 31, 2020 2019 (in thousands, except per share data) Net loss $ (285,865 ) $ (200,389 ) Weighted average common shares used for basic and diluted net loss per share computation 94,089 91,104 Net loss per common share: Basic and Diluted $ (3.04 ) $ (2.20 ) Dilutive common stock equivalents, representing potentially dilutive common stock options, restricted stock and RSUs, of 7.2 million and 8.0 million for the three months ended March 31, 2020 and 2019 , respectively, were excluded from diluted earnings per share calculations for these periods because of their anti-dilutive effect. Furthermore, the shares of Class A common stock that would be issuable if the Company elects to settle the Notes in shares were excluded from the diluted earnings per share calculation (using the if-converted method) for the three -month period ended March 31, 2020 because their effect would have been anti-dilutive. The Company may settle the conversions of the Notes in cash, shares of the Company's Class A common stock or any combination thereof at its election. For the 2017 Notes, the number of shares of the Company's Class A common stock issuable at the conversion price of $104.06 per share is expected to be 4.1 million shares, for the 2018 Notes, the number of shares of the Company's Class A common stock issuable at the conversion price of $116.40 is expected to be 4.9 million shares, and for the 2019 Notes, the number of shares of the Company's Class A common stock issuable at the conversion price of $148.48 is expected to be 6.4 million shares. However, the Capped Call Transactions are expected generally to reduce the potential dilution of the Company's Class A common stock upon any conversion of Notes and/or offset the cash payments the Company is required to make in excess of the principal amount of the Notes. Under the Restated 2017 Capped Call Transactions, the number of shares of Class A common stock issuable at the conversion price of $154.16 is expected to be 2.8 million shares. Under the 2018 Capped Call Transactions, the number of shares of Class A common stock issuable at the conversion price of $219.63 is expected to be 2.6 million shares. Under the 2019 Capped Call Transactions, the number of shares of Class A common stock issuable at the conversion price of $280.15 is expected to be 3.4 million shares. For more information on the Notes and the Capped Call Transactions, see Note 15, Convertible Debt . |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events On April 8, 2020, the Company issued $535.0 million in aggregate original principal amount of 2.50% Accreting Convertible Senior Notes due 2025 (the "2020 Notes") to GHEP VII Aggregator, L.P. ("Great Hill"), CBEP Investments, LLC ("Charlesbank") and The Spruce House Partnership LLC. No cash interest will be payable on the 2020 Notes. Instead, the 2020 Notes will accrue interest at a rate of 2.50% per annum which will accrete to the principal amount on April 1 and October 1 of each year, beginning on October 1, 2020. The 2020 Notes are convertible based upon an initial conversion price of $72.50 per share of the Company’s Class A common stock. The Company will settle any conversion of the 2020 Notes with shares of the Company's Class A common stock. The 2020 Notes are fully and unconditionally guaranteed on a senior unsecured basis by Wayfair LLC, the Company's wholly-owned subsidiary. Proceeds from the 2020 Notes will be used for working capital and general corporate purposes. As the 2020 Notes were issued subsequent to March 31, 2020 , the impact to financial reporting will be effective in the second quarter of 2020. The issuance of the 2020 Notes constitutes a related party transaction because Michael Kumin is a director of the Company and a Managing Partner at Great Hill Partners, LP, the Manager of the ultimate general partner of Great Hill. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
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. |
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. |
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. |
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 |
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. |
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. |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable Securities | The following tables present details of the Company’s investments as of March 31, 2020 and December 31, 2019 : March 31, 2020 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Short-term: Investment securities $ 265,719 $ 992 $ (214 ) $ 266,497 Total $ 265,719 $ 992 $ (214 ) $ 266,497 December 31, 2019 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value (in thousands) Short-term: Investment securities $ 404,294 $ 20 $ (62 ) $ 404,252 Long-term: Investment securities 155,616 92 (18 ) 155,690 Total $ 559,910 $ 112 $ (80 ) $ 559,942 |
Schedule of the Fair Value of the Company's Financial Assets Measured at Fair Value on a Recurring Basis Based on the Three-Tier Value Hierarchy | The following tables set forth the fair value of the Company’s financial assets measured at fair value on a recurring basis as of March 31, 2020 and December 31, 2019 based on the three-tier value hierarchy: March 31, 2020 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Cash $ 85,816 $ — $ — $ 85,816 Cash equivalents $ 538,665 $ — $ — $ 538,665 Total cash and cash equivalents $ 624,481 $ — $ — $ 624,481 Short-term investments: Investment securities — 266,497 — 266,497 Other non-current assets: Certificate of deposit 5,200 — — 5,200 Total $ 629,681 $ 266,497 $ — $ 896,178 December 31, 2019 Level 1 Level 2 Level 3 Total (in thousands) Cash and cash equivalents: Cash $ 308,521 $ — $ — $ 308,521 Cash equivalents $ 274,232 $ — $ — $ 274,232 Total cash and cash equivalents $ 582,753 $ — $ — $ 582,753 Short-term investments: Investment securities — 404,252 — 404,252 Other non-current assets: Certificate of deposit 5,076 — — 5,076 Long-term investments: Investment securities — 155,690 — 155,690 Total $ 587,829 $ 559,942 $ — $ 1,147,771 |
Property and Equipment, net (Ta
Property and Equipment, net (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, net | The following table summarizes property and equipment, net as of March 31, 2020 and December 31, 2019 : March 31, December 31, (in thousands) Furniture and computer equipment $ 533,192 $ 509,120 Site and software development costs 332,722 297,252 Leasehold improvements 277,355 228,514 Construction in progress 27,063 45,503 1,170,332 1,080,389 Less accumulated depreciation and amortization (509,116 ) (455,845 ) Property and equipment, net $ 661,216 $ 624,544 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases [Abstract] | |
Other Information Related to Leases | Three months ended March 31, 2020 Three months ended March 31, 2019 (in thousands) Cash payments included in operating cash flows from lease arrangements $ 34,082 $ 24,323 Right-of-use assets obtained in exchange for lease obligations $ 44,946 $ 44,764 |
Supplemental Balance Sheet Information | The following table presents supplemental balance sheet information related to leases: March 31, 2020 December 31, 2019 (in thousands) Additional lease information Weighted average remaining lease term 9.5 years 10 years Weighted average discount rate 6.7 % 6.7 % |
Future Minimum Lease Payments | future minimum lease payments under non-cancellable leases as of March 31, 2020 : Amount (in thousands) 2020 (excluding the three months ended March 31, 2020) $ 111,475 2021 156,596 2022 148,709 2023 144,040 2024 141,591 Thereafter 563,150 Total future minimum lease payments 1,265,561 Less: Imputed interest (331,528 ) Total $ 934,033 |
Operating Lease Balance Sheet Items | The following table presents total operating leases as of March 31, 2020 and December 31, 2019 : March 31, December 31, (in thousands) Balance sheet line item Other current liabilities $ 95,127 $ 91,104 Operating lease liabilities 838,906 822,602 Total operating leases $ 934,033 $ 913,706 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 3 Months Ended |
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 : Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term (Years) Outstanding at December 31, 2019 43,606 $ 3.00 1.5 Options exercised (6,510 ) $ 3.01 Outstanding and exercisable at March 31, 2020 37,096 $ 3.00 1.2 |
Summary of Activity Relating to RSUs | The following table presents activity relating to RSUs for the three months ended March 31, 2020 : Shares Weighted- Average Grant Date Fair Value Outstanding at December 31, 2019 8,112,736 $ 95.69 RSUs granted 472,442 $ 82.33 RSUs vested (755,899 ) $ 92.05 RSUs forfeited/canceled (674,884 ) $ 100.79 Outstanding as of March 31, 2020 7,154,395 $ 94.92 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: Three months ended March 31, 2020 2019 (in thousands) U.S. net revenue $ 1,974,983 $ 1,657,698 International net revenue 355,080 287,131 Total net revenue $ 2,330,063 $ 1,944,829 Three months ended March 31, 2020 2019 (in thousands) Adjusted EBITDA: U.S. $ (45,095 ) $ (27,782 ) International (82,182 ) (74,436 ) Total reportable segments Adjusted EBITDA (127,277 ) (102,218 ) Less: reconciling items (1) (158,588 ) (98,171 ) Net loss $ (285,865 ) $ (200,389 ) (1) The following adjustments are made to reconcile total reportable segments Adjusted EBITDA to consolidated net loss: Three months ended March 31, 2020 2019 (in thousands) Depreciation and amortization $ 66,843 $ 39,583 Equity-based compensation and related taxes 63,992 51,833 Interest expense, net 22,218 9,238 Other expense (income), net 246 (3,078 ) Provision for income taxes, net 1,333 595 Other (1) 3,956 — Total reconciling items $ 158,588 $ 98,171 (1) The Company recorded $4.0 million in the three months ended March 31, 2020 |
Convertible Debt (Tables)
Convertible Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Principal Amount and Carrying Value of Notes | The following table presents the outstanding principal amount and carrying value of the Notes as of the date presented: March 31, 2020 December 31, 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes 2019 Notes (in thousands) Principal amounts: Principal $ 431,250 $ 575,000 $ 948,750 $ 431,250 $ 575,000 $ 948,750 Unamortized debt discount (54,618 ) (154,388 ) (268,925 ) (59,830 ) (161,275 ) (277,700 ) Net carrying amount $ 376,632 $ 420,612 $ 679,825 $ 371,420 $ 413,725 $ 671,050 |
Schedule of Interest Expense Related to Notes | The following tables present total interest expense recognized related to the Notes: Three Months Ended March 31, 2020 2019 2017 Notes 2018 Notes 2019 Notes 2017 Notes 2018 Notes (in thousands) Contractual interest expense $ 404 $ 1,617 $ 2,319 $ 404 $ 1,617 Interest cost related to amortization of the debt discount $ 5,212 $ 6,887 $ 8,775 $ 4,909 $ 6,344 Total interest expense $ 5,616 $ 8,504 $ 11,094 $ 5,313 $ 7,961 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share: Three months ended March 31, 2020 2019 (in thousands, except per share data) Net loss $ (285,865 ) $ (200,389 ) Weighted average common shares used for basic and diluted net loss per share computation 94,089 91,104 Net loss per common share: Basic and Diluted $ (3.04 ) $ (2.20 ) |
Description of Business (Detail
Description of Business (Details) supplier in Thousands, product in Millions | 3 Months Ended |
Mar. 31, 2020productsupplier | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of products offered | product | 18,000,000 |
Number of suppliers providing products offered | supplier | 12 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Adoption of ASU 2016-13 (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
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 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Fair Value Disclosures [Abstract] | |||
Estimated fair values | $ 266,497,000 | $ 559,942,000 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Credit losses recognized | 0 | $ 0 | |
Allowance for credit losses | 0 | 0 | |
Realized gains or losses | 800,000 | $ 0 | |
Other long-term investments | |||
Fair Value Disclosures [Abstract] | |||
Estimated fair values | $ 155,690,000 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Proceeds from sale of investments | $ 161,300,000 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Schedule of Marketable Securities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Marketable securities and fair value measurements | ||
Amortized Cost | $ 265,719 | $ 559,910 |
Gross Unrealized Gains | 992 | 112 |
Gross Unrealized Losses | (214) | (80) |
Estimated Fair Value | 266,497 | 559,942 |
Short-term Investment securities | ||
Marketable securities and fair value measurements | ||
Amortized Cost | 265,719 | 404,294 |
Gross Unrealized Gains | 992 | 20 |
Gross Unrealized Losses | (214) | (62) |
Estimated Fair Value | $ 266,497 | 404,252 |
Long-term Investment securities | ||
Marketable securities and fair value measurements | ||
Amortized Cost | 155,616 | |
Gross Unrealized Gains | 92 | |
Gross Unrealized Losses | (18) | |
Estimated Fair Value | $ 155,690 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Schedule of Financial Assets Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | $ 624,481 | $ 582,753 |
Total | 896,178 | 1,147,771 |
Level 1 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 624,481 | 582,753 |
Total | 629,681 | 587,829 |
Level 2 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 0 | 0 |
Total | 266,497 | 559,942 |
Level 3 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 0 | 0 |
Total | 0 | 0 |
Investment securities | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Short-term investments | 266,497 | 404,252 |
Long-term | 155,690 | |
Investment securities | Level 1 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Short-term investments | 0 | 0 |
Long-term | 0 | |
Investment securities | Level 2 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Short-term investments | 266,497 | 404,252 |
Long-term | 155,690 | |
Investment securities | Level 3 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Short-term investments | 0 | 0 |
Long-term | 0 | |
Certificate of deposit | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Other non-current assets | 5,200 | 5,076 |
Certificate of deposit | Level 1 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Other non-current assets | 5,200 | 5,076 |
Certificate of deposit | Level 2 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Other non-current assets | 0 | 0 |
Certificate of deposit | Level 3 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Other non-current assets | 0 | 0 |
Cash | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 85,816 | 308,521 |
Cash | Level 1 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 85,816 | 308,521 |
Cash | Level 2 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 0 | 0 |
Cash | Level 3 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 0 | 0 |
Cash equivalents | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 538,665 | 274,232 |
Cash equivalents | Level 1 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 538,665 | 274,232 |
Cash equivalents | Level 2 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | 0 | 0 |
Cash equivalents | Level 3 | ||
Fair Value Assets Measured on Recurring and Nonrecurring Basis [line items] | ||
Cash equivalents | $ 0 | $ 0 |
Credit Losses (Details)
Credit Losses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
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 |
Intangible Assets and Goodwill
Intangible Assets and Goodwill (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Intangible assets | $ 18 | $ 18.4 | |
Amortization expense related to intangibles | 0.4 | $ 0.1 | |
Goodwill | $ 0.4 | $ 0.4 |
Property and Equipment, net (De
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 - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease expense | $ 36.1 | $ 25.6 |
Operating leases not yet commenced | $ 290.6 | |
Minimum | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases not yet commenced, term of contract | 2 years | |
Maximum | ||
Lessee, Lease, Description [Line Items] | ||
Operating leases not yet commenced, term of contract | 15 years |
Leases - Other Information Rela
Leases - Other Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Supplemental cash flows information | |||
Cash payments included in operating cash flows from lease arrangements | $ 34,082 | $ 24,323 | |
Right-of-use assets obtained in exchange for lease obligations | $ 44,946 | $ 44,764 | |
Additional lease information | |||
Weighted average remaining lease term | 9 years 6 months | 10 years | |
Weighted average discount rate | 6.70% | 6.70% |
Leases - Future Minimum Lease P
Leases - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (excluding the three months ended March 31, 2020) | $ 111,475 | |
2021 | 156,596 | |
2022 | 148,709 | |
2023 | 144,040 | |
2024 | 141,591 | |
Thereafter | 563,150 | |
Total future minimum lease payments | 1,265,561 | |
Less: Imputed interest | (331,528) | |
Total | $ 934,033 | $ 913,706 |
Leases - Operating Leases Balan
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 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 16, 2019plaintiffofficer | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |||
Letter of credit issued as security for lease agreements | $ | $ 51.7 | $ 46.7 | |
Number of Company's officers | officer | 3 | ||
Number of plaintiffs | plaintiff | 2 |
Equity-Based Compensation - Nar
Equity-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Jan. 01, 2020 | |
Stock options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of stock options exercised | $ 0.4 | $ 3.1 | |
Aggregate intrinsic value of stock options outstanding | 1.9 | ||
Aggregate intrinsic value of stock options exercisable | 5.6 | ||
RSUs | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Intrinsic value of stock vested | 61.5 | $ 81 | |
Aggregate intrinsic value of stock unvested | 382.3 | ||
Unrecognized equity-based compensation | $ 615.1 | ||
Weighted average remaining vesting term | 1 year 4 months 6 days | ||
2014 Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 8,603,066 | ||
Number of shares available for future grant (in shares) | 5,111,305 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Activity Relating to Stock Options (Details) - Stock options - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Outstanding at the beginning of the period (in shares) | 43,606 | |
Options exercised (in shares) | (6,510) | |
Outstanding and exercisable at the end of the period (in shares) | 37,096 | 43,606 |
Weighted-Average Exercise Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ 3 | |
Options exercised (in dollars per share) | 3.01 | |
Outstanding and exercisable at the end of the period (in dollars per share) | $ 3 | $ 3 |
Weighted-Average Remaining Contractual Term (Years) | ||
Outstanding | 1 year 2 months 12 days | 1 year 6 months |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of Activity Relating to Restricted Stock (Details) - RSUs | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
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 |
Unearned Revenue (Details)
Unearned Revenue (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Unearned revenue | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | $ 164.1 | $ 167.6 |
Revenue recognized that was included in deferred revenue | 128.4 | |
Other current liabilities | ||
Disaggregation of Revenue [Line Items] | ||
Contract liabilities | 4.3 | $ 4.6 |
Revenue recognized that was included in deferred revenue | $ 1.4 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 2,330,063 | $ 1,944,829 |
U.S. | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ 1,974,983 | 1,657,698 |
U.S. | Other | ||
Segment Reporting Information [Line Items] | ||
Net revenue | $ (13,600) |
Segment and Geographic Inform_4
Segment and Geographic Information - Activity Related to Net Revenue and Adjusted EBITDA (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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) |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 1,333,000 | $ 595,000 | |
Unrecognized tax benefits | $ 0 | $ 0 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 3 Months Ended | 66 Months Ended | |
Mar. 31, 2020vote$ / sharesshares | Mar. 31, 2020$ / sharesshares | Dec. 31, 2019$ / sharesshares | |
Stockholders' Equity | |||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | |
Preferred stock, shares issued (in shares) | 0 | 0 | |
Preferred stock, shares outstanding (in shares) | 0 | 0 | |
Class A common stock | |||
Stockholders' Equity | |||
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding (in shares) | 67,405,521 | 67,405,521 | 66,642,611 |
Number of votes each holder is entitled | vote | 1 | ||
Class B common stock | |||
Stockholders' Equity | |||
Common stock, shares authorized (in shares) | 164,000,000 | 164,000,000 | 164,000,000 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares outstanding (in shares) | 26,957,041 | 26,957,041 | 26,957,815 |
Number of votes each holder is entitled | vote | 10 | ||
Conversion ratio following the completion of the offering | 1 | ||
Conversion ratio upon transfer | 1 | ||
Number of shares converted into Class A common stock (in shares) | 55,082,493 | ||
Class B common stock | Maximum | |||
Stockholders' Equity | |||
Aggregate number of shares outstanding Class A common stock and Class B common stock that shall convert automatically (less than) | 10.00% | ||
Class B common stock | Minimum | |||
Stockholders' Equity | |||
Percentage of outstanding shares of Class B common stock that shall convert automatically in the event of the affirmative vote or written consent of holders | 66.67% |
Credit Agreement (Details)
Credit Agreement (Details) - USD ($) | Feb. 19, 2019 | Mar. 19, 2020 | Dec. 31, 2019 | Feb. 21, 2019 |
Line of Credit Facility [Line Items] | ||||
Borrowings under Revolver credit agreement | $ 100,000,000 | $ 0 | ||
Revolving Credit Facility | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 165,000,000 | |||
Right to increase | 50,000,000 | |||
Borrower and guarantor obligations under debt agreement, capital stock of first-tier foreign subsidiaries, percent | 65.00% | |||
Revolving Credit Facility | Federal Funds Effective Swap Rate | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 0.50% | |||
Revolving Credit Facility | Eurodollar | ||||
Line of Credit Facility [Line Items] | ||||
Basis spread | 1.00% | |||
Applicable margin | 0.0175 | |||
Revolving Credit Facility | Base Rate | ||||
Line of Credit Facility [Line Items] | ||||
Applicable margin | 0.0075 | |||
Revolving Credit Facility | Letter of Credit Sublimit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | 100,000,000 | |||
Revolving Credit Facility | Swing Line Sublimit | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 15,000,000 |
Convertible Debt - Narrative (D
Convertible Debt - Narrative (Details) | Aug. 19, 2019USD ($)day$ / shares | Aug. 14, 2019$ / shares | Nov. 19, 2018USD ($)day$ / shares | Nov. 14, 2018$ / shares | Sep. 15, 2017USD ($)day$ / shares | Sep. 11, 2017institution$ / shares | Nov. 30, 2018USD ($) | Apr. 08, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Dec. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||||||
Number of initial purchasers | institution | 2 | |||||||||
2.50% Accreting Convertible Senior Notes due 2025 | Subsequent Event | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, aggregate principal | $ 535,000,000 | |||||||||
Interest rate, stated percentage | 2.50% | |||||||||
Conversion price (in usd per share) | $ / shares | $ 72.50 | |||||||||
Convertible Debt | 0.375% 2017 Senior Notes due 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, aggregate principal | $ 431,250,000 | $ 431,250,000 | $ 431,250,000 | |||||||
Interest rate, stated percentage | 0.375% | |||||||||
Proceeds from sale of Notes, net of discounts and offering expenses | $ 420,400,000 | |||||||||
Premiums paid for capped call confirmations | 44,200,000 | |||||||||
Equity component of Notes | $ 95,800,000 | |||||||||
Debt, fair value | 332,500,000 | |||||||||
Initial conversion rate | 0.00961 | |||||||||
Conversion price (in usd per share) | $ / shares | $ 104.06 | |||||||||
Number of trading days (whether or not consecutive) | day | 20 | |||||||||
Number of trading days (consecutive) | day | 30 | |||||||||
Percentage of conversion stock price | 130.00% | |||||||||
During number of business day period | 5 days | |||||||||
Consecutive trading day period (after any) | 10 days | |||||||||
Principal amount of Notes | $ 1,000 | |||||||||
Measurement period, percentage (less than) | 98.00% | |||||||||
Minimum trading days immediately preceding date notice of redemption provided | day | 1 | |||||||||
Trading days immediately preceding date notice of redemption provided | day | 5 | |||||||||
Redemption price, percentage of principal amount to be redeemed | 100.00% | |||||||||
Default percentage of aggregate principal amount of notes outstanding (not less than) | 25.00% | |||||||||
Convertible Debt | 0.375% 2017 Senior Notes due 2022 | Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Cap price, per share (in usd per share) | $ / shares | $ 154.16 | |||||||||
Premium over last reported sale price, percentage | 100.00% | |||||||||
Convertible Debt | 0.375% 2017 Senior Notes due 2022 | Over-Allotment Option | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Over-allotment option included in issuance of notes | $ 56,250,000 | |||||||||
Effective interest rate | 6.00% | |||||||||
Convertible Debt | 1.125% 2018 Senior Notes Due 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, aggregate principal | $ 500,000,000 | $ 575,000,000 | 575,000,000 | 575,000,000 | ||||||
Interest rate, stated percentage | 1.125% | |||||||||
Over-allotment option included in issuance of notes | $ 75,000,000 | $ 75,000,000 | ||||||||
Proceeds from sale of Notes, net of discounts and offering expenses | 562,000,000 | |||||||||
Premiums paid for capped call confirmations | $ 93,400,000 | |||||||||
Effective interest rate | 8.10% | |||||||||
Equity component of Notes | $ 181,500,000 | |||||||||
Debt, fair value | 401,800,000 | |||||||||
Initial conversion rate | 0.008591 | |||||||||
Number of trading days (whether or not consecutive) | day | 20 | |||||||||
Number of trading days (consecutive) | day | 30 | |||||||||
Percentage of conversion stock price | 130.00% | |||||||||
During number of business day period | 5 days | |||||||||
Consecutive trading day period (after any) | 10 days | |||||||||
Principal amount of Notes | $ 1,000 | |||||||||
Measurement period, percentage (less than) | 98.00% | |||||||||
Minimum trading days immediately preceding date notice of redemption provided | day | 1 | |||||||||
Trading days immediately preceding date notice of redemption provided | day | 5 | |||||||||
Redemption price, percentage of principal amount to be redeemed | 100.00% | |||||||||
Default percentage of aggregate principal amount of notes outstanding (not less than) | 25.00% | |||||||||
Convertible Debt | 1.125% 2018 Senior Notes Due 2024 | Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 1.125% | |||||||||
Conversion price (in usd per share) | $ / shares | $ 116.40 | |||||||||
Cap price, per share (in usd per share) | $ / shares | $ 219.63 | $ 219.63 | ||||||||
Premium over last reported sale price, percentage | 150.00% | |||||||||
Convertible Debt | 1.00% 2019 Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt, aggregate principal | $ 948,750,000 | 948,750,000 | $ 948,750,000 | |||||||
Interest rate, stated percentage | 1.00% | |||||||||
Over-allotment option included in issuance of notes | $ 123,750,000 | |||||||||
Proceeds from sale of Notes, net of discounts and offering expenses | 935,100,000 | |||||||||
Premiums paid for capped call confirmations | $ 145,700,000 | |||||||||
Effective interest rate | 6.40% | |||||||||
Equity component of Notes | $ 280,300,000 | |||||||||
Debt, fair value | $ 538,400,000 | |||||||||
Initial conversion rate | 0.0067349 | |||||||||
Number of trading days (consecutive) | day | 30 | |||||||||
Percentage of conversion stock price | 130.00% | |||||||||
During number of business day period | 5 days | |||||||||
Consecutive trading day period (after any) | 10 days | |||||||||
Principal amount of Notes | $ 1,000 | |||||||||
Measurement period, percentage (less than) | 98.00% | |||||||||
Redemption price, percentage of principal amount to be redeemed | 100.00% | |||||||||
Default percentage of aggregate principal amount of notes outstanding (not less than) | 25.00% | |||||||||
Convertible Debt | 1.00% 2019 Senior Notes Due 2026 | Class A common stock | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate, stated percentage | 1.00% | |||||||||
Conversion price (in usd per share) | $ / shares | $ 148.48 | |||||||||
Number of trading days (whether or not consecutive) | day | 20 | |||||||||
Number of trading days (consecutive) | day | 30 | |||||||||
Cap price, per share (in usd per share) | $ / shares | $ 280.15 | $ 280.15 | ||||||||
Premium over last reported sale price, percentage | 150.00% |
Convertible Debt - Schedule of
Convertible Debt - Schedule of Outstanding Principal Amount and Carrying Value of Notes (Details) - USD ($) | Mar. 31, 2020 | Dec. 31, 2019 | Aug. 19, 2019 | Nov. 30, 2018 | Nov. 19, 2018 | Sep. 15, 2017 |
Debt Instrument [Line Items] | ||||||
Net carrying amount | $ 1,577,069,000 | $ 1,456,195,000 | ||||
Convertible Debt | 2017 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 431,250,000 | 431,250,000 | $ 431,250,000 | |||
Unamortized debt discount | (54,618,000) | (59,830,000) | ||||
Net carrying amount | 376,632,000 | 371,420,000 | ||||
Convertible Debt | 2018 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 575,000,000 | 575,000,000 | $ 575,000,000 | $ 500,000,000 | ||
Unamortized debt discount | (154,388,000) | (161,275,000) | ||||
Net carrying amount | 420,612,000 | 413,725,000 | ||||
Convertible Debt | 2019 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Principal | 948,750,000 | 948,750,000 | $ 948,750,000 | |||
Unamortized debt discount | (268,925,000) | (277,700,000) | ||||
Net carrying amount | $ 679,825,000 | $ 671,050,000 |
Convertible Debt - Schedule o_2
Convertible Debt - Schedule of Interest Expense Related to Notes (Details) - Convertible Debt - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
2017 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 404 | $ 404 |
Interest cost related to amortization of the debt discount | 5,212 | 4,909 |
Total interest expense | 5,616 | 5,313 |
2018 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,617 | 1,617 |
Interest cost related to amortization of the debt discount | 6,887 | 6,344 |
Total interest expense | 8,504 | $ 7,961 |
2019 Notes | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 2,319 | |
Interest cost related to amortization of the debt discount | 8,775 | |
Total interest expense | $ 11,094 |
Net Loss per Share - Narrative
Net Loss per Share - Narrative (Details) shares in Millions | Aug. 19, 2019$ / sharesshares | Nov. 19, 2018$ / sharesshares | Sep. 15, 2017$ / sharesshares | Sep. 11, 2017$ / sharesshares | Mar. 31, 2020shares | Mar. 31, 2019shares | Aug. 14, 2019$ / shares | Nov. 14, 2018$ / shares |
Class of Stock [Line Items] | ||||||||
Allocation of undistributed earnings between stock classes, conversion ratio | 1 | |||||||
0.375% 2017 Senior Notes due 2022 | Convertible Debt | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in usd per share) | $ / shares | $ 104.06 | |||||||
0.375% 2017 Senior Notes due 2022 | Convertible Debt | Class A common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of stock, shares issued (in shares) | 4.1 | |||||||
Cap price, per share (in usd per share) | $ / shares | $ 154.16 | |||||||
Capped call transaction, shares issued (in shares) | 2.8 | |||||||
1.125% 2018 Senior Notes Due 2024 | Convertible Debt | Class A common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in usd per share) | $ / shares | $ 116.40 | |||||||
Conversion of stock, shares issued (in shares) | 4.9 | |||||||
Cap price, per share (in usd per share) | $ / shares | $ 219.63 | $ 219.63 | ||||||
Capped call transaction, shares issued (in shares) | 2.6 | |||||||
1.00% 2019 Senior Notes Due 2026 | Convertible Debt | Class A common stock | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion price (in usd per share) | $ / shares | $ 148.48 | |||||||
Conversion of stock, shares issued (in shares) | 6.4 | |||||||
Cap price, per share (in usd per share) | $ / shares | $ 280.15 | $ 280.15 | ||||||
Capped call transaction, shares issued (in shares) | 3.4 | |||||||
Common Stock Options, Restricted Stock Options And Restricted Stock Units | ||||||||
Class of Stock [Line Items] | ||||||||
Antidilutive securities excluded from diluted earnings per share calculation (in shares) | 7.2 | 8 |
Net Loss per Share - Calculatio
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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
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) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 23, 2020 | Apr. 08, 2020 | Mar. 19, 2020 | Dec. 31, 2019 |
Subsequent Event [Line Items] | ||||
Borrowings under Revolver credit agreement | $ 100,000,000 | $ 0 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Repayment of borrowing on Revolver | $ 100,000,000 | |||
Subsequent Event | 2.50% Accreting Convertible Senior Notes due 2025 | ||||
Subsequent Event [Line Items] | ||||
Notes issued | $ 535,000,000 | |||
Interest rate, stated percentage | 2.50% | |||
Conversion price (in usd per share) | $ 72.50 |
Uncategorized Items - a2020-03x
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 |