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EX-99.2 - EXHIBIT 99.2 - Wayfair Inc.a2016-12x31ex992.htm
8-K - 8-K - Wayfair Inc.a2016-12x31form8xk.htm


Exhibit 99.1

Wayfair Announces Fourth Quarter and Full Year 2016 Results

Q4 Direct Retail Net Revenue Growth of 40% Year over Year to $959 million
Q4 Total Net Revenue Growth of 33% Year over Year to $985 million
Full Year 2016 Total Net Revenue Growth of 50% to $3.4 billion
8.3 million Active Customers, up 54% Year over Year

BOSTON, MA — February 23, 2017 Wayfair Inc. (NYSE: W), one of the world’s largest online destinations for the home, today reported financial results for its fourth quarter and full year ended December 31, 2016. Beginning in the fourth quarter of 2016, Wayfair changed its operating and reportable segments from one segment to two segments, U.S. and International.
Fourth Quarter 2016 Financial Highlights
Direct Retail net revenue, consisting of sales generated primarily through Wayfair's five sites, increased $273.4 million to $959.0 million, up 39.9% year over year
Total net revenue increased $244.8 million to $984.6 million, up 33.1% year over year
Gross profit was $238.6 million or 24.2% of total net revenue
GAAP net loss was $44.0 million
Adjusted EBITDA was $(12.0) million or (1.2)% of total net revenue
GAAP basic and diluted net loss per share was $0.51
Non-GAAP diluted net loss per share was $0.34
Non-GAAP free cash flow was $48.7 million
At the end of the fourth quarter, cash, cash equivalents, and short-term and long-term investments totaled $379.6 million
Full Year 2016 Financial Highlights
Direct Retail net revenue increased $1.2 billion to $3.3 billion, up 59.7% year over year
Total net revenue increased $1.1 billion to $3.4 billion, up 50.2% year over year
GAAP net loss was $194.4 million
Adjusted EBITDA was $(88.7) million or (2.6)% of total net revenue
Non-GAAP free cash flow was $(65.3) million
"We are extremely pleased to report yet another year of exceptional growth with total net revenue up $1.1 billion to $3.4 billion in 2016," said Niraj Shah, CEO, co-founder and co-chairman, Wayfair. "As we continue to rapidly gain market share in the approximately $600 billion home category across North America and Europe, we are reaping the gains from the large, long-term investments we have been making over the past few years. Our largest investment is in our international business in Canada, the United Kingdom and Germany, where we are starting to see real traction and increased brand awareness. In the U.S., we are also investing in our proprietary logistics network, including CastleGate and the Wayfair Delivery Network, as well as in newer categories, such as home improvement and housewares. Even with this substantial ongoing investment in our U.S. business, the U.S. business continues to deliver strong results. In 2017, our team will continue to innovate at a rapid speed to deliver on a number of strategic initiatives that will solidly reinforce Wayfair’s leadership position as the best place to shop for home."


1



Other Fourth Quarter Highlights 
The number of active customers in our Direct Retail business reached 8.3 million as of December 31, 2016, an increase of 53.9% year over year
LTM net revenue per active customer was $395 as of December 31, 2016, an increase of 3.7% year over year
Orders per customer, measured as LTM orders divided by active customers, was 1.70 for the fourth quarter, down from 1.71 year over year
Repeat customers placed 58.0% of total orders in the fourth quarter of 2016, compared to 54.3% in the fourth quarter of 2015
Repeat customers placed 2.7 million orders in the fourth quarter of 2016, an increase of 63.1% year over year
Orders delivered in the fourth quarter of 2016 were 4.7 million, an increase of 52.8% year over year
Average order value was $203 for the fourth quarter of 2016, compared to $222 in the fourth quarter of 2015
In the fourth quarter of 2016, 43.3% of total orders delivered for our Direct Retail business were placed via a mobile device, compared to 36.4% in the fourth quarter of 2015
Webcast and Conference Call
Wayfair will host a conference call and webcast to discuss its fourth quarter and full year 2016 financial results today at 8 a.m. (ET). Investors and participants can access the call by dialing (877) 201-0168 in the U.S. and (647) 788-4901 internationally. The passcode for the conference line is 48296007. The call will also be available via live webcast at investor.wayfair.com along with supporting slides. An archive of the webcast conference call will be available shortly after the call ends. The archived webcast will be available at investor.wayfair.com.
About Wayfair
Wayfair Inc. offers an extensive selection of home furnishings and décor across all styles and price points. The Wayfair family of sites includes:
Wayfair, an online destination for all things home
Joss & Main, where beautiful furniture and finds meet irresistible savings
AllModern, your home for affordable modern design
DwellStudio, a design house with a decidedly modern vibe
Birch Lane, a collection of classic furnishings and timeless home décor
Wayfair generated $3.38 billion in net revenue for full year 2016. Headquartered in Boston, Massachusetts with operations throughout North America and Europe, the company employs more than 5,600 people.
Media Relations Contact:
Jane Carpenter, 617-502-7595
PR@wayfair.com

Investor Relations Contact:
Julia Donnelly
IR@wayfair.com
Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential" or "continue" or the negative of these terms or other similar expressions.

2



Forward-looking statements are based on current expectations of future events. We cannot guarantee that any forward-looking statement will be accurate, although we believe that we have been reasonable in our expectations and assumptions. Investors should realize that if underlying assumptions prove inaccurate or that known or unknown risks or uncertainties materialize, actual results could vary materially from our expectations and projections. Investors are therefore cautioned not to place undue reliance on any forward-looking statements. These forward-looking statements speak only as of the date of this press release and, except as required by applicable law, we undertake no obligation to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.
Non-GAAP Financial Measures
To supplement Wayfair’s unaudited consolidated and condensed financial statements presented in accordance with generally accepted accounting principles ("GAAP"), this earnings release and the accompanying tables and the related earnings conference call contain certain non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA as a percentage of total net revenue ("Adjusted EBITDA Margin"), free cash flow and non-GAAP net loss and diluted net loss per share. Wayfair uses these non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating Wayfair’s ongoing operational performance. Wayfair has provided a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measure in this earnings release.
Adjusted EBITDA and Adjusted EBITDA Margin are non-GAAP financial measures that are calculated as loss before depreciation and amortization, equity-based compensation and related taxes, interest and other income and expense, (benefit from) provision for income taxes, and non-recurring items. Wayfair has included Adjusted EBITDA and Adjusted EBITDA Margin in this earnings release because they are key measures used by its management and its board of directors to evaluate its operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA and Adjusted EBITDA Margin facilitate operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation and related taxes, excludes an item that we do not consider to be indicative of our core operating performance. Investors should, however, understand that equity-based compensation will be a significant recurring expense in our business and an important part of the compensation provided to our employees. Accordingly, Wayfair believes that Adjusted EBITDA and Adjusted EBITDA Margin provide useful information to investors and others in understanding and evaluating our operating results in the same manner as our management and board of directors.
Free cash flow is a non-GAAP financial measure that is calculated as net cash (used in) provided by operating activities less net cash used to purchase property and equipment and site and software development costs. Wayfair believes free cash flow is an important indicator of Wayfair’s business performance, as it measures the amount of cash it generates. Accordingly, Wayfair believes that free cash flow provides useful information to investors and others in understanding and evaluating its operating results in the same manner as its management. 
Non-GAAP diluted net loss per share is a non-GAAP financial measure that is calculated as GAAP net loss plus equity-based compensation and related taxes, (benefit from) provision for income taxes, and non-recurring items divided by weighted average shares. Wayfair believes that adding back equity-based compensation expense and related taxes and (benefit from) provision for income taxes, and non-recurring items as adjustments to its GAAP diluted net loss before calculating per share amounts for all periods presented provides a more meaningful comparison between our operating results from period to period.
Wayfair does not itself, nor does it suggest that investors should, consider such non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors should also note that the non-GAAP financial measures used by Wayfair may not be the same non-GAAP financial measures, and may not be calculated in the same manner, as that of other companies, including other companies in its industry.

3



The following table reflects the reconciliation of net loss to Adjusted EBITDA and Adjusted EBITDA Margin for each of the periods indicated (in thousands): 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Reconciliation of Adjusted EBITDA
 
 

 
 

 
 

 
 

Net loss
 
$
(43,956
)
 
$
(15,495
)
 
$
(194,375
)
 
$
(77,443
)
Depreciation and amortization
 
17,044

 
9,095

 
55,572

 
32,446

Equity based compensation and related taxes
 
14,688

 
9,727

 
51,953

 
32,975

Interest expense (income), net
 
97

 
(387
)
 
(694
)
 
(1,284
)
Other expense (income), net
 
48

 
(176
)
 
(1,756
)
 
(2,718
)
Provision for income taxes
 
53

 
64

 
608

 
95

Adjusted EBITDA
 
$
(12,026
)
 
$
2,828

 
$
(88,692
)
 
$
(15,929
)
 
 
 
 
 
 
 
 
 
Net revenue
 
$
984,559

 
$
739,790

 
$
3,380,360

 
$
2,249,885

Adjusted EBITDA Margin
 
(1.2
)%

0.4
%

(2.6
)%

(0.7
)%
The following table presents Adjusted EBITDA attributable to our segments, and the reconciliation of net loss to consolidated Adjusted EBITDA is presented in the preceding table (in thousands): 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Segment Adjusted EBITDA
 
 
 
 
 
 
 
 
U.S.
 
$
11,992

 
$
17,927

 
$
176

 
$
30,985

International
 
(24,018
)
 
(15,099
)
 
(88,868
)
 
(46,914
)
Adjusted EBITDA
 
$
(12,026
)
 
$
2,828

 
$
(88,692
)
 
$
(15,929
)
 
A reconciliation of GAAP net loss to non-GAAP diluted net loss, the most directly comparable GAAP financial measure, in order to calculate non-GAAP diluted net loss per share, is as follows (in thousands, except per share data):
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Net loss
 
$
(43,956
)
 
$
(15,495
)
 
$
(194,375
)
 
$
(77,443
)
Equity based compensation and related taxes
 
14,688

 
9,727

 
51,953

 
32,975

Provision for income taxes
 
53

 
64

 
608

 
95

Other (1)
 



 

 
(2,997
)
Non-GAAP net loss
 
$
(29,215
)

$
(5,704
)

$
(141,814
)

$
(47,370
)
Non-GAAP net loss per share, basic and diluted
 
$
(0.34
)

$
(0.07
)

$
(1.67
)

$
(0.57
)
Weighted average common shares outstanding, basic and diluted
 
85,567

 
84,191

 
84,977

 
83,726

(1) In the three months and year ended December 31, 2015, we recorded zero and a $3.0 million gain, respectively, from the sale of our Australian business. Because the sale was unrelated to current operations, non-recurring, and neither comparable to current periods or predictive of future results, we have chosen to exclude it from the non-GAAP net loss in evaluating management performance. We recorded this expense in "Other (expense) income, net" in the unaudited consolidated and condensed statements of operations.




4



The following table presents a reconciliation of free cash flow to net cash provided by operating activities for each of the periods indicated (in thousands): 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Net cash provided by operating activities
 
$
73,494

 
$
90,366

 
$
62,814

 
$
135,121

Purchase of property, and equipment
 
(14,863
)
 
(7,953
)
 
(96,707
)
 
(44,648
)
Site and software development costs
 
(9,935
)
 
(4,429
)
 
(31,379
)
 
(17,536
)
Free cash flow
 
$
48,696

 
$
77,984

 
$
(65,272
)
 
$
72,937


Key Financial and Operating Metrics (in thousands, except LTM Net Revenue per Active Customer and Average Order Value) 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Consolidated Financial Metrics
 
 

 
 

 
 

 
 

Net Revenue
 
$
984,559

 
$
739,790

 
$
3,380,360

 
$
2,249,885

Adjusted EBITDA
 
$
(12,026
)
 
$
2,828

 
$
(88,692
)
 
$
(15,929
)
Free cash flow
 
$
48,696

 
$
77,984

 
$
(65,272
)
 
$
72,937

Direct Retail Financial and Operating Metrics
 
 
 
 
 
 
 
 
Direct Retail Net Revenue
 
$
959,008

 
$
685,575

 
$
3,258,909

 
$
2,040,238

Active Customers
 
8,250

 
5,360

 
8,250

 
5,360

LTM Net Revenue per Active Customer
 
$
395

 
$
381

 
$
395

 
$
381

Orders Delivered
 
4,722

 
3,091

 
14,064

 
9,170

Average Order Value
 
$
203

 
$
222

 
$
232

 
$
222


5



Quarterly Financial Metrics
The following tables set forth selected financial quarterly metrics and other financial and operations data for the eight quarters ended December 31, 2016 (in thousands):
 
 
Three months ended
 
 
March 31,
2015
 
June 30,
2015
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 
December 31,
2016
Segment Financial Metrics
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. Direct Retail Net Revenue
 
$
351,313

 
$
418,288

 
$
521,848

 
$
653,962

 
$
672,700

 
$
702,408

 
$
759,674

 
$
858,583

U.S. Other Net Revenue
 
$
49,267

 
$
46,379

 
$
44,379

 
$
50,056

 
$
33,221

 
$
30,265

 
$
28,127

 
$
25,519

U.S. Adjusted EBITDA
 
$
(3,947
)
 
$
7,080

 
$
9,925

 
$
17,927

 
$
(1,039
)
 
$
(2,920
)
 
$
(7,857
)
 
$
11,992

International Direct Retail Net Revenue
 
$
18,082

 
$
22,009

 
$
23,123

 
$
31,613

 
$
39,146

 
$
53,249

 
$
72,724

 
$
100,425

International Other Net Revenue
 
$
5,709

 
$
5,076

 
$
4,622

 
$
4,159

 
$
2,281

 
$
1,006

 
$
1,000

 
$
32

International Adjusted EBITDA
 
$
(8,393
)
 
$
(12,052
)
 
$
(11,370
)
 
$
(15,099
)
 
$
(19,921
)
 
$
(21,937
)
 
$
(22,992
)
 
$
(24,018
)
The following table reflects the reconciliation of net loss to Adjusted EBITDA for each of the periods indicated (in thousands):
 
 
Three months ended
 
 
March 31,
2015
 
June 30,
2015
 
September 30,
2015
 
December 31,
2015
 
March 31,
2016
 
June 30,
2016
 
September 30,
2016
 
December 31,
2016
Net loss
 
$
(27,136
)
 
$
(19,334
)
 
$
(15,478
)
 
$
(15,495
)
 
$
(41,205
)
 
$
(48,274
)
 
$
(60,940
)
 
$
(43,956
)
Depreciation and amortization
 
6,744

 
7,400

 
9,207

 
9,095

 
10,487

 
12,578

 
15,463

 
17,044

Equity based compensation and related taxes
 
8,162

 
7,101

 
7,985

 
9,727

 
10,662

 
11,295

 
15,308

 
14,688

Interest (income) expense, net
 
(264
)
 
(308
)
 
(325
)
 
(387
)
 
(552
)
 
(531
)
 
292

 
97

Other expense (income), net
 
108

 
96

 
(2,746
)
 
(176
)
 
(669
)
 
(246
)
 
(889
)
 
48

Provision for (benefit from) income taxes
 
46

 
73

 
(88
)
 
64

 
317

 
321

 
(83
)
 
53

Adjusted EBITDA
 
$
(12,340
)
 
$
(4,972
)
 
$
(1,445
)
 
$
2,828

 
$
(20,960
)
 
$
(24,857
)
 
$
(30,849
)
 
$
(12,026
)


6



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
December 31,
 
 
2016
 
2015
Assets
 
 

 
 

Current assets
 
 

 
 

Cash and cash equivalents
 
$
279,840

 
$
334,176

Short-term investments
 
68,743

 
51,895

Accounts receivable, net of allowance of $3,115 and $2,767 at December 31, 2016 and December 31, 2015, respectively
 
19,113

 
9,906

Inventories
 
18,550

 
19,900

Prepaid expenses and other current assets
 
90,845

 
76,446

Total current assets
 
477,091

 
492,323

Property and equipment, net
 
239,354

 
112,325

Goodwill and intangible assets, net
 
4,230

 
3,702

Long-term investments
 
30,967

 
79,883

Other noncurrent assets
 
10,041

 
6,348

Total assets
 
$
761,683

 
$
694,581

Liabilities and Stockholders' Equity
 
 

 
 

Current liabilities
 
 

 
 

Accounts payable
 
$
379,493

 
$
270,913

Accrued expenses
 
67,807

 
51,560

Deferred revenue
 
65,892

 
50,884

Other current liabilities
 
44,028

 
23,669

Total current liabilities
 
557,220

 
397,026

Lease financing obligation
 
28,900

 

Other liabilities
 
96,179

 
55,010

Total liabilities
 
682,299

 
452,036

 
 
 
 
 
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at December 31, 2016 and December 31, 2015
 

 

Stockholders’ equity:
 
 

 
 

Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 49,945,202 and 45,814,237 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
 
50

 
46

Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 35,885,692 and 38,496,562 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively
 
36

 
38

Additional paid-in capital
 
409,225

 
378,162

Accumulated deficit
 
(329,940
)
 
(135,565
)
Accumulated other comprehensive gain (loss)
 
13

 
(136
)
Total stockholders' equity
 
79,384

 
242,545

Total liabilities and stockholders' equity
 
$
761,683

 
$
694,581


7



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2016
 
2015
 
2016
 
2015
Net revenue
 
$
984,559

 
$
739,790

 
$
3,380,360

 
$
2,249,885

Cost of goods sold (1)
 
745,979

 
564,088

 
2,572,549

 
1,709,161

Gross profit
 
238,580

 
175,702

 
807,811

 
540,724

Operating expenses:
 
 

 
 

 
 

 
 

Customer service and merchant fees (1)
 
36,597

 
25,813

 
127,883

 
81,230

Advertising
 
115,689

 
87,975

 
409,125

 
278,224

Merchandising, marketing and sales (1)
 
47,856

 
32,018

 
177,535

 
106,149

Operations, technology, general and administrative (1)
 
82,196

 
45,890

 
289,485

 
156,471

Total operating expenses
 
282,338

 
191,696

 
1,004,028

 
622,074

Loss from operations
 
(43,758
)
 
(15,994
)
 
(196,217
)
 
(81,350
)
Interest (expense) income, net
 
(97
)
 
387

 
694

 
1,284

Other (expense) income, net
 
(48
)
 
176

 
1,756

 
2,718

Loss before income taxes
 
(43,903
)
 
(15,431
)
 
(193,767
)
 
(77,348
)
Provision for income taxes
 
53

 
64

 
608

 
95

Net loss
 
$
(43,956
)
 
$
(15,495
)
 
$
(194,375
)
 
$
(77,443
)
Net loss per share, basic and diluted
 
$
(0.51
)
 
$
(0.18
)
 
$
(2.29
)
 
$
(0.92
)
Weighted average number of common stock outstanding used in computer per share amounts, basic and diluted
 
85,567

 
84,191

 
84,977

 
83,726

 

(1) Includes equity based compensation and related taxes as follows:
Cost of goods sold
 
$
117

 
$
34

 
$
474

 
$
280

Customer service and merchant fees
 
620

 
264

 
2,108

 
1,007

Merchandising, marketing and sales
 
7,398

 
4,952

 
24,308

 
15,436

Operations, technology, general and administrative
 
6,553

 
4,477

 
25,063

 
16,252

 
 
$
14,688

 
$
9,727

 
$
51,953

 
$
32,975


8



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
Year Ended December 31,
 
 
2016
 
2015
Cash flows from operating activities
 
 

 
 

Net loss
 
$
(194,375
)
 
$
(77,443
)
Adjustments to reconcile net loss to net cash used in operating activities
 
 

 
 

Depreciation and amortization
 
55,572

 
32,446

Equity based compensation
 
49,402

 
31,015

Gain on sale of a business
 

 
(2,997
)
Other non-cash adjustments
 
331

 
3,027

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(9,217
)
 
(4,033
)
Inventories
 
1,351

 
(131
)
Prepaid expenses and other current assets
 
(16,179
)
 
(29,513
)
Accounts payable and accrued expenses
 
126,013

 
135,855

Deferred revenue and other liabilities
 
51,914

 
47,031

Other assets
 
(1,998
)
 
(136
)
Net cash provided by operating activities
 
62,814


135,121

 
 
 
 
 
Cash flows from investing activities
 
 
 
 

Purchase of short-term and long-term investments
 
(88,112
)
 
(207,303
)
Sale and maturities of short-term investments
 
119,810

 
133,596

Purchase of property and equipment
 
(96,707
)
 
(44,648
)
Site and software development costs
 
(31,379
)
 
(17,536
)
Cash received from the sale of a business (net of cash sold)
 
1,508

 
2,860

Other investing activities, net
 
(1,000
)
 
(4,697
)
Net cash used in investing activities
 
(95,880
)

(137,728
)
 
 
 
 
 
Cash flows from financing activities
 
 
 
 

Taxes paid related to net share settlement of equity awards
 
(21,092
)
 
(19,111
)
Net proceeds from exercise of stock options
 
209

 
495

Net cash used in financing activities
 
(20,883
)
 
(18,616
)
Effect of exchange rate changes on cash and cash equivalents
 
(387
)
 
(460
)
Net decrease in cash and cash equivalents
 
(54,336
)

(21,683
)
Cash and cash equivalents
 
 
 
 
Beginning of year
 
334,176

 
355,859

End of year
 
$
279,840

 
$
334,176



9