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8-K - 8-K - Wayfair Inc.a2015-12x31form8xk.htm


Exhibit 99.1
 
Wayfair Announces Fourth Quarter and Full Year 2015 Results
 
Q4 Direct Retail Revenue Growth of 97.8% Year over Year to $685.6 million
Q4 Total Net Revenue Growth of 81.0% Year over Year to $739.8 million
Full Year 2015 Total Net Revenue Growth of 70.6% to $2.25 billion
5.4 million Active Customers, up 66.6% Year over Year
 
BOSTON, MA — February 25, 2016 Wayfair Inc. (NYSE: W), one of the world’s largest online destinations for home furnishings and décor, today reported financial results for its fourth quarter and full year ended December 31, 2015.
 
Fourth Quarter 2015 Financial Highlights
 
Direct Retail revenue, consisting of sales generated primarily through the sites of Wayfair’s five brands, increased $338.9 million to $685.6 million, up 97.8% year over year
Total net revenue increased $331.2 million to $739.8 million, up 81.0% year over year
Gross profit was $175.7 million or 23.8% of total net revenue, compared to 24.1% of total net revenue in the same quarter last year
Adjusted EBITDA was $2.8 million or 0.4% of total net revenue
GAAP net loss was $15.5 million
GAAP basic and diluted net loss per share was $0.18
Non-GAAP diluted net loss per share was $0.07
Non-GAAP free cash flow was $78.0 million
At the end of the fourth quarter, cash, cash equivalents, and short-term and long-term investments totaled $466.0 million

Full Year 2015 Financial Highlights
 
Direct Retail revenue increased $938.6 million to $2.0 billion, up 85.2% year over year
Total net revenue increased $930.9 million to $2.25 billion, up 70.6% year over year
Adjusted EBITDA was negative $15.9 million or negative 0.7% of total net revenue
GAAP net loss was $77.4 million
Non-GAAP free cash flow was $72.9 million
 
“We are excited to report an incredibly strong fourth quarter and tremendous overall growth for Wayfair in 2015 with the business reaching $2.25 billion in full year net revenues,” said Niraj Shah, CEO, co-founder and co-chairman, Wayfair. “We continue to grow both our new customer base and our repeat business with an exceptional shopping experience that redefines what is possible in home retail. We remain firmly focused on delighting our customers as we continue to innovate and raise the bar in terms of selection, service and design inspiration. We look forward to making great strides in 2016 as we continue to build the Wayfair brand in the United States and ramp up our investment in Europe and Canada.”

Other Fourth Quarter and Full Year Highlights 

The number of active customers in our Direct Retail business reached 5.4 million as of December 31, 2015, up 66.6% year over year
LTM net revenue per active customer increased to $381, up 11.4% year over year
Orders per customer, measured as LTM orders divided by active customers, increased to 1.71 for the fourth quarter, up from 1.63 year over year
Repeat customers placed 54.3% of total orders in the fourth quarter of 2015, compared to 50.3% in the fourth quarter of 2014
Repeat customers placed 1.7 million orders in the fourth quarter of 2015, an increase of 96.1% year over year
For the full year 2015, repeat customers placed 5.0 million orders, an increase of 92.3% year over year
Orders delivered in the fourth quarter of 2015 were 3.1 million, an increase of 81.7% year over year

1



For the Full Year 2015, orders delivered were 9.2 million, an increase of 75.1% year over year
Average order value was $222 for the fourth quarter of 2015, an increase of 8.8% year over year
In the fourth quarter of 2015, 36.4% of total orders delivered for our Direct Retail business were placed via a mobile device, up from 29.7% in the fourth quarter of 2014
 
Conference Call
 
Wayfair will host a conference call and webcast to discuss its fourth quarter and full year 2015 financial results today at 8:00 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 37085597. 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 brands includes:
 
Wayfair.com, an online destination for all things home
Joss & Main, where beautiful furniture and finds meet irresistible savings
AllModern, a go-to online source for modern design
DwellStudio, a design house for fashion-forward modern furnishings
Birch Lane, a collection of classic furnishings and timeless home décor
 
Wayfair generated $2.25 billion in net revenues for full year 2015. The company employed 3,809 people as of December 31, 2015 and is headquartered in Boston, Massachusetts with operations throughout North America and Europe.
 
Media Relations Contact:
Jane Carpenter, 617-502-7595
jcarpenter@wayfair.com
 
Investor Relations Contact:
Kate Gulliver, 617-880-8108
IR@wayfair.com

Forward-Looking Statements
 
This earnings release contains “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statement regarding the growth of the brand in 2016. These forward-looking statements are made as of the date they were first issued and were based on current expectations, estimates, forecasts and projections as well as the beliefs and assumptions of management. Words such as “expect,” “anticipate,” “should,” “believe,” “hope,” “target,” “project,” “goals,” “estimate,” “potential,” “predict,” “may,” “will,” “might,” “could,” “intend,” variations of these terms or the negative of these terms and similar expressions are intended to identify these forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. The Company’s actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to: our ability to acquire new customers, our ability to sustain and/or manage our growth, our ability to increase our total net revenue per active customer, our ability to build and maintain strong brands and other risks detailed in the Company’s other publicly available filings with the Securities and Exchange Commission. The forward-looking statements included in this earnings release represent the Company’s views as of the date of this earnings release. The Company anticipates that subsequent events and developments will cause its views to change. The Company undertakes no intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.


2



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 and provision for income taxes. 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 managers 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 managers.
 
Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by operating activities less net cash used to purchase property and equipment including leasehold improvements 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 attributable to common stockholders plus accretion of convertible redeemable preferred units, 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 accretion of convertible redeemable preferred units, equity-based compensation expense and related tax 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.


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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,
 
 
2015
 
2014
 
2015
 
2014
Reconciliation of Adjusted EBITDA
 
 

 
 

 
 

 
 

Net loss
 
$
(15,495
)
 
$
(72,554
)
 
$
(77,443
)
 
$
(148,098
)
Depreciation and amortization
 
9,095

 
7,565

 
32,446

 
22,003

Equity based compensation and related taxes
 
9,727

 
57,716

 
32,975

 
63,244

Interest (income), net
 
(387
)
 
(128
)
 
(1,284
)
 
(350
)
Other (income) expense, net
 
(176
)
 
84

 
(2,718
)
 
489

Provision for income taxes
 
64

 
99

 
95

 
175

Adjusted EBITDA
 
$
2,828

 
$
(7,218
)
 
$
(15,929
)
 
$
(62,537
)
 
 
 
 
 
 
 
 
 
Net revenue
 
$
739,790

 
$
408,619

 
$
2,249,885

 
$
1,318,951

Adjusted EBITDA Margin
 
0.4
%

(1.8
)%

(0.7
)%

(4.7
)%
 
A reconciliation of GAAP net loss attributable to common stockholders 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,
 
 
2015
 
2014
 
2015
 
2014
Net loss attributable to common stockholders
 
$
(15,495
)
 
$
(58,122
)
 
$
(77,443
)
 
$
(150,169
)
Accretion of convertible redeemable preferred units
 

 
(14,432
)
 

 
2,071

Equity based compensation and related taxes
 
9,727

 
57,716

 
32,975

 
63,244

Provision for income taxes
 
64

 
99

 
95

 
175

Other (1)
 



 
(2,997
)
 

Non-GAAP net loss
 
$
(5,704
)

$
(14,739
)

$
(47,370
)

$
(84,679
)
Non-GAAP net loss per share, basic and diluted
 
$
(0.07
)

$
(0.18
)

$
(0.57
)

$
(1.02
)
Weighted average common shares outstanding, basic and diluted
 
84,191

 
80,078

 
83,726

 
50,642

Adjustment to reflect the issuance of shares in connection with the IPO, conversion of preferred stock and vesting of equity compensation (2)
 

 
2,943

 

 
32,379

Non-GAAP Weighted average shares used to compute diluted net loss per share
 
84,191


83,021


83,726


83,021

 
(1) In the three months and year ended December 31, 2015, we recorded zero and $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 prior 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 income (expense), net” in the unaudited consolidated and condensed statements of operations.
(2) Weighted average shares used to compute non-GAAP diluted net loss per share for the three and twelve months ended December 31, 2014 includes the impact of share issuances and share conversions at our initial public offering and through December 31, 2014 as if they occurred at the beginning of the 2014 periods presented.



4



The following table presents a reconciliation of free cash flow to net cash provided by (used in) operating activities for each of the periods indicated (in thousands):
 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2015
 
2014
 
2015
 
2014
Net cash provided by operating activities
 
$
90,366

 
$
54,962

 
$
135,121

 
$
4,125

Purchase of property, equipment, and leasehold improvements
 
(7,953
)
 
(687
)
 
(44,648
)
 
(31,855
)
Site and software development costs
 
(4,429
)
 
(3,487
)
 
(17,536
)
 
(14,130
)
Free cash flow
 
$
77,984

 
$
50,788

 
$
72,937

 
$
(41,860
)

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,
 
 
2015
 
2014
 
2015
 
2014
Consolidated Financial Metrics
 
 

 
 

 
 

 
 

Net Revenue
 
$
739,790

 
$
408,619

 
$
2,249,885

 
$
1,318,951

Adjusted EBITDA
 
$
2,828

 
$
(7,218
)
 
$
(15,929
)
 
$
(62,537
)
Free cash flow
 
$
77,984

 
$
50,788

 
$
72,937

 
$
(41,860
)
Direct Retail Financial and Operating Metrics
 
 
 
 
 
 
 
 
Direct Retail Net Revenue
 
$
685,573

 
$
346,650

 
$
2,040,238

 
$
1,101,686

Active Customers
 
5,360

 
3,217

 
5,360

 
3,217

LTM Net Revenue per Active Customer
 
$
381

 
$
342

 
$
381

 
$
342

Orders Delivered
 
3,091

 
1,701

 
9,170

 
5,237

Average Order Value
 
$
222

 
$
204

 
$
222

 
$
210


5



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED BALANCE SHEETS
(In thousands, except share and per share data)
(Unaudited)
 
 
 
December 31,
 
 
2015
 
2014
Assets
 
 

 
 

Current assets
 
 

 
 

Cash and cash equivalents
 
$
334,176

 
$
355,859

Short-term investments
 
51,895

 
60,000

Accounts receivable, net of allowance of $2,767 and $2,545 at December 31, 2015 and December 31, 2014, respectively
 
9,906

 
5,949

Inventories
 
19,900

 
19,798

Prepaid expenses and other current assets
 
76,446

 
45,262

Total current assets
 
492,323

 
486,868

Property and equipment, net
 
112,325

 
60,639

Goodwill and intangible assets, net
 
3,702

 
6,478

Long-term investments
 
79,883

 

Other noncurrent assets
 
6,348

 
1,538

Total assets
 
$
694,581

 
$
555,523

Liabilities and Stockholders' Equity
 
 

 
 

Current liabilities
 
 

 
 

Accounts payable
 
$
270,913

 
$
147,873

Accrued expenses
 
51,560

 
42,335

Deferred revenue
 
50,884

 
26,784

Other current liabilities
 
23,669

 
15,600

Total current liabilities
 
397,026

 
232,592

Other liabilities
 
55,010

 
17,392

Total liabilities
 
452,036

 
249,984

 
 
 
 
 
Convertible preferred stock, $0.001 par value per share: 10,000,000 shares authorized and none issued at December 31, 2015 and December 31, 2014
 

 

Stockholders’ equity:
 
 

 
 

Class A common stock, par value $0.001 per share, 500,000,000 shares authorized, 45,814,237 and 37,002,874 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively
 
46

 
37

Class B common stock, par value $0.001 per share, 164,000,000 shares authorized, 38,496,562 and 46,179,192 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively
 
38

 
46

Additional paid-in capital
 
378,162

 
363,944

Accumulated deficit
 
(135,565
)
 
(58,122
)
Accumulated other comprehensive loss
 
(136
)
 
(366
)
Total stockholders’ equity
 
242,545

 
305,539

Total liabilities and stockholders’ equity
 
$
694,581

 
$
555,523


6



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
 
 
 
Three months ended December 31,
 
Year Ended December 31,
 
 
2015
 
2014
 
2015
 
2014
Net revenue
 
$
739,790

 
$
408,619

 
$
2,249,885

 
$
1,318,951

Cost of goods sold (1)
 
564,088

 
310,209

 
1,709,161

 
1,007,853

Gross profit
 
175,702

 
98,410

 
540,724

 
311,098

Operating expenses:
 
 

 
 

 
 

 
 

Customer service and merchant fees (1)
 
25,813

 
18,483

 
81,230

 
55,804

Advertising
 
87,975

 
54,806

 
278,224

 
191,284

Merchandising, marketing and sales (1)
 
32,018

 
38,245

 
106,149

 
80,113

Operations, technology, general and administrative (1)
 
45,693

 
59,143

 
155,580

 
130,701

Amortization of acquired intangible assets
 
197

 
232

 
891

 
980

Total operating expenses
 
191,696

 
170,909

 
622,074

 
458,882

Loss from operations
 
(15,994
)
 
(72,499
)
 
(81,350
)
 
(147,784
)
Interest income, net
 
387

 
128

 
1,284

 
350

Other income (expense), net
 
176

 
(84
)
 
2,718

 
(489
)
Loss before income taxes
 
(15,431
)
 
(72,455
)
 
(77,348
)
 
(147,923
)
(Benefit from) provision for income taxes
 
64

 
99

 
95

 
175

Net loss
 
(15,495
)
 
(72,554
)
 
(77,443
)
 
(148,098
)
Accretion of convertible redeemable preferred units
 

 
14,432

 

 
(2,071
)
Net loss attributable to common stockholders
 
$
(15,495
)
 
$
(58,122
)
 
$
(77,443
)
 
$
(150,169
)
Net loss attributable to common stockholders per share, basic and diluted
 
$
(0.18
)
 
$
(0.73
)
 
$
(0.92
)
 
$
(2.97
)
Weighted average common shares outstanding, basic and diluted
 
84,191

 
80,078

 
83,726

 
50,642

 

(1) Includes equity based compensation and related taxes as follows:
Cost of goods sold
 
$
34

 
$
369

 
$
280

 
$
369

Customer service and merchant fees
 
264

 
2,012

 
1,007

 
2,265

Merchandising, marketing and sales
 
4,952

 
24,460

 
15,436

 
28,514

Operations, technology, general and administrative
 
4,477

 
30,875

 
16,252

 
32,096

 
 
$
9,727

 
$
57,716

 
$
32,975

 
$
63,244


7



WAYFAIR INC.
 
CONSOLIDATED AND CONDENSED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
 
 
Year Ended December 31,
 
 
2015
 
2014
Cash flows from operating activities
 
 

 
 

Net loss
 
$
(77,443
)
 
$
(148,098
)
Adjustments to reconcile net loss to net cash used in operating activities
 
 

 
 

Depreciation and amortization
 
32,446

 
22,003

Equity based compensation
 
31,015

 
60,809

Gain on sale of a business
 
(2,997
)
 

Other non-cash adjustments
 
3,027

 
570

Changes in operating assets and liabilities:
 
 
 
 
Accounts receivable
 
(4,033
)
 
1,741

Inventories
 
(131
)
 
(4,835
)
Prepaid expenses and other current assets
 
(29,513
)
 
(20,143
)
Accounts payable and accrued expenses
 
135,855

 
59,521

Deferred revenue and other liabilities
 
47,031

 
32,616

Other assets
 
(136
)
 
(59
)
Net cash provided by operating activities
 
135,121


4,125

 
 
 
 
 
Cash flows from investing activities
 
 
 
 

Purchase of short-term and long-term investments
 
(207,303
)
 
(135,000
)
Sale and maturities of short-term investments
 
133,596

 
125,019

Purchase of property and equipment
 
(44,648
)
 
(31,855
)
Site and software development costs
 
(17,536
)
 
(14,130
)
Cash received from the sale of a business (net of cash sold)
 
2,860

 

Other investing activities, net
 
(4,697
)
 
531

Net cash used in investing activities
 
(137,728
)

(55,435
)
 
 
 
 
 
Cash flows from financing activities
 
 
 
 

Taxes paid related to net share settlement of equity awards
 
(19,111
)
 
(27,985
)
Net proceeds from exercise of stock options
 
495

 
12

Net proceeds from issuance of Series B convertible redeemable preferred units
 

 
154,774

Repurchase of common units
 

 
(23,500
)
Dividends paid to Series A convertible redeemable preferred holders
 

 
(39,516
)
Repurchase of employee equity
 

 
(5,528
)
Proceeds from initial public offering, net of fees
 

 
282,893

Net cash (used in) provided by financing activities
 
(18,616
)
 
341,150

Effect of exchange rate changes on cash and cash equivalents
 
(460
)
 
730

Net (decrease) increase in cash and cash equivalents
 
(21,683
)

290,570

Cash and cash equivalents
 
 
 
 
Beginning of year
 
355,859

 
65,289

End of year
 
$
334,176

 
$
355,859



8