Beyond (BYON) came out with a quarterly loss of $0.42 per share versus the Zacks Consensus Estimate of a loss of $0.67. This compares to loss of $1.22 per share a year ago. These figures are adjusted for non-recurring items.This quarterly report represents an earnings surprise of 37.31%. A quarter ago, it was expected that this online discount retailer would post a loss of $0.74 per share when it actually produced a loss of $0.91, delivering a surprise of -22.97%.Over the last four quarters, the company has ...

Wall Street expects a year-over-year increase in earnings on lower revenues when Wayfair (W) reports results for the quarter ended March 2025. While this widely-known consensus outlook is important in gauging the company's earnings picture, a powerful factor that could impact its near-term stock price is how the actual results compare to these estimates.The stock might move higher if these key numbers top expectations in the upcoming earnings report, which is expected to be released on May 1. On the other h ...

Economic Risks and Market Conditions - The company is facing risks from global economic conditions, including inflation, geopolitical tensions, and changes in consumer confidence, which may adversely affect financial performance [69]. - Recent tariffs imposed by the U.S. on imports from China, where a substantial portion of the company's products are manufactured, could lead to increased costs and reduced margins [73]. - Price competition and industry-wide pricing pressures may adversely affect the company's operating results and financial condition [85]. - Supply chain disruptions, including those caused by geopolitical tensions and tariffs, could adversely affect product availability and costs [126]. - Currency fluctuations may increase costs for goods sourced from foreign suppliers, impacting profitability [127]. - The company is exposed to potential new regulations and taxes that could significantly increase operational costs and affect financial results [177]. Operational Efficiency and Cost Management - The company has implemented a cost efficiency plan, including workforce reductions, to improve organizational efficiency, impacting approximately 730 employees in the German market [76]. - The company is investing heavily in customer acquisition through various advertising channels, but the effectiveness and cost-efficiency of these efforts remain uncertain [79]. - The company aims to reduce its Scope 1 and 2 greenhouse gas emissions by 63% by 2035 compared to a 2020 baseline [89]. - The company is exploring new suppliers outside of China to mitigate tariff exposure, but there is no assurance of offsetting increased costs [73]. - The company may incur significant costs to attract qualified employees due to competitive labor markets and inflationary pressures [149]. - The company may need to adopt alternative strategies such as reducing planned expenses, selling assets, or obtaining additional equity or debt financing to manage liquidity needs [164]. Customer Engagement and Loyalty Programs - A new loyalty program is expected to attract customers and encourage repeat purchases, but its success is contingent on execution and customer response [81]. - The company aims to increase net revenue per active customer by enhancing customer engagement and loyalty, which is critical for growth prospects [82]. - The company launched Wayfair Rewards in October 2024, a new loyalty program that requires an annual membership fee [94]. - The company maintains a membership rewards program, Wayfair Rewards, which generates net revenue based on spending activity and profitability of the card portfolio [372]. Financial Performance and Profitability - Wayfair Inc. reported net revenue of $11,851 million for the year ended December 31, 2024, a decrease of 1.3% from $12,003 million in 2023 [335]. - The company recorded a net loss of $492 million for 2024, an improvement from a net loss of $738 million in 2023 [335]. - The accumulated deficit grew to $4,510 million in 2024, compared to $4,018 million in 2023 [333]. - The company has incurred losses in fiscal years 2022, 2023, and 2024, raising concerns about future profitability [102]. - The company's earnings guidance is subject to significant uncertainties, including macroeconomic conditions and consumer spending patterns, which may not materialize as expected [136]. Competition and Market Position - The company faces intense competition in the e-commerce sector, with competitors having greater resources and capabilities, which could impact its market position [117]. - The company may need to increase advertising and promotional expenditures to attract online consumers, especially in markets without physical stores [118]. - Maintaining strong brand reputation is essential for customer retention, and negative publicity could harm the company's growth prospects [86]. Technology and Infrastructure Risks - The company’s technology infrastructure is critical for its operations, and any system interruptions could harm its business [103]. - The company relies solely on Google Cloud for certain business operations, which poses a risk of operational disruption if there are issues with the service [109]. - Cybersecurity incidents could lead to substantial harm to the company's operations, reputation, and financial results, with potential legal and regulatory repercussions [111]. Regulatory and Compliance Challenges - The company is subject to evolving regulations regarding privacy and data protection, which may require substantial changes to its data processing practices and incur additional compliance costs [172]. - Unfavorable changes in government regulations related to e-commerce could impede the company's growth and adversely affect its operating results [169]. - The company may incur additional tax expenses or face tax exposure due to audits and potential changes in tax laws, which could significantly affect its financial condition [176]. Debt and Financial Obligations - As of December 31, 2024, the company had $3.2 billion of principal indebtedness outstanding, with $236 million classified as short-term debt [161]. - The company has authorized a stock repurchase program of up to $1.0 billion, following a previous program of $700 million [159]. - The company has unsecured convertible senior notes with varying interest rates, including 0.625% due in 2025 and 7.250% due in 2029 [161]. - The company's ability to refinance its indebtedness may depend on its financial condition, credit rating, and the overall condition of financial markets [166]. Market and Stock Performance - The company's Class A common stock has experienced volatility, which may continue to affect its market price and trading volume [180]. - The company’s stock price may be negatively affected by short selling and negative information published by market participants [186].

Financial Data and Key Metrics Changes - Net revenue for Q4 2024 was $3.1 billion, up 0.2% year-over-year, driven by a 1.1% increase in the U.S. segment [38][39] - Adjusted EBITDA for the quarter was nearly $100 million, with a margin of 3.1%, and for the full year, it reached $453 million at a 3.8% margin [9][48] - Free cash flow for 2024 was $83 million, indicating significant improvement in the financial profile [50] Business Line Data and Key Metrics Changes - The U.S. segment showed strong performance with an 8% sequential growth during the holiday period, despite a 6% compression in average order value (AOV) [39] - Customer service and merchant fees accounted for 3.7% of net revenue, while advertising expenses were at 13.7%, expected to be the peak for this line item [42] Market Data and Key Metrics Changes - The company noted a challenging macro environment, particularly in the housing market, affecting consumer spending on home goods [12][30] - The exit from the German market was highlighted as a strategic move to focus on higher ROI initiatives elsewhere [30] Company Strategy and Development Direction - The company aims to leverage its competitive advantages in logistics, merchandising, and technology to capture market share, even in a tough market [13][22] - Plans for 2025 include focusing on competitive differentiation and expanding growth initiatives, with a commitment to driving adjusted EBITDA dollars [23][36] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism, expecting the market to remain challenging but focusing on executing strategies to gain market share [68][70] - The technology re-platforming is seen as a significant enabler for future growth, allowing for better feature implementation and customer experience [72][100] Other Important Information - The company has invested in a proprietary logistics network, which has become a key competitive advantage, improving delivery speed and customer satisfaction [14][16] - The Wayfair Verified initiative aims to enhance customer trust by highlighting products that meet high-quality standards [18][19] Q&A Session Summary Question: What were the biggest drivers of app performance in Q4? - Management noted that the holiday season's success was due to effective marketing and product assortment strategies, leading to share gains despite a challenging market [60][66] Question: How does the company view pricing investments in the context of tariffs? - Management explained that pricing strategies are based on price elasticity rather than supplier cost inputs, with a focus on optimizing outcomes for customers [92][96] Question: Can you elaborate on the initiatives for modernizing the merchandising platform? - The company is working on integrating suppliers' product information management systems to reduce friction and enhance the supplier experience [101][104]

Exhibit 99.1 Wayfair Announces Fourth Quarter and Full Year 2024 Results, Reports Positive Year-Over-Year Growth with Strong Profitability Q4 Net Revenue of $3.1 billion with 21.4 million Active Customers BOSTON, MA — February 20, 2025 — Wayfair Inc. ("Wayfair," "we," or "our") (NYSE: W), the destination for all things home, today reported financial results for its fourth quarter and full year ended December 31, 2024. Fourth Quarter 2024 Financial Highlights Full Year 2024 Financial Highlights "The fourth q ...

Revenue Performance - Net revenue decreased by 2.0% to $2.884 billion in Q3 2024 compared to $2.944 billion in Q3 2023, driven by lower order volume[104][112] - U.S. net revenue decreased by 2.3% to $2.512 billion in Q3 2024, while international net revenue remained constant at $372 million[112][113] - Net revenue decreased by $159 million (1.8%) to $8,730 million in the nine months ended September 30, 2024, driven by lower order volume and macroeconomic pressures[133] Customer Metrics - Active customers remained flat at 22 million, with 79.9% of orders coming from repeat buyers in Q3 2024[104] - Average order value increased to $310 in Q3 2024 from $297 in Q3 2023[111] - Orders delivered decreased to 9 million in Q3 2024 from 10 million in Q3 2023[111] - LTM net revenue per active customer increased to $545 in Q3 2024 from $538 in Q3 2023[111] Cost of Goods Sold and Operating Expenses - Cost of goods sold decreased by 0.8% to $2.011 billion in Q3 2024, but increased as a percentage of net revenue to 69.7% from 68.9% in Q3 2023[114][115] - Cost of goods sold decreased by $69 million (1.1%) to $6,097 million in the nine months ended September 30, 2024, due to operational cost savings and lower order volume[135] - Total operating expenses decreased by $122 million (11.4%) to $947 million in Q3 2024 compared to $1,069 million in Q3 2023, primarily due to reduced compensation costs[117] - Selling, operations, technology, general and administrative expenses decreased by $116 million (19.5%) to $480 million in Q3 2024, driven by lower compensation costs[117] - Selling, operations, technology, general and administrative expenses decreased by $213 million, or 15.0%, for the nine months ended September 30, 2024, compared to the same period in 2023[144] Advertising Expenses - Advertising expenses increased by $17 million (5.0%) to $354 million in Q3 2024, reflecting renewed investment opportunities and changing market conditions[123] - Advertising expenses increased by $27 million (2.7%) to $1,043 million in the nine months ended September 30, 2024, reflecting strategic investments in response to market conditions[143] - Advertising expenses increased to 11.9% of net revenue for the nine months ended September 30, 2024, compared to 11.4% in the same period in 2023[144] Compensation and Related Costs - Equity-based compensation and related taxes decreased by $48 million (33.3%) in Q3 2024 compared to Q3 2023, primarily due to fewer vested restricted stock units[118] - Equity-based compensation and related taxes decreased by $142 million (31.1%) in the nine months ended September 30, 2024, driven by fewer vested restricted stock units[140] - Customer service and merchant fees decreased by $21 million (16.3%) in Q3 2024, excluding equity-based compensation, due to reduced compensation costs[120] - Customer service and merchant fees decreased by $61 million (15.4%) in the nine months ended September 30, 2024, excluding equity-based compensation, due to reduced compensation costs[141] Financial Performance Metrics - Adjusted EBITDA increased to $119 million in Q3 2024 from $100 million in Q3 2023[111] - Free Cash Flow was negative $9 million in Q3 2024 compared to positive $42 million in Q3 2023[111] - Adjusted Diluted Earnings per Share improved to $0.22 in Q3 2024 from a loss of $0.13 per share in Q3 2023[111] - Adjusted EBITDA for the nine months ended September 30, 2024, was $357 million, compared to $214 million in the same period in 2023[181] - Free Cash Flow for the nine months ended September 30, 2024, was -$19 million, compared to -$64 million in the same period in 2023[185] - Adjusted Diluted Earnings (Loss) per Share for the nine months ended September 30, 2024, was $0.38, compared to -$1.02 in the same period in 2023[191] - Net loss for the nine months ended September 30, 2024, was $364 million, compared to $564 million in the same period in 2023[181] Restructuring and Impairment Charges - Restructuring charges increased by $14 million, or 21.5%, for the nine months ended September 30, 2024, compared to the same period in 2023[146] - Restructuring charges for the nine months ended September 30, 2024, were $79 million, primarily due to one-time employee severance and benefit costs[182] - Impairment and other related net charges decreased by $12 million, or 85.7%, for the nine months ended September 30, 2024, compared to the same period in 2023[145] Cash Flow and Capital Expenditures - Net cash provided by operating activities decreased by $36 million for the nine months ended September 30, 2024, compared to the same period in 2023[170] - Capital Expenditures were 2.0% of net revenue for the nine months ended September 30, 2024, primarily for equipment purchases and improvements in leased warehouses and proprietary technology investments[172] - Cash flows from financing activities decreased by $74 million during the nine months ended September 30, 2024, compared to the same period in 2023, due to the net impact of debt and other financing transactions[174] - Net cash provided by operating activities for the nine months ended September 30, 2024, was $155 million, compared to $191 million in the same period in 2023[185] - Purchase of property and equipment for the nine months ended September 30, 2024, was $53 million, compared to $101 million in the same period in 2023[185] - Site and software development costs for the nine months ended September 30, 2024, were $121 million, compared to $154 million in the same period in 2023[185] Other Financial Metrics - Interest expense, net remained constant at $15 million for the nine months ended September 30, 2024, compared to the same period in 2023[148] - Other income (expense), net increased by $5 million, or 250.0%, for the nine months ended September 30, 2024, compared to the same period in 2023[149] - Gain on debt extinguishment decreased by $100 million, or 100.0%, for the nine months ended September 30, 2024, compared to the same period in 2023[151] - Provision for income taxes, net increased by $2 million, or 33.3%, for the nine months ended September 30, 2024, compared to the same period in 2023[153] - Cash and cash equivalents and short-term investments totaled $1.3 billion as of September 30, 2024[155] Market Risk and Other Notes - No significant changes in the company's exposures to market risk since December 31, 2023[198]

Financial Data and Key Metrics Changes - Net revenue decreased by 2% year-over-year in Q3 2024, and down approximately 7.5% sequentially, driven by a 6.1% decline in orders, partially offset by a 4.4% increase in average order value (AOV) year-on-year [32][33] - Gross margin for the quarter was 30.3% of net revenue, with expectations to target the lower end of the 30% to 31% range moving forward [34][48] - Adjusted EBITDA for Q3 was $119 million, representing a margin of 4.1% of net revenue, marking the second consecutive quarter of mid-single digit adjusted EBITDA margin [43] Business Line Data and Key Metrics Changes - The company has seen nine consecutive quarters of fixed cost compression, with Q3 results reflecting the lowest selling, operations, technology, general and administrative (SOTG&A) expenses since 2021 [12][41] - The advertising expense was 12.3% of net revenue, slightly higher than previous quarters due to renewed investment opportunities [40] Market Data and Key Metrics Changes - The housing market has experienced a historic slowdown, with only 25 out of every 1,000 U.S. homes changing hands in the first eight months of the year, significantly below pre-pandemic levels [11] - The company is not relying on a specific recovery timeframe in the housing market but is focused on cost efficiency and profitability in a recessionary environment [12] Company Strategy and Development Direction - The company aims to enhance customer loyalty and spur repeat business through initiatives like the Wayfair Rewards program, which offers benefits such as 5% back on purchases and free shipping [15][20] - The focus is on optimizing pricing and improving logistics to capture market share, with ongoing enhancements to the customer experience and technology [56][57] Management's Comments on Operating Environment and Future Outlook - Management noted that consumers are currently more price-sensitive and are shifting towards lower investment purchases, impacting sales of larger ticket items [9][10] - Despite the challenging macro environment, management remains optimistic about capturing market share and expects to see growth in adjusted EBITDA dollars in 2025 compared to 2024 [59][61] Other Important Information - The company ended Q3 with $1.3 billion in cash and equivalents, and $1.9 billion in total liquidity, bolstered by a recent high-yield debt offering [44][45] - Free cash flow for Q3 was negative $9 million, with expectations for healthy free cash flow generation in Q4 [46][50] Q&A Session Summary Question: Can you quantify the share gain and its sources? - Management indicated consistent market share gains since Q4 2022, achieved through pricing optimization and improvements in logistics and customer experience [55][56] Question: What is the confidence level regarding 2025 EBITDA? - Management expressed confidence that 2025 EBITDA dollars will exceed 2024 levels due to ongoing market share growth and cost discipline [59][61] Question: Why is the revenue guidance for Q4 down slightly? - Management attributed the cautious revenue guidance to uncertainties surrounding the upcoming election and a challenging macro environment [64][66] Question: How will advertising costs be affected by the election? - Management noted that certain advertising channels may see elevated rates pre-election, but they will remain disciplined in spending and will not chase non-economic opportunities [71][72] Question: What are the key differences between the new Wayfair Rewards program and the previous MyWay program? - Management highlighted that the new program offers a stronger customer value proposition, including immediate rewards and benefits that encourage increased spending [73][74]

Exhibit 99.1 Wayfair Announces Third Quarter 2024 Results, Reports Strong Profitability in Tandem with Further Market Share Gains Q3 Net Revenue of $2.9 billion with 21.7 million Active Customers BOSTON, MA — November 1, 2024 — Wayfair Inc. ("Wayfair," "we," or "our") (NYSE: W), one of the world's largest destinations for the home, today reported financial results for its third quarter ended September 30, 2024. Third Quarter 2024 Financial Highlights • Total net revenue of $2.9 billion, decreased $60 millio ...

```markdown PART I. FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents Wayfair Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, stockholders' deficit, and cash flows, along with detailed notes explaining significant accounting policies, supplemental disclosures, debt, equity, and segment information for the periods ended June 30, 2024 and 2023 [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20as%20of%20June%2030%2C%202024%20and%20December%2031%2C%202023) | Metric | Dec 31, 2023 (in millions) | Jun 30, 2024 (in millions) | | :----------------------------- | :------------------------- | :------------------------- | | Total Assets | $3,474 | $3,436 | | Total Liabilities | $6,181 | $6,196 | | Total Stockholders' Deficit | $(2,707) | $(2,760) | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net revenue | $3,117 | $3,171 | $5,846 | $5,945 | | Gross profit | $941 | $985 | $1,760 | $1,806 | | Loss from operations | $(35) | $(142) | $(270) | $(489) | | Net loss | $(42) | $(46) | $(290) | $(401) | | Basic Loss per share | $(0.34) | $(0.41) | $(2.39) | $(3.60) | | Diluted Loss per share | $(0.34) | $(0.41) | $(2.39) | $(3.60) | [Condensed Consolidated Statements of Comprehensive Loss](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Comprehensive%20Loss%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net loss | $(42) | $(46) | $(290) | $(401) | | Foreign currency translation adjustments | $1 | $(1) | $1 | $1 | | Net unrealized gain on available-for-sale investments | $0 | $0 | $0 | $1 | | Comprehensive loss | $(41) | $(47) | $(289) | $(399) | [Condensed Consolidated Statements of Stockholders' Deficit](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Deficit%20for%20the%20Three%20and%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | Dec 31, 2023 | Jun 30, 2024 | | :------------------- | :----------- | :----------- | | Additional paid-in capital | $1,316 | $1,552 | | Accumulated deficit | $(4,018) | $(4,308) | | Total stockholders' deficit | $(2,707) | $(2,760) | - Equity-based compensation contributed **$233 million** to additional paid-in capital for the six months ended June 30, 2024[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20for%20the%20Six%20Months%20Ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | | Net cash provided by operating activities | $106 | $70 | | Net cash (used in) provided by investing activities | $(127) | $49 | | Net cash provided by financing activities | $3 | $77 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(18) | $199 | | Cash, cash equivalents and restricted cash, End of period | $1,308 | $1,249 | [Notes to Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Summary of Significant Accounting Policies](index=10&type=section&id=1.%20Summary%20of%20Significant%20Accounting%20Policies) - Wayfair is evaluating the impact of ASU 2023-07 (Segment Reporting) and ASU 2023-09 (Income Taxes) on its financial statements[27](index=27&type=chunk)[28](index=28&type=chunk) [Note 2. Supplemental Financial Statement Disclosures](index=10&type=section&id=2.%20Supplemental%20Financial%20Statement%20Disclosures) | Metric (in millions) | Dec 31, 2023 | Jun 30, 2024 | | :------------------- | :----------- | :----------- | | Accounts receivable, net | $140 | $161 | | Contract liabilities | $204 | $232 | - Wayfair incurred **$79 million** in restructuring charges for the six months ended June 30, 2024, primarily due to a workforce reduction of approximately **1,650 employees** in January 2024[33](index=33&type=chunk) [Note 3. Cash, Cash Equivalents and Restricted Cash, Investments and Fair Value Measurements](index=11&type=section&id=3.%20Cash%2C%20Cash%20Equivalents%20and%20Restricted%20Cash%2C%20Investments%20and%20Fair%20Value%20Measurements) | Metric (in millions) | Dec 31, 2023 | Jun 30, 2024 | | :------------------- | :----------- | :----------- | | Cash and cash equivalents | $1,322 | $1,304 | | Short-term investments | $29 | $39 | | Total liquidity | $1,351 | $1,343 | - Interest income for the six months ended June 30, 2024, was **$26 million**, up from **$18 million** in the prior year[34](index=34&type=chunk) [Note 4. Debt and Other Financing](index=13&type=section&id=4.%20Debt%20and%20Other%20Financing) | Debt Instrument | Principal Amount (Jun 30, 2024, in millions) | Net Carrying Amount (Jun 30, 2024, in millions) | | :-------------- | :------------------------------------------- | :---------------------------------------------- | | 2024 Notes | $117 | $117 | | 2025 Notes | $754 | $752 | | 2026 Notes | $949 | $945 | | 2027 Notes | $690 | $682 | | 2028 Notes | $690 | $680 | | 2025 Accreting Notes | $38 | $38 | | Total Debt | | $3,214 | - Wayfair has a **$600 million revolving credit facility**, with **$69 million in outstanding letters of credit** and no revolving loans outstanding as of June 30, 2024[39](index=39&type=chunk) - The conditional conversion features for the 2024, 2025, 2026, 2027, and 2028 Notes were not triggered during Q2 2024, meaning they are not convertible in Q3 2024 based on sales price conditions[44](index=44&type=chunk) [Note 5. Commitments and Contingencies](index=16&type=section&id=5.%20Commitments%20and%20Contingencies) - Wayfair does not believe current legal matters will have a material adverse effect on its financial condition[58](index=58&type=chunk) - The Canada Border Services Agency (CBSA) review has an estimated potential liability of approximately **$29 million**, including duties and interest, for which Wayfair is appealing[59](index=59&type=chunk)[60](index=60&type=chunk) [Note 6. Stockholders' Deficit](index=17&type=section&id=6.%20Stockholders'%20Deficit) - **56,347,119 shares** of Class B common stock have been converted to Class A common stock since the IPO through June 30, 2024[62](index=62&type=chunk) - No shares were repurchased under stock repurchase programs during the three and six months ended June 30, 2024 and 2023[63](index=63&type=chunk) [Note 7. Equity-Based Compensation](index=17&type=section&id=7.%20Equity-Based%20Compensation) | Metric (in millions) | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | | Total equity-based compensation expense | $214 | $308 | - As of June 30, 2024, **13,103,651 shares** of Class A common stock remained available for future grants under the 2023 Incentive Award Plan[65](index=65&type=chunk) [Note 8. Income Taxes](index=18&type=section&id=8.%20Income%20Taxes) - The provision for income taxes, net, for the three and six months ended June 30, 2024, was **$2 million** and **$5 million**, respectively, primarily due to tax benefits from losses and state/foreign taxes[70](index=70&type=chunk) - The OECD Pillar 2 global minimum tax rules did not have a material impact on Wayfair's income tax provision for the three and six months ended June 30, 2024[71](index=71&type=chunk) [Note 9. Loss per Share](index=18&type=section&id=9.%20Loss%20per%20Share) | Metric | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :----- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Basic Loss per share | $(0.34) | $(0.41) | $(2.39) | $(3.60) | | Diluted Loss per share | $(0.34) | $(0.41) | $(2.39) | $(3.60) | - Potential common shares from anti-dilutive securities, including unvested restricted stock units and shares related to convertible debt instruments, totaled **39 million** for the three and six months ended June 30, 2024[76](index=76&type=chunk) [Note 10. Segment and Geographic Information](index=19&type=section&id=10.%20Segment%20and%20Geographic%20Information) | Metric (in millions) | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | U.S. net revenue | $2,730 | $2,785 | $5,121 | $5,200 | | International net revenue | $387 | $386 | $725 | $745 | | Total net revenue | $3,117 | $3,171 | $5,846 | $5,945 | | U.S. Adjusted EBITDA | $199 | $161 | $320 | $190 | | International Adjusted EBITDA | $(36) | $(33) | $(82) | $(76) | - International Net Revenue Constant Currency Growth was **1.3%** for the three months ended June 30, 2024, but **decreased by 3.0%** for the six months ended June 30, 2024[101](index=101&type=chunk)[126](index=126&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Wayfair's financial condition and results of operations, highlighting key performance drivers, macroeconomic impacts, and a detailed comparison of financial results for the three and six months ended June 30, 2024 and 2023, also discussing liquidity, capital resources, and non-GAAP financial measures [Overview](index=22&type=section&id=Overview) - Net revenue **decreased by 1.7%** for the three months ended June 30, 2024, compared to the same period in 2023, primarily due to lower order volume and category challenges[92](index=92&type=chunk)[100](index=100&type=chunk) - As of June 30, 2024, Wayfair had **22 million active customers**, and **81.7%** of orders came from repeat buyers during the three months ended June 30, 2024[92](index=92&type=chunk)[99](index=99&type=chunk) - Wayfair is closely monitoring macroeconomic impacts, including geopolitical events, rising interest rates, and inflation, which may negatively affect global economic activity and consumer behavior[93](index=93&type=chunk) [Key Financial Statement and Operating Metrics](index=24&type=section&id=Key%20Financial%20Statement%20and%20Operating%20Metrics) | Metric | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :----------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Net revenue (in millions) | $3,117 | $3,171 | $5,846 | $5,945 | | Net loss (in millions) | $(42) | $(46) | $(290) | $(401) | | Active customers (in millions) | 22 | 22 | 22 | 22 | | LTM net revenue per active customer | $540 | $545 | $540 | $545 | | Orders delivered (in millions) | 10 | 10 | 20 | 20 | | Average order value | $313 | $307 | $299 | $297 | | Adjusted EBITDA (in millions) | $163 | $128 | $238 | $114 | | Free Cash Flow (in millions) | $183 | $128 | $(10) | $(106) | | Adjusted Diluted Earnings (Loss) per Share | $0.47 | $0.21 | $0.16 | $(0.90) | [Results of Consolidated Operations](index=25&type=section&id=Results%20of%20Consolidated%20Operations) [Comparison of the three months ended June 30, 2024 and 2023](index=25&type=section&id=Comparison%20of%20the%20three%20months%20ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | % Change | | :------------------- | :-------------------------- | :-------------------------- | :------- | | Net revenue | $3,117 | $3,171 | (1.7)% | | Cost of goods sold | $2,176 | $2,186 | (0.5)% | | Gross profit | $941 | $985 | (4.5)% | | Total operating expenses | $976 | $1,127 | (13.4)% | | Loss from operations | $(35) | $(142) | (75.4)% | | Net loss | $(42) | $(46) | (8.7)% | - Equity-based compensation and related taxes **decreased by $70 million (42.4%)** for the three months ended June 30, 2024, compared to the same period in 2023[107](index=107&type=chunk) - Advertising expenses **increased by $13 million (3.7%)** for the three months ended June 30, 2024, due to advertising holdbacks in Q2 2023 and efforts to maintain efficiency targets[111](index=111&type=chunk) [Comparison of the six months ended June 30, 2024 and 2023](index=28&type=section&id=Comparison%20of%20the%20six%20months%20ended%20June%2030%2C%202024%20and%202023) | Metric (in millions) | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | % Change | | :------------------- | :-------------------------- | :-------------------------- | :------- | | Net revenue | $5,846 | $5,945 | (1.7)% | | Cost of goods sold | $4,086 | $4,139 | (1.3)% | | Gross profit | $1,760 | $1,806 | (2.5)% | | Total operating expenses | $2,030 | $2,295 | (11.5)% | | Loss from operations | $(270) | $(489) | (44.8)% | | Net loss | $(290) | $(401) | (27.6)% | - Equity-based compensation and related taxes **decreased by $94 million (30.0%)** for the six months ended June 30, 2024, compared to the same period in 2023[132](index=132&type=chunk) - Restructuring charges **increased by $14 million (21.5%)** to **$79 million** for the six months ended June 30, 2024, due to the January 2024 workforce reductions[142](index=142&type=chunk)[143](index=143&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=Liquidity%20and%20Capital%20Resources) | Metric (in millions) | Dec 31, 2023 | Jun 30, 2024 | | :------------------- | :----------- | :----------- | | Cash and cash equivalents | $1,322 | $1,304 | | Short-term investments | $29 | $39 | | Total liquidity | $1,351 | $1,343 | - Wayfair has a **$600 million revolving credit facility**, with **$69 million in outstanding letters of credit** and no revolving loans outstanding as of June 30, 2024[152](index=152&type=chunk) - As of June 30, 2024, Wayfair had **$1.1 billion remaining under its authorized share repurchase programs**[201](index=201&type=chunk) [Non-GAAP Financial Measures](index=34&type=section&id=Non-GAAP%20Financial%20Measures) | Metric (in millions) | 3 Months Ended Jun 30, 2024 | 3 Months Ended Jun 30, 2023 | 6 Months Ended Jun 30, 2024 | 6 Months Ended Jun 30, 2023 | | :------------------- | :-------------------------- | :-------------------------- | :-------------------------- | :-------------------------- | | Adjusted EBITDA | $163 | $128 | $238 | $114 | | Free Cash Flow | $183 | $128 | $(10) | $(106) | | Adjusted Diluted Earnings (Loss) per Share | $0.47 | $0.21 | $0.16 | $(0.90) | - Adjusted EBITDA excludes depreciation and amortization, equity-based compensation, interest, other income/expense, income taxes, non-recurring items, and other non-operating performance items[170](index=170&type=chunk) - Free Cash Flow is calculated as net cash provided by or used in operating activities less Capital Expenditures[177](index=177&type=chunk) [Critical Accounting Policies and Estimates](index=38&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - No material changes to critical accounting policies and estimates since December 31, 2023[191](index=191&type=chunk) [Recent Accounting Pronouncements](index=38&type=section&id=Recent%20Accounting%20Pronouncements) - Recent accounting pronouncements are detailed in Note 1, Summary of Significant Accounting Policies[192](index=192&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=38&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there have been no significant changes in Wayfair's exposures to market risk since December 31, 2023 - No significant changes in market risk exposures since December 31, 2023[193](index=193&type=chunk) [Item 4. Controls and Procedures](index=38&type=section&id=Item%204.%20Controls%20and%20Procedures) Wayfair's management concluded that its disclosure controls and procedures were effective at a reasonable assurance level as of June 30, 2024, and reported no material changes in internal control over financial reporting during the period - Disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2024[194](index=194&type=chunk) - No material changes in internal control over financial reporting were identified during the period[195](index=195&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=39&type=section&id=Item%201.%20Legal%20Proceedings) Wayfair is involved in routine legal matters but does not anticipate any material adverse effects on its financial condition or operations from their outcomes - Wayfair does not believe current legal matters will have a material adverse effect on its results of operations or financial condition[199](index=199&type=chunk) [Item 1A. Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) This section confirms that there are no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2023 - No material changes to risk factors since the Annual Report on Form 10-K for the year ended December 31, 2023[200](index=200&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) As of June 30, 2024, Wayfair had approximately $1.1 billion remaining under its authorized share repurchase programs, with no repurchases made during the three months ended June 30, 2024 - Approximately **$1.1 billion remaining under its authorized share repurchase programs** as of June 30, 2024[201](index=201&type=chunk) - No share repurchases were made during the three months ended June 30, 2024[201](index=201&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) Co-Chairman Steve Conine and CEO Niraj Shah adopted Rule 10b5-1 trading plans on May 7, 2024, to sell up to 650,000 shares each, with plans expiring on September 5, 2025 - Co-Chairman Steve Conine and CEO Niraj Shah adopted Rule 10b5-1 trading plans on May 7, 2024, to sell up to **650,000 shares** each, with an expiration date of September 5, 2025[202](index=202&type=chunk) [Item 6. Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the Chief Executive Officer and Chief Financial Officer, and various XBRL-related documents - Includes certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2) and XBRL related documents[205](index=205&type=chunk) [Signatures](index=41&type=section&id=Signatures) The report is officially signed by Niraj Shah, Chief Executive Officer and President, and Kate Gulliver, Chief Financial Officer and Chief Administrative Officer, on August 1, 2024 - The report was signed by Niraj Shah (CEO) and Kate Gulliver (CFO) on August 1, 2024[209](index=209&type=chunk) ```

Financial Data and Key Metrics Changes - Q2 2024 revenue decreased by 1.7% year-over-year, attributed to macroeconomic challenges and reduced consumer spending [28][11] - Adjusted EBITDA reached $163 million, representing 5.2% of net revenue, marking the best quarter in three years [33][34] - Free cash flow was $183 million, the highest in three years, despite revenue pressures [34][37] Business Line Data and Key Metrics Changes - The company experienced strong performance during promotional events like Way Day, but post-event results fell below expectations due to increased price sensitivity among consumers [9][28] - The gross margin for Q2 was 30.3%, influenced by supplier advertising and price investments [32][33] Market Data and Key Metrics Changes - The home goods category saw a nearly 25% decline from its peak in Q4 2021, with inflation-adjusted spending down over 35% [11][12] - New home sales dropped nearly 20% and existing home sales over 30% in the first five months of 2024 compared to the same period in 2021 [12][14] Company Strategy and Development Direction - The company is focusing on three initiatives for 2024: brand refresh, opening large format stores, and launching a loyalty program [15][24] - Physical retail is seen as a core growth driver, with plans to open more stores based on performance metrics [25][24] Management's Comments on Operating Environment and Future Outlook - Management noted that while the macro environment remains challenging, the company is well-positioned to gain market share as the housing market recovers [14][47] - The company anticipates a turnaround in consumer spending as economic conditions improve, particularly in the housing sector [14][47] Other Important Information - The company has maintained a strong focus on cost efficiency, achieving significant reductions in operating expenses [33][34] - Stock-based compensation expenses decreased by over 40% year-over-year, reflecting the impact of cost actions taken in previous years [34] Q&A Session Summary Question: How is the company navigating the tougher consumer environment? - Management indicated a focus on promotional spending to drive traffic while managing advertising costs during non-promotional periods [41][43] Question: Did market share gains compress in Q2 versus Q1? - Management clarified that while the rate of market share growth may have slowed, the overall market share has been consistently increasing over the past seven quarters [52][53] Question: How is the company handling supplier dynamics and CastleGate revenue? - Management emphasized the importance of quality suppliers and noted that interest in using CastleGate is increasing despite a challenging macro environment [55][58] Question: What is the potential ramp for physical stores? - Management stated that the first store has performed strongly, with plans for a second store while ensuring a methodical approach to expansion [63][64] Question: How does the company plan to manage gross margin investments? - Management confirmed that the guidance accounts for gross margin investments, which are aimed at improving order capture in a down market [67][70]