Debt and Other Financing (Tables)
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6 Months Ended |
Jun. 30, 2021 |
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| Debt Disclosure [Abstract] |
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| Schedule of Outstanding Principal and Carrying Value |
The following table presents the outstanding principal amount and carrying value of debt and other financing as of the dates presented: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | June 30, 2021 | | December 31, 2020 | | | | | | Debt Instrument | | Principal Amount | | Unamortized Debt Discount | | Net Carrying Amount | | Principal Amount | | Unamortized Debt Discount | | Net Carrying Amount | | | | | | | (in thousands) | | | | | | 2022 Notes | | $ | 3,113 | | | $ | (14) | | | $ | 3,099 | | | $ | 18,036 | | | $ | (1,596) | | | $ | 16,440 | | | | | | | 2024 Notes | | 575,000 | | | (7,404) | | | 567,596 | | | 575,000 | | | (132,892) | | | 442,108 | | | | | | | 2026 Notes | | 948,745 | | | (10,090) | | | 938,655 | | | 948,750 | | | (242,911) | | | 705,839 | | | | | | | 2025 Notes | | 1,518,000 | | | (14,849) | | | 1,503,151 | | | 1,518,000 | | | (289,954) | | | 1,228,046 | | | | | | | 2025 Accreting Notes | | 35,868 | | | (386) | | | 35,482 | | | 288,464 | | | (21,654) | | | 266,810 | | | | | | | Total Debt | | | | | | $ | 3,047,983 | | | | | | | $ | 2,659,243 | | | | | | | Short-term debt | | | | | | $ | — | | | | | | | $ | — | | | | | | | Long-term debt | | | | | | $ | 3,047,983 | | | | | | | $ | 2,659,243 | | | | | | | | | | | | | | | | | | | | | | |
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| Schedule of Convertible Notes |
The following table summarizes certain terms related to our outstanding convertible notes, excluding the 2025 Accreting Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | Convertible Non-Accreting Notes | | Maturity Date | | Annual Coupon Rate | | Annual Effective Interest Rate | | Payment Dates for Semi-Annual Interest Payments in Arrears | | 2022 Notes | | September 1, 2022 | | 0.375% | | 0.9% | | March 1 and September 1 | | 2024 Notes | | November 1, 2024 | | 1.125% | | 1.5% | | May 1 and November 1 | | 2026 Notes | | August 15, 2026 | | 1.000% | | 1.2% | | February 15 and August 15 | | 2025 Notes | | October 1, 2025 | | 0.625% | | 0.9% | | April 1 and October 1 |
Wayfair's Notes will mature at their maturity date unless earlier purchased, redeemed or converted. The Notes’ initial conversion terms are summarized below: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Convertible Notes | | Maturity Date | | Free Convertibility Date | | Initial Conversion Rate per $1,000 Principal | | Initial Conversion Price | | Redemption Date | | 2022 Notes | | September 1, 2022 | | June 1, 2022 | | 9.6100 | | $104.06 | | September 8, 2020 | | 2024 Notes | | November 1, 2024 | | August 1, 2024 | | 8.5910 | | $116.40 | | May 8, 2022 | | 2026 Notes | | August 15, 2026 | | May 15, 2026 | | 6.7349 | | $148.48 | | August 20, 2023 | | 2025 Notes | | October 1, 2025 | | July 1, 2025 | | 2.3972 | | $417.15 | | October 4, 2022 | | 2025 Accreting Notes | | April 1, 2025 | | - | | 13.7931 | | $72.50 | | May 9, 2023 |
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| Schedule of Interest Expense Related to Notes |
The following tables present total interest expense recognized for the Notes for the three and six months ended June 30, 2021 and 2020, which included the reversal of interest expense we recorded in 2020 for a portion of interest accretion for the 2025 Accreting Notes that was not realized in 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Three Months Ended June 30, | | | 2021 | | 2020 | | Convertible Notes | | Contractual Interest Expense | | Debt Discount Amortization | | Total Interest Expense | | Contractual Interest Expense | | Debt Discount Amortization | | Total Interest Expense | | | (in thousands) | | 2022 Notes | | $ | 4 | | | $ | 15 | | | $ | 19 | | | $ | 404 | | | $ | 5,289 | | | $ | 5,693 | | | 2024 Notes | | 1,617 | | | 539 | | | 2,156 | | | 1,617 | | | 7,017 | | | 8,634 | | | 2026 Notes | | 2,372 | | | 476 | | | 2,848 | | | 2,372 | | | 8,619 | | | 10,991 | | | 2025 Notes | | 2,372 | | | 845 | | | 3,217 | | | — | | | — | | | — | | | 2025 Accreting Notes | | 223 | | | 23 | | | 246 | | | 3,192 | | | 1,685 | | | 4,877 | | | Total | | $ | 6,588 | | | $ | 1,898 | | | $ | 8,486 | | | $ | 7,585 | | | $ | 22,610 | | | $ | 30,195 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Six Months Ended June 30, | | | 2021 | | 2020 | | Convertible Notes | | Contractual Interest Expense | | Debt Discount Amortization | | Total Interest Expense | | Contractual Interest Expense | | Debt Discount Amortization | | Total Interest Expense | | | (in thousands) | | 2022 Notes | | $ | 23 | | | $ | 37 | | | $ | 60 | | | $ | 809 | | | $ | 10,501 | | | $ | 11,310 | | | 2024 Notes | | 3,234 | | | 1,078 | | | 4,312 | | | 3,234 | | | 13,903 | | | 17,137 | | | 2026 Notes | | 4,612 | | | 1,083 | | | 5,695 | | | 4,691 | | | 17,154 | | | 21,845 | | | 2025 Notes | | 4,744 | | | 1,696 | | | 6,440 | | | — | | | — | | | — | | | 2025 Accreting Notes | | (1,157) | | | 76 | | | (1,081) | | | 3,192 | | | 1,685 | | | 4,877 | | | Total | | $ | 11,456 | | | $ | 3,970 | | | $ | 15,426 | | | $ | 11,926 | | | $ | 43,243 | | | $ | 55,169 | |
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| Schedule of Initial Terms for Capped Calls |
The initial terms for the Capped Calls are presented below: | | | | | | | | | | | | | | | | | | | | | | | | Capped Calls | | Maturity Date | | Initial Cap Price | | Cap Price Premium | | | | 2022 Capped Calls | | September 1, 2022 | | $154.16 | | 100% | | | | 2024 Capped Calls | | November 1, 2024 | | $219.63 | | 150% | | | | 2026 Capped Calls | | August 15, 2026 | | $280.15 | | 150% | | | | 2025 Capped Calls | | October 1, 2025 | | $787.08 | | 150% | | |
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