SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of August 2020

Commission File Number: 001-36158

 

 

Wix.com Ltd.

(Translation of registrant’s name into English)

 

 

40 Namal Tel Aviv St.,

Tel Aviv 6350671, Israel

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.    Yes  ☐    No  ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                

 

 

 


EXPLANATORY NOTE

On August 10, 2020, Wix.com Ltd. (NASDAQ:WIX) (the “Company”) issued a press release announcing a proposed offering of $500 million principal amount of convertible senior notes (the “Offering”) in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). A copy of the press release is attached as Exhibit 99.1 to this Report on Form 6-K.

The unaudited interim condensed financial statements of the Company for the six months ended June 30, 2019 and 2020 and as of June 30, 2020 are furnished herewith as Exhibit 99.2 to this Report on Form 6-K.

Other than as indicated below, the information in this Form 6-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act.

Exhibit 99.2 to this Report on Form 6-K is hereby incorporated by reference into the Company’s Registration Statements on Form S-8 (File Nos. 333-238250 and 333-238251).

 

2


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: August 10, 2020

    
    

WIX.COM LTD.

     By:  

/s/ Eitan Israeli

    

Name:

 

Eitan Israeli

    

Title:

 

VP & General Counsel

 

3


EXHIBIT INDEX

The following exhibit are filed as part of this Form 6-K:

 

Exhibit    Description
99.1    Press release dated August 10, 2020 entitled “Wix Announces Proposed Private Offering of $500 million of Convertible Senior Notes due 2025”.
99.2    Unaudited interim condensed financial statements for Wix.com Ltd. for the six months ended June 30, 2019 and 2020 and as of June 30, 2020.

 

4

EX-99.1

Exhibit 99.1

Wix Announces Proposed Private Offering of $500 million of Convertible Senior Notes due 2025

NEW YORK, August 10, 2020 – Wix.com Ltd. (Nasdaq: WIX) (“Wix”) a leader in website creation, today announced its intention to offer, subject to market conditions and other factors, $500 million aggregate principal amount of Convertible Senior Notes due 2025 (the “Notes”) in a private offering (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). In connection with the Offering, Wix expects to grant the initial purchasers of the Notes an option to purchase, within a 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $75 million aggregate principal amount of the Notes solely to cover over-allotments.

The final terms of the Notes, including the initial conversion price, interest rate and certain other terms, will be determined at the time of pricing of the Offering. When issued, the Notes will be senior, unsecured obligations of Wix. Interest on the Notes will be payable semi-annually in arrears, and the Notes will mature on August 15, 2025, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date. Prior to February 15, 2025, the Notes will be convertible at the option of the holders of Notes only upon the satisfaction of certain conditions and during certain periods. Thereafter, the Notes will be convertible at any time until the close of business on the second scheduled trading day immediately prior to the maturity date. The Notes will be convertible into cash, ordinary shares of Wix or a combination thereof, with the form of consideration determined at Wix’s election.

Wix may not redeem the Notes prior to August 21, 2023, except in the event of certain tax law changes. On or after August 21, 2023, Wix may redeem, for cash, all or part of the Notes if the last reported sale price of its ordinary shares has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Wix provides notice of the redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. Holders of the Notes will have the right to require Wix to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) at a cash repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus any accrued and unpaid interest to, but excluding the fundamental change repurchase date.

In connection with the pricing of the Notes, Wix expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the Offering or their respective affiliates and/or other financial institutions (in this capacity, the “Option Counterparties”). The capped call transactions are expected generally to reduce the potential dilution to the ordinary shares of Wix upon any conversion of Notes and/or to offset any cash payments Wix is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers of the Offering exercise their option to purchase additional Notes, Wix expects to enter into additional capped call transactions with the Option Counterparties.

Wix has been advised that, in connection with establishing their initial hedges of the capped call transactions, the Option Counterparties or their respective affiliates expect to purchase ordinary shares of Wix and/or enter into various derivative transactions with respect to the ordinary shares of Wix concurrently with or shortly after the pricing of the Notes. This activity could increase (or reduce the size of any decrease in) the market price of the ordinary shares of Wix, the Notes and Wix’s 0% Convertible Senior Notes due 2023 at that time. In addition, the Option Counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to the ordinary shares of Wix and/or by purchasing or selling ordinary shares or other securities of Wix in secondary market transactions following the pricing of the Notes and prior to the maturity of the Notes


(and are likely to do so following any conversion, repurchase, or redemption of the Notes, to the extent Wix exercises the relevant election under the capped call transactions). This activity could also cause or avoid an increase or a decrease in the market price of the ordinary shares of Wix or the Notes, which could affect the ability of holders of Notes to convert the Notes and, to the extent the activity occurs during any observation period related to a conversion of the Notes, it could affect the number of ordinary shares of Wix and value of the consideration that holders of Notes will receive upon conversion of the Notes.

In addition, if any such capped call transactions fail to become effective, whether or not the Offering is completed, the Option Counterparties party thereto or their respective affiliates may unwind their hedge positions with respect to the ordinary shares of Wix, which could adversely affect the value of the ordinary shares of Wix and, if the Notes have been issued, the value of the Notes.

Wix intends to use a portion of the net proceeds from the Offering to pay the cost of the capped call transactions. Wix may also use a portion of the net proceeds to acquire complementary businesses, products, services or technologies. However, Wix has not entered into any agreements for or otherwise committed to any specific acquisitions at this time. Wix intends to use any remaining net proceeds from the Offering for general corporate purposes. If the initial purchasers exercise their over-allotment option, Wix expects to use a portion of the net proceeds from the sale of the additional Notes to enter into additional capped call transactions with the Option Counterparties and the remaining net proceeds for general corporate purposes.

The Notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the Notes and the ordinary shares of Wix potentially issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements.

This press release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any ordinary shares of Wix issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Wix.com Ltd.

Wix is leading the way with a cloud-based development platform for over 180 million registered users worldwide. Wix was founded on the belief that the Internet should be accessible to everyone to develop, create and contribute. Through free and premium subscriptions, the Wix website builder and complete product platform empowers millions of businesses, organizations, artists and individuals to take their

businesses, brands and workflow online. The Wix Editor, Wix ADI, Editor X, a highly curated App Market, Ascend by Wix and Corvid by Wix enable users to build and manage a fully integrated and dynamic digital presence. Wix’s headquarters are in Tel Aviv with offices in Be’er Sheva, Berlin, Denver, Dnipro, Dublin, Kiev, Los Angeles, Miami, New York, Phoenix, San Francisco, São Paulo, Tokyo and Vilnius.

Forward-Looking Statements

This press release contains forward-looking statements, within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. Such forward-looking statements may include, among other things, whether Wix will be able to consummate

 

2


the Offering, the terms of the Offering and the capped call transactions, expectations regarding actions of the Option Counterparties and their respective affiliates and the satisfaction of customary closing conditions with respect to the Offering, and may be identified by words like “anticipate,” “assume,” “believe,” “aim,” “forecast,” “indication,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “outlook,” “future,” “will,” “seek” and similar terms or phrases. The forward-looking statements contained in this announcement are based on management’s current expectations, which are subject to uncertainty, risks and changes in circumstances that are difficult to predict and many of which are outside of our control.

Important factors that could cause actual outcomes to differ materially from those indicated in the forward-looking statements include, among others, the uncertainty surrounding the duration and severity of COVID -19 and its effects on our business; the risk that the Offering will not be consummated; the risk that the capped call transactions will not become effective; and changes in global, national, regional or local economic, business, competitive, market, regulatory and other factors discussed under the heading “Risk Factors” in the Company’s 2019 annual report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020. Any forward-looking statement made by Wix in this press release speaks only as of the date hereof. Factors or events that could cause Wix’s actual results to differ may emerge from time to time, and it is not possible for Wix to predict all of them. Wix undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise.

Investor Relations:

Maggie O’Donnell

ir@wix.com

914-267-7390

Media Relations:

pr@wix.com

 

3

EX-99.2

Exhibit 99.2

WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JUNE 30, 2020

INDEX

 

     Page  

Interim Condensed Consolidated Balance Sheets at June 30, 2020 (unaudited) and December 31, 2019

     F-2 – F-3  

Interim Condensed Consolidated Comprehensive Loss (unaudited) for the six months ended June 30, 2020 and 2019

     F-4  

Interim Condensed Consolidated Statements of Changes In Stockholders’ Equity (unaudited) for the six months ended June 30, 2019 and 2020

     F-5  

Interim Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2019 and 2020

     F-6 – F-7  

Notes to the Interim Condensed Consolidated Financial Statements

     F-8 – F-26  

- - - - - - - - - - -

 

-1-


WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

U.S. dollars in thousands (except share and per share data)

 

     June 30,
2020
     December 31,
2019
 

ASSETS

   (unaudited)         

CURRENT ASSETS:

     

Cash and cash equivalents

   $ 173,950      $ 268,103  

Short-term deposits

     406,033        294,096  

Restricted deposit

     925        1,149  

Marketable securities

     174,624        164,301  

Trade receivables

     18,830        16,987  

Prepaid expenses and other current assets

     49,888        19,211  
  

 

 

    

 

 

 

Total current assets

     824,250        763,847  
  

 

 

    

 

 

 

LONG-TERM ASSETS:

     

Prepaid expenses and other long-term assets

     13,243        9,926  

Property and equipment, net

     32,926        31,706  

Marketable securities

     245,211        177,298  

Intangible assets, net

     18,710        19,841  

Goodwill

     25,799        17,800  

Operating lease right-of-use assets

     81,112        79,249  
  

 

 

    

 

 

 

Total long-term assets

     417,001        335,820  
  

 

 

    

 

 

 

TOTAL ASSETS

   $ 1,241,251      $ 1,099,667  
  

 

 

    

 

 

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 2 -


WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

 

U.S. dollars in thousands (except share and per share data)

 

     June 30,
2020
    December 31,
2019
 

LIABILITIES AND SHAREHOLDERS’ EQUITY

   (unaudited)        

CURRENT LIABILITIES:

    

Trade payables

   $ 73,059     $ 37,687  

Employees and payroll accruals

     66,306       41,938  

Deferred revenues

     344,515       289,148  

Accrued expenses and other current liabilities

     65,036       56,464  

Operating lease liabilities

     17,372       18,949  
  

 

 

   

 

 

 

Total current liabilities

     566,288       444,186  
  

 

 

   

 

 

 

LONG-TERM LIABILITIES:

    

Convertible notes

     369,664       358,715  

Long-term deferred revenues

     29,265       21,969  

Long-term deferred tax liabilities

     1,574       1,585  

Long-term loan

     1,219       1,219  

Long term operating lease liabilities

     68,402       64,244  
  

 

 

   

 

 

 

Total long-term liabilities

     470,124       447,732  
  

 

 

   

 

 

 

Total liabilities

     1,036,412       891,918  
  

 

 

   

 

 

 

SHAREHOLDERS’ EQUITY:

    

Ordinary shares of NIS 0.01 par value – Authorized: 500,000,000 shares as of December 31, 2019 and as of June 30, 2020; Issued and outstanding: 51,525,919 and 55,117,101 shares as of December 31, 2019 and June 30, 2020, respectively

     104       94  

Additional paid-in capital

     695,412       611,083  

Accumulated other comprehensive income

     10,997       1,357  

Accumulated deficit

     (501,674     (404,785
  

 

 

   

 

 

 

Total shareholders’ equity

     204,839       207,749  
  

 

 

   

 

 

 

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

   $ 1,241,251     $ 1,099,667  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 3 -


WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

 

U.S. dollars in thousands (except share and per share data)

 

     Six Months Ended
June 30
 
     2020     2019  

Revenues

    

Creative Subscription

     366,715       308,376  

Business Solutions

     85,331       51,333  
  

 

 

   

 

 

 
     452,046       359,709  
  

 

 

   

 

 

 

Cost of Revenues

    

Creative Subscription

     73,836       55,943  

Business Solutions

     58,716       30,434  
  

 

 

   

 

 

 
     132,552       86,377  
  

 

 

   

 

 

 

Gross profit

     319,494       273,332  
  

 

 

   

 

 

 

Research and development

     146,180       119,669  

Selling and marketing

     215,489       157,047  

General and administrative

     49,967       38,569  
  

 

 

   

 

 

 

Total operating expenses

     411,636       315,285  
  

 

 

   

 

 

 

Operating loss

     (92,142     (41,953
  

 

 

   

 

 

 

Financial expenses, net

     (2,194     (2,310

Other income

     59       32  
  

 

 

   

 

 

 

Loss before taxes on income

     (94,277     (44,231
  

 

 

   

 

 

 

Taxes on income

     (2,612     (3,243
  

 

 

   

 

 

 

Net loss

     (96,889     (47,474
  

 

 

   

 

 

 

Other comprehensive loss:

    

Unrealized gains from marketable securities

     3,696       985  

Unrealized gains on cash flow hedge

     5,944       1,287  
  

 

 

   

 

 

 

Other comprehensive income for the period

     9,640       2,272  
  

 

 

   

 

 

 

Total comprehensive loss

     (87,249     (45,202
  

 

 

   

 

 

 

Basic and diluted net loss per ordinary share

     (1.82     (0.95
  

 

 

   

 

 

 

Basic and diluted weighted-average shares used to compute net loss per share

     53,266,895       49,917,692  
  

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 4 -


WIX.COM LTD.

INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (UNAUDITED)

 

U.S. dollars in thousands (except share data)

 

     Ordinary shares      Additional
paid-in
     Other
comprehensive
    Accumulated    

Total
shareholders’

 
     Shares      Amount      capital      income (loss)     deficit     equity  

Balance as of December 31, 2018

     49,269,626        88        472,239        (1,691     (318,371     152,265  

Exercise of share options and warrants

     1,323,211        5        13,004        —         —         13,009  

Share-based compensation

     —          —          52,556        —         —         52,556  

Other comprehensive income

     —          —          —          2,272       —         2,272  

Net loss

     —          —          —          —         (47,474     (47,474
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of June 30, 2019

     50,592,837        93        537,799        581       (365,845     172,628  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of December 31, 2019

     51,525,919        94        611,083        1,357       (404,785     207,749  

Exercise of share options and warrants

     3,591,182        10        18,613        —         —         18,623  

Share-based compensation

     —          —          65,716        —         —         65,716  

Other comprehensive income

     —          —          —          9,640       —         9,640  

Net loss

     —          —          —          —         (96,889     (96,889
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance as of June 30, 2020

     55,117,101        104        695,412        10,997       (501,674     204,839  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 5 -


WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

U.S. dollars in thousands

 

     Six Months
Ended June 30
 
     2020     2019  

Cash flows from operating activities:

    

Net loss

   $ (96,889     (47,474

Adjustments to reconcile net loss to net cash provided by operating activities:

    

Depreciation

     7,109       5,585  

Amortization of intangible assets

     1,132       1,470  

Share based compensation expenses

     65,685       52,472  

Amortization of debt discount and debt issuance costs

     10,949       10,311  

Increase in accrued interest and exchange rate on short-term and long-term deposits

     62       594  

Amortization of premium and discount and accrued interest on marketable securities, net

     717       41  

Deferred taxes, net

     (1,721     533  

Changes in operating lease right-of-use assets

     9,446       7,247  

Changes in operating lease liabilities

     (9,817     (6,532

Increase in trade receivables

     (1,617     (4,532

Increase in prepaid expenses and other current and long-term assets

     (21,605     (11,141

Increase in trade payables

     34,974       1,328  

Increase in employees and payroll accruals

     23,694       12,235  

Increase in short-term and long-term deferred revenues

     62,663       40,233  

Increase in accrued expenses and other current liabilities

     10,203       9,884  
  

 

 

   

 

 

 

Net cash provided by operating activities

     94,985       72,254  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Proceeds from short-term and restricted deposits

     26,225       81,775  

Investment in short-term and restricted deposits

     (138,000     (26,000

Investment in marketable securities

     (230,168     (136,616

Proceeds from marketable securities

     154,911       29,056  

Purchase of property and equipment

     (8,207     (11,065

Capitalization of software development costs

     (132     (389

Payments for businesses acquired

     (6,626     (2,800

Purchases of investments in privately-held companies

     (785     —    

Investment in other long-term assets

     (5,643     —    
  

 

 

   

 

 

 

Net cash used in investing activities

     (208,425     (66,039
  

 

 

   

 

 

 

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 6 -


WIX.COM LTD.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

 

U.S. dollars in thousands

 

     Six Months
Ended June 30
 
     2020     2019  

Cash flows from financing activities:

    

Proceeds from exercise of options and ESPP shares

     19,287       14,190  
  

 

 

   

 

 

 

Net cash provided by financing activities

     19,287       14,190  
  

 

 

   

 

 

 

Increase (decrease) in cash and cash equivalents

     (94,153     20,405  

Cash and cash equivalents at the beginning of the period

     268,103       331,057  
  

 

 

   

 

 

 

Cash and cash equivalents at the end of the period

     173,950       351,462  
  

 

 

   

 

 

 

Supplemental disclosure of cash flow activities:

    

Cash paid during the period for taxes

     3,103       1,402  
  

 

 

   

 

 

 

Supplemental information for non- cash transactions

    

Right-of-use asset recognized with corresponding lease liability

     12,398       12,187  
  

 

 

   

 

 

 

Non-cash purchase of property and equipment

     1,052       592  

The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.

 

- 7 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 1:-

GENERAL

Wix.com Ltd. was incorporated on October 5, 2006, under the laws of the State of Israel, and commenced operations on the same date.

Wix.com Ltd. and its subsidiaries (the “Company”) develops and markets a cloud-based platform that enables anyone to create a website or web application.

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

Unaudited Interim Financial Information

These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes included in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019 filed with the SEC.

The interim condensed consolidated financial statements have been prepared according to U.S Generally Accepted Accounting Principles (“U.S. GAAP”).

In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020.

The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2019, contained in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 2, 2020, have been applied consistently in these unaudited interim condensed consolidated financial statements.

 

 

- 8 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

b. Revenue recognition:

The Company’s revenues are categorized and disaggregated as reflected in the statements of operation, as follow:

Creative Subscriptions

Revenues from premium subscriptions are recognized on a straight-line basis over the contract period, since the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs.

Revenues related to the purchase and registration of domain names is recognized at the full amount paid by the customer at a point in time upon the purchase and registration of the domain name, since that is when the Company satisfies the performance obligation.

Business Solutions

Revenues related to Google’s G-Suite application is recognized at a point in time upon the purchase, since that is when the Company satisfies the performance obligation.

Other subscriptions and software applications developed by the Company are recognized on a straight-line basis over the contract period, since the customer simultaneously receives and consumes the benefits provided by our performance as the Company performs.

Revenues related to third party software applications are recognized on a net basis at a point in time upon purchase of the application, since that is when the Company completes its obligation to facilitate the transfer between the customer and the third-party developer.

Revenue related to the sale of online advertising inventory (ad space) and other related advertising services to brands and advertising agencies are recognized at a point in time, when an ad space is provided to the customer.

Each of the Company’s goods and services are sold separately, therefore standalone selling prices (SSP) for each of them are observed, and allocation of the transaction price between the performance obligations in the contract are made relatively on that basis. Refunds are estimated at contract inception and updated at the end of each reporting period if additional information becomes available.

 

- 9 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

Principal versus Agent Considerations

The Company sells its products directly to customers and also through a network of resellers. In certain cases, the Company acts as a reseller of products provided by others. The determination of gross or net revenue recognition is reviewed on a product-by-product basis and is dependent on the Company determination as to whether the Company acts as principal or agent in the transaction. Revenue associated with sales through the Company’s network of resellers, for certain aftermarket domain sales and for third-party offerings including Google’s G-Suite application is recorded on a gross basis as the Company has determined that the Company controls the product before transferring it to the end customers. Revenues related to third party software applications when the Company does not control the product or service before transferring it to the customers are recognized on a net basis.

The Company uses the practical expedient and does not assess the existence of a significant financing component when the difference between payment and revenue recognition is a year or less.

The Company charges from customers for the entire consideration at inception date, and accordingly the services are provided from that date for the agreed service period. The Company records contract liability when cash payments are received in advance of performance, and these revenues are recognized ratably over the service period. The balance of deferred revenues approximates the aggregate amount of the transaction price allocated to the unsatisfied performance obligations at the end of reporting period. The Company expects to recognize the short-term portion of deferred revenue, $344,515, over the next twelve months and the long-term portion of deferred revenue over the remaining service period of up to five years.

The Company offers a 14-day money back guaranty (“Guaranty Period”) on new premium subscription. The Company considers such amount collected from new premium subscriptions as customer deposits until the end of the 14-day trial period. Revenues are recognized once the Guaranty Period has expired.

Please refer to Note 8 - Segments, Customers and Geographic Information for further information, including presentation of disaggregated revenue by geography.

 

- 10 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

c. Derivatives instruments:

ASC No. 815, “Derivative and Hedging” (“ASC No. 815”), requires companies to recognize all of their derivative instruments as either assets or liabilities in the statement of balance sheets at fair value.

For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge or a hedge of a net investment in a foreign operation.

Derivative instruments designated as hedging instruments:

Gains and losses on the derivatives instruments that are designated and qualify as a cash flow hedge are recorded in accumulated other comprehensive income (loss) and reclassified into in the same accounting period in which the designated forecasted transaction or hedged item affects earnings.

The net fair value of derivative instruments balance as of December 31, 2019, totaled $888, and is presented on a gross basis as prepaid expenses and other current assets in the amount of $888 and as accrued expenses and other current liabilities in the amount of $0. The net fair value of derivative instruments balance as of June 30, 2020 totaled $6,868, and is presented on a gross basis as prepaid expenses and other current assets in the amount of $7,205 and as accrued expenses and other current liabilities in the amount of $337.

For the year ended December 31, 2019 and for the six months ended June 30, 2020, the Company recorded as operating income net from hedging transactions in the amount of $147 and $41, respectively.

To hedge against the risk of overall changes in cash flows resulting from foreign currency salary payments, rent and other overhead vendors during the year, the Company has instituted a foreign currency cash flow hedging program. The Company hedges portions of its forecasted salary, rent and other overhead cash flow denominated in NIS. These option contracts are designated as cash flow hedges, as defined by ASC No. 815, and are all effective.

For the six months ended June 30, 2020, the amount recorded in accumulated other comprehensive income from the Company’s currency option and forward transactions is $6,832. As of June 30, 2020, the notional amounts of foreign exchange forward contracts into which the Company entered were $49,629 and the options contracts were $108,672 . The foreign exchange forward and options contracts will expire through 2020 and 2021.

 

- 11 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

Derivative instruments not designated as hedging instruments:

In addition to the derivatives that are designated as hedges as discussed above, the Company enters into certain foreign exchange forward and option transactions to economically hedge certain revenue transactions in Euros, British pounds, Brazilian Real, Mexican Pesos and Japanese Yen and expenses in NIS. Gains and losses related to such derivative instruments are recorded in financial expenses, net. At June 30, 2020, the notional amounts of foreign exchange option cotracts into which the Company entered were $35,381 and forward contracts were $54,708 . The foreign exchange forward and option transactions will expire through 2020.

The net fair value of derivative instruments balance as of December 31, 2019, totaled $119 and is presented on a gross basis as prepaid expenses and other current assets in the amount of $577 and as accrued expenses and other current liabilities in the amount of $696. The net fair value of derivative instruments liabilities balance as of June 30, 2020 totaled $1,132, and is presented on a gross basis as prepaid expenses and other current assets in the amount of $1,679 and as accrued expenses and other current liabilities in the amount of $547.

In the year ended December 31, 2019 and in the six months ended June 30, 2020, the Company recorded net financial income, net from hedging transactions in the amount of $963 and $665, respectively. Tax effect was de minimis.

d. Fair value of financial instruments:

The estimated fair value of financial instruments has been determined by the Company using available market information and valuation methodologies. Considerable judgment is required in estimating fair values. Accordingly, the estimates may not be indicative of the amounts the Company could realize in a current market exchange.

The following methods and assumptions were used by the Company in estimating the fair value of their financial instruments:

The carrying values of cash and cash equivalents, short-term and restricted deposits, trade receivables, prepaid expenses and other current assets, trade payables, employees and payroll accruals and accrued expenses and other current liabilities approximate fair values due to the short-term maturities of these instruments.

The Company applies ASC No. 820, “Fair Value Measurements and Disclosures” (“ASC No. 820”), with respect to fair value measurements of all financial assets and liabilities.

In accordance with ASC No. 820, the Company measures its money market funds, marketable securities and foreign currency derivative contracts at fair value. Money market funds and marketable securities are classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models utilizing market observable inputs. Foreign currency derivative contracts are classified within Level 2 as the valuation inputs are based on quoted prices and market observable data of similar instruments.

 

- 12 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. A three-tier fair value hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value:

Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 - Include other inputs that are directly or indirectly observable in the marketplace.

Level 3 - Unobservable inputs which are supported by little or no market activity.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of June 30, 2020:

 

     June 30, 2020  
     Unaudited  
     Fair value  
     Level 1      Level 2      Level 3      Total  

Cash equivalents:

           

Money market funds

   $  97,229      $ —        $  —        $ 97,229  

Marketable securities:

           

Government and corporate debentures - fixed interest rate

     —          346,894        —          346,894  

Government-sponsored enterprises

     —          23,715        —          23,715  

Government and corporate debentures - floating interest rate

     —          49,226        —          49,226  

Foreign currency derivative contracts assets

     —          8,884        —          8,884  

Total financials assets

   $ 97,229      $  428,719      $ —        $  525,948  
  

 

 

    

 

 

    

 

 

    

 

 

 

Foreign currency derivative contracts liabilities

        884           884  

Total financials liabilities

   $ —        $ 884      $ —        $ 884  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 13 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

The following table represents the fair value hierarchy of the Company’s financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2019:

 

     December 31, 2019  
     Fair value  
     Level 1      Level 2      Level 3      Total  

Cash equivalents:

           

Money market funds

   $  204,067      $ —        $  —        $  204,067  

Marketable securities:

           

Government and corporate debentures - fixed interest rate

     —          284,321        —          284,321  

Government-sponsored enterprises

     —          30,132        —          30,132  

Government and corporate debentures - floating interest rate

     —          27,146        —          27,146  

Foreign currency derivative contracts assets

     —          1,465        —          1,465  

Total financials assets

   $ 204,067      $  343,064      $ —        $ 547,131  
  

 

 

    

 

 

    

 

 

    

 

 

 

Foreign currency derivative contracts liabilities

        696           696  

Total financials liabilities

   $ —        $ 696      $ —        $ 696  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

 

- 14 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 2:-

SIGNIFICANT ACCOUNTING POLICIES (Cont.)

 

 

  e.

Recently Adopted Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. This ASU clarifies the accounting treatment for implementation costs for cloud computing arrangements (hosting arrangements) that are service contracts. This standard becomes effective for the Company beginning January 1, 2020. The new guidance was adopted on January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment (Topic 350). This standard eliminates Step 2 from the goodwill impairment test, instead requiring an entity to recognize a goodwill impairment charge for the amount by which the goodwill carrying amount exceeds the reporting unit’s fair value. This guidance is effective for interim and annual goodwill impairment tests in fiscal years beginning after December 15, 2019 with early adoption permitted. This guidance must be applied on a prospective basis. The new guidance was adopted on January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.

In June 2016, FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in the more timely recognition of losses.. Topic 326 was adopted by the Company on January 1, 2020. The adoption did not have a material impact on the Company’s consolidated financial statements.

 

  f.

Newly issued accounting pronouncements

In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for convertible instruments by eliminating certain separation models. Under ASU 2020-06, a convertible debt instrument will generally be reported as a single liability at its amortized cost with no separate accounting for embedded conversion features. In addition, ASU 2020-06 eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The guidance is effective for us beginning in the first quarter of 2022 with early adoption permitted. We are currently evaluating the impact of the remaining provisions on the Company’s consolidated financial statements.

 

- 15 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 3:-

MARKETABLE SECURITIES:

At June 30, 2020 and at December 31, 2019, the Company held marketable securities classified as available-for-sale securities as follows:

 

     June 30, 2020      December 31, 2019  
LESS THAN A YEAR    Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair
value
     Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair
value
 

Government and corporate debentures - fixed interest rate

   $ 132,286      $ 761      $ (1   $ 133,046      $ 148,437      $ 329      $ (15   $ 148,751  

Government-sponsored enterprises

     12,534        87        —         12,621        12,548        —          (1     12,547  

Government and corporate debentures - floating interest rate

     28,978        5        (26     28,957        3,003        1        (1     3,003  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 173,798      $ 853      $ (27   $ 174,624      $ 163,988      $ 330      $ (17   $ 164,301  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

     June 30, 2020      December 31, 2019  
MORE THAN 1 YEAR THROUGH FIVE
YEARS
   Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair      Amortized
cost
     Gross
unrealized
gains
     Gross
unrealized
losses
    Fair
value
 
  value  

Government and corporate debentures - fixed interest rate

   $ 210,089      $ 3,774      $ (12   $ 213,851      $ 135,040      $ 595      $ (65   $ 135,570  

Government-sponsored enterprises

     11,036        59        (2     11,093        17,579        9        (3     17,585  

Government and corporate debentures - floating interest rate

     20,364        —          (97     20,267        24,141        8        (6     24,143  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 
   $ 241,490      $ 3,833      $ (111   $ 245,211      $ 176,760      $ 612      $ (74   $ 177,298  
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

As of June 30, 2020 and December 31, 2019, gross unrealized losses on investments that were in a gross unrealized loss position were immaterial. As of June 30, 2020 and December 31, 2019, the allowance for credit losses was not material.

 

- 16 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 4:-

CONVERTIBLE NOTES

In June and July of 2018, The Company issued $442,750 aggregate principal amount, 0% coupon rate, of Convertible Senior Notes due in 2023 (the “Convertible Notes”). Subject to satisfaction of certain conditions and during certain periods, as defined in the indenture governing the notes, the holders will have the option to exchange the notes into cash or the Company’s ordinary shares, if any (subject to the Company right to pay cash in lieu of all or a portion of such shares).

The Company may provide additional shares upon conversion if there is a “Make-Whole Fundamental Change” in the business as defined in the indenture governing the notes.

The Notes are not redeemable by the Company prior to the maturity date apart from certain cases as defined in the indenture governing the notes.

Conversion terms:

Holders may convert their notes at their option at any time prior to the close of business on the business day immediately preceding January 1, 2023 only under the following circumstances:

 

  1.

During any calendar quarter commencing after September 30, 2018 (and only during such calendar quarter), if the last reported sale price of the Company’s ordinary shares, for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price on each applicable trading day.

 

  2.

During the five business day period after any ten consecutive trading day period (the “measurement period”) in which the trading price per USD 1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the ordinary shares and the conversion rate on each such trading day.

 

  3.

If the Company calls the notes for a tax redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the tax redemption date; or

 

  4.

Upon the occurrence of specified corporate events. On or after January 1, 2023 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at Company’s election.

 

- 17 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 4:-

CONVERTIBLE NOTES (cont.)

 

  5.

The conversion rate was initially 7.0113 ordinary shares per USD 1,000 principal amount of notes (equivalent to an initial conversion price of approximately $142.63 per ordinary share). The conversion rate will be subject to adjustment in some events, but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date, or following Company’s delivery of a notice of tax redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert his notes in connection with such a corporate event or notice of tax redemption, as the case may be.

During the calendar quarter which ended on June 30, 2020, the conditions allowing holders of the Convertible Notes early conversion were met. Subject to and in accordance with the requirements of the Convertible Notes’ indenture, the Convertible Notes are convertible by their holders during the calendar quarter commencing on July 1, 2020 (and only during such calendar quarter).

In accounting for the issuance of the Convertible Notes, the Company separated the Convertible Notes into liability and equity components. The carrying amount of the liability component was calculated by using the Jump-Diffusion model. The carrying amount of the equity component representing the conversion option was $105,375 and was determined by deducting the fair value of the liability component from the par value of the Convertible Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the Convertible Notes at an effective interest rate of 6.20% over the contractual terms of the Convertible Notes.

Debt issuance costs related to the Convertible Notes comprised of commissions and payable to third party consultants of $11,511 and third party costs of $1,090. The Company allocated the total amount incurred to the liability and equity components of the Convertible Notes based on their relative carrying values. Issuance costs attributable to the liability component were $9,602 and will be amortized to interest expense using the effective interest method over the contractual term. Issuance costs attributable to the equity component were netted with the equity component in stockholders’ equity.

 

- 18 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 4:-

CONVERTIBLE NOTES (Cont.)

 

Capped Call Transactions

In connection with the pricing of the Convertible Notes, the Company entered into privately negotiated capped call transactions (the “Capped Call Transactions”) with certain of the purchasers of the Convertible Notes. The Capped Call Transactions cover, collectively, the number of Company ordinary shares underlying the Convertible Notes, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes. The cost of the Capped Call Transactions was $45,338. The transaction is expected generally to reduce the potential dilution to the ordinary shares upon any conversion of the Convertible Notes and/or offset any cash payments we are required to make in excess of the principal amount upon conversion of the Convertible Notes under certain events described in the Capped Call Transactions.

As the Capped Call Transactions are considered indexed to the Company’s share and are considered equity classified, they are recorded in shareholders’ equity on the consolidated balance sheet and are not accounted for as derivatives.

The cost of the Capped Call Transactions was recorded as a reduction to additional paid-in capital.

The net carrying amount of the Convertible Notes were as follows:

 

     Principal
outstanding
     Unamortized
debt
discount
     Unamortized
debt
issuance
costs
     Net
carrying
value
 

December 31, 2019:

           

Convertible Notes

   $ 442,750      $ (77,527    $ (6,508    $ 358,715  
  

 

 

    

 

 

    

 

 

    

 

 

 

June 30, 2020:

           

Convertible Notes

   $ 442,750      $ (67,673    $ (5,413    $ 369,664  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 19 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 4:-

CONVERTIBLE NOTES (Cont.)

 

The net carrying amount of the equity component of the Convertible Notes were as follows:

 

     Amount
allocated to
conversion
option
     Less:
allocated
issuance
costs and
Capped call
     Equity
component,
net
 

June 30, 2020:

        

Convertible notes

   $ 105,375      $ (48,337    $ 57,038  
  

 

 

    

 

 

    

 

 

 

The Company recognized interest expense on the Convertible Notes as follows:

 

Six months ended June 30, 2020                                 

Amortization of debt discount and issuance costs

      $  10,949
     

 

The effective interest rate of the liability component is 6.20% for the Convertible Notes.

 

     Amount
allocated to
conversion
option
     Less:
allocated
issuance
costs and
Capped call
     Equity
component,
net
 

December 31, 2019:

        

Convertible notes

   $ 105,375      $ (48,337    $ 57,038  
  

 

 

    

 

 

    

 

 

 

 

Six months ended June 30, 2019                                     

Amortization of debt discount and issuance costs

      $  10,311
     

 

 

- 20 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 5:-

COMMITMENTS AND CONTINGENT LIABILITIES

Legal contingencies:

The Company reviews the status of each legal matter it is involved in, from time to time, in the ordinary course of business and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the estimated loss. These accruals are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. As of June 30, 2020, the Company is not involved in any claims or legal proceedings which require accrual of liability for the estimated loss.

 

NOTE 6:-

SHAREHOLDERS’ EQUITY

 

  a.

Share based compensation:

In April 2007, the Company’s Board of Directors adopted an Employee Shares Incentive Plan (the “2007 Plan”). Under the 2007 Plan, options may be granted to employees, officers, non-employees consultants and directors of the Company and its Subsidiaries. The 2007 plan was terminated on October 15, 2013, although option awards outstanding as of that date will continue in full force in accordance with the terms under which they were granted. In October 2013, the Company’s Board of Directors adopted a new Employee Shares Incentive Plan (the “2013 Plan”). The 2013 Plan provides for the grant of options, restricted shares, RSUs, share appreciation rights, cash-based awards, dividend equivalents and other share-based awards to directors, employees, officers, consultants of the Company and its subsidiaries.

As of June 30, 2020, an aggregate of 2,251,774 shares were still available for future grant. Each option granted under the 2013 Plan expires no later than ten years from the date of grant. The vesting period of the options is generally four years, unless the Board of Directors or the Board’s Compensation Committee determines otherwise. Any option which is forfeited or cancelled before expiration becomes available for future grants.

 

- 21 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 6:-

SHAREHOLDERS’ EQUITY (Cont.)

 

The total share-based compensation expense related to all of the Company’s equity-based awards, which include options, RSUs and employee stock purchase rights issued pursuant to the Company’s Employee Share Purchase Plan (“ESPP”) and recognized for the six months ended June 30, 2019 and 2020 was comprised as follows:

 

     Six months ended June 30,  
     2020      2019  

Cost of revenues

     3,500        2,747  

Research and development

     34,401        26,375  

Sales and marketing

     9,963        9,254  

General and administrative

     17,821        14,096  
  

 

 

    

 

 

 

Total share-based compensation expense

     65,685        52,472  
  

 

 

    

 

 

 

Total unrecognized compensation cost amounted to $320,864 as of June 30, 2020, and is expected to be recognized over a weighted average period of approximately 2.9 years.

 

  b.

Options granted to employees:

A summary of the activity in options granted to employees for the six months ended June 30, 2020 is as follows:

 

     Number
of
options
     Weighted
average
exercise
price
     Weighted
Average
remaining
contractual
term

(in years)
     Aggregate
intrinsic
value
 

Balance at December 31, 2019

     7,438,119      $ 37.53        5.49      $ 631,994  

Granted

     635,680        142.32        

Exercised

     (3,140,598      9.55        

Forfeited

     (31,111      66.81        
  

 

 

    

 

 

       

Balance at June 30, 2020

     4,902,090      $ 68.86        7.06        918,474  
  

 

 

    

 

 

    

 

 

    

 

 

 

Exercisable at June 30, 2020

     2,713,016      $ 43.40        5.89        577,377  
  

 

 

    

 

 

    

 

 

    

 

 

 

Vested and expected to vest at June 30, 2020

     4,791,890      $ 68.17        7.02      $ 901,093  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

- 22 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 6:-

SHAREHOLDERS’ EQUITY (Cont.)

 

The Company estimates the fair value of share options granted using the Black-Scholes-Merton option-pricing model, which requires a number of assumptions: the expected volatility is based upon actual historical share price movements; the expected term of options granted is based upon historical experience and represents the period of time that options granted are expected to be outstanding; the risk-free interest rate is based on the yield from U.S. Federal Reserve zero-coupon bonds with an equivalent term; For restricted share units the fair value is based on the closing market value of the underlying shares at the date of grant. The Company has historically not paid dividends and has no foreseeable plans to pay dividends and, therefore, uses an expected dividend yield of zero in the option pricing model.

The following table set forth the parameters used in computation of the options compensation to employees for the six months ended June 30, 2019 and 2020:

 

     Six Months ended June 30,
     2019   2020

Expected volatility

   43.83%-45.25%   42.26%-48.23%

Expected dividends

   0%   0%

Expected term (in years)

   4.94-4.95   4.88-4.99

Risk free rate

   2.14%-2.47%   0.33%-1.40%

The following table set forth the parameters used in computation of the employee stock purchase plan for the six months ended June 30, 2019 and 2020:

 

     Six Months ended June 30,
     2019   2020

Expected volatility

   54.49%   34.50%

Expected dividends

   0%   0%

Expected term (in years)

   0.5   0.5

Risk free rate

   2.52%   0.95%

 

- 23 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 6:-

SHAREHOLDERS’ EQUITY (Cont.)

 

  c.

Options granted to non-employees consultants:

The following tables summarizes information about the Company’s outstanding and exercisable options to purchase ordinary shares granted to non-employees consultants as of June 30, 2020 and as of December 31, 2019:

 

Grant

Date

   Options
outstanding

as of
June 30, 2020
     Exercise
price
     Exercisable
as of June 30,
2020
     Exercisable
through
 
            $                

January 25, 2011

     1,000        0.67        1,000        January 25, 2021  

January 9, 2013

     3,400        2.34        3,400        January 9, 2023  
  

 

 

       

 

 

    
     4,400           4,400     
  

 

 

       

 

 

    

 

Grant

Date

   Options
outstanding

as of
December 31,
2019
     Exercise
price
     Exercisable
as of
December 31,

2019
     Exercisable
through
 
            $                

January 25, 2011

     6,000        0.67        6,000        January 25, 2021  

January 9, 2013

     3,400        2.34        3,400        January 9, 2023  
  

 

 

       

 

 

    
     9,400           9,400     
  

 

 

       

 

 

    

No options were granted to non-employees during the six months ended June 30, 2020 and for the year ended December 31, 2019.

 

  d.

A summary of RSU activity for the six months ended June 30, 2020, is as follows:

 

     Number
of
shares
     Weighted
average
grant date
fair value
per share
 
            $  

Unvested as of December 31, 2019

     2,124,430      $ 98.50  

Granted

     636,699        159.00  

Vested

     (481,540      86.44  

Forfeited

     (88,963      108.85  
  

 

 

    

Unvested as of June 30, 2020

     2,190,626      $ 118.33  
  

 

 

    

 

 

 

 

- 24 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 7:-

BASIC AND DILUTED NET LOSS PER SHARE

Basic net income (loss) per share is computed based on the weighted average number of shares of common share outstanding during each period. Diluted net income (loss) per share is computed based on the weighted average number of shares of common share outstanding during each period, plus dilutive potential shares of common share considered outstanding during the period, in accordance with FASB ASC No. 260, “Earnings Per Share.”

 

     Six months ended June 30  
     2020      2019  

Net loss available to shareholders of ordinary shares

   $ (96,889    $ (47,474
  

 

 

    

 

 

 

Denominator:

     

Shares used in computing net loss per ordinary shares, basic and diluted

     53,266,895        49,917,692  
  

 

 

    

 

 

 

Basic and diluted net loss per ordinary share

     (1.82      (0.95
  

 

 

    

 

 

 

The following table summarizes the reconciliation of the basic weighted average number of shares outstanding and the diluted weighted average number of shares outstanding.

 

     Six months ended June 30  
     2020      2019  

Shares used in computing net loss per ordinary shares, basic and diluted

     53,266,895        49,917,692  
  

 

 

    

 

 

 

The following items have been excluded from the diluted weighted average number of shares outstanding because they are anti-dilutive:

     

Share options

     4,906,490        7,744,708  

Restricted share units

     2,190,991        2,289,069  

Convertible Notes (if-converted)

     3,104,251        3,104,251  
  

 

 

    

 

 

 
     63,468,627      63,055,720  
  

 

 

    

 

 

 

 

- 25 -


WIX.COM LTD.

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

U.S. dollars in thousands (except share and per share data)

 

NOTE 8:-

SEGMENTS, CUSTOMERS AND GEOGRAPHIC INFORMATION

 

  a.

The Company applies ASC topic 280, “Segment Reporting”, (“ASC No. 280”). The Company operates in one reportable segment. Total revenues are attributed to geographic areas based on the location of the end customer.

 

  b.

The following tables present total revenues for the six months ended June 30, 2019 and 2020 and long-lived assets as of December 31, 2019 and as of June 30, 2020:

Revenues:

 

     Six months ended June 30  
     2020      2019  

North America (*)

     256,178        193,287  

Europe

     113,978        93,633  

Latin America

     24,893        25,164  

Asia and others

     56,997        47,625  
  

 

 

    

 

 

 
     452,046        359,709  
  

 

 

    

 

 

 

 

  (*)

Include revenue from USA in amount of $170,989 and $232,252 for first six months of 2019 and 2020, respectively.

Long-lived assets:

 

     June 30      December 31  
     2020      2019  

Israel

   $ 19,277      $ 18,863  

Europe and Asia

     4,032        3,642  

America

     9,617        9,201  
  

 

 

    

 

 

 
   $ 32,926      $ 31,706  
  

 

 

    

 

 

 

 

- 26 -