Form 8-K
0001822250 False 0001822250 2022-05-05 2022-05-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549





Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  May 5, 2022


ContextLogic Inc.

(Exact name of registrant as specified in its charter)


(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

One Sansome Street 33rd Floor

San Francisco, California 94104

(Address of Principal Executive Offices) (Zip Code)

(415) 432-7323

(Registrant's telephone number, including area code)


(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareWISHThe Nasdaq Stock Market LLC
(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   

Item 2.02. Results of Operations and Financial Condition.

On May 5, 2022, ContextLogic Inc. (the “Company”) issued a press release announcing the Company’s financial results for the first quarter ended March 31, 2022. A copy of the Company’s press release is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On May 5, 2022, the Company posted supplemental investor materials on its website. The Company announces material information to the public about the Company, its products and services and other matters through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, and the investor relations section of its website ( in order to achieve broad, non-exclusionary distribution of information to the public and for complying with its disclosure obligations under Regulation FD.

The information in this current report on Form 8-K (including Exhibit 99.1) 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 of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filing.   

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description
99.1 Press release issued by ContextLogic Inc. on May 5, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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 hereunto duly authorized.

 ContextLogic Inc.
Date: May 5, 2022By: /s/ Vijay Talwar        
  Vijay Talwar
  Chief Executive Officer
Principal Executive Officer






Wish Reports First-Quarter 2022 Financial Results

Company To Ramp Ad Spend Earlier Than Planned Due to Turnaround Progress

SAN FRANCISCO, May 05, 2022 (GLOBE NEWSWIRE) -- ContextLogic Inc. (d/b/a Wish) (Nasdaq: WISH), one of the largest mobile ecommerce platforms, today reported its financial results for the quarter ended March 31, 2022.

First-Quarter Fiscal 2022 Financial Highlights

“We are seeing progress in our turnaround in just a few short months, including a doubling of our NPS, and lower post shipment refunds,'' said Vijay Talwar, Wish CEO. “These encouraging signs, particularly the increased NPS scores, give us confidence to believe that consumers will return to the Wish marketplace as we begin to ramp advertising spend in June instead of August. We plan exciting new initiatives in the coming months, including the launch of a Women's Fashion Category as well as the rebranding of Wish.”

First Quarter 2022 Consolidated Financials

The following tables include unaudited GAAP and non-GAAP financial highlights for the periods presented:

(in millions, except percentages; unaudited)

  Three Months Ended        
  March 31,        
  2022     2021   YoY %
Revenue $ 189     $ 772     (76 )%
Core marketplace revenue $ 90     $ 477     (81 )%
ProductBoost revenue $ 14     $ 50     (72 )%
Marketplace revenue $ 104     $ 527     (80 )%
Logistics revenue $ 85     $ 245     (65 )%



Other Financial Data
(in millions, except percentages; unaudited)

  Three Months Ended  
  March 31,  
  2022     2021  
Net loss $ (60 )   $ (128 )
% of Revenue   (32 )%     (17 )%
Adjusted EBITDA* $ (40 )   $ (79 )
% of Revenue   (21 )%     (10 )%

*Indicates non-GAAP metric. See below for more information regarding our presentation of non-GAAP metrics in the section titled: “Use of Non-GAAP Financial Measures.”

Forward Looking Guidance - Q2 2022
(in millions, except percentages, unaudited)

We expect the following financial results for Adjusted EBITDA in the period presented below:

  Three Months Ended  
  June 30, 2022  
Adjusted EBITDA* $ (90 ) to $ (100 )
% YoY   (34 )%     (49 )%

*Wish has not provided a quantitative reconciliation of forecasted Adjusted EBITDA to forecasted GAAP net income (loss) for total Adjusted EBITDA or to forecasted GAAP income (loss) before income taxes for segment Adjusted EBITDA within this earnings release because the company is unable, without making unreasonable efforts, to calculate certain reconciling items with confidence. These items include, but are not limited to: income taxes which are directly impacted by unpredictable fluctuations in the market price of the company's stock.

Conference Call & Webcast Information

Wish will host a live conference call to discuss the results today at 2:45 p.m. PT / 5:45 p.m. ET. A link to the live webcast and recorded replay of the conference call will be available on the investor relations section of Wish’s corporate website. The live call may also be accessed via phone at (833) 664-1138 toll-free domestically and at (470) 414-9349 internationally. Please reference conference ID: 3262828

About Wish

Wish brings an affordable and entertaining shopping experience to millions of consumers around the world. Since our founding in San Francisco in 2010, we have become one of the largest global ecommerce platforms, connecting millions of value-conscious consumers to hundreds of thousands of merchants globally. Wish combines technology and data science capabilities and an innovative discovery-based mobile shopping experience to create a highly-visual, entertaining, and personalized shopping experience for its users. For more information about the company or to download the Wish mobile app, visit or follow @Wish on Facebook, Instagram and TikTok or @WishShopping on Twitter and YouTube.




Use of Non-GAAP Financial Measures

We provide Adjusted EBITDA, a non-GAAP financial measure that represents our net income (loss) adjusted to exclude: interest and other income (expense), net (which includes foreign exchange gain or loss, foreign exchange forward contracts gain or loss and gain or loss on one-time non-operating transactions); provision or benefit for income taxes; depreciation and amortization; stock-based compensation expense and related payroll taxes; lease impairment related expenses; and other items. Additionally, in this news release, we present Adjusted EBITDA Margin, a non-GAAP financial measure that represents Adjusted EBITDA divided by revenue. The reconciliation between historical GAAP and non-GAAP results of operations is provided below. Our management uses Adjusted EBITDA in conjunction with GAAP and other operating performance measures as part of its overall assessment of the company’s performance for planning purposes, including the preparation of its annual operating budget, to evaluate the effectiveness of its business strategies and to communicate with its board of directors concerning its financial performance. Adjusted EBITDA should not be considered as an alternative financial measure to net loss, which is the most directly comparable financial measure calculated in accordance with GAAP, or any other measure of financial performance calculated in accordance with GAAP.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, statements regarding Wish’s outlook including expectations with respect to revenue and adjusted EBITDA, merchant relationships, new business strategies and restructuring efforts, including cost-saving measures, our ability to execute on new strategic priorities related to our turnaround efforts, including actions to enhance the user experience and engagement, NPS scores, the turnaround timeline, including user growth, the potential impact of our marketing and product initiatives, including ad spending, new executive hires, growth opportunities, quotations from management, and the anticipated return on our investments and their ability to drive future growth. In some cases, forward-looking statements can be identified by terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “foresees,” “forecasts,” “guidance,” “intends” “goals,” “may,” “might,” “outlook,” “plans,” “potential,” “predicts,” “projects,” “seeks,” “should,” “targets,” “will,” “would” or similar expressions and the negatives of those terms. These forward-looking statements are subject to risks, uncertainties, and assumptions. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Risks include, but are not limited to: our ability to attract, retain and monetize users; risks associated with software updates to the platform; the effectiveness of our CEO transition; increasing requirements on collection of sales and value added taxes; the success of our execution on new business strategies; compromises in security; changes by third-parties that restrict our access or ability to identify users; competition; disruption, degradation or interference with the hosting services we use and infrastructure; our financial performance and fluctuations in operating results; pressure and fluctuation in our stock price, including as a result of short selling and short squeezes; challenges in our logistics programs; challenges in growing new initiatives; the effectiveness of our internal controls; the continued services of members of our senior management team; our ability to offer and promote our app on the Apple App Store and the Google Play Store; the dual class structure of our common stock; our brand; legal matters; the ongoing COVID-19 pandemic; supply chain issues; global conflicts, including the Russian invasion of Ukraine; and economic tension between the United States and China. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Further information on these and additional risks that could affect Wish’s results is included in its filings with the Securities and Exchange Commission (“SEC”), including its most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and future reports that Wish may file with the SEC from time to time, which could cause actual results to vary from expectations. Any forward-looking statement made by Wish in this news release speaks only as of the day on which Wish makes it. Wish assumes no obligation to, and does not currently intend to, update any such forward-looking statements after the date of this release.

The unaudited financial results in this news release are estimates based on information currently available to Wish. While Wish believes these estimates are meaningful, they could differ from the actual amounts that the company ultimately reports in its Form 10-Q for the quarter ended March 31, 2022. Wish assumes no obligation and does not intend to update these estimates prior to filing its Form 10-Q for the quarter ended March 31, 2022.




A Note About Metrics

The numbers for some of our metrics, including MAUs and LTM Active Buyers, are calculated and tracked with internal tools, which are not independently verified by any third party. We use these metrics to assess the growth and health of our overall business. While these numbers are based on what we believe to be reasonable estimates of our user or merchant base for the applicable period of measurement, there are inherent challenges in measurement as the methodologies used require significant judgment and may be susceptible to algorithm or other technical errors. In addition, we regularly review and adjust our processes for calculating metrics to improve their accuracy, and our estimates may change due to improvements or changes in technology or our methodology.






ContextLogic Inc.
Condensed Consolidated Balance Sheets
(in millions, except per share data)

    As of March 31,     As of December 31,  
    2022     2021  
Current assets:                
Cash and cash equivalents   $ 760     $ 1,009  
Marketable securities     260       150  
Funds receivable     14       17  
Prepaid expenses and other current assets     45       48  
Total current assets     1,079       1,224  
Property and equipment, net     15       17  
Right-of-use assets     14       18  
Marketable securities     9       17  
Other assets     4       7  
Total assets   $ 1,121     $ 1,283  
Liabilities and Stockholders’ Equity                
Current liabilities:                
Accounts payable   $ 40     $ 67  
Merchants payable     150       185  
Refunds liability     12       23  
Accrued liabilities     150       174  
Total current liabilities     352       449  
Lease liabilities, non-current     14       16  
Total liabilities     366       465  
Stockholders’ equity     755       818  
Total liabilities and stockholders’ equity   $ 1,121     $ 1,283  



ContextLogic Inc.
Condensed Consolidated Statements of Operations
(in millions, except per share data)

    Three Months Ended  
    March 31,  
    2022     2021  
Revenue   $ 189     $ 772  
Cost of revenue(1)     125       335  
Gross profit     64       437  
Operating expenses:                
Sales and marketing(1)     45       470  
Product development(1)     66       51  
General and administrative(1)     15       42  
Total operating expenses     126       563  
Loss from operations     (62 )     (126 )
Other income, net:                
Interest and other income, net     2        
Loss before provision for income taxes     (60 )     (126 )
Provision for income taxes           2  
Net loss     (60 )     (128 )
Net loss per share, basic and diluted   $ (0.09 )   $ (0.21 )
Weighted-average shares used in computing net loss per share, basic and diluted     661       619  

(1) includes the following stock-based compensation expense:

    Three Months Ended  
    March 31,  
      2022       2021  
Cost of revenue   $ (1 )   $ 5  
Sales and marketing     1       3  
Product development     14       15  
General and administrative     (16 )     14  
Total stock-based compensation expense   $ (2 )   $ 37  



ContextLogic Inc.
Condensed Consolidated Statements of Cash Flows
(in millions)

    Three Months Ended  
    March 31,  
    2022     2021  
Cash flows from operating activities:                
Net loss   $ (60 )   $ (128 )
Adjustments to reconcile net loss to net cash used in operating
Noncash inventory write-downs     3        
Depreciation and amortization     2       2  
Noncash lease expense     2       4  
Impairment of lease assets and property and equipment     4        
Stock-based compensation expense     (2 )     37  
Other     2       (3 )
Changes in operating assets and liabilities:                
Funds receivable     3       18  
Prepaid expenses, other current and noncurrent assets     (1 )     16  
Accounts payable     (27 )     (143 )
Merchants payable     (35 )     (73 )
Accrued and refund liabilities     (33 )     (69 )
Lease liabilities     (2 )     (4 )
Other current and noncurrent liabilities     (2 )     (11 )
Net cash used in operating activities     (146 )     (354 )
Cash flows from investing activities:                
Purchases of property and equipment and development of internal-use software     (2 )      
Purchases of marketable securities     (153 )     (53 )
Maturities of marketable securities     50       67  
Net cash (used in) provided by investing activities     (105 )     14  
Cash flows from financing activities:                
Payment of taxes related to RSU settlement           (5 )
Net cash provided used in financing activities           (5 )
Net decrease in cash, cash equivalents and restricted cash     (251 )     (345 )
Cash, cash equivalents and restricted cash at beginning of period     1,018       1,965  
Cash, cash equivalents and restricted cash at end of period   $ 767     $ 1,620  
Reconciliation of cash, cash equivalents, and restricted cash to the condensed consolidated balance sheets:                
Cash and cash equivalents   $ 760     $ 1,620  
Restricted cash included within prepaid expenses and other current assets in the condensed consolidated balance sheets     7        
Total cash, cash equivalents and restricted cash   $ 767     $ 1,620  
Supplemental cash flow disclosures:                
Cash paid for income taxes, net of refunds   $ 3     $ 2  



ContextLogic Inc.
Reconciliation of GAAP Net Loss to Non-GAAP Adjusted EBITDA
(in millions, except percentages)

    Three Months Ended  
    March 31,  
    2022     2021  
Revenue   $ 189     $ 772  
Net loss     (60 )     (128 )
Net loss as a percentage of revenue     (32 )%     (17 )%
Interest and other income, net     (2 )      
Provision for income taxes           2  
Depreciation and amortization     2       2  
Stock-based compensation expense     (2 )     37  
Employer payroll taxes related to stock-based compensation expense           7  
Restructuring and other discrete items     22        
Recurring other items           1  
Adjusted EBITDA   $ (40 )   $ (79 )
Adjusted EBITDA margin     (21 )%     (10 )%



ContextLogic Inc.
Reconciliation of GAAP Net Cash Used in Operating Activities to Non-GAAP Free Cash Flow
(in millions)

    Three Months Ended  
    March 31,  
    2022     2021  
Cash used in operating activities   $ (146 )   $ (354 )
Purchases of property and equipment and development of internal-use software     2        
Free Cash Flow   $ (148 )   $ (354 )






Non-GAAP Statement of Operations

Our presentation of non-GAAP Statement of Operations excludes the impact of stock-based compensation expense and related payroll taxes. This measure is not a key metric used by our management and board of directors to measure operating performance or otherwise manage the business. However, we provide non-GAAP Statement of Operations as supplemental information to investors, as we believe the exclusion of stock-based compensation expense and related payroll facilitates investors’ operating performance comparisons on a period-to-period basis. You should not consider the non-GAAP Statement of Operations in isolation or as a substitute for analysis of our results as reported under GAAP.

ContextLogic Inc.
Reconciliation of GAAP Statement of Operations to Non-GAAP Statement of Operations
(in millions)

  GAAP     Non-GAAP Adjustments     Non-GAAP  
  Q1'22     (1 )     (2 )     Q1'22  
Revenue $ 189     $       $       $ 189  
Cost of revenue   125       1         (2 )       124  
Gross profit   64       (1 )       2         65  
Operating expenses:                              
Sales and marketing   45       (1 )       (3 )       41  
Product development   66       (14 )       (10 )       42  
General and administrative   15       16         (7 )       24  
Total operating expenses   126       1         (20 )       107  
Loss from operations   (62 )     (2 )       22         (42 )
Other income, net:                              
Interest and other income, net   2                       2  
Loss before provision for income taxes   (60 )     (2 )       22         (40 )
Provision for income taxes                          
Net loss $ (60 )   $ (2 )     $ 22       $ (40 )

1)   Stock-based compensation expense
2)   Restructuring charges and a one-time bonus paid to employees who have incurred tax obligations as a result of the settlement of their restricted stock units that vested upon IPO

  GAAP     Non-GAAP Adjustments     Non-GAAP  
  Q1`21     (1 )     (2 )     Q1`21  
Revenue $ 772     $       $       $ 772  
Cost of revenue   335       (5 )       (1 )       329  
Gross profit   437       5         1         443  
Operating expenses:                              
Sales and marketing   470       (3 )       (1 )       466  
Product development   51       (15 )       (3 )       33  
General and administrative   42       (14 )       (2 )       26  
Total operating expenses   563       (32 )       (6 )       525  
Loss from operations   (126 )     37         7         (82 )
Loss before provision for income taxes   (126 )     37         7         (82 )
Provision for income taxes   2                       2  
Net loss $ (128 )   $ 37       $ 7       $ (84 )

1)   Stock-based compensation expense
2)   Payroll taxes related to stock-based compensation expense




Investor Relations:
Randy Scherago, Wish

Media contacts:
Carys Comerford-Green, Wish