Warby Parker

State · RetailStore Count · State · RetailStore Count

Alabama · 3 · Mississippi · 1

Arizona · 6 · Missouri · 5

Arkansas · 1 · Nebraska · 1

California · 34 · Nevada · 2

Colorado · 6 · New Hampshire · 2

Connecticut · 8 · New Jersey · 17

District of Columbia · 7 · New Mexico · 1

Florida · 23 · New York · 29

Georgia · 11 · North Carolina · 13

Idaho · 1 · Ohio · 9

Illinois · 13 · Oklahoma · 2

Indiana · 2 · Oregon · 3

Iowa · 1 · Pennsylvania · 12

Kansas · 2 · Rhode Island · 2

Kentucky · 2 · South Carolina · 3

Louisiana · 2 · Tennessee · 4

Maine · 1 · Texas · 23

Maryland · 9 · Utah · 4

Massachusetts · 16 · Virginia · 13

Michigan · 8 · Washington · 6

Minnesota · 7 · Wisconsin · 3

We believe our facilities are adequate and suitable for our current needs, and that should it be needed, suitable additional or alternative space will be available to accommodate our operations.

• Our e-commerce and omnichannel business faces distinct risks, and our failure to successfully manage it could have a negative impact on our profitability.
• Future operational success depends on our ability to develop, maintain and extend relationships with managed vision care companies, vision insurance providers, and other third-party payors, or otherwise continue to attract these members to shop with us.
• Our profitability and cash flows may be negatively affected if we are not successful in managing our inventory balances and inventory shrinkage.
• Our business is affected by seasonality.
• Certain technological advances, greater availability of, or increased consumer preferences for, vision correction alternatives to prescription eyeglasses or contact lenses, and future drug development for the correction of vision-related problems may reduce the demand for our products and adversely impact our business and profitability.
• Environmental, social, and governance (“ESG”) matters may adversely impact our business and reputation.
• We depend on highly skilled personnel to grow and operate our business, and if we are unable to hire, retain, and motivate our personnel, we may not be able to grow effectively.
• We believe that our company culture has contributed to our success and if we cannot maintain this culture as we grow, our business could be harmed.
• We could be adversely affected by product liability, product recall or personal injury issues.
• Refunds, cancellations, and warranty claims could harm our business.
• We expect a number of factors to cause our results of operations and operating cash flows to fluctuate on a quarterly and annual basis, which may make it difficult to predict our future performance.
• We may require additional capital to support the growth of our business, and this capital might not be available on acceptable terms, if at all.
• Our credit agreement contains restrictions that limit our flexibility in operating our business.
• Risks Related to Our Legal and Regulatory Environment
• We are subject to extensive state, local, and federal vision care and healthcare laws and regulations, and failure to adhere to such laws and regulations would adversely affect our business.
• State corporate practice of medicine and optometry and fee-splitting laws govern at least some of our business operations, and violation of such laws could result in penalties and adversely affect our contractual relationships with optometrists, ophthalmologists, or affiliated professional entities that employ such providers and our financial condition and results of operations.
• We are subject to rapidly changing and increasingly stringent laws, regulations, contractual obligations, and industry standards relating to privacy, data security, and data protection. The restrictions and costs imposed by these laws and other obligations, or our actual or perceived failure to comply with them, could subject us to liabilities that adversely affect our business, operations, and financial performance.
• Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
• Failure to adequately maintain and protect our intellectual property and proprietary rights could harm our brand, devalue our proprietary content, and adversely affect our ability to compete effectively.
• We may incur costs to defend against, and could be vulnerable to or face liability for, intellectual property infringement claims brought against us by others.
• Government regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations.
• Eyeglasses, contact lenses and visual acuity charts are regulated as medical devices by the FDA, and our failure, or the failure of any third-party manufacturers, to obtain and maintain the necessary marketing authorizations for our products could have a material adverse effect on our business.
• Our products must be manufactured and distributed in accordance with applicable laws and regulations, and we or our third-party manufacturers could be forced to recall our products or terminate production or be subject to enforcement action if we or they fail to comply with these regulations.
• Legislative or regulatory reforms may make it more difficult and costly for us or third-party manufacturers to obtain marketing authorizations for, or to manufacture, market, or distribute our products.
• Failure to comply with laws, regulations, and enforcement activities or changes in statutory, regulatory, accounting, and other legal requirements could potentially impact our operating and financial results.
• Our use of third-party open-source software could adversely affect our ability to offer our products and offerings and subjects us to possible litigation.
• We are subject to anti-corruption, anti-bribery, anti-money laundering, and similar laws, and non-compliance with such laws can subject us to criminal or civil liability and harm our business, financial condition, and results of operations.
• We could incur significant liabilities related to, and significant costs in complying with, environmental, health, and safety laws and regulations.
• From time to time, we may be subject to legal proceedings, regulatory disputes, and governmental inquiries that could cause us to incur significant expenses, divert our management’s attention, and materially harm our business, financial condition, and operating results.
• Risks Related to Our Dependence on Third Parties
• We face risks associated with suppliers from whom our products are sourced and are dependent on a limited number of suppliers.
• We rely on a limited number of contract manufacturers and logistics partners for our products. A loss of any of these partners could negatively affect our business.
• We rely on third parties for elements of the payment processing infrastructure underlying our business. If these third-party elements become unavailable or unavailable on favorable terms, our business could be adversely affected.
• Our business relies on Amazon Web Services, and any disruption of, or interference with, our use of Amazon Web Services could adversely affect our business, financial condition, or results of operations.
• We depend on marketing, advertising and promotional efforts, including search engines, social media platforms, digital application stores, content-based online advertising, and other online sources to attract consumers to and promote our website and our mobile applications, which may be affected by third-party interference beyond our control and as we grow our customer acquisition costs may continue to rise.
• We rely primarily on third-party insurance policies to insure our operations-related risks. If our insurance coverage is insufficient for the needs of our business or our insurance providers are unable to meet their obligations, we may not be able to mitigate the risks facing our business, which could adversely affect our business, financial condition, and results of operations.
• Risks Related to Taxation Matters
• Our ability to utilize our net operating loss carryforwards and certain other tax attributes to offset taxable income or taxes may be limited.
• Changes in our effective tax rate or liability may have an adverse effect on our results of operations.
• Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results.
• Risks Related to Our Existence as a Public Benefit Corporation
• As a public benefit corporation, our duty to balance a variety of interests may result in actions that do not maximize stockholder value.
• Our status as a public benefit corporation may not result in the benefits that we anticipate.
• Our directors have a fiduciary duty to consider not only our stockholders’ pecuniary interests, but also our specific public benefit and the best interests of stakeholders materially affected by our
• actions. If a conflict between such interests arises, there is no guarantee such a conflict would be resolved in favor of our stockholders.
• As a public benefit corporation, we may be subject to increased derivative litigation concerning our duty to balance stockholder and public benefit interests, the occurrence of which may have an adverse impact on our financial condition and results of operations.
• Risks Related to Ownership of Our Class A Common Stock
• The trading price of our Class A common stock has been volatile and could decline significantly and rapidly.
• Our Co-Founders and Co-CEOs, Neil Blumenthal and Dave Gilboa, if they choose to act together and if they exercise and/or settle their options, RSUs and PSUs that will exercise or settle into Class B common stock, have the ability to exercise significant influence over all matters submitted to stockholders for approval, including exercising significant control over the outcome of director elections.
• We cannot predict the effect our multi-class structure may have on the trading price of our Class A common stock.
• Our business and financial performance have in the past, and may in the future, differ from any projections that we disclose or any information that may be attributed to us by third parties.
• We do not intend to pay dividends for the foreseeable future.
• Additional stock issuances could result in significant dilution to our stockholders and cause the trading price of our Class A common stock to decline. Sales of substantial amounts of our Class A common stock could also negatively impact the trading price of our Class A common stock.
• We cannot guarantee that our share repurchase program will be fully implemented or that such program will enhance the long-term value of the share price of our Class A common stock.
• As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting, and any failure to maintain the adequacy of these internal controls may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
• Certain provisions of our certificate of incorporation, our bylaws, and Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us, and the trading price of our Class A common stock may be lower as a result.
• Our certificate of incorporation designates the Court of Chancery of the State of Delaware and the federal district courts of the United States of America as the exclusive forums for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
• General Risk Factors
• Changes in general economic conditions could reduce consumer demand for our products and services and otherwise negatively impact our business.
• If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
• The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.
• Changing climate and weather patterns leading to severe weather and disasters may cause significant business interruptions and expenditures.