Attached files

file filename
8-K - 8-K - OVERSTOCK.COM, INCa11-9470_38k.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE:

 

April 28, 2011

 

 

 

Media Contact:

Roger Johnson, Overstock.com, Inc.

+1 (801) 947-4430

rojohnson@overstock.com

 

Investor Contact:

Kevin Moon, Overstock.com, Inc.

+1 (801) 947-3282

kmoon@overstock.com

 

Overstock.com Reports Q1 2011 Results

 

SALT LAKE CITY — Overstock.com, Inc. (NASDAQ: OSTK) today reported financial results for the quarter ended March 31, 2011.

 

Key Q1 2011 metrics (comparison to Q1 2010):

·                  Revenue:  $265.5M vs. $264.3M (0% increase);

·                  Gross margin: 18.9% vs. 17.9% (100 basis point increase);

·                  Gross profit:  $50.1M vs. $47.3M (6% increase);

·                  Sales and marketing expense: $15.4M vs. $14.3M (8% increase);

·                  Contribution (non-GAAP measure): $34.7M vs. $33.0M (5% increase);

·                  G&A/Technology expense: $34.6M vs. $28.9M (20% increase);

·                  Net income (loss) attributable to common shares: ($454,000) vs. $3.7M ($4.2M decrease); and

·                  Diluted EPS: ($0.02)/share vs. $0.16/share ($(0.18) decrease).

 

The Company will hold a conference call and webcast to discuss its first quarter 2011 financial results today at 2:00 p.m. Eastern Time. Please email questions to Kevin Moon at kmoon@overstock.com prior to the conference call.

 

Key financial and operating metrics:

 

Total revenue — Revenues were flat in the first quarter of 2011 on a year-over-year basis. Total revenue was $265.5 million and $264.3 million in the first quarter of 2011 and 2010, respectively. Direct revenue decreased 4.8% to $48.2 million, and fulfillment partner revenue increased 1.7% to $217.3 million. Pricing initiatives, which were a key driver of strong revenue growth last year, have largely been realized and did not have a significant impact on revenue growth this quarter. In addition, revenues from Google’s natural search rankings were impacted due to the penalty imposed by Google Inc. for noncompliance with some of its natural search guidelines. We estimate that our

 



 

revenues were adversely impacted from February 22, 2011 through April 21, 2011 while the penalty was in place.

 

Gross profit —Gross profit for the first quarter of 2011 and 2010 was $50.1 million and $47.3 million, respectively, a 6% increase, representing 18.9% and 17.9% of total revenue for those periods.  Gross margin for the direct business decreased to 10.7% for the first quarter of 2011, from 13.8% for the same period last year. The decrease is primarily due to promotional activities to sell seasonal merchandise along with higher returns costs, partially offset by a shift in product mix from lower to higher margin products. Gross margin for the fulfillment partner business increased to 20.7% for the first quarter of 2011, from 18.8% last year. The increase is primarily due to a shift in product mix from lower to higher margin products, reduced shipping costs and improved product pricing.

 

Contribution (a non-GAAP financial measure) and contribution margin (a non-GAAP financial measure) — Contribution for the first quarter of 2011 and 2010 was $34.7 million and $33.0 million, respectively, a 5% increase. Contribution margin was 13.1% and 12.5% for those same periods.

 

Contribution (a non-GAAP financial measure) (which we reconcile to “gross profit” in our statement of operations) consists of gross profit less sales and marketing expense and reflects an additional way of viewing our results. Contribution margin is contribution as a percentage of total net revenue. When viewed with our GAAP gross profit less sales and marketing expenses, we believe contribution and contribution margin provides management and users of the financial statements information about our ability to cover our fixed operating costs, such as technology and general and administrative expenses. Contribution and contribution margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure. The material limitation associated with the use of contribution is that it is an incomplete measure of profitability as it does not include all operating expenses or non-operating income and expenses. Management compensates for these limitations when using this measure by looking at other GAAP measures, such as operating income (loss) and net income (loss).

 

For further details on contribution and contribution margin, see the calculation of these non-GAAP financial measures and the reconciliation of contribution to gross profit below (in thousands):

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Total net revenue

 

$

 265,470

 

$

 264,330

 

Cost of goods sold

 

215,386

 

217,059

 

 

 

 

 

 

 

Gross profit

 

50,084

 

47,271

 

Less: Sales and marketing expense

 

15,425

 

14,279

 

 

 

 

 

 

 

Contribution

 

$

 34,659

 

$

 32,992

 

 

 

 

 

 

 

Contribution margin

 

13.1

%

12.5

%

 

Sales and marketing expenses — Sales and marketing expenses totaled $15.4 million and $14.3 million for the first quarter of 2011 and 2010, respectively, an 8% increase and representing 5.8% and 5.4% of revenue for the same periods. The increase in sales and marketing costs as a percentage of revenue was primarily due to increased marketing expenditures to mitigate the

 



 

negative impact of the Google penalty, and an increase in salaries and benefits expense (primarily due to increases in staffing).

 

Technology expenses — Technology expenses totaled $16.7 million and $13.9 million for the first quarter of 2011 and 2010, respectively, a 19% increase, and representing 6.3% and 5.3% of revenue for those respective periods. The $2.8 million increase is primarily due to a $1.6 million increase in salaries and benefits expense (primarily due to increases in staffing), and an $898,000 increase in depreciation expense as a result of significant capital expenditures for information technology assets in 2010.

 

General and administrative (“G&A”) expenses — G&A expenses totaled $18.0 million and $14.9 million for the first quarter of 2011 and 2010, respectively, a 21% increase and representing 6.8% and 5.6% of total revenue for those respective periods.  The $3.1 million increase is primarily due to a $1.8 million increase in legal fees, a $1.0 million increase in salaries and benefits expense (primarily due to increases in staffing), partially offset by a $1.1 million decrease in professional service fees for our external auditors.

 

Restructuring — No restructuring charges occurred during the first quarter of 2011 and 2010. We reversed $136,000 of lease termination costs liability during the first quarter 2010 due to changes in the estimate of sublease income, primarily as a result of our entering into an agreement with a sublessee to terminate the sublease and re-occupy a portion of the space previously abandoned, due to our growth and need for additional space.

 

Operating income — Operating income for the first quarter of 2011 was $13,000 compared to $4.3 million in 2010, a $4.3 million decrease, and representing 0% and 1.6% of total revenue for those respective periods.

 

Interest income — Interest income was $52,000 and $16,000 for the first quarter of 2011 and 2010, respectively.

 

Interest expense — Interest expense for the first quarter of 2011 and 2010 was $676,000 and $802,000, respectively. Interest expense is largely related to interest incurred on our Senior Notes, finance obligations and capital leases. The decrease in interest expense in 2011 is primarily a result of extinguishments of Senior Notes, partially offset by increased interest expense related to our finance obligations.

 

Other income, net — Other income, net for the first quarter of 2011 and 2010 was $189,000 and $371,000, respectively.

 

Income taxes — Income tax for the first quarter of 2011 and 2010 was $22,000 and $129,000, respectively.

 

Net income (loss) attributable to common shares — Net loss attributable to common shares for the first quarter of 2011 was $(454,000), or ($0.02) per share on a fully diluted basis, compared to net income attributable to common shares of $3.7 million, or $0.16 per share on a fully diluted basis for the first quarter of 2010.

 

Free cash flow (a non-GAAP financial measure) — Free cash flow for the first quarter of 2011 and 2010 totaled ($10.9) million and ($32.6) million, respectively. The $21.7 million year over year increase was due primarily to a $2.8 million decrease in capital expenditures in the first quarter of 2011 over 2010, and an $18.9 million increase in operating cash flow, which was primarily due to a

 



 

larger reduction in inventory and lower payments of accounts payable during Q1 2011 compared to last year.

 

Free cash flow reflects an additional way of viewing our cash flows and liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows and liquidity. Free cash flow, which we reconcile to “net cash provided by operating activities,” is cash flow from operations, reduced by “expenditures for fixed assets, including internal-use software and website development.” We believe that cash flows from operating activities is an important measure, since it includes both the cash impact of the continuing operations of the business and changes in the balance sheet that impact cash. However, we believe free cash flow is a useful measure to evaluate our business since purchases of fixed assets are a necessary component of ongoing operations and free cash flow measures the amount of cash we have available for future investment, debt retirement or other changes to our capital structure after we have paid all of our expenses. Therefore, we believe it is important to view free cash flow as a complement to our entire consolidated statements of cash flows.

 

Our calculation of free cash flow is set forth below (in thousands):

 

 

 

Three months ended
March 31,

 

Twelve months ended
March 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

$

(9,228

)

$

(28,166

)

$

35,260

 

$

44,981

 

Expenditures for fixed assets, including internal-use software and website development

 

(1,676

)

(4,466

)

(17,721

)

(10,005

)

 

 

 

 

 

 

 

 

 

 

Free cash flow

 

$

(10,904

)

$

(32,632

)

$

17,539

 

$

34,976

 

 

Cash and working capital — At March 31, 2011, we had cash and cash equivalents of $100.3 million.  Working capital was $15.1 million and $14.7 million at March 31, 2011 and December 31, 2010, respectively.

 

About Overstock.com

Overstock.com, Inc. (short cut: O.co) is a Savings Engine offering brand-name merchandise at discount prices.  The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel.  Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System and can be found online at http://www.overstock.com and http://www.o.co. Overstock.com regularly posts information about the company and other related matters on its website under the heading “Investor Relations.”

 

# # #

 

Overstock.com® is a registered trademark and O.co™ and Savings Engine™ are trademarks of Overstock.com, Inc.

 

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements include all statements other than statements of historical fact.  Our Form 10-K for the year ended December 31, 2010, and our other subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated or implied by any projections, estimates or forward-looking statements.

 



 

Overstock.com, Inc.

Consolidated Statements of Operations (unaudited)

(in thousands, except per share data)

 

 

 

Three months ended

 

 

 

March 31,

 

 

 

2011

 

2010

 

Revenue, net

 

 

 

 

 

Direct

 

$

48,161

 

$

50,568

 

Fulfillment partner

 

217,309

 

213,762

 

Total net revenue

 

265,470

 

264,330

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

Direct

 

43,030

 

43,584

 

Fulfillment partner

 

172,356

 

173,475

 

Total cost of goods sold

 

215,386

 

217,059

 

Gross profit

 

50,084

 

47,271

 

Operating expenses:

 

 

 

 

 

Sales and marketing

 

15,425

 

14,279

 

Technology

 

16,660

 

13,948

 

General and administrative

 

17,986

 

14,906

 

Restructuring

 

 

(136

)

Total operating expenses

 

50,071

 

42,997

 

Operating income

 

13

 

4,274

 

Interest income

 

52

 

16

 

Interest expense

 

(676

)

(802

)

Other income, net

 

189

 

371

 

Income (loss) before income taxes

 

(422

)

3,859

 

Provision for income taxes

 

(22

)

(129

)

Net income (loss)

 

$

(444

)

$

3,730

 

Deemed dividend related to redeemable common stock

 

(10

)

(14

)

Net income (loss) attributable to common shares

 

$

(454

)

$

3,716

 

 

 

 

 

 

 

Net income (loss) per common share - basic:

 

$

(0.02

)

$

0.16

 

Net income (loss) per common share - diluted:

 

$

(0.02

)

$

0.16

 

Weighted average common shares outstanding - basic:

 

23,215

 

22,941

 

Weighted average common shares outstanding - diluted:

 

23,215

 

23,243

 

 

 

 

 

 

 

Other data:

 

 

 

 

 

Gross bookings

 

$

294,213

 

$

293,026

 

Auction gross merchandise volume

 

$

4,151

 

$

4,706

 

Average customer acquisition cost (in dollars)

 

$

19.77

 

$

14.93

 

 



 

Overstock.com, Inc.

Consolidated Balance Sheets

(in thousands)

 

 

 

March 31, 2011

 

December 31, 2010

 

 

 

(unaudited)

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

100,276

 

$

124,021

 

Restricted cash

 

2,383

 

2,542

 

Accounts receivable, net

 

7,881

 

13,560

 

Inventories, net

 

20,163

 

32,114

 

Prepaid inventories, net

 

1,786

 

2,082

 

Prepaids and other assets

 

10,757

 

11,651

 

Total current assets

 

143,246

 

185,970

 

Fixed assets, net

 

26,120

 

27,800

 

Goodwill

 

2,784

 

2,784

 

Other long-term assets, net

 

1,071

 

1,405

 

Total assets

 

$

173,221

 

$

217,959

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

39,138

 

$

67,311

 

Accrued liabilities

 

37,492

 

40,751

 

Deferred revenue

 

22,119

 

24,027

 

Convertible senior notes, net

 

24,435

 

34,484

 

Finance obligations, current

 

4,177

 

3,922

 

Capital lease obligations, current

 

736

 

729

 

Total current liabilities

 

128,097

 

171,224

 

Capital lease obligations, non-current

 

34

 

113

 

Finance obligations, non-current

 

11,848

 

12,219

 

Other long-term liabilities

 

3,171

 

3,175

 

Total liabilities

 

143,150

 

186,731

 

 

 

 

 

 

 

Redeemable common stock

 

396

 

570

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

2

 

2

 

Additional paid-in capital

 

350,797

 

349,747

 

Accumulated deficit

 

(242,771

)

(242,327

)

Treasury stock

 

(78,353

)

(76,764

)

Total stockholders’ equity

 

29,675

 

30,658

 

Total liabilities and stockholders’ deficit

 

$

173,221

 

$

217,959

 

 



 

Overstock.com, Inc.

Consolidated Statements of Cash Flows (unaudited)

(in thousands)

 

 

 

Three months ended March 31,

 

Twelve months ended March 31,

 

 

 

2011

 

2010

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(444

)

$

3,730

 

$

9,715

 

$

15,421

 

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

3,999

 

3,094

 

15,485

 

11,990

 

Realized loss on marketable securities

 

 

 

 

8

 

Stock-based compensation to employees and directors

 

876

 

1,215

 

4,717

 

4,801

 

Amortization of debt discount

 

34

 

103

 

322

 

360

 

(Gain) loss from early extinguishment of debt

 

27

 

 

(319

)

(884

)

Restructuring reversals

 

 

(136

)

(433

)

(202

)

Changes in operating assets and liabilities

 

 

 

 

 

 

 

 

 

Restricted cash

 

159

 

1,385

 

646

 

1,256

 

Accounts receivable, net

 

5,679

 

3,229

 

530

 

1,082

 

Inventories, net

 

11,951

 

3,734

 

(522

)

(3,569

)

Prepaid inventories, net

 

296

 

(591

)

1,684

 

(2,069

)

Prepaids and other assets

 

1,119

 

1,381

 

106

 

1,461

 

Other long-term assets, net

 

290

 

(1,026

)

1,101

 

(430

)

Accounts payable

 

(28,029

)

(38,068

)

724

 

9,767

 

Accrued liabilities

 

(3,307

)

(6,637

)

755

 

2,995

 

Deferred revenue

 

(1,908

)

530

 

924

 

3,354

 

Other long-term liabilities

 

30

 

(109

)

(175

)

(360

)

Net cash provided by (used in) operating activities

 

(9,228

)

(28,166

)

35,260

 

44,981

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

(39

)

(30

)

(145

)

(39

)

Purchases of intangible assets

 

 

 

(396

)

 

Investment in precious metals

 

 

 

(1,657

)

 

Expenditures for fixed assets, including internal-use software and website development

 

(1,676

)

(4,466

)

(17,721

)

(10,005

)

Net cash used in investing activities

 

(1,715

)

(4,496

)

(19,919

)

(10,044

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Payments on capital lease obligations

 

(72

)

(53

)

(509

)

(401

)

Capitalized financing costs

 

 

 

 

(245

)

Proceeds from finance obligations

 

 

 

16,383

 

 

Payments on finance obligations

 

(979

)

 

(1,820

)

 

Paydown on direct financing arrangement

 

(52

)

(48

)

(201

)

(213

)

Payments to retire convertible senior notes

 

(10,110

)

 

(34,975

)

(1,587

)

Purchase of redeemable stock

 

 

 

(26

)

 

Purchase of treasury stock

 

(1,589

)

(792

)

(1,622

)

(805

)

Exercise of stock options

 

 

 

1,503

 

29

 

Net cash used in financing activities

 

(12,802

)

(893

)

(21,267

)

(3,222

)

Net (decrease) increase in cash and cash equivalents

 

(23,745

)

(33,555

)

(5,926

)

31,715

 

Cash and cash equivalents, beginning of period

 

124,021

 

139,757

 

106,202

 

74,487

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

100,276

 

$

106,202

 

$

100,276

 

$

106,202