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8-K - 8-K - OVERSTOCK.COM, INCa13-3478_18k.htm

Exhibit 99.1

 

GRAPHIC

 

FOR IMMEDIATE RELEASE:

 

 

 

Media Contact:

Kirstie Burden, Overstock.com, Inc.

+1 (801) 947-3116

kburden@overstock.com

 

Investor Contact:

Kevin Moon, Overstock.com, Inc.

+1 (801) 947-3282

kmoon@overstock.com

 

Overstock.com Reports FY and Q4 2012 Results

2012 revenues of $1.1 billion and net income of $14.7 million

 

SALT LAKE CITYJanuary 24, 2013 - Overstock.com, Inc. (NASDAQ: OSTK) today reported financial results for fiscal year 2012 and the quarter ended December 31, 2012.

 

Key FY 2012 metrics (comparison to FY 2011):

·                  Revenue:  $1,099M vs. $1,054M (4% increase);

·                  Gross margin: 18.1% vs. 17.0% (110 basis point increase);

·                  Gross profit:  $198.4M vs. $179.1M (11% increase);

·                  Sales and marketing expense: $63.5M vs. $61.8M (3% increase);

·                  Contribution (non-GAAP measure): $135.0M vs. $117.3M (15% increase);

·                  G&A/Technology expense: $122.7M vs. $134.8M (9% decrease);

·                  Net income (loss): $14.7M vs. $(19.4)M ($34.1M increase); and

·                  Diluted EPS: $0.62/share vs. $(0.84)/share ($1.46 increase).

 

Key Q4 2012 metrics (comparison to Q4 2011):

·                  Revenue:  $342.0M vs. $314.1M (9% increase);

·                  Gross margin: 17.9% vs. 16.2% (170 basis point increase);

·                  Gross profit:  $61.2M vs. $50.9M (20% increase);

·                  Sales and marketing expense: $20.6M vs. $18.9M (9% increase);

·                  Contribution (non-GAAP measure): $40.6M vs. $32.0M (27% increase);

·                  G&A/Technology expense: $32.7M vs. $34.1M (4% decrease);

·                  Net income (loss): $8.8M vs. $(3.4)M ($12.2M increase); and

·                  Diluted EPS: $0.37/share vs. $(0.15)/share ($0.52 increase).

 

As previously announced, the Company will hold a conference call and webcast to discuss its fiscal year and Q4 2012 financial results today, Thursday, January 24, 2013, at 11:30 a.m. Eastern Time.

 



 

Webcast information

 

To access the live webcast and presentation slides, please go to http://investors.overstock.com. To listen to the conference call via telephone, dial (866) 551-1816 and enter conference ID 85851093 when prompted. Participants outside the United States or Canada who do not have Internet access should dial (706) 758-1198 then enter the conference ID provided above.

 

A replay of the conference call will be available at http://investors.overstock.com starting two hours after the live call has ended. An audio replay of the webcast will be available via telephone starting at 12:30 p.m. Eastern Time on Thursday, January 24, 2013, through 11:59 p.m. Eastern Time on Saturday, February 23, 2013. To listen to the recorded webcast by phone, please dial (800) 585-8367 then enter the conference ID provided above. Outside the U.S. or Canada please dial +1 (404) 537-3406 and enter conference ID provided above.

 

Please email questions to Kevin Moon at kmoon@overstock.com prior to the conference call.

 

Key financial and operating metrics:

 

Investors should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.

 

Net revenue — Total net revenue for the fiscal year 2012 and 2011 was $1,099 million and $1,054 million, respectively, a 4% increase. The growth in net revenue was primarily due to an increase in the average order size, which more than offset fewer customer orders due to lower conversion rates compared to last year. Total net revenue for Q4 2012 and 2011 was $342.0 million and $314.1 million, respectively, a 9% increase.

 

Gross profit — Gross profit for the fiscal year 2012 and 2011 was $198.4 million and $179.1 million, respectively, an 11% increase, representing 18.1% and 17.0% of total net revenue for those respective periods. The increase in gross profit was primarily due to a shift in product sales mix, partially offset by higher freight and return-related costs. Gross profit for Q4 2012 and 2011 was $61.2 million and $50.9 million, respectively, a 20% increase, representing 17.9% and 16.2% of total net revenue for those respective periods. The increase in gross profit was primarily due to a shift in product sales mix and lower warehousing costs, partially offset by higher return-related costs.

 

Contribution (a non-GAAP financial measure) and contribution margin (a non-GAAP financial measure) — Contribution for the fiscal year 2012 and 2011 was $135.0 million and $117.3 million, respectively, a 15% increase. Contribution margin increased by 120 basis points to 12.3% from 11.1% in those same periods. Contribution for Q4 2012 and 2011 was $40.6 million and $32.0 million, respectively, a 27% increase. Contribution margin was 11.9% and 10.2% 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. We believe contribution and contribution margin provides management and users of the financial statements information about our ability to cover our 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. 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):

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Total revenue

 

$

1,099,289

 

$

1,054,277

 

$

1,089,873

 

Cost of goods sold

 

900,859

 

875,189

 

900,233

 

Gross profit

 

198,430

 

179,088

 

189,640

 

Less: Sales and marketing expense

 

63,467

 

61,813

 

61,334

 

Contribution

 

$

134,963

 

$

117,275

 

$

128,306

 

Contribution margin

 

12.3

%

11.1

%

11.8

%

 

 

 

 

 

Three months ended December 31,

 

 

 

 

 

2012

 

2011

 

Total revenue

 

 

 

$

342,034

 

$

314,077

 

Cost of goods sold

 

 

 

280,823

 

263,216

 

Gross profit

 

 

 

61,211

 

50,861

 

Less: Sales and marketing expense

 

 

 

20,581

 

18,911

 

Contribution

 

 

 

$

40,630

 

$

31,950

 

Contribution margin

 

 

 

11.9

%

10.2

%

 

Sales and marketing expenses — Sales and marketing expenses totaled $63.5 million and $61.8 million for the fiscal year 2012 and 2011, respectively, a 3% increase, and representing 5.8% and 5.9% of total net revenue for those periods. Sales and marketing expenses totaled $20.6 million and $18.9 million for Q4 2012 and 2011, respectively, a 9% increase, and representing 6.0% of total net revenue for both periods.

 

Technology expenses — Technology expenses totaled $65.5 million and $67.0 million for the fiscal year 2012 and 2011, respectively, a 2% decrease, and representing 6.0% and 6.4% of total net revenue for those periods. The $1.5 million decrease was primarily due to lower compensation related costs from reduced staffing. Technology expenses totaled $18.6 million and $16.4 million for Q4 2012 and 2011, respectively, a 14% increase, and representing 5.4% and 5.2% of total net revenue for those respective periods. The $2.2 million increase is primarily due to an increase in third party technology services.

 

General and administrative (“G&A”) expenses — G&A expenses totaled $57.3 million and $67.8 million for the fiscal year 2012 and 2011, respectively, a 16% decrease, and representing 5.2% and 6.4% of total net revenue for those periods. The $10.5 million decrease is largely due to lower legal fees. G&A expenses totaled $14.1 million and $17.7 million for Q4 2012 and 2011, respectively, a 21% decrease, and representing 4.1% and 5.6% of total revenue for those respective periods. The $3.6 million decrease is largely due to lower legal fees, partially offset by an increase in compensation-related costs from higher bonus expense.

 

Operating income (loss) — Operating income (loss) was $12.2 million and $(17.5) million for the fiscal year 2012 and 2011, respectively, a $29.7 million increase. Operating income (loss) was $7.9 million and $(2.2) million for Q4 2012 and 2011, respectively, a $10.1 million increase.

 



 

Restructuring — Restructuring costs totaled $76,000 and $0 for the fiscal year 2012 and 2011, respectively. Restructuring costs totaled $23,000 and $0 for Q4 2012 and 2011, respectively.

 

Interest income — Interest income was $116,000 and $161,000 for the fiscal year 2012 and 2011, respectively, and $30,000 and $40,000 for Q4 2012 and 2011, respectively.

 

Interest expense — Interest expense totaled $809,000 and $2.5 million for the fiscal year 2012 and 2011, respectively, a decrease of 67%. The decrease in interest expense is primarily a result of the extinguishment of US Bank finance obligations and Senior Notes during 2011. Interest expense totaled $154,000 and $517,000 for Q4 2012 and 2011, respectively. In November 2012, we fully paid the $17.0 million in advances under the U.S. Bank Financing Agreement and the facility expired at the end of the year. In December 2012, we entered into a $3.0 million credit agreement with U.S. Bank in order to provide a line of credit whereby letters of credit could be issued by the bank.

 

Other income, net — Other income, net totaled $3.7 million and $278,000 for the fiscal year 2012 and 2011, respectively. The increase in other income, net is primarily due to a $2.2 million increase in Club O rewards breakage. In addition, we had a $1.2 million prepayment penalty in 2011 paid to US Bank for paying off our leases early. Other income, net totaled $1.3 million and $(684,000) for Q4 2012 and 2011, respectively. The increase is primarily due to $798,000 of increased Club O rewards breakage, and the $1.2 million prepayment penalty paid in 2011.

 

Income taxes — Income tax expense totaled $485,000 and a benefit of $(142,000) for the fiscal year 2012 and 2011, respectively. Income tax expense totaled $303,000 and $60,000 for Q4 2012 and 2011, respectively.

 

Net income (loss) — Net income (loss) was $14.7 million and $(19.4) million for the fiscal year 2012 and 2011, respectively, an increase of $34.1 million. Earnings per share was $0.62 on a fully diluted basis for 2012, compared to $(0.84) for 2011. Net income (loss) was $8.8 million and $(3.4) million for Q4 2012 and 2011, respectively, an increase of $12.2 million. Q4 2012 earnings per share was $0.37 on a fully diluted basis, compared to $(0.15) for Q4 2011.

 

Free cash flow (a non-GAAP financial measure) — Free cash flow totaled $15.7 million and $16.9 million for the twelve months ended December 31, 2012 and 2011, respectively. The $1.2 million decrease was due to a $3.7 million increase in capital expenditures, partially offset by a $2.5 million increase in operating cash flows.

 

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 (used in) 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 mandatory debt service and financing obligations, changes in our capital structure, and future investments, after we have paid our operating 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):

 

 

 

Year ended December 31,

 

 

 

2012

 

2011

 

2010

 

Net cash provided by operating activities

 

$

28,145

 

$

25,663

 

$

16,322

 

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

 

(12,489

)

(8,741

)

(20,511

)

Free cash flow

 

$

15,656

 

$

16,922

 

$

(4,189

)

 

Cash and working capital — We had cash and cash equivalents of $93.5 million and $97.0 million and working capital of $7.5 million and $(14.1) million at December 31, 2012 and December 31, 2011, respectively.

 

About Overstock.com

 

Overstock.com (NASDAQ: OSTK) is an online discount retailer based in Salt Lake City, Utah that sells a broad range of products including furniture, rugs, bedding, electronics, clothing, jewelry, travel, cars, and insurance.  Worldstock.com, a fair trade department dedicated to selling artisan-crafted products from around the world, offers additional unique items. Main Street Revolution supports small businesses across the United States by providing them a national customer base.  A recent Nielsen State of the Media: Consumer Usage Report placed Overstock.com among the top five most visited mass merchandiser websites.  The NRF Foundation/American Express Customer Choice Awards ranks Overstock.com #4 in customer service among all U.S. retailers.  Overstock.com sells internationally under the name O.co.  Overstock.com (http://www.overstock.com and http://www.o.co) regularly posts information about the company and other related matters under Investor Relations on its website.

 

Overstock.com®, O.co®, Worldstock Fair Trade® and Club O Rewards® are registered trademarks of Overstock.com, Inc.  O.info™, Club O™, and Club O Rewards Dollars™ and Your Savings Engine™ are trademarks of Overstock.com, Inc. All other trademarks are the property of their respective owners.

 

# # #

 

This press release contains certain 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 Annual Report on Form 10-K for the year ended December 31, 2011, which was filed with the Securities and Exchange Commission on March 2, 2012, and our subsequent filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, which was filed on October 25, 2012, identify important factors that could cause our actual results to differ materially from those contained in our projections, estimates or forward-looking statements.

 



 

Overstock.com, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

93,547

 

$

96,985

 

Restricted cash

 

1,905

 

2,036

 

Accounts receivable, net

 

19,273

 

13,501

 

Inventories, net

 

26,464

 

22,993

 

Prepaid inventories, net

 

1,912

 

1,027

 

Prepaids and other assets

 

12,897

 

12,651

 

Total current assets

 

155,998

 

149,193

 

Fixed assets, net

 

21,037

 

25,322

 

Goodwill

 

2,784

 

2,784

 

Other long-term assets, net

 

2,166

 

2,260

 

Total assets

 

$

181,985

 

$

179,559

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

62,416

 

$

70,332

 

Accrued liabilities

 

47,674

 

47,902

 

Deferred revenue

 

38,411

 

27,978

 

Line of credit

 

 

17,000

 

Capital lease obligations, current

 

 

110

 

Total current liabilities

 

148,501

 

163,322

 

Capital lease obligations, non-current

 

 

2

 

Other long-term liabilities

 

2,522

 

2,998

 

Total liabilities

 

151,023

 

166,322

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

2

 

2

 

Additional paid-in capital

 

356,895

 

353,368

 

Accumulated deficit

 

(247,096

)

(261,765

)

Treasury stock

 

(78,839

)

(78,368

)

Total stockholders’ equity

 

30,962

 

13,237

 

Total liabilities and stockholders’ equity

 

$

181,985

 

$

179,559

 

 



 

Overstock.com, Inc.

Consolidated Statements of Operations and

Comprehensive Income (Loss) (Unaudited)

(in thousands, except per share data)

 

 

 

Year ended December 31

 

 

 

2012

 

2011

 

2010

 

Revenue, net

 

 

 

 

 

 

 

Direct

 

$

155,516

 

$

163,609

 

$

209,646

 

Fulfillment partner

 

943,773

 

890,668

 

880,227

 

Total net revenue

 

1,099,289

 

1,054,277

 

1,089,873

 

Cost of goods sold

 

 

 

 

 

 

 

Direct

 

140,536

 

149,660

 

187,124

 

Fulfillment partner

 

760,323

 

725,529

 

713,109

 

Total cost of goods sold

 

900,859

 

875,189

 

900,233

 

Gross profit

 

198,430

 

179,088

 

189,640

 

Operating expenses:

 

 

 

 

 

 

 

Sales and marketing

 

63,467

 

61,813

 

61,334

 

Technology

 

65,467

 

67,043

 

58,260

 

General and administrative

 

57,259

 

67,766

 

55,650

 

Restructuring

 

76

 

 

(569

)

Total operating expenses

 

186,269

 

196,622

 

174,675

 

Operating income (loss)

 

12,161

 

(17,534

)

14,965

 

Interest income

 

116

 

161

 

157

 

Interest expense

 

(809

)

(2,485

)

(2,962

)

Other income, net

 

3,686

 

278

 

2,088

 

Income (loss) before income taxes

 

15,154

 

(19,580

)

14,248

 

Provision (benefit) for income taxes

 

485

 

(142

)

359

 

Net income (loss)

 

14,669

 

(19,438

)

13,889

 

Deemed dividend related to redeemable common stock

 

 

(12

)

(112

)

Net income (loss) attributable to common shares

 

$

14,669

 

$

(19,450

)

$

13,777

 

Net income (loss) per common share—basic:

 

 

 

 

 

 

 

Net income (loss) attributable to common shares—basic

 

$

0.63

 

$

(0.84

)

$

0.60

 

Weighted average common shares outstanding—basic

 

23,387

 

23,259

 

23,019

 

Net income (loss) per common share—diluted:

 

 

 

 

 

 

 

Net income (loss) attributable to common shares—diluted

 

$

0.62

 

$

(0.84

)

$

0.59

 

Weighted average common shares outstanding—diluted

 

23,672

 

23,259

 

23,366

 

 

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

14,669

 

$

(19,438

)

$

13,889

 

 

 

 

 

 

 

 

 

Other data:

 

 

 

 

 

 

 

Gross bookings

 

$

1,253,629

 

$

1,181,319

 

$

1,210,983

 

 



 

Overstock.com, Inc.

Consolidated Statements of Operations and

Comprehensive Income (Loss) (Unaudited)

(in thousands, except per share data)

 

 

 

Three months ended December 31,

 

 

 

2012

 

2011

 

Revenue, net

 

 

 

 

 

Direct

 

$

46,468

 

$

47,256

 

Fulfillment partner

 

295,566

 

266,821

 

Total net revenue

 

342,034

 

314,077

 

Cost of goods sold

 

 

 

 

 

Direct

 

41,114

 

43,927

 

Fulfillment partner

 

239,709

 

219,289

 

Total cost of goods sold

 

280,823

 

263,216

 

Gross profit

 

61,211

 

50,861

 

Operating expenses:

 

 

 

 

 

Sales and marketing

 

20,581

 

18,911

 

Technology

 

18,622

 

16,404

 

General and administrative

 

14,093

 

17,734

 

Restructuring

 

23

 

 

Total operating expenses

 

53,319

 

53,049

 

Operating income (loss)

 

7,892

 

(2,188

)

Interest income

 

30

 

40

 

Interest expense

 

(154

)

(517

)

Other income, net

 

1,322

 

(684

)

Income (loss) before income taxes

 

9,090

 

(3,349

)

Provision (benefit) for income taxes

 

303

 

60

 

Net income (loss)

 

8,787

 

(3,409

)

Deemed dividend related to redeemable common stock

 

 

 

Net income (loss) attributable to common shares

 

$

8,787

 

$

(3,409

)

Net income (loss) per common share—basic:

 

 

 

 

 

Net income (loss) attributable to common shares—basic

 

$

0.37

 

$

(0.15

)

Weighted average common shares outstanding—basic

 

23,450

 

23,278

 

Net income (loss) per common share—diluted:

 

 

 

 

 

Net income (loss) attributable to common shares—diluted

 

$

0.37

 

$

(0.15

)

Weighted average common shares outstanding—diluted

 

24,064

 

23,278

 

 

 

 

 

 

 

Comprehensive income (loss)

 

$

8,787

 

$

(3,409

)

 

 

 

 

 

 

Other data:

 

 

 

 

 

Gross bookings

 

$

403,019

 

$

366,391

 

 



 

Overstock.com, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

 

Year ended December 31

 

 

 

2012

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income (loss)

 

$

14,669

 

$

(19,438

)

$

13,889

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

16,009

 

16,350

 

14,580

 

Realized gain on marketable securities

 

(9

)

 

 

Loss on disposition of fixed assets

 

72

 

 

 

Stock-based compensation to employees and directors

 

3,527

 

3,051

 

5,056

 

Amortization of debt discount and deferred loan costs

 

73

 

127

 

391

 

Loss (gain) from early extinguishment of debt

 

 

1,253

 

(346

)

Restructuring charges (reversals)

 

76

 

 

(569

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

Restricted cash

 

131

 

506

 

1,872

 

Accounts receivable, net

 

(5,772

)

59

 

(1,920

)

Inventories, net

 

(3,471

)

9,121

 

(8,739

)

Prepaid inventories, net

 

(885

)

1,055

 

797

 

Prepaids and other assets

 

1,294

 

(456

)

368

 

Other long-term assets, net

 

(267

)

(160

)

(215

)

Accounts payable

 

(7,902

)

2,944

 

(9,315

)

Accrued liabilities

 

(459

)

6,952

 

(2,575

)

Deferred revenue

 

10,433

 

3,951

 

3,362

 

Other long-term liabilities

 

626

 

348

 

(314

)

Net cash provided by operating activities

 

28,145

 

25,663

 

16,322

 

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchases of marketable securities

 

(82

)

(160

)

(136

)

Purchases of intangible assets

 

(6

)

(4

)

(396

)

Sale of marketable securities prior to maturity

 

154

 

 

 

Investment in precious metals

 

(1,397

)

 

(1,657

)

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

 

(12,489

)

(8,741

)

(20,511

)

Proceeds from sale of fixed assets

 

56

 

 

 

Net cash used in investing activities

 

(13,764

)

(8,905

)

(22,700

)

Cash flows from financing activities:

 

 

 

 

 

 

 

Payments on capital lease obligations

 

(112

)

(730

)

(490

)

Drawdowns on line of credit

 

 

17,000

 

 

Payments on line of credit

 

(17,000

)

 

 

Capitalized financing costs

 

 

(140

)

 

Proceeds from finance obligations

 

 

1,429

 

16,383

 

Payments on finance obligations

 

 

(24,918

)

(841

)

Paydown on direct financing arrangement

 

(236

)

(216

)

(197

)

Payments to retire convertible senior notes

 

 

(34,615

)

(24,865

)

Purchase of redeemable stock

 

 

 

(26

)

Purchase of treasury stock

 

(471

)

(1,604

)

(825

)

Exercise of stock options

 

 

 

1,503

 

Net cash used in financing activities

 

(17,819

)

(43,794

)

(9,358

)

Net decrease in cash and cash equivalents

 

(3,438

)

(27,036

)

(15,736

)

Cash and cash equivalents, beginning of period

 

96,985

 

124,021

 

139,757

 

Cash and cash equivalents, end of period

 

$

93,547

 

$

96,985

 

$

124,021