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8-K - 8-K - OVERSTOCK.COM, INCa13-10283_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:

Mark Harden, Overstock.com, Inc.

+1 (801) 947-5409

mharden@overstock.com

 

Overstock.com Reports Q1 2013 Results

Q1 2013 net income of $7.7 million and 19% revenue growth

 

SALT LAKE CITYApril 18, 2013 — Overstock.com, Inc. (NASDAQ: OSTK) today reported financial results for the quarter ended March 31, 2013.

 

Key Q1 2013 metrics (comparison to Q1 2012):

 

·                  Revenue: $312.0M vs. $262.4M (19% increase);

·                  Gross margin: 18.9% vs. 18.1% (80 basis point increase);

·                  Gross profit: $58.9M vs. $47.5M (24% increase);

·                  Sales and marketing expense: $18.7M vs. $14.5M (29% increase);

·                  Contribution (non-GAAP measure): $40.2M vs. $33.0M (22% increase);

·                  G&A/Technology expense: $33.2M vs. $30.5M (9% increase);

·                  Net income: $7.7M vs. $2.7M ($5.0M increase); and

·                  Diluted EPS: $0.32/share vs. $0.12/share ($0.20/share increase).

 

As previously announced, the Company will hold a conference call and webcast to discuss its Q1 2013 financial results today, Thursday, April 18, 2013, at 11:30 a.m. ET.

 

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 29140338 when prompted. Participants outside the United States or Canada who do not have Internet access should dial +1 (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. ET on Thursday, April 18, 2013, through 11:59 p.m. ET on Saturday, May 18, 2013. To listen to the recorded webcast by phone, please dial (855) 859-2056 then enter the conference ID provided above. Outside the U.S. or Canada please dial +1 (404) 537-3406 and enter the conference ID provided above.

 

Please email questions to Mark Harden at mharden@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 Q1 2013 and 2012 was $312.0 million and $262.4 million, respectively, a 19% increase. The growth in net revenue was primarily due to a 21% increase in average order size, partially offset by a small decrease in the number of customer orders.

 

Gross profit — Gross profit for Q1 2013 and 2012 was $58.9 million and $47.5 million, respectively, a 24% increase, representing 18.9% and 18.1% of total net revenue for those respective periods. The increase in gross profit was primarily due to higher revenue and a shift in product sales mix into higher margin home and garden products, and lower warehousing costs, partially offset by higher freight costs.

 

Contribution (a non-GAAP financial measure) and contribution margin (a non-GAAP financial measure) — Contribution for Q1 2013 and 2012 was $40.2 million and $33.0 million, respectively, a 22% increase. Contribution margin was 12.9% and 12.6% 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 and net income.

 

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,

 

 

 

2013

 

2012

 

Total net revenue

 

$

311,994

 

100

%

$

262,367

 

100

%

Cost of goods sold

 

253,058

 

81.1

%

214,859

 

81.9

%

Gross profit

 

58,936

 

18.9

%

47,508

 

18.1

%

Less: Sales and marketing expense

 

18,705

 

6.0

%

14,475

 

5.5

%

Contribution and contribution margin

 

$

40,231

 

12.9

%

$

33,033

 

12.6

%

 



 

Sales and marketing expenses — Sales and marketing expenses totaled $18.7 million and $14.5 million for Q1 2013 and 2012, respectively, a 29% increase, and representing 6.0% and 5.5% of total net revenue for those respective periods. The increase was primarily due to increased spending in the sponsored search marketing channel due to a higher proportion of our revenue coming through that channel.

 

Technology expenses — Technology expenses totaled $18.2 million and $15.6 million for Q1 2013 and 2012, respectively, a 16% increase, and representing 5.8% and 6.0% of total net revenue for those respective periods. The $2.6 million increase is primarily due to an increase in staff related costs.

 

General and administrative (“G&A”) expenses — G&A expenses totaled $15.1 million and $14.8 million for Q1 2013 and 2012, respectively, a 2% increase, and representing 4.8% and 5.6% of total net revenue for those respective periods.

 

Restructuring — Restructuring was a credit of $(432,000) and a charge of $98,000 for Q1 2013 and Q1 2012, respectively. The credit in Q1 2013 is related to reoccupying some of our IT data center space that had previously been restructured. The $98,000 charge in Q1 2012 was primarily due to ceasing the use of our office space in Provo, Utah.

 

Operating income — Operating income was $7.4 million and $2.5 million for Q1 2013 and 2012, respectively, a $4.9 million increase.

 

Interest income — Interest income was $34,000 and $29,000 for Q1 2013 and 2012, respectively.

 

Interest expense — Interest expense totaled $51,000 and $208,000 for Q1 2013 and 2012, respectively. The decrease is primarily due to our repayment of the $17.0 million in advances under the U.S. Bank Financing Agreement in November 2012.

 

Other income, net — Other income, net totaled $345,000 and $432,000 for Q1 2013 and 2012, respectively.

 

Income taxes — Income tax expense totaled $46,000 and $9,000 for Q1 2013 and 2012, respectively.

 

Net income — Net income was $7.7 million and $2.7 million for Q1 2013 and 2012, respectively, an increase of $5.0 million. Q1 2013 diluted earnings per share were $0.32, compared to $0.12 for Q1 2012.

 

Free cash flow (a non-GAAP financial measure) — Free cash flow totaled $32.3 million and $3.5 million for the twelve months ended March 31, 2013 and 2012, respectively. The $28.8 million increase was due to a $36.1 million increase in operating cash flows, partially offset by a $7.2 million increase in capital expenditures.

 

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):

 

 

 

Three months ended 
March 31,

 

Twelve months ended 
March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Net cash provided by (used in) operating activities

 

$

(1,653

)

$

(22,234

)

$

48,726

 

$

12,657

 

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

 

(6,062

)

(2,127

)

(16,424

)

(9,192

)

Free cash flow

 

$

(7,715

)

$

(24,361

)

$

32,302

 

$

3,465

 

 

Cash and working capital — We had cash and cash equivalents of $81.9 million and $93.5 million and working capital of $8.5 million and $7.5 million at March 31, 2013 and December 31, 2012, 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 and cars.  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.  The Nielsen State of the Media: Consumer Usage Report placed Overstock.com among the top five most visited mass merchandiser websites in 2011.  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™, Club O 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, 2012, which was filed with the Securities and Exchange Commission on February 21, 2013, 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 our projections, estimates or forward-looking statements.

 



 

Overstock.com, Inc.

Consolidated Balance Sheets (Unaudited)

(in thousands)

 

 

 

March 31,

 

December 31,

 

 

 

2013

 

2012

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

81,895

 

$

93,547

 

Restricted cash

 

1,780

 

1,905

 

Accounts receivable, net

 

15,851

 

19,273

 

Inventories, net

 

21,535

 

26,464

 

Prepaid inventories, net

 

1,988

 

1,912

 

Prepaids and other assets

 

10,589

 

12,897

 

Total current assets

 

133,638

 

155,998

 

Fixed assets, net

 

25,937

 

21,037

 

Goodwill

 

2,784

 

2,784

 

Other long-term assets, net

 

2,867

 

2,166

 

Total assets

 

$

165,226

 

$

181,985

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

46,753

 

$

62,416

 

Accrued liabilities

 

46,871

 

47,674

 

Deferred revenue

 

31,531

 

38,411

 

Total current liabilities

 

125,155

 

148,501

 

Other long-term liabilities

 

2,049

 

2,522

 

Total liabilities

 

127,204

 

151,023

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

2

 

2

 

Additional paid-in capital

 

357,647

 

356,895

 

Accumulated deficit

 

(239,399

)

(247,096

)

Treasury stock

 

(80,228

)

(78,839

)

Total stockholders’ equity

 

38,022

 

30,962

 

Total liabilities and stockholders’ equity

 

$

165,226

 

$

181,985

 

 



 

Overstock.com, Inc.

Consolidated Statements of Income and

Comprehensive Income (Unaudited)

(in thousands, except per share data)

 

 

 

Three months ended
March 31,

 

 

 

2013

 

2012

 

Revenue, net

 

 

 

 

 

Direct

 

$

41,942

 

$

40,897

 

Fulfillment partner

 

270,052

 

221,470

 

Total net revenue

 

311,994

 

262,367

 

Cost of goods sold

 

 

 

 

 

Direct

 

37,149

 

37,630

 

Fulfillment partner

 

215,909

 

177,229

 

Total cost of goods sold

 

253,058

 

214,859

 

Gross profit

 

58,936

 

47,508

 

Operating expenses:

 

 

 

 

 

Sales and marketing

 

18,705

 

14,475

 

Technology

 

18,160

 

15,638

 

General and administrative

 

15,088

 

14,822

 

Restructuring

 

(432

)

98

 

Total operating expenses

 

51,521

 

45,033

 

Operating income

 

7,415

 

2,475

 

Interest income

 

34

 

29

 

Interest expense

 

(51

)

(208

)

Other income, net

 

345

 

432

 

Income before income taxes

 

7,743

 

2,728

 

Provision for income taxes

 

46

 

9

 

Net income

 

$

7,697

 

$

2,719

 

Net income per common share—basic:

 

 

 

 

 

Net income attributable to common shares—basic

 

$

0.33

 

$

0.12

 

Weighted average common shares outstanding—basic

 

23,594

 

23,392

 

Net income per common share—diluted:

 

 

 

 

 

Net income attributable to common shares—diluted

 

$

0.32

 

$

0.12

 

Weighted average common shares outstanding—diluted

 

24,016

 

23,414

 

 

 

 

 

 

 

Comprehensive income

 

$

7,697

 

$

2,719

 

Other data:

 

 

 

 

 

Gross bookings

 

$

345,338

 

$

291,981

 

 



 

Overstock.com, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands)

 

 

 

Three months ended
March 31,

 

Twelve months ended
March 31,

 

 

 

2013

 

2012

 

2013

 

2012

 

Cash flows from operating activities:

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

7,697

 

$

2,719

 

$

19,647

 

$

(16,275

)

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

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

3,863

 

4,034

 

15,838

 

16,385

 

Realized gain from sale of marketable securities

 

(12

)

(7

)

(14

)

(7

)

Loss (gain) on disposition of fixed assets

 

 

85

 

(13

)

85

 

Stock-based compensation to employees and directors

 

752

 

813

 

3,466

 

2,988

 

Amortization of debt discount and deferred loan costs

 

5

 

35

 

43

 

128

 

Loss from early extinguishment of debt

 

 

 

 

1,226

 

Restructuring charges (reversals)

 

(432

)

98

 

(454

)

98

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

 

Restricted cash

 

125

 

(17

)

273

 

330

 

Accounts receivable, net

 

3,422

 

1,560

 

(3,910

)

(4,060

)

Inventories, net

 

4,929

 

6,348

 

(4,890

)

3,518

 

Prepaid inventories, net

 

(76

)

(883

)

(78

)

(124

)

Prepaids and other assets

 

1,462

 

3,156

 

(400

)

1,581

 

Other long-term assets, net

 

53

 

694

 

(908

)

244

 

Accounts payable

 

(15,729

)

(27,587

)

3,956

 

3,386

 

Accrued liabilities

 

(748

)

(12,211

)

11,004

 

(1,952

)

Deferred revenue

 

(6,880

)

(1,164

)

4,717

 

4,695

 

Other long-term liabilities

 

(84

)

93

 

449

 

411

 

Net cash provided by (used in) operating activities

 

(1,653

)

(22,234

)

48,726

 

12,657

 

Cash flows from investing activities:

 

 

 

 

 

 

 

 

 

Purchases of marketable securities

 

(75

)

(38

)

(119

)

(159

)

Purchases of intangible assets

 

 

 

(6

)

(4

)

Sales of marketable securities

 

152

 

117

 

189

 

117

 

Investment in precious metals

 

 

 

(1,397

)

 

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

 

(6,062

)

(2,127

)

(16,424

)

(9,192

)

Proceeds from sale of fixed assets

 

 

 

56

 

 

Net cash used in investing activities

 

(5,985

)

(2,048

)

(17,701

)

(9,238

)

Cash flows from financing activities:

 

 

 

 

 

 

 

 

 

Payments on capital lease obligations

 

(2,563

)

(77

)

(2,598

)

(735

)

Drawdowns on line of credit

 

 

 

 

17,000

 

Payments on line of credit

 

 

 

(17,000

)

 

Capitalized financing costs

 

 

 

 

(140

)

Proceeds from finance obligations

 

 

 

 

1,429

 

Payments on finance obligations

 

 

 

 

(23,939

)

Paydown on direct financing arrangement

 

(62

)

(57

)

(241

)

(221

)

Payments to retire convertible senior notes

 

 

 

 

(24,505

)

Purchase of treasury stock

 

(1,389

)

(464

)

(1,396

)

(479

)

Net cash used in financing activities

 

(4,014

)

(598

)

(21,235

)

(31,590

)

Net increase (decrease) in cash and cash equivalents

 

(11,652

)

(24,880

)

9,790

 

(28,171

)

Cash and cash equivalents, beginning of period

 

93,547

 

96,985

 

72,105

 

100,276

 

Cash and cash equivalents, end of period

 

$

81,895

 

$

72,105

 

$

81,895

 

$

72,105

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

 

 

Cash paid during the period:

 

 

 

 

 

 

 

 

 

Interest paid

 

$

20

 

$

149

 

$

453

 

$

2,142

 

Taxes paid

 

283

 

2

 

580

 

2

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Fixed assets, including internal-use software and website development, costs financed through accounts payable and accrued liabilities

 

$

116

 

$

121

 

$

497

 

$

12

 

Equipment acquired under capital lease obligations

 

2,563

 

 

2,563

 

 

Equipment acquired under finance obligations

 

 

 

 

4,532

 

Lapse of rescission rights of redeemable stock

 

 

 

 

398