Exhibit 99.1
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Investor Contact: |
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Media Contact: |
OVERSTOCK.COM REPORTS THIRD QUARTER 2005 FINANCIAL RESULTS
SALT LAKE CITY, October 28, 2005 Overstock.com® (NASDAQ: OSTK) today reported financial results for the quarterly period ending September 30, 2005, including:
Revenue growth: 64%
Gross Profit growth: 80%
Growth in G&A:
Technology (which includes depreciation): 257%
Other than technology: 96%
GAAP Operating loss: $11.2 million
GAAP Net loss: $14.2 million
Dear Owners,
Gomen nasai.
Q3 was rough. My bad. I bit off more technology projects than my colleagues could chew. The last bite, an ERP implementation, was one bite too many, and we choked on it. This mistake resulted in two kinds of unfortunate results:
1. Unexpected bad things happened. We tested our new ERP system as much as time allowed, but in mid-August I cut-over earlier than I should have. We anticipated that a small number of background processes would fail, but we had more trouble than expected. Rather than pass the problem to the customer in the form of bad service, we ate the cost by doing a great many things manually that would normally be done automatically. Of course, customer-facing issues (shipping products, processing credit cards, and handling returns) trumped internal issues. One internal issue was our inability to post new products: this gradually reduced the number of products on our site (especially best-sellers). This weakened sales (though we offset this for some time by running $1 shipping). When we were able to upload new products in mid-September, sales snapped back to previous levels.
2. Expected good things did not happen. Some IT projects that were supposed to lift margins through improved efficiencies in logistics or customer service were either late or remain incomplete: some of these projects have since been delivered, some (e.g., a professional customer service application) have been scaled down and partially delivered, and some have been shifted to Q1. Other IT projects that were supposed to yield
marketing gains went unfinished. One example: Project Propellers test results are extremely encouraging, but only rarely has it been turned on because the A/B test system required to fine tune the system has been low resolution and inconsistent. These projects did not get delivered because the work required to address the ERP problems eventually monopolized development resources and crowded out all other progress (until quite recently).
While I will give more detail on our call, the story behind our results is this: I put off doing things I wanted to do to pursue things that we had to do to prepare for the future; the implementations (and their expected benefits) came in late and rough; and stumbling on the last and most important one set us back a country mile.
Humbly submitted,
Patrick Byrne
P.S. Some will criticize me for taking my eye off the ball to pursue a jihad, or will simply wish to discuss our lawsuit. I am comfortable addressing either point on the call. I suggest that any who wishes to raise these issues on the call should read the affidavits and complaint posted on our investor relations website, as background to meaningful discussion.
Key financial and operating metrics
Total revenueOverstock.com reported third quarter total revenue of $169.3 million, a 64% increase from the $103.4 million in 2004. For the nine months ended September 30, 2005, total revenue was $485.8 million, a 78% increase from the $273.3 million reported in 2004.
Gross profit and gross marginsOverstock.com reported third quarter gross profit of $24.8 million, an 80% increase over the $13.7 million recorded for the same period a year ago. Overstock.com reported third quarter gross margins of 14.6%, up from 13.3% in Q3 2004. For the nine months ended September 30, 2005, gross profit totaled $71.8 million, a 124% increase from $32.1 million reported in 2004. Gross margins for the first nine months of 2005 were 14.8% versus 11.7% in 2004.
Net income (loss)For Q3 2005, Overstock.com reported net loss of $14.2 million, or 75 cent loss per share, compared to a net loss of $3.0 million and 16 cent loss per share a year earlier. For the nine months ended September 30, 2005, our net loss was $20.9 million, or $1.08 loss per share, compared to $7.5 million, or 44 cent loss per share reported last year.
Overstock.com had cash and marketable securities of $76.8 million and working capital of $97.5 million on September 30, 2005.
2
Gross bookings (excluding auctions and travel)Overstock.com reported gross bookings of $196.4 million for the third quarter 2005, a 72% increase over the $114.4 million in gross bookings reported for the third quarter 2004. For the nine months ended September 30, 2005, gross bookings totaled $544.4 million, a 79% increase from the $304.4 million reported last year.
# # #
About Overstock.com
Overstock.com, Inc. is an online closeout retailer offering discount, brand-name merchandise for sale over the Internet. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory liquidation distribution channel. Overstock.com, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ National Market System and can be found online at http://www.overstock.com.
Overstock.com® is a registered trademark of Overstock.com, Inc. All other trademarks are the property of their respective companies.
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, but are not limited to, the level of additional detail to be given on the call, and such other risks as identified in our Form 10-K for the year ended December 31, 2004, and all our subsequent filings with the Securities and Exchange Commission, which contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements.
3
Overstock.com, Inc.
Consolidated Statements of Operations
(in thousands, except per share amounts)
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Three months ended |
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Nine months ended |
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|||||||||||||||||
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Sept. 30, |
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Dec. 31, |
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Mar. 31, |
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Jun. 30, |
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Sept. 30, |
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Sept. 30, |
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Sept. 30, |
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Revenue |
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
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Direct |
|
$ |
43,928 |
|
$ |
89,589 |
|
$ |
67,884 |
|
$ |
60,064 |
|
$ |
68,449 |
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$ |
123,621 |
|
$ |
196,397 |
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Fulfillment partner |
|
59,516 |
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131,732 |
|
97,997 |
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90,574 |
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100,874 |
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149,693 |
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289,445 |
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|||||||
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Total revenue |
|
103,444 |
|
221,321 |
|
165,881 |
|
150,638 |
|
169,323 |
|
273,314 |
|
485,842 |
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|||||||
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Cost of goods sold |
|
|
|
|
|
|
|
|
|
|
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|
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|||||||
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Direct |
|
38,594 |
|
75,194 |
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58,153 |
|
52,154 |
|
60,939 |
|
110,196 |
|
171,246 |
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|||||||
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Fulfillment partner |
|
51,103 |
|
112,458 |
|
82,857 |
|
76,375 |
|
83,589 |
|
131,010 |
|
242,821 |
|
|||||||
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Total cost of goods sold |
|
89,697 |
|
187,652 |
|
141,010 |
|
128,529 |
|
144,528 |
|
241,206 |
|
414,067 |
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|||||||
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Gross profit |
|
13,747 |
|
33,669 |
|
24,871 |
|
22,109 |
|
24,795 |
|
32,108 |
|
71,775 |
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|||||||
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|
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|
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|||||||
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Operating expenses: |
|
|
|
|
|
|
|
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|||||||
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Sales and marketing |
|
9,398 |
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20,153 |
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16,825 |
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14,495 |
|
17,960 |
|
20,380 |
|
49,280 |
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|||||||
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Technology |
|
2,267 |
|
2,980 |
|
4,095 |
|
6,094 |
|
8,082 |
|
9,567 |
|
18,271 |
|
|||||||
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General and administrative |
|
5,109 |
|
8,061 |
|
7,333 |
|
7,531 |
|
9,989 |
|
9,627 |
|
24,853 |
|
|||||||
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Amortization of stock-based compensation |
|
18 |
|
84 |
|
20 |
|
53 |
|
(8 |
) |
276 |
|
65 |
|
|||||||
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Total operating expenses |
|
16,792 |
|
31,278 |
|
28,273 |
|
28,173 |
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36,023 |
|
39,850 |
|
92,469 |
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|||||||
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|
|
|
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|||||||
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Operating income (loss) |
|
(3,045 |
) |
2,391 |
|
(3,402 |
) |
(6,064 |
) |
(11,228 |
) |
(7,742 |
) |
(20,694 |
) |
|||||||
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|
|
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|||||||
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Interest income |
|
168 |
|
780 |
|
644 |
|
896 |
|
(1,690 |
) |
393 |
|
(150 |
) |
|||||||
|
Interest expense |
|
(77 |
) |
(636 |
) |
(1,445 |
) |
(1,517 |
) |
(1,264 |
) |
(139 |
) |
(4,226 |
) |
|||||||
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Other income (expense), net |
|
3 |
|
(54 |
) |
|
|
4,170 |
|
11 |
|
5 |
|
4,181 |
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|||||||
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Net income (loss) |
|
(2,951 |
) |
2,481 |
|
(4,203 |
) |
(2,515 |
) |
(14,171 |
) |
(7,483 |
) |
(20,889 |
) |
|||||||
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Deemed dividend related to redeemable common stock |
|
(47 |
) |
(47 |
) |
(46 |
) |
(47 |
) |
(43 |
) |
(141 |
) |
(136 |
) |
|||||||
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Net income (loss) attributable to common shares |
|
$ |
(2,998 |
) |
$ |
2,434 |
|
$ |
(4,249 |
) |
$ |
(2,562 |
) |
$ |
(14,214 |
) |
$ |
(7,624 |
) |
$ |
(21,025 |
) |
|
|
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|
|
|
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|||||||
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Net income (loss) per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
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|||||||
|
- basic |
|
$ |
(0.16 |
) |
$ |
0.13 |
|
$ |
(0.21 |
) |
$ |
(0.13 |
) |
$ |
(0.75 |
) |
$ |
(0.44 |
) |
$ |
(1.08 |
) |
|
- diluted |
|
$ |
(0.16 |
) |
$ |
0.12 |
|
$ |
(0.21 |
) |
$ |
(0.13 |
) |
$ |
(0.75 |
) |
$ |
(0.44 |
) |
$ |
(1.08 |
) |
|
Weighted average common shares outstanding |
|
|
|
|
|
|
|
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|
|
|
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|
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|||||||
|
- basic |
|
18,284 |
|
19,016 |
|
19,862 |
|
19,709 |
|
18,844 |
|
17,517 |
|
19,468 |
|
|||||||
|
- diluted |
|
18,284 |
|
20,780 |
|
19,862 |
|
19,709 |
|
18,844 |
|
17,517 |
|
19,468 |
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|||||||
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Other data: |
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|||||||
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Shopping bookings (in 000s) |
|
$ |
114,381 |
|
$ |
237,021 |
|
$ |
184,152 |
|
$ |
163,775 |
|
$ |
179,480 |
|
$ |
304,420 |
|
$ |
527,407 |
|
|
Travel bookings (in 000s) |
|
$ |
|
|
$ |
|
|
$ |
1,649 |
|
$ |
2,759 |
|
$ |
9,666 |
|
$ |
2,299 |
|
$ |
14,074 |
|
|
Auction gross merchandise volume (in 000s) |
|
$ |
|
|
$ |
7,148 |
|
$ |
5,602 |
|
$ |
7,362 |
|
$ |
7,302 |
|
$ |
|
|
$ |
20,266 |
|
|
Average customer acquisition cost (shopping) |
|
$ |
18.30 |
|
$ |
16.90 |
|
$ |
19.50 |
|
$ |
22.10 |
|
$ |
22.92 |
|
$ |
15.03 |
|
$ |
21.40 |
|
|
Average registrant acquisition cost (auctions) |
|
NA |
|
$ |
7.41 |
|
$ |
8.26 |
|
$ |
7.51 |
|
$ |
6.61 |
|
NA |
|
$ |
7.48 |
|
||
4
Overstock.com, Inc.
Consolidated Balance Sheets
(in thousands, except per share amounts)
|
|
|
December 31, |
|
September 30, |
|
||||
|
Assets |
|
|
|
|
|
||||
|
Current assets: |
|
|
|
|
|
||||
|
Cash and cash equivalents |
|
$ |
198,678 |
|
$ |
2,575 |
|
||
|
Marketable securities |
|
88,802 |
|
74,225 |
|
||||
|
Cash, cash equivalents and marketable securities |
|
287,480 |
|
76,800 |
|
||||
|
Accounts receivable, net |
|
5,715 |
|
7,551 |
|
||||
|
Inventories, net |
|
45,279 |
|
94,601 |
|
||||
|
Prepaid inventory |
|
12,322 |
|
12,606 |
|
||||
|
Prepaid expenses & other assets |
|
3,444 |
|
9,319 |
|
||||
|
Total current assets |
|
354,240 |
|
200,877 |
|
||||
|
Restricted cash |
|
1,602 |
|
633 |
|
||||
|
Property and equipment, net |
|
16,122 |
|
59,561 |
|
||||
|
Goodwill |
|
2,784 |
|
13,168 |
|
||||
|
Other long-term assets, net |
|
1,516 |
|
15,336 |
|
||||
|
Total assets |
|
$ |
376,264 |
|
$ |
289,575 |
|
||
|
|
|
|
|
|
|
||||
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Liabilities, Redeemable Securities and Stockholders Equity |
|
|
|
|
|
||||
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Current liabilities: |
|
|
|
|
|
||||
|
Accounts payable |
|
$ |
64,060 |
|
$ |
47,070 |
|
||
|
Accrued liabilities |
|
22,917 |
|
45,278 |
|
||||
|
Short-term borrowings |
|
|
|
4,368 |
|
||||
|
Capital lease obligations, current |
|
595 |
|
6,638 |
|
||||
|
Total current liabilities |
|
87,572 |
|
103,354 |
|
||||
|
Capital lease obligations, non-current |
|
743 |
|
6,907 |
|
||||
|
Convertible senior notes |
|
116,251 |
|
84,596 |
|
||||
|
Total liabilities |
|
204,566 |
|
194,857 |
|
||||
|
|
|
|
|
|
|
||||
|
Redeemable common stock |
|
3,166 |
|
3,306 |
|
||||
|
|
|
|
|
|
|
||||
|
Stockholders equity: |
|
|
|
|
|
||||
|
Common stock |
|
2 |
|
2 |
|
||||
|
Additional paid-in capital |
|
243,131 |
|
209,742 |
|
||||
|
Accumulated deficit |
|
(73,005 |
) |
(94,030 |
) |
||||
|
Unearned stock-based compensation |
|
(1,301 |
) |
(493 |
) |
||||
|
Treasury stock |
|
(100 |
) |
(24,212 |
) |
||||
|
Accumulated other comprehensive loss |
|
(195 |
) |
403 |
|
||||
|
Stockholders equity |
|
168,532 |
|
91,412 |
|
||||
|
Total liabilities, redeemable securities and stockholders equity |
|
$ |
376,264 |
|
$ |
289,575 |
|
||
5
Overstock.com, Inc.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)
|
|
|
Three months ended |
|
Nine months ended |
|
Twelve months ended |
|
||||||||||||||
|
|
|
2004 |
|
2005 |
|
2004 |
|
2005 |
|
2004 |
|
2005 |
|
||||||||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net loss |
|
$ |
(2,951 |
) |
$ |
(14,171 |
) |
$ |
(7,483 |
) |
$ |
(20,889 |
) |
$ |
(10,628 |
) |
$ |
(18,408 |
) |
||
|
Adjustments to reconcile net loss to cash provided by (used in) operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Depreciation and amortization |
|
1,061 |
|
4,901 |
|
2,707 |
|
9,466 |
|
3,429 |
|
10,696 |
|
||||||||
|
Realized gain (loss) from marketable securities |
|
(1 |
) |
(1,946 |
) |
(1 |
) |
(2,361 |
) |
(2 |
) |
(1,973 |
) |
||||||||
|
Loss on disposition of property and equipment |
|
|
|
|
|
|
|
|
|
|
|
34 |
|
||||||||
|
Amortization of unearned stock-based compensation |
|
18 |
|
(8 |
) |
276 |
|
65 |
|
438 |
|
149 |
|
||||||||
|
Stock options issued to consultants for services |
|
25 |
|
(312 |
) |
594 |
|
(338 |
) |
701 |
|
(43 |
) |
||||||||
|
Issuance of common stock from treasury |
|
|
|
91 |
|
|
|
402 |
|
|
|
402 |
|
||||||||
|
Amortization of debt discount and deferred financing fees |
|
|
|
179 |
|
|
|
602 |
|
|
|
749 |
|
||||||||
|
Gain from retirement of convertible senior notes |
|
|
|
|
|
|
|
(4,170 |
) |
|
|
(4,170 |
) |
||||||||
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Accounts receivable, net |
|
4,101 |
|
6,969 |
|
7,705 |
|
6,972 |
|
1,641 |
|
3,736 |
|
||||||||
|
Inventories, net |
|
(3,943 |
) |
(34,818 |
) |
(4,865 |
) |
(49,322 |
) |
(11,373 |
) |
(59,810 |
) |
||||||||
|
Prepaid inventory |
|
(5,137 |
) |
(2,196 |
) |
3,059 |
|
(284 |
) |
(1,476 |
) |
(284 |
) |
||||||||
|
Prepaid expenses and other assets |
|
(2,980 |
) |
(1,124 |
) |
(13,606 |
) |
(5,760 |
) |
1,963 |
|
(6,337 |
) |
||||||||
|
Other long-term assets, net |
|
102 |
|
(424 |
) |
(1,268 |
) |
(435 |
) |
(1,251 |
) |
(523 |
) |
||||||||
|
Accounts payable |
|
954 |
|
6,663 |
|
(7,887 |
) |
(17,911 |
) |
14,020 |
|
23,674 |
|
||||||||
|
Accrued liabilities |
|
7,824 |
|
19,503 |
|
8,419 |
|
21,997 |
|
5,795 |
|
27,177 |
|
||||||||
|
Net cash provided by (used in) operating activities |
|
(927 |
) |
(16,693 |
) |
(12,350 |
) |
(61,966 |
) |
3,257 |
|
(24,931 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Increase (decrease) in restricted cash |
|
|
|
200 |
|
(1,875 |
) |
969 |
|
(1,875 |
) |
1,242 |
|
||||||||
|
Investments in marketable securities |
|
(15,675 |
) |
(21,552 |
) |
(27,917 |
) |
(183,543 |
) |
(29,920 |
) |
(248,503 |
) |
||||||||
|
Sales of marketable securities |
|
1,470 |
|
38,846 |
|
3,944 |
|
201,034 |
|
12,206 |
|
212,463 |
|
||||||||
|
Expenditures for property and equipment |
|
(3,805 |
) |
(12,190 |
) |
(5,404 |
) |
(36,466 |
) |
(7,744 |
) |
(39,796 |
) |
||||||||
|
Acquisition of Ski West |
|
|
|
(24,620 |
) |
|
|
(24,620 |
) |
|
|
(24,620 |
) |
||||||||
|
Proceeds from the sale of property and equipment |
|
|
|
|
|
|
|
|
|
|
|
20 |
|
||||||||
|
Expenditures for other long-term assets |
|
|
|
|
|
|
|
|
|
(172 |
) |
|
|
||||||||
|
Net cash provided by (used in) investing activities |
|
(18,010 |
) |
(19,316 |
) |
(31,252 |
) |
(42,626 |
) |
(27,505 |
) |
(99,194 |
) |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Payments on capital lease obligations |
|
(153 |
) |
(182 |
) |
(507 |
) |
(3,234 |
) |
(532 |
) |
(3,386 |
) |
||||||||
|
Borrowings on line of credit |
|
|
|
4,368 |
|
1,000 |
|
4,368 |
|
1,000 |
|
3,368 |
|
||||||||
|
Issuance of common stock, net of issuance costs |
|
|
|
|
|
37,857 |
|
|
|
37,857 |
|
75,207 |
|
||||||||
|
Issuance of convertible senior notes |
|
|
|
|
|
|
|
|
|
|
|
116,251 |
|
||||||||
|
Payments to retire convertible senior notes |
|
|
|
|
|
|
|
(27,935 |
) |
|
|
(27,935 |
) |
||||||||
|
Purchased call options |
|
|
|
|
|
|
|
(47,507 |
) |
|
|
(47,507 |
) |
||||||||
|
Purchase of treasury stock |
|
|
|
|
|
|
|
(24,133 |
) |
|
|
(24,133 |
) |
||||||||
|
Exercise of stock options and warrants |
|
596 |
|
2,973 |
|
3,555 |
|
6,881 |
|
3,848 |
|
7,615 |
|
||||||||
|
Net provided by (used in) financing activities |
|
443 |
|
7,159 |
|
41,905 |
|
(91,560 |
) |
42,173 |
|
99,480 |
|
||||||||
|
Effect of exchange rate changes on cash |
|
2 |
|
75 |
|
7 |
|
49 |
|
6 |
|
64 |
|
||||||||
|
Net increase (decrease) in cash and cash equivalents |
|
(18,492 |
) |
(28,775 |
) |
(1,690 |
) |
(196,103 |
) |
17,931 |
|
(24,581 |
) |
||||||||
|
Cash and cash equivalents, beginning of period |
|
45,648 |
|
31,350 |
|
28,846 |
|
198,678 |
|
2,950 |
|
27,156 |
|
||||||||
|
Cash and cash equivalents, end of period |
|
$ |
27,156 |
|
$ |
2,575 |
|
$ |
27,156 |
|
$ |
2,575 |
|
$ |
20,881 |
|
$ |
2,575 |
|
||
6