EX-99.1 2 a06-4428_1ex99d1.htm EXHIBIT 99.1

Exhibit 99.1

 

OVERSTOCK.COM REPORTS Q4 REVENUE AND FULL YEAR 2005

FINANCIAL RESULTS

 

SALT LAKE CITY — February 7, 2006 — Overstock.com® (NASDAQ: OSTK) today reported fourth quarter revenue and financial results for the full year 2005.

 

Summary of results:

 

      Total Q4 revenue: $318 million, up 44% versus 2004

      Total 2005 revenue: $804 million, up 63% versus 2004

      2005 Gross profits: $121 million, up 83% versus 2004

      2005 Gross margins: 15.0%, up from 13.3% in 2004

      2005 Net loss: $(25) million or $(1.29) earnings per share

      2005 Cash flow from operations: $(6) million outflow

 

Dear Owners,

 

At the close of Q3, I mentioned the issue of capitalizing inbound freight in inventory, saying that our then-current system made Q2 and Q3 margins look worse than they “really” were (as we built inventory), but would make Q4 better than it “really” would be (assuming we flushed out inventory).  With our new systems in place, starting in Q4 we now have the ability to account for inbound freight by capitalizing it and expensing it as the related inventory sells.  However, this creates a knotty problem regarding 2005 (one quarter of 2005 has a $2 million benefit as a result: to which of the other 2005 quarters does it belong?) that we are still working through with our auditors. However, we can provide top-line numbers for Q4 at the moment and I will discuss full year 2005 results here and on the conference call.

 

I said that my goals in 2005 were to grow revenue 60-100% and break even +/- 1%. We achieved the first, but I failed on the second. 2005 started fairly well, but ended weakly.  I take responsibility, of course, and will give more color on this in my conference call, but the rough sketch is as follows: we started with a good set of priorities for the year, and with an aggressive internal plan to cross the $1 billion mark at a profit.  However, we discovered that some of our systems were more shopworn than we had anticipated, and went on a crash program to replace them. Unfortunately, I underspec’ed them and underestimated the time it would take to complete them by a large factor. Meanwhile, the systems they were replacing were increasingly unstable, so that our ships were burned behind us and we had to march forward. As the execution of these projects faltered, we had to shift more and more resources from other groups to support them.  This squeezed out projects that our business leaders needed to continue generating and servicing hyper-growth. The result was not only that good things did not happen (lift and functionality within the site), but that a bad thing also happened (while our systems survived, it was with great effort from the entire company). The upshot is that we are slowing down development of any new projects, and will just focus on our basic shopping experience (namely, our outlet shopping and BMVG tabs) until things are right.

 



 

I am terribly sorry, and disappointed — as are my colleagues. While we have staunched the bleeding, I anticipate it will take six to nine months to rehabilitate the patient and get him running again.

 

During this time that we are hardening our new systems, we will reduce growth to industry rates.  Our emphasis in 2006 will be on an improved customer experience — even if at the expense of growth.  Our technology department is under new leadership with a conservative 2006 plan in place.  We will make limited investments in technology but at far lower levels than 2005, and focus on personalization, site design, and functionality.  None of these are new projects, and each should help us improve our customers’ shopping experience and our conversion.

Conducting 2006 as a rebuilding year is also a financially conservative thing to do. I expect growth to be industry standard for at least two to three quarters: depreciation should more than cover actual capital expenditures, and our inventory, which we beefed up too much for Q4, is shrinking nicely: taken collectively, cash flows should be comfortable for the entire year.

 

Last year I closed saying, “this was the first Q4 surge we handled without a mad scramble. We did not make enough money in Q4 to break even for 2004, but did make $2.5 million, generated a lot of cash, and are up on a plane from which I believe only our own inattention or mistakes will knock us for some time.” In 2005, however, we handled Q4 only with the maddest of scrambles, lost money, and came off the plane due to my own mistakes. We need two to three quarters to recover.  Expect slower growth from us in 2006, but also expect us to end 2006 as a stronger and more focused company.

 

Respectfully submitted,

 

 

Patrick M. Byrne

 

Key financial and operating metrics

 

Total revenue—For the year ended December 31, 2005, Overstock.com reported total revenue of $803.8 million, a 63% increase from the $494.6 million reported in 2004.

 

Gross profit and gross margins—For the year ended December 31, 2005, Overstock.com reported gross profit of $120.6 million (15.0% margins), an 83% increase from the $65.8 million (13.3% margins) reported in 2004.

 

Net income (loss)—For the year ended December 31, 2005, Overstock.com reported net loss of $24.9 million, or $1.29 loss per share, compared to $5.0 million, or 29 cent loss per share, reported last year.

 

Overstock.com had cash and marketable securities of $112.0 million and working capital of $78.9 million on December 31, 2005.

 



 

Gross bookings (excluding auctions and travel)—For the year ended December 31, 2005, Overstock.com reported gross bookings of $868.0 million, a 62% increase from the $535.7 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, statements regarding slowing down on new projects, focusing on the core shopping business, the number of quarters it will take the company to recover, systems improvement, growth rates, improvements in our customer experience and customer service scores, the size, cost and scope of technology investments and their possible results, improvements in conversion, the strength and focus of the company, 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.

 



 

Overstock.com, Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)

 

 

 

Year ended December 31,

 

 

 

2004

 

2005

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

Direct

 

$

213,210

 

$

324,875

 

Fulfillment partner

 

281,425

 

478,947

 

 

 

 

 

 

 

Total revenue

 

494,635

 

803,822

 

 

 

 

 

 

 

Cost of goods sold

 

 

 

 

 

Direct

 

185,390

 

282,322

 

Fulfillment partner

 

243,468

 

400,889

 

 

 

 

 

 

 

Total cost of goods sold

 

428,858

 

683,211

 

 

 

 

 

 

 

Gross profit

 

65,777

 

120,611

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Sales and marketing

 

40,533

 

79,651

 

Technology

 

8,449

 

28,132

 

General and administrative

 

21,786

 

36,495

 

Amortization of stock-based compensation

 

360

 

72

 

 

 

 

 

 

 

Total operating expenses

 

71,128

 

144,350

 

 

 

 

 

 

 

Operating income (loss)

 

(5,351

)

(23,739

)

 

 

 

 

 

 

Interest income

 

1,173

 

(270

)

Interest expense

 

(775

)

(5,582

)

Other income (expense), net

 

(49

)

4,728

 

 

 

 

 

 

 

Net income (loss)

 

(5,002

)

(24,863

)

Deemed dividend related to redeemable common stock

 

(188

)

(185

)

 

 

 

 

 

 

Net income (loss) attributable to common shares

 

$

(5,190

)

$

(25,048

)

 

 

 

 

 

 

Net income (loss) per share

 

 

 

 

 

- basic

 

$

(0.29

)

$

(1.29

)

- diluted

 

$

(0.29

)

$

(1.29

)

Weighted average common shares outstanding

 

 

 

 

 

- basic

 

17,846

 

19,468

 

- diluted

 

17,846

 

19,468

 

 

 

 

 

 

 

Other data:

 

 

 

 

 

Shopping bookings (in 000s)

 

$

535,738

 

$

867,999

 

Travel bookings (in 000s)

 

$

2,299

 

$

29,579

 

Auction gross merchandise volume (in 000s)

 

$

7,148

 

$

29,724

 

Average customer acquisition cost (shopping)

 

$

15.79

 

$

21.05

 

Average registrant acquisition cost (auctions)

 

$

7.80

 

$

6.73

 

 



 

Overstock.com, Inc.

Consolidated Balance Sheets

(in thousands, except per share amounts)

 

 

 

December 31,

 

 

 

2004

 

2005

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

198,678

 

$

56,224

 

Marketable securities

 

88,802

 

55,799

 

 

 

 

 

 

 

Cash, cash equivalents and marketable securities

 

287,480

 

112,023

 

Accounts receivable, net

 

5,715

 

11,695

 

Inventories, net

 

45,279

 

92,045

 

Prepaid inventory

 

12,322

 

9,633

 

Prepaid expenses & other assets

 

3,444

 

8,508

 

 

 

 

 

 

 

Total current assets

 

354,240

 

233,904

 

Restricted cash

 

1,602

 

254

 

Property and equipment, net

 

16,122

 

61,914

 

Goodwill

 

2,784

 

13,168

 

Other long-term assets, net

 

1,516

 

15,449

 

 

 

 

 

 

 

Total assets

 

$

376,264

 

$

324,689

 

 

 

 

 

 

 

Liabilities, Redeemable Securities and Stockholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

64,060

 

$

101,436

 

Accrued liabilities

 

22,917

 

46,847

 

Capital lease obligations, current

 

595

 

6,683

 

 

 

 

 

 

 

Total current liabilities

 

87,572

 

154,966

 

Capital lease obligations, non-current

 

743

 

3,058

 

Convertible senior notes

 

116,251

 

74,935

 

 

 

 

 

 

 

Total liabilities

 

204,566

 

232,959

 

 

 

 

 

 

 

Redeemable common stock

 

3,166

 

3,205

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock

 

2

 

2

 

Additional paid-in capital

 

243,131

 

251,244

 

Accumulated deficit

 

(73,005

)

(98,053

)

Unearned stock-based compensation

 

(1,301

)

(305

)

Treasury stock

 

(100

)

(65,325

)

Accumulated other comprehensive gain (loss)

 

(195

)

962

 

 

 

 

 

 

 

Stockholders’ equity

 

168,532

 

88,525

 

 

 

 

 

 

 

Total liabilities, redeemable securities and stockholders’ equity

 

$

376,264

 

$

324,689

 

 



 

Overstock.com, Inc.

Consolidated Statements of Cash Flows (unaudited)

(in thousands)

 

 

 

Year ended December 31,

 

 

 

2004

 

2005

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(5,002

)

$

(24,863

)

Adjustments to reconcile net loss to cash provided by

 

 

 

 

 

(used in) operating activities

 

 

 

 

 

Depreciation and amortization

 

3,937

 

15,614

 

Realized (gain) loss from marketable securities

 

(2

)

3,351

 

Loss on disposition of property and equipment

 

34

 

1,457

 

Amortization of unearned stock-based compensation

 

360

 

72

 

Stock options issued to consultants for services

 

1,278

 

(389

)

Issuance of common stock from treasury

 

 

443

 

Amortization of debt discount and deferred financing fees

 

147

 

620

 

Gain from retirement of convertible senior notes

 

 

(6,158

)

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

4,468

 

(5,109

)

Inventories

 

(15,353

)

(46,766

)

Prepaid inventory

 

(9,376

)

2,689

 

Prepaid expenses and other assets

 

(1,807

)

(4,939

)

Other long-term assets, net

 

(944

)

(2,151

)

Accounts payable

 

33,697

 

36,455

 

Accrued liabilities

 

13,601

 

23,566

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

 

25,038

 

(6,108

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

(Increase) decrease in restricted cash

 

(1,602

)

1,348

 

Investments in marketable securities

 

(92,877

)

(185,543

)

Sales of marketable securities

 

15,373

 

216,266

 

Expenditures for property and equipment

 

(8,734

)

(44,740

)

Acquisition of Ski West (net of cash acquired)

 

 

(24,620

)

Proceeds from the sale of property and equipment

 

20

 

1

 

 

 

 

 

 

 

Net cash used in investing activities

 

(87,820

)

(37,288

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Payments on capital lease obligations

 

(658

)

(7,086

)

Borrowings on line of credit

 

1,000

 

11,868

 

Payments on line of credit

 

(1,000

)

(11,868

)

Proceeds from the issuance of common stock

 

113,064

 

 

Proceeds from the issuance of convertible senior notes

 

116,199

 

 

Payments of deferred financing fees

 

(301

)

 

Payments to retire convertible senior notes

 

 

(35,670

)

Purchase of treasury stock

 

 

(24,133

)

Purchased call options for purchase of treasury stock

 

 

(47,507

)

Settlement of call options for cash

 

 

7,937

 

Exercise of stock options and warrants

 

4,288

 

7,315

 

 

 

 

 

 

 

Net provided by (used in) financing activities

 

232,592

 

(99,144

)

 

 

 

 

 

 

Effect of exchange rate changes on cash

 

22

 

86

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

169,832

 

(142,454

)

Cash and cash equivalents, beginning of period

 

28,846

 

198,678

 

 

 

 

 

 

 

Cash and cash equivalents, end of period

 

$

198,678

 

$

56,224

 

 

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

 

Interest paid

 

$

165

 

$

5,016

 

Deemed dividend on redeemable common shares

 

$

188

 

$

182

 

Forfeitures on unearned stock-based compensation

 

$

(198

)

$

(69

)

Lapse of rescission rights on redeemable common stock

 

$

 

$

146

 

Settlement of purchased call options for treasury stock

 

$

 

$

41,121

 

Equipment and software acquired under capital leases

 

$

1,835

 

$

15,438

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

Fair value of assets acquired, net of cash acquired

 

 

 

$

25,956

 

Fair value of liabilities assumed

 

 

 

(1,336

)

 

 

 

 

 

 

Cash paid to purchase businesses

 

 

 

$

24,620