Press Release
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Dear Owners,
This is going to be an informative conference call in which you will hear about numerous things:
- How we have put over
$175 million of your capital to work nurturing to life a keiretsu of blockchain enterprises, including tZERO, which we believe is leading the pack globally in possibly the most lucrative of all blockchain applications (i.e., security tokens). I think the public may not understand our master plan in Medici, how the pieces all fit together, as well as how blockchain firms in this network are making similarly dramatic progress in their respective fields.
- As promised in our last conference call, we have pivoted our ecommerce business from the “accelerate at any cost and ignore the losses” standard Internet model back to our rational economic agent model, and in the process halved quarter-to-quarter loss (from
$57 million to $29 million pre-tax operating loss before some special legal expenses). In the slide deck to which we will speak during our conference call, we will disclose data regarding the shifts in our marketing efficiency that have occurred and are accelerating. Because of these improvements, I expect similar results in our fourth quarter.
- We are adequately capitalized (especially given the significant contraction in retail losses) in a way that does not strangle our ambitions in blockchain. In tZERO in particular, we know we have a massive opportunity and have staffed up appropriately, but in this conference call you will learn of other efforts we are staffing up on the expectation that they represent similarly sized opportunities.
- Strategic issues: In our last conference call, we announced we were working on a partnership with GSR capital and our ambitions to scale tZERO globally with GSR. We share a common strategic outlook, and GSR is proving to be a great help in the development of business in
Asia . We also disclosed that GSR had signed an agreement to buy$30 million in tZERO security tokens from Overstock and would acquire stakes in tZERO and Overstock common stock, subject to due diligence and negotiating definitive agreements. GSR has completed its legal due diligence, and we are actively working with GSR to finalize definitive agreements. Beyond that, because it is the Catch-22 of strategic matters that we really cannot report much on them until we can announce them,Seth Moore will report (to the extent he legally can) on GSR and progress on finding the partner for our retail firm.
Please join us on our conference call at 4:30 (ET).
Very respectfully,
Patrick
Key Q3 2018 metrics (comparison to Q3 2017):
- Revenue:
$440.6M vs.$424.0M (4% increase); - Gross profit:
$86.7M vs.$83.7M (4% increase); - Gross margin: 19.7% vs. 19.7% (flat);
- Sales and marketing expense:
$55.3M vs.$45.2M (23% increase); - G&A/Technology expense:
$79.2M vs.$50.4M (57% increase); - Pre-tax loss: (
$49.4M ) vs. ($6.5M ) ($42.9M increase);- Pre-tax loss - Overstock retail (non-GAAP financial measure): (
$40.0M ) - Pre-tax loss - Medici (non-GAAP financial measure): (
$9.4M )
- Pre-tax loss - Overstock retail (non-GAAP financial measure): (
- Net loss*: (
$47.9M ) vs. ($0.8M ) ($47.1M increase); - Diluted net loss per share:
($1.55) /share vs.($0.03) /share ($1.52 /share increase);
*Net loss refers to Net loss attributable to stockholders of
We will hold a conference call and webcast to discuss our Q3 2018 financial results
Webcast information
To access the live webcast and presentation slides, go to http://investors.overstock.com. To listen to the conference call via telephone, dial (877) 673-5346 and enter conference ID 4690549 when prompted. Participants outside the U.S. or
A replay of the conference call will be available at http://investors.overstock.com starting two hours after the live call has ended, or on Overstock's
Please email all questions in advance of the call to ir@overstock.com.
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.
Total net revenue - Total net revenue was
Gross profit - Gross profit was
Sales and marketing expenses - Sales and marketing expenses totaled
Technology expenses - Technology expenses totaled
General and administrative ("G&A") expenses - G&A expenses totaled
Other income (expense), net - Other income (expense), net totaled (
Net cash used in operating activities - Net cash used in operating activities was
Free cash flow (a non-GAAP financial measure) - Free cash flow totaled
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 (used in) 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. Also, we believe free cash flow is a useful measure to evaluate our business since purchases of fixed assets, including internal-use software and website development, 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):
Nine months ended September 30, |
Twelve months ended September 30, |
|||||||||||||||
2018 | 2017 | 2018 | 2017 | |||||||||||||
Net cash used in operating activities | $ | (120,300 | ) | $ | (62,448 | ) | $ | (93,073 | ) | $ | (7,445 | ) | ||||
Expenditures for fixed assets, including internal-use software and website development | (20,677 | ) | (20,873 | ) | (23,390 | ) | (33,772 | ) | ||||||||
Free cash flow | $ | (140,977 | ) | $ | (83,321 | ) | $ | (116,463 | ) | $ | (41,217 | ) |
Cash - We had cash and cash equivalents of
About
O,
This press release and the
Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands)
September 30, 2018 |
December 31, 2017 |
||||||
Assets | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 182,042 | $ | 203,215 | |||
Restricted cash | 1,395 | 455 | |||||
Accounts receivable, net | 30,552 | 30,080 | |||||
Inventories, net | 17,308 | 13,703 | |||||
Prepaids and other current assets | 23,863 | 17,744 | |||||
Total current assets | 255,160 | 265,197 | |||||
Fixed assets, net | 133,425 | 129,343 | |||||
Deferred tax assets, net | 135 | — | |||||
Intangible assets, net | 25,140 | 7,337 | |||||
Goodwill | 22,058 | 14,698 | |||||
Equity investments | 57,436 | 13,024 | |||||
Other long-term assets, net | 8,113 | 4,216 | |||||
Total assets | $ | 501,467 | $ | 433,815 | |||
Liabilities and Stockholders' Equity | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 93,277 | $ | 85,406 | |||
Accrued liabilities | 100,753 | 82,611 | |||||
Deferred revenue | 39,917 | 46,468 | |||||
Other current liabilities, net | 472 | 178 | |||||
Total current liabilities | 234,419 | 214,663 | |||||
Long-term debt, net | 3,069 | — | |||||
Long-term debt, net - related party | — | 39,909 | |||||
Other long-term liabilities | 5,934 | 7,120 | |||||
Total liabilities | 243,422 | 261,692 | |||||
Stockholders' equity: | |||||||
Preferred stock, $0.0001 par value authorized shares - 5,000 | |||||||
Series A, issued and outstanding - 127 and 127 | — | — | |||||
Series B, issued and outstanding - 555 and 555 | — | — | |||||
Common stock, $0.0001 par value | |||||||
Authorized shares -100,000 | |||||||
Issued shares - 35,138 and 30,632 | |||||||
Outstanding shares - 31,941 and 27,497 | 3 | 3 | |||||
Additional paid-in capital | 651,482 | 494,732 | |||||
Accumulated deficit | (413,395 | ) | (254,692 | ) | |||
Accumulated other comprehensive loss | (587 | ) | (599 | ) | |||
Treasury stock: | |||||||
Shares at cost - 3,197 and 3,135 | (66,709 | ) | (63,816 | ) | |||
Equity attributable to stockholders of Overstock.com, Inc. | 170,794 | 175,628 | |||||
Equity attributable to noncontrolling interests | 87,251 | (3,505 | ) | ||||
Total equity | 258,045 | 172,123 | |||||
Total liabilities and stockholders' equity | $ | 501,467 | $ | 433,815 |
Overstock.com, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Revenue, net | |||||||||||||||
Direct | $ | 15,424 | $ | 19,645 | $ | 46,409 | $ | 64,572 | |||||||
Partner and other | 425,156 | 404,362 | 1,322,635 | 1,223,894 | |||||||||||
Total net revenue | 440,580 | 424,007 | 1,369,044 | 1,288,466 | |||||||||||
Cost of goods sold | |||||||||||||||
Direct | 16,205 | 19,577 | 45,649 | 61,687 | |||||||||||
Partner and other | 337,659 | 320,755 | 1,051,067 | 972,026 | |||||||||||
Total cost of goods sold | 353,864 | 340,332 | 1,096,716 | 1,033,713 | |||||||||||
Gross profit | 86,716 | 83,675 | 272,328 | 254,753 | |||||||||||
Operating expenses: | |||||||||||||||
Sales and marketing | 55,312 | 45,153 | 226,942 | 126,068 | |||||||||||
Technology | 33,880 | 28,746 | 97,597 | 85,982 | |||||||||||
General and administrative | 45,356 | 21,651 | 116,551 | 66,622 | |||||||||||
Total operating expenses | 134,548 | 95,550 | 441,090 | 278,672 | |||||||||||
Operating loss | (47,832 | ) | (11,875 | ) | (168,762 | ) | (23,919 | ) | |||||||
Interest income | 383 | 189 | 1,547 | 450 | |||||||||||
Interest expense | (101 | ) | (713 | ) | (1,370 | ) | (2,139 | ) | |||||||
Other income (expense), net | (1,848 | ) | 5,882 | (1,489 | ) | 2,751 | |||||||||
Loss before income taxes | (49,398 | ) | (6,517 | ) | (170,074 | ) | (22,857 | ) | |||||||
Benefit from income taxes | (141 | ) | (5,412 | ) | (445 | ) | (7,727 | ) | |||||||
Consolidated net loss | $ | (49,257 | ) | $ | (1,105 | ) | $ | (169,629 | ) | $ | (15,130 | ) | |||
Less: Net loss attributable to noncontrolling interests | (1,334 | ) | (319 | ) | (5,886 | ) | (942 | ) | |||||||
Net loss attributable to stockholders of Overstock.com, Inc. | $ | (47,923 | ) | $ | (786 | ) | $ | (163,743 | ) | $ | (14,188 | ) | |||
Net loss per common share—basic: | |||||||||||||||
Net loss attributable to common shares—basic | $ | (1.55 | ) | $ | (0.03 | ) | $ | (5.47 | ) | $ | (0.55 | ) | |||
Weighted average common shares outstanding—basic | 30,279 | 25,003 | 29,256 | 25,024 | |||||||||||
Net loss per common share—diluted: | |||||||||||||||
Net loss attributable to common shares—diluted | $ | (1.55 | ) | $ | (0.03 | ) | $ | (5.47 | ) | $ | (0.55 | ) | |||
Weighted average common shares outstanding—diluted | 30,279 | 25,003 | 29,256 | 25,024 |
Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
Nine months ended September 30, |
Twelve months ended September 30, |
||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Cash flows from operating activities: | |||||||||||||||
Consolidated net loss | $ | (169,629 | ) | $ | (15,130 | ) | $ | (266,421 | ) | $ | (12,369 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||||||
Depreciation of fixed assets | 19,437 | 21,895 | 26,390 | 29,468 | |||||||||||
Amortization of intangible assets | 3,596 | 2,839 | 4,756 | 3,614 | |||||||||||
Stock-based compensation to employees and directors | 11,654 | 3,009 | 12,722 | 3,795 | |||||||||||
Deferred income taxes, net | (383 | ) | (8,682 | ) | 73,498 | (7,651 | ) | ||||||||
Gain on investment in precious metals | — | (1,907 | ) | (64 | ) | (2,108 | ) | ||||||||
Impairment of cryptocurrencies | 9,641 | — | 9,641 | — | |||||||||||
Gain on sale of cryptocurrencies | (8,412 | ) | (845 | ) | (9,562 | ) | (845 | ) | |||||||
Impairment of equity securities | 511 | 4,500 | 1,498 | 4,500 | |||||||||||
Early extinguishment costs of long term debts | 283 | — | 2,747 | — | |||||||||||
Other | 741 | 420 | 1,197 | 569 | |||||||||||
Changes in operating assets and liabilities, net of acquisitions: | |||||||||||||||
Accounts receivable, net | (73 | ) | 3,814 | (5,825 | ) | (3,283 | ) | ||||||||
Inventories, net | (1,833 | ) | 5,375 | (1,974 | ) | 2,155 | |||||||||
Prepaids and other current assets | (4,806 | ) | (5,950 | ) | (1,655 | ) | (680 | ) | |||||||
Other long-term assets, net | (4,120 | ) | (121 | ) | (6,306 | ) | (551 | ) | |||||||
Accounts payable | 7,143 | (35,794 | ) | 21,942 | (14,370 | ) | |||||||||
Accrued liabilities | 18,044 | (35,831 | ) | 41,564 | (10,217 | ) | |||||||||
Deferred revenue | (1,511 | ) | (275 | ) | 3,452 | 248 | |||||||||
Other long-term liabilities | (583 | ) | 235 | (673 | ) | 280 | |||||||||
Net cash used in operating activities | (120,300 | ) | (62,448 | ) | (93,073 | ) | (7,445 | ) | |||||||
Cash flows from investing activities: | |||||||||||||||
Purchases of intangible assets | (9,583 | ) | — | (10,006 | ) | — | |||||||||
Proceeds from sale of precious metals | — | 11,603 | 314 | 13,213 | |||||||||||
Investment in precious metals | — | — | — | (1,633 | ) | ||||||||||
Disbursement of note receivable | (2,700 | ) | (750 | ) | (2,700 | ) | (1,368 | ) | |||||||
Investment in equity securities | (43,670 | ) | (4,188 | ) | (44,670 | ) | (4,938 | ) | |||||||
Acquisitions of businesses, net of cash acquired | (12,912 | ) | — | (12,912 | ) | 28 | |||||||||
Expenditures for fixed assets, including internal-use software and website development | (20,677 | ) | (20,873 | ) | (23,390 | ) | (33,772 | ) | |||||||
Other | 34 | (160 | ) | 264 | (179 | ) | |||||||||
Net cash used in investing activities | (89,508 | ) | (14,368 | ) | (93,100 | ) | (28,649 | ) | |||||||
Cash flows from financing activities: | |||||||||||||||
Payments on capital lease obligations | (372 | ) | — | (455 | ) | — | |||||||||
Payments on interest swap | — | — | (1,535 | ) | — | ||||||||||
Proceeds from finance obligations | — | — | — | 5,324 | |||||||||||
Payments on finance obligations | — | (2,436 | ) | (12,880 | ) | (2,988 | ) | ||||||||
Proceeds from long-term debt | — | — | 40,000 | 4,826 | |||||||||||
Payments on long-term debt | (40,000 | ) | (750 | ) | (85,016 | ) | (750 | ) | |||||||
Payments of preferred dividends | — | — | (109 | ) | — | ||||||||||
Proceeds from exercise of stock options | — | 654 | 10 | 1,473 | |||||||||||
Proceeds from rights offering, net of offering costs | — | — | — | 7,591 | |||||||||||
Proceeds from issuance and exercise of stock warrants | 50,587 | — | 157,046 | — | |||||||||||
Proceeds from security token offering, net of offering costs | 82,610 | 3 | 83,515 | 3 | |||||||||||
Proceeds from sale of common stock, net of offering costs | 94,624 | — | 94,624 | — | |||||||||||
Purchase of treasury stock | — | (10,000 | ) | — | (10,000 | ) | |||||||||
Paid in capital for noncontrolling interest | 6,700 | — | 6,700 | — | |||||||||||
Payments of taxes withheld upon vesting of restricted stock | (4,574 | ) | (1,104 | ) | (4,699 | ) | (1,207 | ) | |||||||
Payment of debt issuance costs | — | (251 | ) | (419 | ) | (251 | ) | ||||||||
Net cash provided by (used in) financing activities | 189,575 | (13,884 | ) | 276,782 | 4,021 | ||||||||||
Net increase (decrease) in cash, cash equivalents and restricted cash | (20,233 | ) | (90,700 | ) | 90,609 | (32,073 | ) | ||||||||
Cash, cash equivalents and restricted cash, beginning of period | 203,670 | 183,528 | 92,828 | 124,901 | |||||||||||
Cash, cash equivalents and restricted cash, end of period | $ | 183,437 | $ | 92,828 | $ | 183,437 | $ | 92,828 |
Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(Continued)
(in thousands)
Nine months ended September 30, |
Twelve months ended September 30, |
||||||||||||||
2018 | 2017 | 2018 | 2017 | ||||||||||||
Supplemental disclosures of cash flow information: | |||||||||||||||
Cash paid during the period: | |||||||||||||||
Interest paid, net of amounts capitalized | $ | 1,232 | $ | 1,980 | $ | 2,192 | $ | 2,574 | |||||||
Income taxes paid, net of refunds | 59 | 492 | 54 | 624 | |||||||||||
Non-cash investing and financing activities: | |||||||||||||||
Fixed assets, including internal-use software and website development, costs financed through accounts payable and accrued liabilities | $ | 731 | $ | 618 | $ | 731 | $ | 618 | |||||||
Equipment acquired under capital lease obligations | — | — | 1,421 | 362 | |||||||||||
Capitalized interest cost | — | — | — | (12 | ) | ||||||||||
Change in fair value of cash flow hedge | — | (180 | ) | (1,558 | ) | (2,619 | ) | ||||||||
Note receivable converted to equity investment | 200 | 869 | 699 | 869 | |||||||||||
Acquisition of assets through stock issuance | 4,430 | — | 4,430 | — |
Additional Non-GAAP Financial Measure Reconciliations
Retail and Medici pre-tax income or loss (non-GAAP financial measures - which we reconcile to Consolidated pre-tax income or loss) consist of income or loss before taxes of our Retail and Medici businesses, excluding intercompany transactions eliminated in consolidation. We believe these measures provide management and users of the financial statements useful information, because they provide financial results for our separate businesses which are distinct in nature. The material limitation associated with these measures is that they are an incomplete measure of our consolidated operations.
We determined our segments based on how we manage our business, which, in our view, consists primarily of our Retail and Medici businesses. Our Retail business consists of our Direct and Partner reportable segments. We use gross profit as the measure to determine our reportable segments because there is not discrete financial information available below gross profit for our Direct and Partner segments. As a result, our Medici business is not significant as compared to our Direct and Partner segments. Our Other segment consists of Medici. We do not allocate assets between our segments for our internal management purposes.
Retail pre-tax income or loss and Medici pre-tax income or loss 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.
Our calculations of Retail Total (which consists of Direct and Partner) and Other (which consists of Medici) pre-tax income or loss are set forth below excluding intercompany transactions eliminated in consolidation (in thousands):
Three months ended September 30, |
|||||||||||||||||||
Direct | Partner | Retail Total | Other | Total | |||||||||||||||
2018 | |||||||||||||||||||
Revenue, net | $ | 15,424 | $ | 420,351 | $ | 435,775 | $ | 4,805 | $ | 440,580 | |||||||||
Cost of goods sold | 16,205 | 334,446 | 350,651 | 3,213 | 353,864 | ||||||||||||||
Gross profit | $ | (781 | ) | $ | 85,905 | $ | 85,124 | $ | 1,592 | $ | 86,716 | ||||||||
Operating expenses | 124,571 | 9,977 | 134,548 | ||||||||||||||||
Interest and other expense, net | (515 | ) | (1,051 | ) | (1,566 | ) | |||||||||||||
Pre-tax loss | (39,962 | ) | (9,436 | ) | (49,398 | ) | |||||||||||||
Provision for (benefit from) income taxes | (155 | ) | 14 | (141 | ) | ||||||||||||||
Net loss | $ | (39,807 | ) | $ | (9,450 | ) | $ | (49,257 | ) | ||||||||||
2017 | |||||||||||||||||||
Revenue, net | $ | 19,645 | $ | 400,419 | $ | 420,064 | $ | 3,943 | $ | 424,007 | |||||||||
Cost of goods sold | 19,577 | 318,121 | 337,698 | 2,634 | 340,332 | ||||||||||||||
Gross profit | $ | 68 | $ | 82,298 | $ | 82,366 | $ | 1,309 | $ | 83,675 | |||||||||
Operating expenses | 90,592 | 4,958 | 95,550 | ||||||||||||||||
Interest and other income (expense), net | 5,375 | (17 | ) | 5,358 | |||||||||||||||
Pre-tax loss | (2,851 | ) | (3,666 | ) | (6,517 | ) | |||||||||||||
Benefit from income taxes | (3,993 | ) | (1,419 | ) | (5,412 | ) | |||||||||||||
Net income (loss) | $ | 1,142 | $ | (2,247 | ) | $ | (1,105 | ) |
Nine months ended September 30, |
|||||||||||||||||||
Direct | Partner | Retail Total | Other | Total | |||||||||||||||
2018 | |||||||||||||||||||
Revenue, net | $ | 46,409 | $ | 1,307,045 | $ | 1,353,454 | $ | 15,590 | $ | 1,369,044 | |||||||||
Cost of goods sold | 45,649 | 1,039,834 | 1,085,483 | 11,233 | 1,096,716 | ||||||||||||||
Gross profit | $ | 760 | $ | 267,211 | $ | 267,971 | $ | 4,357 | $ | 272,328 | |||||||||
Operating expenses | 399,540 | 41,550 | 441,090 | ||||||||||||||||
Interest and other income (expense), net | 654 | (1,966 | ) | (1,312 | ) | ||||||||||||||
Pre-tax loss | (130,915 | ) | (39,159 | ) | (170,074 | ) | |||||||||||||
Benefit from income taxes | (283 | ) | (162 | ) | (445 | ) | |||||||||||||
Net loss | $ | (130,632 | ) | $ | (38,997 | ) | $ | (169,629 | ) | ||||||||||
2017 | |||||||||||||||||||
Revenue, net | $ | 64,572 | $ | 1,211,536 | $ | 1,276,108 | $ | 12,358 | $ | 1,288,466 | |||||||||
Cost of goods sold | 61,687 | 963,310 | 1,024,997 | 8,716 | 1,033,713 | ||||||||||||||
Gross profit | $ | 2,885 | $ | 248,226 | $ | 251,111 | $ | 3,642 | $ | 254,753 | |||||||||
Operating expenses | 264,455 | 14,217 | 278,672 | ||||||||||||||||
Interest and other income (expense), net | 5,490 | (4,428 | ) | 1,062 | |||||||||||||||
Pre-tax loss | (7,854 | ) | (15,003 | ) | (22,857 | ) | |||||||||||||
Benefit from income taxes | (3,280 | ) | (4,447 | ) | (7,727 | ) | |||||||||||||
Net loss | $ | (4,574 | ) | $ | (10,556 | ) | $ | (15,130 | ) |
Media Contact:
Overstock.com Public Relations
+1 (801) 947-3564
pr@overstock.com
Investor Contact:
Overstock.com Investor Relations
ir@overstock.com