Document
false0001130713 0001130713 2020-10-29 2020-10-29


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

October 29, 2020
Date of Report (date of earliest event reported)
Overstock.com, Inc.
(Exact name of Registrant as specified in its charter)
Delaware
 
000-49799
 
87-0634302
(State or other jurisdiction of
 
(Commission File Number)
 
(I.R.S. Employer
incorporation or organization)
 
 
 
Identification Number)

799 W. Coliseum Way
Midvale, Utah 84047
(Address of principal executive offices)
 
(801) 947-3100
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.0001 par value per share
OSTK
NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 

1



Item 2.02. Results of Operations and Financial Condition

On October 29, 2020, Overstock.com, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the three and nine months ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1.

The information in this Current Report on Form 8-K and in the exhibit is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, except as may expressly be set forth in any such filing by specific reference.

Item 9.01. Financial Statements and Exhibits

(d)    Exhibits.    
Exhibit Number
 
Exhibit Description
99.1
 
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101)


This press release and the October 29, 2020 conference call and webcast to discuss our financial results may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including but not limited to, the duration of the COVID-19 pandemic and its ultimate impact on our business and results of operations, adverse tax, regulatory or legal developments, and competition. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, our continually evolving business model, and difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2019, our Form 10-Q for the quarter ended March 31, 2020, and our Form 10-Q for the quarter ended June 30, 2020, which were filed with the Securities and Exchange Commission on March 13, 2020, May 7, 2020, and August 6, 2020, respectively, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, 10-Q's, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements.


2



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
OVERSTOCK.COM, INC.
 
 
 
 
By:
/s/ ADRIANNE B. LEE
 
 
Adrianne B. Lee
 
 
Chief Financial Officer
 
Date:
October 29, 2020


3
Exhibit


https://cdn.kscope.io/0be993d7ba6a24f2a12bdbd19bdda763-overstocklogoa20.jpg

Overstock Reports Q3 2020 Financial Results
Quarterly net income of $23 million and total net revenue of $732 million

SALT LAKE CITY - October 29, 2020 - Overstock.com, Inc. (NASDAQ:OSTK) today reported financial results for the quarter ended September 30, 2020.

Third Quarter Financial Highlights
Total net revenue was $732 million, an increase of 111% year over year
Gross profit was $171 million or 23% of total net revenue, an increase of 330 basis points year over year
Net income attributable to stockholders of Overstock.com, Inc. was $23 million, an improvement of $54 million year over year
Diluted earnings per share was $0.50, an improvement of $1.39 year over year
Adjusted EBITDA (non-GAAP) was $40 million, an improvement of $58 million year over year
YTD net cash provided by operating activities was $199 million, an improvement of $288 million year over year
YTD free cash flow (non-GAAP) improved $291 million year over year
At the end of the third quarter, cash and cash equivalents totaled $530 million

"After a record-setting second quarter, we maintained our momentum, continued to outperform expectations, and grew faster than competitors in the third quarter," said Overstock CEO Jonathan Johnson. "Our quarterly gross sales in our Retail business doubled year over year once again and new customers grew 141%. These new customers are making repeat purchases at an increasing rate. Heading into the fourth quarter, I am as confident as ever in our Retail business maintaining sustainable, profitable market share growth."

"Our Medici Ventures blockchain-based businesses also continue to make meaningful advancements," said Johnson. "tZERO received FINRA approval to provide retail brokerage services for digital securities through its subsidiary, tZERO Markets, which officially launched last week. Several of our Medici Ventures companies are raising capital, most are getting products into production, and many are generating revenue. Our organization remains focused and disciplined. We continue to execute against our strategic initiatives that are driving growth and delivering profitability. I look forward to providing an update on our progress and performance during our earnings call."


1



Other Third Quarter Financial Highlights
Retail income before income taxes was $43 million, an improvement of $52 million year over year
Retail Adjusted EBITDA (non-GAAP) was $50 million, or 7% of Retail net revenue, an improvement of $51 million (or 720 basis points) year over year
Consolidated G&A expenses increased by $2 million but improved by 470 basis points as a percentage of total net revenue year over year
tZERO net revenue was $11 million, an increase of 97% year over year, primarily due to SpeedRoute trading volume

Third Quarter Operational Highlights
Newly acquired Retail customers increased 141% year over year
Gross sales from orders placed on a mobile device were 50% of Retail gross sales in the third quarter of 2020 compared to 44% in the third quarter of 2019
Volume on the tZERO ATS increased 856% to a record 4 million shares (equivalent to $39 million in value of shares traded)

Capital Raise

During the third quarter, Overstock announced and completed a public offering of common stock. The size of the offering was increased from its initial announcement due to increased demand, and the underwriters fully exercised the over-allotment option. The offering was completed on August 14, 2020, whereby we issued 2,415,000 shares of common stock at a price of $84.50 per share, raising net proceeds of approximately $193 million. The capital raise was opportunistic in nature, and proceeds will be used to support our continued growth trajectory.

COVID-19 Update

Overstock has continued to respond to the challenges and opportunities created by the COVID-19 pandemic. In our Retail business, customer demand continued to increase significantly in the third quarter, particularly in our key home furnishings categories. We have seen a substantial year-over-year increase in our website traffic and number of new customers. Our Retail gross sales again grew more than 100% year over year in Q3. Our online-only platform and partner network with thousands of fulfillment centers has enabled us to meet this increase in demand. Our three warehouses have remained operational based on our sustained implementation of sound safety measures, including staggered shifts and social distancing. We are also hiring in key areas throughout the company to support our current and expected growth. We continue to face challenges created by the sharp increase in volume, in customer service channels and in fulfillment and delivery, stemming from capacity issues from shipping carriers and some suppliers, including out-of-stock positions on some of our top performing products. Most of our Medici Ventures blockchain companies have seen relatively little disruption, and several are working on solutions to problems exacerbated by the global pandemic. We have evaluated and implemented a phased re-entry plan for our offices; most of our corporate employees continue to work from home without incident. We cannot predict how the COVID-19 pandemic will unfold in the coming months. Nevertheless, the challenges arising from the pandemic have not adversely affected our liquidity, revenues, or capacity to service our debt, nor have these conditions required us to reduce our capital expenditures.


2



Earnings Webcast Information

The company will hold a conference call and webcast to discuss its Q3 2020 financial results on Thursday, October 29, 2020, at 8:30 a.m. ET. 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 4293477 when prompted. Participants outside the U.S. or Canada who do not have Internet access should dial +1 (724) 498-4326 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 11:30 a.m. ET on Thursday, October 29, 2020, through 11:30 a.m. ET on Thursday, November 12, 2020. To listen to the recorded webcast by phone, dial (855) 859-2056 then enter the conference ID provided above. Outside the U.S. or Canada dial +1 (404) 537-3406 and enter the conference ID provided above.

Questions may be emailed in advance of the call to ir@overstock.com.

About Overstock.com

Overstock.com, Inc. Common Shares (NASDAQ:OSTK) / Digital Voting Series A-1 Preferred Stock (Medici Ventures' tZERO platform:OSTKO) / Series B Preferred (OTCQX:OSTBP) is an online retailer and technology company based in Salt Lake City, Utah. Its leading e-commerce website sells a broad range of new home products at low prices, including furniture, décor, rugs, bedding, home improvement, and more. The online shopping site, which is visited by tens of millions of customers a month, also features a marketplace providing customers access to millions of products from third-party sellers. Overstock was the first major retailer to accept cryptocurrency in 2014, and in the same year founded Medici Ventures, its wholly-owned subsidiary dedicated to the development and acceleration of blockchain technologies to democratize capital, eliminate middlemen, and re-humanize commerce. Overstock regularly posts information about the Company and other related matters on the Newsroom and Investor Relations pages on its website, Overstock.com.

O, Overstock.com, O.com, Club O, and Worldstock are registered trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.


3



Cautionary Note Regarding Forward-Looking Statements

This press release and the October 29, 2020 conference call and webcast to discuss our financial results may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including but not limited to, the duration of the COVID-19 pandemic and its ultimate impact on our business and results of operations, adverse tax, regulatory or legal developments, and competition. Other risks and uncertainties include, among others, the inherent risks associated with the businesses that Medici Ventures and tZERO are pursuing, our continually evolving business model, and difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2019, our Form 10-Q for the quarter ended March 31, 2020, and our Form 10-Q for the quarter ended June 30, 2020, which were filed with the Securities and Exchange Commission on March 13, 2020, May 7, 2020, and August 6, 2020, respectively, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, 10-Q's, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements.


Contacts

Investor Relations:
Alexis Callahan
801-947-5126
ir@overstock.com


Media Relations:
Megan Herrick
801-947-3564
pr@overstock.com

4



Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except per share data)
 
September 30,
2020
 
December 31,
2019
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
529,710

 
$
112,266

Restricted cash
2,570

 
2,632

Marketable securities at fair value
1,355

 
10,308

Accounts receivable, net of allowance for credit losses of $2,053 and $2,474 at September 30, 2020 and December 31, 2019, respectively
35,403

 
24,728

Inventories
6,867

 
5,840

Prepaids and other current assets
19,704

 
21,589

Total current assets
595,609

 
177,363

Property and equipment, net
125,142

 
130,028

Intangible assets, net
9,009

 
11,756

Goodwill
27,120

 
27,120

Equity securities
48,983

 
42,043

Operating lease right-of-use assets
25,402

 
25,384

Other long-term assets, net
11,717

 
4,033

Total assets
$
842,982

 
$
417,727

Liabilities and Stockholders' Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
119,663

 
$
75,416

Accrued liabilities
145,668

 
88,197

Unearned revenue
78,757

 
41,821

Operating lease liabilities, current
5,959

 
6,603

Other current liabilities
3,803

 
3,962

Total current liabilities
353,850

 
215,999

Long-term debt, net
42,148

 

Operating lease liabilities, non-current
21,640

 
21,554

Other long-term liabilities
6,038

 
2,319

Total liabilities
423,676

 
239,872

Commitments and contingencies
 
 
 
Stockholders' equity:
 

 
 

Preferred stock, $0.0001 par value, authorized shares - 5,000
 
 
 
Series A-1, issued and outstanding - 4,204 and 4,210

 

Series B, issued and outstanding - 357 and 357

 

Common stock, $0.0001 par value, authorized shares - 100,000
 

 
 

Issued shares - 46,317 and 42,790
 

 
 

Outstanding shares - 42,758 and 39,464
4

 
4

Additional paid-in capital
966,299

 
764,845

Accumulated deficit
(537,089
)
 
(580,390
)
Accumulated other comprehensive loss
(556
)
 
(568
)
Treasury stock at cost - 3,559 and 3,326
(71,124
)
 
(68,807
)
Equity attributable to stockholders of Overstock.com, Inc.
357,534

 
115,084

Equity attributable to noncontrolling interests
61,772

 
62,771

Total stockholders' equity
419,306

 
177,855

Total liabilities and stockholders' equity
$
842,982

 
$
417,727



5



Overstock.com, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 
Three months ended September 30,
 
Nine months ended
September 30,
 
2020
 
2019
 
2020
 
2019
Revenue, net
 
 
 
 
 
 
 
Retail
$
717,695

 
$
340,798

 
$
1,824,249

 
$
1,070,898

Other
13,956

 
6,301

 
41,519

 
17,639

Total net revenue
731,651

 
347,099

 
1,865,768

 
1,088,537

Cost of goods sold
 
 
 
 
 
 
 
Retail
548,982

 
272,545

 
1,403,418

 
858,169

Other
11,901

 
5,006

 
35,860

 
13,797

Total cost of goods sold
560,883

 
277,551

 
1,439,278

 
871,966

Gross profit
170,768

 
69,548

 
426,490

 
216,571

Operating expenses:
 
 
 
 
 
 
 
Sales and marketing
72,010

 
34,215

 
188,562

 
102,252

Technology
34,984

 
32,782

 
101,458

 
101,368

General and administrative
34,225

 
32,681

 
94,022

 
104,877

Total operating expenses
141,219

 
99,678

 
384,042

 
308,497

Operating income (loss)
29,549

 
(30,130
)
 
42,448

 
(91,926
)
Interest income
402

 
449

 
1,288

 
1,482

Interest expense
(579
)
 
(57
)
 
(1,367
)
 
(289
)
Other income (expense), net
(7,526
)
 
(4,781
)
 
(5,014
)
 
(14,048
)
Income (loss) before income taxes
21,846

 
(34,519
)
 
37,355

 
(104,781
)
Provision for income taxes
620

 
23

 
1,313

 
279

Net income (loss)
21,226

 
(34,542
)
 
36,042

 
(105,060
)
Less: Net loss attributable to noncontrolling interests
(2,165
)
 
(3,604
)
 
(7,372
)
 
(10,197
)
Net income (loss) attributable to stockholders of Overstock.com, Inc.
$
23,391

 
$
(30,938
)
 
$
43,414

 
$
(94,863
)
Net income (loss) per share of common stock:
 
 
 
 
 
 
 
Net income (loss) attributable to common shares—basic
$
0.50

 
$
(0.89
)
 
$
1.00

 
$
(2.74
)
Net income (loss) attributable to common shares—diluted
$
0.50

 
$
(0.89
)
 
$
0.99

 
$
(2.74
)
Weighted average shares of common stock outstanding:
 
 
 
 
 
 
 
Basic
41,595

 
35,241

 
40,697

 
34,289

Diluted
42,202

 
35,241

 
41,030

 
34,289


6



Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 
Nine months ended
September 30,
 
2020
 
2019
Cash flows from operating activities:
 

 
 

Consolidated net income (loss)
$
36,042

 
$
(105,060
)
Adjustments to reconcile consolidated net income (loss) to net cash provided by (used in) operating activities:
 

 
 

Depreciation and amortization
22,709

 
23,033

Non-cash operating lease cost
4,379

 
4,940

Stock-based compensation to employees and directors
8,356

 
13,623

Impairment of equity securities
813

 
6,964

Losses on equity method securities
11,909

 
4,922

Gain on disposal of business
(10,705
)
 

Impairments on intangible assets

 
1,406

Other non-cash adjustments
2,587

 
1,978

Changes in operating assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable, net
(15,715
)
 
12,858

Inventories
(1,027
)
 
6,864

Prepaids and other current assets
(42
)
 
5,473

Other long-term assets, net
26

 
(1,046
)
Accounts payable
44,101

 
(42,110
)
Accrued liabilities
59,657

 
(8,683
)
Unearned revenue
37,161

 
(10,066
)
Operating lease liabilities
(4,954
)
 
(4,086
)
Other long-term liabilities
3,413

 
(205
)
Net cash provided by (used in) operating activities
198,710

 
(89,195
)
Cash flows from investing activities:
 

 
 

Purchase of equity securities
(1,553
)
 
(5,106
)
Proceeds from sale of equity securities and marketable securities
6,306

 
7,082

Acquisitions of businesses, net of cash acquired

 
4,886

Expenditures for property and equipment
(15,067
)
 
(17,902
)
Deconsolidation of cash of Medici Land Governance, Inc.
(4,056
)
 

Other investing activities, net
(1,061
)
 
(3,219
)
Net cash used in investing activities
(15,431
)
 
(14,259
)
Cash flows from financing activities:
 

 
 

Payments on long-term debt
(1,566
)
 
(3,141
)
Proceeds from long-term debt
47,500

 

Proceeds from sale of common stock, net of offering costs
195,540

 
52,112

Payments of taxes withheld upon vesting of restricted stock
(2,317
)
 
(1,373
)
Other financing activities, net
(5,054
)
 
(1,161
)
Net cash provided by financing activities
234,103

 
46,437

Net increase (decrease) in cash, cash equivalents and restricted cash
417,382

 
(57,017
)
Cash, cash equivalents and restricted cash, beginning of period
114,898

 
142,814

Cash, cash equivalents and restricted cash, end of period
$
532,280

 
$
85,797


7



Segment Financial Information

The following table summarizes information about reportable segments and includes a reconciliation to consolidated net income (loss) (in thousands):
 
Three months ended September 30,
 
Retail
 
tZERO
 
MVI
 
Other
 
Total
2020
 
 
 
 
 
 
 
 
 

Net revenue
$
717,695

 
$
11,151

 
$
2,805

 
$

 
$
731,651

Cost of goods sold
548,982

 
9,098

 
2,803

 

 
560,883

Gross profit
168,713

 
2,053

 
2

 

 
170,768

Operating expenses
125,458

 
10,613

 
2,923

 
2,225

 
141,219

Interest and other expense, net
(205
)
 
(3,848
)
 
(3,650
)
 

 
(7,703
)
Income (loss) before income taxes
$
43,050

 
$
(12,408
)
 
$
(6,571
)
 
$
(2,225
)
 
21,846

Provision for income taxes
 
 
 
 
 
 
 
 
620

Net income
 
 
 
 
 
 
 
 
$
21,226

 
 
 
 
 
 
 
 
 
 
2019
 
 
 
 
 
 
 
 
 
Net revenue
$
340,798

 
$
5,662

 
$
639

 
$

 
$
347,099

Cost of goods sold
272,545

 
4,367

 
639

 

 
277,551

Gross profit
68,253

 
1,295

 

 

 
69,548

Operating expenses
77,641

 
14,114

 
4,427

 
3,496

 
99,678

Interest and other income (expense), net
137

 
(475
)
 
(4,057
)
 
6

 
(4,389
)
Loss before income taxes
$
(9,251
)
 
$
(13,294
)
 
$
(8,484
)
 
$
(3,490
)
 
(34,519
)
Provision for income taxes
 
 
 
 
 
 
 
 
23

Net loss
 
 
 
 
 
 
 
 
$
(34,542
)
 
 
Nine months ended September 30,
 
Retail
 
tZERO
 
MVI
 
Other
 
Total
2020
 
 
 
 
 
 
 
 
 

Net revenue
$
1,824,249

 
$
34,127

 
$
7,230

 
$
162

 
$
1,865,768

Cost of goods sold
1,403,418

 
28,634

 
7,226

 

 
1,439,278

Gross profit
420,831

 
5,493

 
4

 
162

 
426,490

Operating expenses
333,284

 
34,087

 
8,374

 
8,297

 
384,042

Interest and other income (expense), net
(621
)
 
(6,898
)
 
2,423

 
3

 
(5,093
)
Income (loss) before income taxes
$
86,926

 
$
(35,492
)
 
$
(5,947
)
 
$
(8,132
)
 
37,355

Provision for income taxes
 
 
 
 
 
 
 
 
1,313

Net income
 
 
 
 
 
 
 
 
$
36,042

 
 
 
 
 
 
 
 
 
 
2019
 
 
 
 
 
 
 
 
 
Net revenue
$
1,070,898

 
$
15,709

 
$
1,930

 
$

 
$
1,088,537

Cost of goods sold
858,169

 
11,867

 
1,930

 

 
871,966

Gross profit
212,729

 
3,842

 

 

 
216,571

Operating expenses
244,571

 
41,410

 
11,583

 
10,933

 
308,497

Interest and other income (expense), net
312

 
(1,098
)
 
(12,068
)
 
(1
)
 
(12,855
)
Loss before income taxes
$
(31,530
)
 
$
(38,666
)
 
$
(23,651
)
 
$
(10,934
)
 
(104,781
)
Provision for income taxes
 
 
 
 
 
 
 
 
279

Net loss
 
 
 
 
 
 
 
 
$
(105,060
)



8



Non-GAAP Financial Measures and Reconciliations

We are providing certain non-GAAP financial measures in this release and related earnings conference call, including Adjusted EBITDA, Free cash flow, Retail Contribution and Retail Contribution as a percentage of Retail net revenue ("Contribution margin"). We use these non-GAAP measures internally in analyzing our financial results at both the consolidated and segment level and we believe they are useful to investors, as a supplement to GAAP measures, in evaluating our ongoing operational performance in the same manner as our management and board of directors. We have provided reconciliations of these non-GAAP financial measures to the most directly comparable GAAP measures in this earnings release. These Non-GAAP financial measures should be used in addition to and in conjunction with the results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures.

Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We believe the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring.

Free cash flow is a non-GAAP financial measure that is calculated as net cash provided by or used in operating activities reduced by expenditures for property and equipment. We believe free cash flow is a useful measure to evaluate the cash impact of the continuing operations of the business including purchases of property and equipment which are a necessary component of our ongoing operations.

Retail Contribution and Retail Contribution margin are non-GAAP financial measures that are calculated as gross profit less sales and marketing expense. We believe contribution and contribution margin provide information relevant to our Retail business about our ability to cover our Retail operating costs, such as technology and general and administrative expenses, while reflecting the selling costs we incurred to generate our Retail revenues.


9



The following table reflects the reconciliation of Adjusted EBITDA to net income (loss) (in thousands):
 
Three months ended
September 30,
 
Nine months ended
September 30,
 
2020
 
2019
 
2020
 
2019
 
 
 
 
 
 
 
 
Net income (loss)
$
21,226

 
$
(34,542
)
 
$
36,042

 
$
(105,060
)
Depreciation and amortization (1)
7,592

 
7,518

 
22,709

 
21,596

Stock-based compensation
2,623

 
4,467

 
8,356

 
13,623

Interest (income) expense, net
177

 
(392
)
 
79

 
(1,193
)
Other expense, net
7,526

 
4,781

 
5,014

 
14,048

Provision for income taxes
620

 
23

 
1,313

 
279

Special items (see table below)
288

 
185

 
(8,087
)
 
1,942

Adjusted EBITDA
$
40,052

 
$
(17,960
)
 
$
65,426

 
$
(54,765
)
 
 
 
 
 
 
 
 
Segment Adjusted EBITDA
 
 
 
 
 
 
 
Retail
$
50,249

 
$
(575
)
 
$
101,395

 
$
(1,452
)
tZERO
(5,675
)
 
(11,233
)
 
(20,977
)
 
(33,169
)
MVI
(2,470
)
 
(2,691
)
 
(7,053
)
 
(9,285
)
Other
(2,052
)
 
(3,461
)
 
(7,939
)
 
(10,859
)
Adjusted EBITDA
$
40,052

 
$
(17,960
)
 
$
65,426

 
$
(54,765
)
 
 
 
 
 
 
 
 
Special items:
 
 
 
 
 
 
 
Special legal charges (2)
$

 
$
(1,221
)
 
$
(9,773
)
 
$
(1,221
)
Severance
288

 

 
1,686

 
1,757

Impairment on Intangible Assets

 
1,406

 

 
1,406

 
$
288

 
$
185

 
$
(8,087
)
 
$
1,942

__________________________________________
(1) — Depreciation and amortization for the nine months ended September 30, 2019 includes a $1.4 million adjustment related to finalizing our preliminary purchase price accounting for Mac Warehouse.
(2) — Includes amounts associated with the resolution for and adjustments to various legal contingencies.

The following table reflects the reconciliation of Free cash flow to Net cash provided by or used in operating activities (in thousands):
 
Nine months ended
September 30,
 
2020
 
2019
Net cash provided by (used in) operating activities
$
198,710

 
$
(89,195
)
Expenditures for property and equipment
(15,067
)
 
(17,902
)
Free cash flow
$
183,643

 
$
(107,097
)

The following table reflects the reconciliation of Retail Contribution to Retail Gross profit (in thousands):
 
Three months ended
September 30,
 
2020
 
2019
Retail:
 
 
 
Net revenue
$
717,695

 
$
340,798

Cost of goods sold
548,982

 
272,545

Gross profit
168,713

 
68,253

Less: Sales and marketing expense
71,231

 
33,551

Contribution
$
97,482

 
$
34,702

Contribution margin
13.6
%
 
10.2
%


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