Overstock Announces Fourth Quarter and Full Year 2021 Financial Results

Fourth quarter net revenue of $613 million, including record “Cyber 5” execution

Full year net revenue of $2.8 billion, nearly double pre-pandemic run-rate

SALT LAKE CITY, Feb. 23, 2022 (GLOBE NEWSWIRE) — Overstock.com, Inc. (NASDAQ:OSTK) today reported financial results for the quarter and full year ended December 31, 2021.

Fourth Quarter 2021 Financial Highlights, from continuing operations

Total net revenue was $613 million, a decrease of 9% year over year
Gross profit was $139 million or 22.7% of total net revenue
Income from continuing operations was $33 million
Diluted earnings per share was $0.68
Adjusted EBITDA (non-GAAP) was $27 million, which represents 4.5% of net revenue
At the end of the fourth quarter, cash and cash equivalents totaled $503 million

Full Year 2021 Financial Highlights, from continuing operations

Total net revenue was $2.8 billion, an increase of 11% year over year
Gross profit was $624 million or 22.6% of total net revenue
Income from continuing operations was $172 million
Diluted earnings per share was $3.57
Adjusted EBITDA (non-GAAP) was $142 million, which represents 5.1% of net revenue
Full year net cash provided by operating activities was $98 million
   

“This is our second consecutive year of profitability and market share growth,” said Overstock CEO Jonathan Johnson. “For the full year 2021, net revenue increased 11% against record 2020 growth. The foundational operational improvements we have made over the past two years have stabilized the business and positioned us well to navigate through economic- and industry-specific cycles over the long term. We are proving we can adjust to, execute through, and take advantage of both positive and negative jolts in the market. It’s encouraging that nearly one third of the overall home furniture and furnishings market continues to be transacted online. I believe increasing our brand association with home positions us favorably for 2022 and beyond. We remain committed to our value to ‘do good’ and recently launched a dedicated site outlining our ESG efforts (http://www.overstock.com/esg).”

“Navigating the operating environment in our industry during the fourth quarter was challenging,” continued Johnson. “Despite challenges, we were committed to delivering on our profitability targets—and we did just that, driven in part by our largest Thanksgiving through Cyber Monday—or Cyber Five—period in the company’s history. I look forward to providing additional updates on our fourth quarter and full year 2021 performance and sharing insights into our 2022 plans during our earnings call.”

Fourth Quarter 2021 Operational Highlights*

Active customers were 8.1 million, a decrease of 12% year over year
Last Twelve Months (LTM) net revenue per active customer was $341, an increase of 26% year over year
Orders delivered were 3.0 million, a decrease of 25% year over year
Average order value was $206, an increase of 23% year over year
Orders per active customer, measured as LTM orders divided by active customers, was 1.67, an increase of 2% year over year
Orders placed on a mobile device were 50.7% of gross merchandise sales

*Certain terms (active customers, LTM net revenue per active customer, orders delivered, average order value, and orders per active customer) are defined under “Supplemental Operational Data” below.

Earnings Webcast Information

Overstock will hold a conference call and webcast to discuss its fourth quarter and full year 2021 financial results on Wednesday, February 23, 2022, 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 3659278 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 Wednesday, February 23, 2022, through 11:30 a.m. ET on Wednesday, March 2, 2022. 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 Stock (NASDAQ:OSTK) / Series A-1 Preferred Stock (tZERO ATS:OSTKO) / Series B Preferred Stock (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, area rugs, bedding and bath, home improvement, outdoor, kitchen and dining items, 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. In 2014, Overstock became the first major retailer to accept cryptocurrency as a form of payment and continues to do so. 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, and Club O 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.

Cautionary Note Regarding Forward-Looking Statements

This press release and the February 23, 2022 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, market conditions, and other factors that will impact our results of operations. You should not place undue reliance on any forward-looking statements, which speak only as of the date they were made. We undertake no obligation to update any forward-looking statements as a result of any new information, future developments, or otherwise. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including but not limited to, difficulties we may have with our fulfillment partners, supply chain, access to products, shipping costs, competition, macroeconomic changes, attraction/retention of employees, search engine optimization results, and/or payment processors. Other risks and uncertainties include, among others, the duration of the COVID-19 pandemic and its ultimate impact on our business and results of operations, problems with our infrastructure, including cyber-attacks or data breaches affecting us, adverse tax, regulatory or legal developments, and whether our partnership with Pelion Venture Partners will be able to achieve its objectives. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2020, our Form 10-Q for the quarter ended March 31, 2021, our Form 10-Q for the quarter ended June 30, 2021, and our Form 10-Q for the quarter ended September 30, 2021, which were filed with the Securities and Exchange Commission on February 26, 2021, May 6, 2021, August 5, 2021, and November 4, 2021, respectively, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, Form 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:
Lavesh Hemnani
ir@overstock.com

Media Relations:
Sarah Factor
pr@overstock.com

 
Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands, except share data)
  December 31,
2021
  December 31,
2020
Assets      
Current assets:      
Cash and cash equivalents $ 503,341     $ 495,425  
Restricted cash   25       1,197  
Accounts receivable, net   21,190       22,867  
Inventories   5,137       6,243  
Prepaids and other current assets   22,097       22,879  
Current assets of discontinued operations         34,129  
Total current assets   551,790       582,740  
Property and equipment, net   109,479       113,767  
Deferred tax assets, net   40,035       37  
Goodwill   6,160       6,160  
Equity securities   342,682       1,412  
Operating lease right-of-use assets   12,584       17,297  
Other long-term assets, net   3,236       2,646  
Long-term assets of discontinued operations         106,155  
Total assets $ 1,065,966     $ 830,214  
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable $ 102,293     $ 109,759  
Accrued liabilities   101,902       123,646  
Unearned revenue   59,387       72,165  
Operating lease liabilities, current   5,402       5,152  
Other current liabilities   3,349       2,935  
Current liabilities of discontinued operations         13,924  
Total current liabilities   272,333       327,581  
Long-term debt, net   37,984       41,334  
Operating lease liabilities, non-current   7,960       13,206  
Other long-term liabilities   3,303       4,082  
Long-term liabilities of discontinued operations         7,685  
Total liabilities   321,580       393,888  
Stockholders’ equity:      
Preferred stock, $0.0001 par value, authorized shares – 5,000      
Series A-1, issued and outstanding – 4,204 and 4,204          
Series B, issued and outstanding – 357 and 357          
Common stock, $0.0001 par value, authorized shares – 100,000      
Issued shares – 46,625 and 46,331      
Outstanding shares – 43,023 and 42,768   4       4  
Additional paid-in capital   960,544       970,873  
Accumulated deficit   (136,590 )     (525,233 )
Accumulated other comprehensive loss   (537 )     (553 )
Treasury stock at cost – 3,602 and 3,563   (79,035 )     (71,399 )
Equity attributable to stockholders of Overstock.com, Inc.   744,386       373,692  
  Equity attributable to noncontrolling interests         62,634  
    Total stockholders’ equity   744,386       436,326  
      Total liabilities and stockholders’ equity $ 1,065,966     $ 830,214  
 

Overstock.com, Inc.
Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
  Three months ended
December 31,
  Year ended
December 31,
    2021       2020       2021       2020  
Net revenue $ 612,659     $ 669,666     $ 2,756,446     $ 2,493,915  
Cost of goods sold   473,815       519,141       2,132,544       1,922,559  
Gross profit   138,844       150,525       623,902       571,356  
Operating expenses              
Sales and marketing   67,970       73,862       302,430       260,714  
Technology   30,917       29,970       123,001       116,248  
General and administrative   20,837       24,332       87,399       97,679  
Total operating expenses   119,724       128,164       512,830       474,641  
Operating income   19,120       22,361       111,072       96,715  
Interest expense, net   (132 )     (199 )     (556 )     (838 )
Other income, net   12,507       595       12,500       613  
Income before income taxes from continuing operations   31,495       22,757       123,016       96,490  
Provision (benefit) for income taxes   (1,447 )     (393 )     (48,775 )     1,363  
Income from continuing operations   32,942       23,150       171,791       95,127  
Income (loss) from discontinued operations, net of income taxes         (13,021 )     217,246       (48,956 )
Consolidated net income   32,942       10,129       389,037       46,171  
Less: Net loss attributable to noncontrolling interests—discontinued operations         (2,458 )     (335 )     (9,830 )
Net income attributable to stockholders of Overstock.com, Inc. $ 32,942     $ 12,587     $ 389,372     $ 56,001  
Consolidated net income per share of common stock:              
Net income (loss) attributable to common shares—basic              
Continuing operations $ 0.69     $ 0.48     $ 3.60     $ 2.13  
Discontinued operations         (0.22 )     4.58       (0.88 )
Total $ 0.69     $ 0.26     $ 8.18     $ 1.25  
Net income (loss) attributable to common shares—diluted              
Continuing operations $ 0.68     $ 0.48     $ 3.57     $ 2.12  
Discontinued operations         (0.22 )     4.54       (0.88 )
Total $ 0.68     $ 0.26     $ 8.11     $ 1.24  
Weighted average shares of common stock outstanding:              
Basic   43,016       42,765       42,981       41,217  
Diluted   43,370       43,326       43,332       41,607  
                               

Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
  Year ended
December 31,
    2021       2020  
Cash flows from operating activities:      
Consolidated net income $ 389,037     $ 46,171  
(Income) loss from discontinued operations, net of income taxes   (217,246 )     48,956  
Adjustments to reconcile consolidated net income to net cash provided by operating activities:      
Depreciation and amortization   18,564       21,776  
Non-cash operating lease cost   5,021       4,971  
Stock-based compensation to employees and directors   11,133       7,841  
(Increase)/decrease in deferred income taxes, net   (53,829 )     35  
Income from equity method securities   (12,585 )      
Other non-cash adjustments   1,537       (542 )
Changes in operating assets and liabilities:      
  Accounts receivable, net   1,677       (6,715 )
  Inventories   1,106       (403 )
  Prepaids and other current assets   2,958       (5,358 )
  Other long-term assets, net   (1,755 )     (264 )
  Accounts payable   (7,787 )     34,428  
  Accrued liabilities   (21,595 )     48,907  
  Unearned revenue   (12,778 )     31,049  
  Operating lease liabilities   (5,261 )     (5,995 )
  Other long-term liabilities   (150 )     1,769  
    Net cash provided by continuing operating activities   98,047       226,626  
    Net cash used in discontinued operating activities   (17,128 )     (30,152 )
      Net cash provided by operating activities   80,919       196,474  
Cash flows from investing activities:      
Contributions for capital calls   (41,122 )      
Expenditures for property and equipment   (13,617 )     (14,874 )
Other investing activities, net   (1,694 )     (397 )
Net cash used in continuing investing activities   (56,433 )     (15,271 )
Net cash used in discontinued investing activities   (29,703 )     (8,284 )
  Net cash used in investing activities   (86,136 )     (23,555 )
Cash flows from financing activities:      
Payments on long-term debt   (3,030 )     (2,635 )
Proceeds from long-term debt         47,500  
Proceeds from sale of common stock, net of offering costs         195,540  
Payments of taxes withheld upon vesting of restricted stock   (8,279 )     (2,592 )
Other financing activities, net   (1,374 )     (6,449 )
Net cash provided by (used in) continuing financing activities   (12,683 )     231,364  
Net cash provided by discontinued financing activities   2,085        
  Net cash provided by (used in) financing activities   (10,598 )     231,364  
Net increase (decrease) in cash, cash equivalents, and restricted cash   (15,815 )     404,283  
Cash, cash equivalents, and restricted cash, beginning of year, inclusive of cash balances of discontinued operations   519,181       114,898  
Cash, cash equivalents, and restricted cash, end of year, inclusive of cash balances of discontinued operations   503,366       519,181  
Less: Cash, cash equivalents, and restricted cash of discontinued operations         22,559  
Cash, cash equivalents, and restricted cash, end of year $ 503,366     $ 496,622  

Financial Reporting Presentation in Accordance with the Pelion Transaction

Medici Ventures’ blockchain businesses, including tZERO, met the criteria to be reported as held for sale and discontinued operations as of March 31, 2021, due to their anticipated deconsolidation. As a result of closing the Pelion transaction during the second quarter of 2021, these businesses’ operating results for the periods prior to deconsolidation have been reflected in our consolidated statements of income as discontinued operations. Additionally, the related assets and liabilities of these businesses associated with the prior periods are classified as discontinued operations in our consolidated balance sheets. As a result of closing this transaction, Overstock has reorganized its remaining businesses into a single reportable operating segment, Retail. Corporate-related overhead costs are included in Retail continuing operations.

Supplemental Operational Data

We measure our business using operational metrics, in addition to the financial metrics shown above and the non-GAAP financial measures explained below. We believe these metrics provide investors with additional information regarding our financial results, including indicators of our growth, customer purchasing patterns, and the mix of products purchased by our customers.

Active customers represents the total number of unique customers who have made at least one purchase during the prior twelve-month period. This metric captures both the inflow of new customers and the outflow of existing customers who have not made a purchase during the prior twelve-month period.

LTM net revenue per active customer represents total net revenue in a twelve-month period divided by the total number of active customers for the same twelve-month period.

Orders delivered represents the total number of orders delivered in any given period, including orders that may eventually be returned. As we ship a large volume of packages through multiple carriers, actual delivery dates may not always be available, and in those circumstances we estimate delivery dates based on historical data.

Average order value is defined as total net revenue in any given period divided by the total number of orders delivered in that period.

Orders per active customer is defined as orders delivered in a twelve-month period divided by active customers for the same twelve-month period.

The following table provides key operating metrics for the Retail business:
(in thousands, except for LTM net revenue per active customer, average order value and orders per active customer)

  Three months ended
December 31,
  2021   2020
Active customers 8,075   9,188
LTM net revenue per active customer 341   271
Orders delivered 2,974   3,978
Average order value 206   168
Orders per active customer 1.67   1.64
       

Non-GAAP Financial Measures and Reconciliations

We are providing certain non-GAAP financial measures in this release and related earnings conference call, including adjusted diluted earnings per share from continuing operations, adjusted EBITDA, and free cash flow. We use these non-GAAP measures internally in analyzing our financial results 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 diluted earnings per share for continuing operations is a non-GAAP financial measure that we calculate as net income from continuing operations less the benefit for income taxes associated with our tax valuation allowance release and income recognized from our equity method securities. We believe that this adjustment to our net income before calculating per share amounts for the current period presented provides a useful comparison between our operating results from period to period.

Adjusted EBITDA is a non-GAAP financial measure that is calculated as income from continuing operations 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 benefits and 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 continuing 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.

The following table reflects the reconciliation of adjusted diluted earnings per share from continuing operations to diluted earnings per share from continuing operations (in thousands, except per share data):

  Three months ended
December 31,
  2021
  Diluted EPS   Less: tax
valuation
allowance
release
1
  Less: equity
method
income
2
  Adjusted
Diluted EPS
Numerator:              
Income from continuing operations $ 32,942   $ 2,341   $ 13,310   $ 17,291
Less: Preferred stock dividends—accumulated   182             182
Undistributed income from continuing operations   32,760     2,341     13,310     17,109
Less: Undistributed income allocated to participating securities   3,140     224     1,392     1,524
Net income from continuing operations attributable to common stockholders $ 29,620   $ 2,117   $ 11,918   $ 15,585
               
Denominator:              
Weighted average shares of common stock outstanding—diluted   43,370     43,370     43,370     43,370
               
Net income from continuing operations per share of common stock:              
Diluted $ 0.68   $ 0.05   $ 0.27   $ 0.36

1 Inclusive of deferred tax impact from equity method income
2 Inclusive of current tax impact from equity method income

 
  Year ended
December 31,
  2021
  Diluted EPS   Less: tax
valuation
allowance
release
1
  Less: equity
method
income
2
  Adjusted
Diluted EPS
Numerator:              
Income from continuing operations $ 171,791   $ 53,808   $ 12,606   $ 105,377
Less: Preferred stock dividends—accumulated   729             729
Undistributed income from continuing operations   171,062     53,808     12,606     104,648
Less: Undistributed income allocated to participating securities   16,409     5,161     1,324     9,924
Net income from continuing operations attributable to common stockholders $ 154,653   $ 48,647   $ 11,282   $ 94,724
               
Denominator:              
Weighted average shares of common stock outstanding—diluted   43,332     43,332     43,332     43,332
               
Net income from continuing operations per share of common stock:              
Diluted $ 3.57   $ 1.12   $ 0.26   $ 2.19

1 Inclusive of deferred tax impact from equity method income
2 Inclusive of current tax impact from equity method income


The following table reflects the reconciliation of adjusted EBITDA to income from continuing operations (in thousands):

  Three months ended
December 31,
  Year ended
December 31,
    2021       2020       2021       2020  
               
Income from continuing operations $ 32,942     $ 23,150     $ 171,791     $ 95,127  
Depreciation and amortization   4,232       5,488       18,564       21,776  
Stock-based compensation   3,484       1,640       11,133       7,841  
Interest expense, net   132       199       556       838  
Other income, net   (12,507 )     (595 )     (12,500 )     (613 )
Provision (benefit) for income taxes   (1,447 )     (393 )     (48,775 )     1,363  
Special items (see table below)   511       432       872       (8,038 )
Adjusted EBITDA $ 27,347     $ 29,921     $ 141,641     $ 118,294  
               
Special items:              
Special legal charges $     $ 432     $ (186 )   $ (9,341 )
Severance   502             755       1,303  
Transaction costs   9             303        
  $ 511     $ 432     $ 872     $ (8,038 )
 

The following table reflects the reconciliation of free cash flow to net cash provided by continuing operating activities (in thousands):

  Year ended
December 31,
    2021       2020  
Net cash provided by continuing operating activities $ 98,047     $ 226,626  
Expenditures for property and equipment   (13,617 )     (14,874 )
Free cash flow $ 84,430     $ 211,752  

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