Overstock.com widens Q2 loss to US$7.8M from US$1.4M loss a year ago with increased expenses in legal fees, employee compensation; revenues up 1.6% to US$235M on decrease in unique website visits, fewer new customers

SALT LAKE CITY , July 28, 2011 (press release) – Overstock.com, Inc. (NASDAQ: OSTK) today reported financial results for the quarter ended June 30, 2011.

Key Q2 2011 metrics (comparison to Q2 2010):

Revenue: $235.0M vs. $231.3M (2% increase);
Gross margin: 16.9% vs. 18.0% (110 basis point decrease);
Gross profit: $39.8M vs. $41.6M (4% decrease);
Sales and marketing expense: $13.7M vs. $14.2M (4% decrease);
Contribution (non-GAAP measure): $26.1M vs. $27.4M (5% decrease);
G&A/Technology expense: $33.5M vs. $28.7M (17% increase);
Net loss attributable to common shares: $(7.8)M vs. $(1.4)M ($6.4M increase); and
Diluted EPS: $(0.34)/share vs. $(0.06)/share ($0.28 loss per share increase).

The Company will hold a conference call and webcast to discuss its second quarter 2011 financial results on Thursday, July 28, 2011 at 11:30 a.m. Eastern Time.

Webcast information

To access the live webcast and presentation slides, please go to http://investors.overstock.com. To listen to the conference call via telephone, dial (866) 551-1816 and enter conference ID 84677322 when prompted. Participants outside the United States or Canada who do not have Internet access should dial +1 (706) 758-1198 and enter conference ID 84677322 when prompted.

Replay

A replay of the webcast will be available at http://investors.overstock.com starting 2 hours after the live call has ended. An audio replay of the webcast will be available via telephone starting at 2:30 p.m. Eastern Time on Thursday, July 28, 2011, through 11:59 p.m. Eastern Time on Thursday, August 4, 2011. To listen to the recorded webcast by phone, please dial (855) 859-2056 and enter conference ID 84677322 when prompted. Outside the U.S. or Canada please dial +1 (404) 537-3406 and enter conference ID 84677322 when prompted.

Key financial and operating metrics discussion:

You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.

Total revenue -- Total revenue for the second quarter of 2011 and 2010 was $235.0 million and $231.3 million, respectively, a 2% increase. The primary reasons for the low growth rate were decreasing unique visits on our websites compared to last year, and fewer new customers due in part to lower traffic and merchandising sales mix shift in certain customer generating categories, particularly media and consumer electronics, and the impact of the Google penalty from February 22, 2011 to April 21, 2011.

Gross profit -- Gross profit for the second quarter of 2011 and 2010 was $39.8 million and $41.6 million, respectively, a 4% decrease, representing 16.9% and 18.0% of total revenue for those respective periods. Pricing initiatives partially offset by a sales mix shift away from lower margin categories were the primary drivers of lower gross profit compared to last year.

Contribution (a non-GAAP financial measure) and contribution margin (a non-GAAP financial measure) -- Contribution for the second quarter of 2011 and 2010 was $26.1 million (11.1% contribution margin) and $27.4 million (11.8% contribution margin), respectively, a 5% decrease in contribution, and a 70 basis point decrease in contribution margin.

Contribution (a non-GAAP financial measure) (which we reconcile to "gross profit" in our statement of operations) consists of gross profit less sales and marketing expense and reflects an additional way of viewing our results. Contribution margin is contribution as a percentage of total net revenue. When viewed with our GAAP gross profit less sales and marketing expenses, we believe contribution and contribution margin provides management and users of the financial statements information about our ability to cover our fixed operating costs, such as technology and general and administrative expenses. Contribution and contribution margin 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. The material limitation associated with the use of contribution is that it is an incomplete measure of profitability as it does not include all operating expenses or non-operating income and expenses. Management compensates for these limitations when using this measure by looking at other GAAP measures, such as operating income (loss) and net income (loss).

Sales and marketing expenses -- Sales and marketing expenses totaled $13.7 million and $14.2 million for the second quarter of 2011 and 2010, respectively, a 4% decrease, and representing 5.8% and 6.1% of revenue for those respective periods. The decrease in sales and marketing expenses as a percentage of revenue for this period was primarily due to a shift away from branding and online advertising campaigns into promotional campaigns, particularly our Club O loyalty program and shipping promotions that are accounted for as a reduction of revenue, offset in part by an increase in compensation expense primarily due to increases in staffing.

Technology expenses -- Technology expenses totaled $16.8 million and $14.2 million for the second quarter of 2011 and 2010, respectively, a 19% increase, and representing 7.2% and 6.1% of revenue for those respective periods. The $2.6 million increase is primarily due to a $1.5 million increase in compensation expense primarily due to increases in staffing, and approximately $700,000 in increased depreciation expense due to higher technology capital spending last year.

General and administrative ("G&A") expenses -- G&A expenses totaled $16.7 million and $14.5 million for the second quarter of 2011 and 2010, respectively, a 15% increase, and representing 7.1% and 6.3% of total revenue for those respective periods. The $2.2 million increase is due to a $1.8 million increase in legal fees, and an approximately $530,000 increase in compensation expense primarily due to increases in staffing.

Operating loss -- Operating loss for the second quarter of 2011 was $(7.4) million compared to $(1.3) million for 2010, a $6.1 million increase.

Interest income -- Interest income for the second quarter of 2011 and 2010 was $46,000 and $40,000, respectively

Interest expense --Interest expense was $630,000 and $760,000 for the second quarter of 2011 and 2010, respectively. The decrease in interest expense is primarily a result of extinguishments of Senior Notes, partially offset by increased expense related to our finance obligations.

Other income, net -- Other income, net for the second quarter of 2011 and 2010 was $220,000 and $652,000, respectively. The decrease in other income, net is primarily due to no extinguishments of Senior Notes with accompanying gains on the buyback during the second quarter of 2011 compared to last year.

Net loss attributable to common shares -- Net loss attributable to common shares for the second quarter of 2011 was $(7.8) million, or $(0.34) per share, compared to net loss attributable to common shares of $(1.4) million, or $(0.06) per share for the second quarter of 2010.

Free cash flow (a non-GAAP financial measure) -- Free cash flow for the first six months of 2011 and 2010 totaled $(27.6) million and $(54.8) million, respectively. On a trailing twelve month basis, free cash flow for the period ending June 30, 2011 and 2010 was $23.0 million and 19.9 million, respectively.

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 flowsand liquidity. Free cash flow, which we reconcile to "net cash provided by (used in) 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. However, we believe free cash flow is a useful measure to evaluate our business since purchases of fixed assets are a necessary component of ongoing operations and free cash flow measures the amount of cash we have available for future investment, debt retirement or other changes to our capital structure after we have paid all of our expenses. Therefore, we believe it is important to view free cash flow as a complement to our entire consolidated statements of cash flows.


About O.co (also known as Overstock.com) O.co(TM), also known as Overstock.com, is Your Savings Engine(TM) offering brand-name products. The company offers its customers an opportunity to shop for bargains conveniently, while offering its suppliers an alternative inventory distribution channel. O.co, headquartered in Salt Lake City, is a publicly traded company listed on the NASDAQ Global Market System and can be found online at http://www.overstock.com and http://www.o.co. O.co regularly posts information about the company and other related matters on its website under the heading "Investor Relations." Overstock.com® is a registered trademark of Overstock.com, Inc. O.co and Your Savings Engine are trademarks of Overstock.com, Inc., Inc. All other trademarks are the property of their respective owners.





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