Overstock.com Reports Q3 2009 Results

SALT LAKE CITY, Nov. 3 /PRNewswire-FirstCall/ -- Overstock.com, Inc. (Nasdaq:
OSTK) today reported financial results for the quarter ended September 30,
2009.

Key Q3 2009 metrics (comparison to Q3 2008):
-- Revenue: $195.1M vs. $186.9M (4% increase);
-- Gross margin: 19.3% vs. 17.2% (210 basis point improvement);
-- Gross profit: $37.7M vs. $32.1M (17% increase);
-- Sales and marketing expense: $12.2M vs. $11.9M (2% increase);
-- Contribution (non-GAAP measure): $25.5M vs. $20.2M (26% increase);
-- G&A/Technology expense: $25.6M vs. $24.4M (5% increase);
-- Net loss: $(787,000) vs. $(1.6)M (50% decrease in net loss);
-- EPS: $(0.03)/share vs. $(0.07)/share ($0.04/share improvement); and

-- Adjusted EBITDA (TTM) (non-GAAP financial measure): $19.7M vs. $4.7M
($15.0M improvement).

Dear Owner:

We saw our financial results improve versus Q3 2008. Revenue growth turned
positive and Contribution dollars are up 26% over last year due to higher
gross profit and a more efficient marketing spend. Our net loss has narrowed
to 0.4% of revenue. For the first nine months of 2009, our net loss is $2.5
million, an $11.2 million improvement over the same period last year.

As we move into our peak selling season, our inventory is good and we are well
positioned to deliver great deals to the cost conscious consumer.

As previously announced, we have received a notice from the Securities and
Exchange Commission stating that the SEC is conducting an investigation
concerning our previously-announced financial restatements of 2006 and 2008
and other matters. The subpoena accompanying the notice covers documents
related to the restatements and also to our billings to our partners in the
fourth quarter of 2008 and related collections, and our accounting for and
implementation of software relating to our accounting for customer refunds and
credits, including offsets to partners, and related matters. We have been and
will continue to cooperate fully with the investigation. In addition, we have
received a comment letter from the SEC's Division of Corporation Finance
regarding our 2008 Form 10-K/A and June 30, 2009 Form 10-Q. We have responded
to the comment letter, but have not yet resolved all of the staff's comments.

I look forward to discussing your business with you on our conference call,
and until then, I remain,

Your humble servant,
Patrick M. Byrne

P.S. Please email questions to Kevin Moon at kmoon@overstock.com prior to the
conference call.

Key financial and operating metrics discussion:

Total revenue -- Total revenue for the three months ended September 30, 2009
and 2008 was $195.1 million and $186.9 million, respectively, a 4% increase.
For the nine months ended September 30, 2009 and 2008, total revenue decreased
3% to $558.6 million from $578.5 million.

Gross profit -- Gross profit for the three months ended September 30, 2009 and
2008 was $37.7 million and $32.1 million, respectively, a 17% increase,
representing 19.3% and 17.2% of total revenue for those respective periods.
For the nine months ended September 30, 2009 and 2008, gross profit was $111.3
million and $99.3 million, respectively, a 12% improvement, representing 19.9%
and 17.2% of total revenue for those respective periods.

For the nine months ended September 30, 2009, we reduced total Cost of goods
sold by $1.7 million due to recoveries from partners who were underbilled in
2008 for certain fees and charges, and for a refund of overbillings by a
freight carrier for charges from the fourth quarter of 2008. These recoveries
accounted for 31 basis points of the 270 basis point improvement in gross
profit from the nine months ended September 30, 2008. Without this reduction,
gross profit for the nine months ended September 30, 2009 would be $109.5
million (19.6% as a percentage of total revenue), a 10% increase from the nine
months ended September 30, 2008 rather than the 12% increase described above.
In the third quarter of 2009, we recognized $117,000 of recoveries from
partners and a freight carrier for charges related to 2008.

In September 2009, we executed a new supplier agreement with a majority of our
fulfillment partners with the goal to better manage costs related to product
returns. The impact of this change resulted in a reduction of Cost of goods
sold related to our fulfillment partner business of approximately $350,000 in
Q3 2009.

Contribution (a non-GAAP financial measure) and Contribution margin (a
non-GAAP financial measure) -- Contribution for the three months ended
September 30, 2009 and 2008 was $25.5 million (13.1% Contribution margin) and
$20.2 million (10.8% Contribution margin), respectively, a 26% increase in
Contribution, or a 230 basis point improvement in Contribution margin, when
compared to the same period in the prior year. For the nine months ended
September 30, 2009 and 2008, Contribution was $74.4 million (13.3%
Contribution margin) and $58.1 million (10.0% Contribution margin),
respectively, a 28% increase, or a 330 basis point increase when compared to
the same period in the prior year.

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 revenues. When viewed
with our GAAP gross profit less sales and marketing expenses, we believe
Contribution and Contribution margin provide management and users of the
financial statements information about our ability to cover our 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. You should review our
financial statements and publicly-filed reports in their entirety and not rely
on any single financial measure. 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).

For further details on Contribution, see the calculation of this non-GAAP
financial measure below (in thousands):

Three months ended Nine months ended
September 30, September 30,
------------- -------------
2008 2009 2008 2009
---- ---- ---- ----

Total revenue $186,855 $195,081 $578,505 $558,591
Cost of goods sold 154,736 157,412 479,206 447,323
------- ------- ------- -------

Gross profit 32,119 37,669 99,299 111,268
Less: Sales and marketing expense 11,934 12,187 41,197 36,849
------ ------ ------ ------

Contribution $20,185 $25,482 $58,102 $74,419
------- ------- ------- -------

Contribution margin 10.8% 13.1% 10.0% 13.3%

Sales and marketing expenses -- Sales and marketing expenses totaled $12.2
million and $11.9 million for the three month periods ended September 30, 2009
and 2008, respectively, representing 6.2% and 6.4% of total net revenue for
those respective periods. Comparing the third quarter of 2009 with the same
quarter of 2008, sales and marketing expenses increased 2%. For the nine month
periods ended September 30, 2009 and 2008, sales and marketing expenses
decreased 11% to $36.8 million in 2009 from $41.2 million in 2008,
representing 6.6% and 7.1% of total revenue for those respective periods. The
decrease in sales and marketing costs was primarily due to more efficient
marketing spending in 2009.

Technology expenses -- Technology expenses totaled $12.4 million and $14.1
million for the third quarters of 2009 and 2008, representing 6.4% and 7.6% of
revenue for the third quarters of 2009 and 2008, respectively. Comparing the
third quarter of 2009 to the third quarter of 2008, technology expenses
decreased 12% primarily due to decreased depreciation expense for technology
equipment and software development of approximately $2.7 million, which was
partially offset by an increase in compensation of approximately $1.5 million
related to an increase in technology staff.

For the nine month periods ended September 30, 2009 and 2008, technology
expenses totaled $38.9 million and $43.9 million, respectively, representing
7.0% and 7.6% of total revenue for those respective periods, a decrease of
12%. The decrease is primarily due to a $10.3 million decrease in expenses
related to depreciation of technology equipment and software development and
the expiration of an operating lease in Q2 of 2008 which was not renewed,
which was partially offset by an increase in compensation of approximately
$5.0 million related to an increase in technology staff.

General and administrative ("G&A") expenses -- G&A expenses totaled $13.2
million and $10.3 million for the three months ended September 30, 2009 and
2008, respectively, 6.8% and 5.5% of total revenue for those respective
periods. The $2.9 million increase in G&A expenses for the three month period
ended September 30, 2009 compared to the same period in 2008 is primarily
attributable to an increase in compensation expense of approximately $1.9
million related to an increase in general and administrative staff, and an
increase in legal expense of approximately $1.6 million; which was partially
offset as we recognized a reduction of legal expense of $683,000 from a $2.75
million settlement payment discussed below.

For the nine month periods ended September 30, 2009 and 2008, G&A expenses
totaled $38.8 million and $30.8 million, representing 7.0% and 5.3% of total
revenue for both periods, respectively. The increase of $8.1 million in G&A
expenses, which represents an increase of 26% for the nine month period ended
September 30, 2009 compared to the same period in 2008 is primarily due to an
increase in compensation expense of approximately $5.9 million related to an
increase in general and administrative staff, which includes expense of $1.25
million related to termination of a consulting arrangement with Icent LLC.
Icent LLC's chief executive officer is James V. Joyce, who resigned from his
position as a member of the Board of Directors on April 1, 2009.

The increase in G&A expenses is also related to additional facilities expenses
relating to a new customer service center in the first part of 2009, increased
moving related expenses and an increase of legal expenses of approximately
$2.0 million during the nine month period ended September 30, 2009 compared to
the same period of 2008; we incurred $4.2 million in legal expense for the
nine months ended September 30, 2009 compared to $2.9 million of legal expense
in the same period of 2008, which was partially offset as we recognized a
reduction of legal expense of $1.9 million from a $2.75 million payment that
we received from an insurer in the settlement of a dispute regarding insurance
coverage of a legal matter. The remaining balance of $859,000 is recorded in
accrued liabilities at September 30, 2009 in the accompanying Consolidated
Balance Sheets. Our future recognition of amounts from the remaining balance
is subject to a number of contingencies, including our incurring further
related legal fees.

Restructuring -- During the nine months ended September 30, 2009, we reduced
our accrued restructuring liability by $218,000 as a result of our subleasing
office space in our corporate headquarters earlier than originally
anticipated.

Operating loss -- Operating loss for the three months ended September 30, 2009
was $(154,000) compared to operating loss of $(4.3) million for the three
months ended September 30, 2008, a $4.1 million improvement. For the nine
months ended September 30, 2009 and 2008, operating losses were $(3.1) million
and $(16.6) million, respectively, a $13.5 million improvement.

Other income (expense) -- Other income of $3.0 million for the nine months
ended September 30, 2009, was due primarily to gains from the early
extinguishment of some of our 3.75% Convertible Senior Notes ("Senior Notes").
During the three months ended June 30, 2009, we retired $2.5 million of our
Senior Notes and recorded an $884,000 gain, net of amortization of debt
discount of $29,000. This was in addition to the $4.9 million of Senior Notes
that were retired during the first quarter of 2009 when we recorded a $1.9
million gain, net of amortization of debt discount of $63,000. We did not
retire any of our Senior Notes during the three months ended September 30,
2009.

Net loss -- Net loss for the three months ended September 30, 2009 was
$(787,000), or $(0.03) per common share, compared to a net loss of $(1.6)
million, or $(0.07) per common share for the three months ended September 30,
2008. For the nine months ended September 30, 2009 and 2008, net losses were
$(2.5) million and $(13.7) million, respectively, or $(0.11) and $(0.60) loss
per common share for those periods, respectively.

Adjusted EBITDA -- Adjusted EBITDA (a non-GAAP financial measure) for the
three months ended September 30, 2009 and 2008 was $3.8 million and $2.2
million, respectively. For the twelve months ended September 30, 2009 and
2008, Adjusted EBITDA was $19.7 million and $4.7 million, respectively.

Adjusted EBITDA (a non-GAAP financial measure) (which we reconcile to "Net
loss" in our statement of operations) consists of earnings before interest,
taxes, depreciation, amortization, stock-based compensation, other income
(expense) and discontinued operations. Adjusted EBITDA is 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. Adjusted
EBITDA reflects an additional way of viewing our results that, when viewed
with our GAAP results, provides a more complete understanding of factors and
trends affecting our results. You should review our financial statements and
publicly-filed reports in their entirety and not rely on any single financial
measure.

We believe that discussing Adjusted EBITDA at this stage of our business is
useful to us and to financial statement users, as Adjusted EBITDA is a
reasonable measure of the continuing operations of our business. As we made
significant investments in our infrastructure during 2005 and 2006 through
large capital expenditures, the result was increased depreciation expense in
our income statement. Therefore, in addition to net income or loss, which
includes recurring non-cash expenses such as depreciation, amortization and
stock-based compensation, we use adjusted EBITDA, which excludes all non-cash
expenses, as a measurement of cash generated by the business. We use Adjusted
EBITDA to demonstrate the difference between our GAAP net losses and actual
cash being used or generated by the business. The Adjusted EBITDA measurement
also excludes non-operating income or expenses and discontinued operations, as
we use it to measure only cash generated by the continuing operations of the
business. We also believe that our Adjusted EBITDA measure is consistent with
similar EBITDA measures used by other companies in our industry and measures
used by industry analysts in comparing companies within our industry.

The material limitation associated with the use of Adjusted EBITDA is that it
does not address the potential impact on cash from changes in balance sheet
accounts, or from cash used for investing activities such as capital
expenditures, and therefore does not demonstrate the overall change in cash
position or liquidity of the business as a whole. Management compensates for
these limitations when using this measure by looking at other GAAP and
non-GAAP measures, such as the consolidated statement of cash flows, free cash
flow, and working capital, in conjunction with Adjusted EBITDA, when
evaluating the overall cash picture of the business. We also look at net
income in conjunction with Adjusted EBITDA in evaluating overall company
performance, with the overall goal of attaining GAAP net income/earnings.

Our calculation of Adjusted EBITDA is set forth below (in thousands):

Three months Twelve months
ended ended
September 30, September 30,
------------- -------------
2008 2009 2008 2009
---- ---- ---- ----
Net loss $(1,589) $(787) $(20,142) $(1,483)
Add back amounts for computation of
Adjusted EBITDA:
Depreciation and amortization,
including internal-use software
and website development, and other
amortization 5,580 2,946 24,634 14,816
Stock-based compensation expense
to employees and directors 990 835 4,378 3,339
Stock-based compensation to
consultants for services (134) - 90 88
Stock-based compensation related
to performance share plan - - (600) (1,300)
Issuance of common stock from
treasury for 401(k) matching
contribution - 185 (415) 185
Interest income (664) (11) (398) (616)
Interest expense 847 941 - 3,376
Other (income) expense, net (2,849) (297) (2,849) 1,310
------ ---- ------ -----
Adjusted EBITDA $2,181 $3,812 $4,698 $19,715
====== ====== ====== =======

Free cash flow (a non-GAAP financial measure) -- Free cash flow for the three
months ended September 30, 2009 and 2008 totaled $9.5 million and $(9.1)
million, respectively. For the twelve months ended September 30, 2009 and
2008, Free cash flow was $13.3 million and $(805,000).

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 provided by (used in)
operating activities," is cash flow from operations reduced by "Expenditures
for fixed assets, including internal-use software and website development."
Although we believe that cash flow 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, 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. 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):

Three months Twelve months
ended ended
September 30, September 30,
------------- -------------
2008 2009 2008 2009
---- ---- ---- ----
Net cash provided by (used in)
operating activities $(275) $11,980 $14,864 $22,693
Expenditures for fixed assets,
including internal-use software
and website development (8,809) (2,486) (15,669) (9,441)
------ ------ ------- ------
Free cash flow $(9,084) $9,494 $(805) $13,252
======= ====== ===== =======

Cash and working capital -- At September 30, 2009, Overstock.com had Cash and
cash equivalents of $79.1 million. Working capital was $34.1 million and
$39.7 million at September 30, 2009, and December 31, 2008, respectively. The
decrease in our working capital is primarily related to the retirement of our
Senior Notes during the first six months of 2009.

About Overstock.com
Overstock.com, Inc. is an online retailer offering brand-name merchandise at
discount prices. The company offers its customers an opportunity to shop for
bargains conveniently, while offering its suppliers an alternative inventory
distribution channel. Overstock.com, 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. Overstock.com 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. Any other
trademarks are the property of their respective owners.

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 all
statements other than statements of historical fact, including statements
regarding our ability to provide deals to our customers, our future
cooperation with the SEC and resolving the SEC staff's concerns in the normal
course. Our Form 10-K/A for the year ended December 31, 2008, our subsequent
quarterly reports on Form 10-Q, or any amendments thereto, and our other
subsequent filings with the Securities and Exchange Commission identify
important factors that could cause our actual results to differ materially
from those contained in our projections, estimates or forward-looking
statements.

Overstock.com, Inc.
Consolidated Statements of Operations (unaudited)
(in thousands, except per share amounts)

Three months ended Nine months ended
September 30, September 30,
-------------- --------------
2008 2009 2008 2009
---- ---- ---- ----

Revenue, net
Direct $34,176 $32,369 $125,771 $96,216
Fulfillment partner 152,679 162,712 452,734 462,375
------- ------- ------- -------

Total net revenue 186,855 195,081 578,505 558,591
------- ------- ------- -------

Cost of goods sold
Direct 30,633 28,453 110,307 82,657
Fulfillment partner 124,103 128,959 368,899 364,666
------- ------- ------- -------

Total cost of goods sold 154,736 157,412 479,206 447,323
------- ------- ------- -------

Gross profit 32,119 37,669 99,299 111,268
------ ------ ------ -------

Operating expenses:
Sales and marketing 11,934 12,187 41,197 36,849
Technology 14,119 12,445 43,946 38,883
General and administrative 10,321 13,191 30,751 38,849
Restructuring - - - (218)
--- --- --- ----

Total operating expenses 36,374 37,823 115,894 114,363
------ ------ ------- -------

Operating loss (4,255) (154) (16,595) (3,095)

Interest income 664 11 2,708 161
Interest expense (847) (941) (2,636) (2,550)
Other income, net 2,849 297 2,851 2,987
----- --- ----- -----

Net loss $(1,589) $(787) $(13,672) $(2,497)
------- ----- -------- -------

Net loss per common share -
basic and diluted $(0.07) $(0.03) $(0.60) $(0.11)

Weighted average common
shares outstanding - basic
and diluted 22,768 22,824 22,954 22,815

Other data:
Gross bookings (in 000s) $204,656 $212,793 $630,561 $609,213
Auction gross merchandise
volume (in 000s) $2,530 $2,351 $7,105 $10,782
Average customer acquisition
cost (shopping) $21.82 $18.21 $24.83 $20.09

Overstock.com, Inc.
Consolidated Balance Sheets
(in thousands)

December 31, September 30,
2008 2009
---- ----
Assets (unaudited)
Current assets:
Cash and cash equivalents $100,577 $79,111
Marketable securities 8,989 -
----- ---

Cash, cash equivalents and marketable
securities 109,566 79,111
Accounts receivable, net 6,985 8,589
Notes receivable 1,250 -
Inventories, net 17,723 17,532
Prepaid inventory, net 761 3,616
Prepaid expense 9,694 10,192
----- ------

Total current assets 145,979 119,040
Fixed assets, net 23,144 20,536
Goodwill 2,784 2,784
Other long-term assets, net 538 2,015
--- -----

Total assets $172,445 $144,375
-------- --------

Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
Accounts payable $62,120 $36,238
Accrued liabilities 25,154 29,034
Deferred revenue 19,026 19,192
Capital lease obligations, current - 491
--- ---

Total current liabilities 106,300 84,955

Other long-term liabilities 2,572 2,226
Capital lease obligations, non-current - 892
Convertible senior notes, net 66,558 59,398
------ ------

Total liabilities 175,430 147,471
------- -------

Redeemable common stock - 705

Stockholders' equity (deficit):
Common stock 2 2
Additional paid-in capital 338,620 340,497
Accumulated deficit (264,985) (267,734)
Treasury stock (76,670) (76,566)
Accumulated other comprehensive income 48 -
--- ---

Total stockholders' deficit (2,985) (3,801)
------ ------

Total liabilities and stockholders' deficit $172,445 $144,375
-------- --------

Overstock.com, Inc.
Consolidated Statements of Cash Flows (unaudited)
(in thousands)

Three months Nine months
ended ended
September 30, September 30,
------------- -------------
2008 2009 2008 2009
---- ---- ---- ----

Cash flows from operating activities:
Net loss $(1,589) $(787) $(13,672) $(2,497)
Adjustments to reconcile net loss
to cash provided by (used in)
operating activities:
Depreciation and amortization,
including internal-use
software and website development 5,580 2,946 17,964 10,113
Realized loss on marketable
securities - - - 39
Loss on settlement of notes
receivable - - - -
Loss on disposition of fixed
assets - - - 184
Stock-based compensation to
employees and directors 990 835 3,242 2,559
Stock-based compensation to
consultants for services (134) - 181 10
Stock-based compensation
relating to performance
share plan - - 300 -
Issuance of common stock from
treasury for 401(k) matching
contribution - 185 19 185
Amortization of debt discount 85 125 257 270
Gain from early extinguishment
of debt (2,849) - (2,849) (2,810)
Restructuring charges - - - (218)
Notes receivable accretion (136) - (408) -
Changes in operating assets and
liabilities
Accounts receivable, net (104) (850) 1,127 (2,604)
Inventories, net (3,445) (5,509) 8,162 191
Prepaid inventory, net (1,904) (1,710) (980) (2,855)
Prepaid expenses (454) 1,668 (3,363) (670)
Other long-term assets, net - 377 - (80)
Accounts payable 3,442 9,187 (35,699) (25,882)
Accrued liabilities 1,109 3,833 (11,524) 3,762
Deferred revenue (533) 1,922 (3,235) 166
Other long-term liabilities (333) (242) (392) -
---- ---- ---- ---

Net cash provided by (used
in) operating activities (275) 11,980 (40,870) (20,137)
---- ------ ------- -------

Cash flows from investing activities:
Purchases of marketable securities (10,186) - (35,548) -
Maturities of marketable
securities 13,298 - 54,637 -
Sales of marketable securities
prior to maturity - - - 8,902
Expenditures for fixed assets,
including internal-use software
and website development (8,809) (2,486) (15,258) (6,009)
Collection of note receivable 250 - 1,506 1,250
--- --- ----- -----

Net cash provided by (used
in) investing activities (5,447) (2,486) 5,337 4,143
------ ------ ----- -----

Cash flows from financing activities:
Payments on capital lease
obligations - (151) (3,796) (579)
Drawdowns on line of credit 1,326 - 7,722 1,612
Paydowns on line of credit (1,326) - (7,722) (1,612)
Payments to retire convertible
senior notes (6,550) - (6,550) (4,563)
Purchase of treasury stock (1,452) - (13,452) (333)
Exercise of stock options 547 3 1,471 3
--- --- ----- ---

Net cash (used in) financing
activities (7,455) (148) (22,327) (5,472)
------ ---- ------- ------

Effect of exchange rate changes
on cash 23 - (9) -

Net increase (decrease) in
cash and cash equivalents (13,154) 9,346 (57,869) (21,466)
Cash and cash equivalents,
beginning of period 56,679 69,765 101,394 100,577
------ ------ ------- -------

Cash and cash equivalents, end
of period $43,525 $79,111 $43,525 $79,111
------- ------- ------- -------

Twelve months
ended September 30,
-------------
2008 2009
---- ----

Cash flows from operating activities:
Net loss $(20,142) $(1,483)
Adjustments to reconcile net loss to cash provided
by (used in) operating activities:
Depreciation and amortization, including
internal-use software and website development 24,634 14,816
Realized loss on marketable securities - 373
Loss on settlement of notes receivable - 3,929
Loss on disposition of fixed assets - 324
Stock-based compensation to employees and directors 4,378 3,339
Stock-based compensation to consultants for services 90 88
Stock-based compensation relating to performance
share plan (600) (1,300)
Issuance of common stock from treasury for 401(k)
matching contribution (415) 185
Amortization of debt discount 343 347
Gain from early extinguishment of debt (2,849) (2,810)
Restructuring charges - (218)
Notes receivable accretion (544) (137)
Changes in operating assets and liabilities
Accounts receivable, net (1,806) 1,038
Inventories, net 6,237 (51)
Prepaid inventory, net 451 302
Prepaid expenses (678) 571
Other long-term assets, net 105 (596)
Accounts payable 2,349 1,579
Accrued liabilities 2,176 3,005
Deferred revenue 1,606 (538)
Other long-term liabilities (471) (70)
---- ---

Net cash provided by (used in) operating
activities 14,864 22,693
------ ------

Cash flows from investing activities:
Purchases of marketable securities (81,601) -
Maturities of marketable securities 71,571 9,905
Sales of marketable securities prior to maturity - 16,642
Expenditures for fixed assets, including internal-use
software and website development (15,669) (9,441)
Collection of note receivable 1,506 1,250
----- -----

Net cash provided by (used in) investing
activities (24,193) 18,356
------- ------

Cash flows from financing activities:
Payments on capital lease obligations (3,801) (579)
Drawdowns on line of credit 8,976 6,853
Paydowns on line of credit (8,976) (6,853)
Payments to retire convertible senior notes (6,550) (4,563)
Purchase of treasury stock (13,452) (333)
Exercise of stock options 2,519 3
----- ---

Net cash (used in) financing activities (21,284) (5,472)
------- ------

Effect of exchange rate changes on cash (7) 9

Net increase (decrease) in cash and cash equivalents (30,620) 35,586
Cash and cash equivalents, beginning of period 74,145 43,525
------ ------

Cash and cash equivalents, end of period $43,525 $79,111
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SOURCE Overstock.com, Inc.

media, Roger Johnson, +1-801-947-4430, rojohnson@overstock.com, or investors,
Kevin Moon, +1-801-947-3282, kmoon@overstock.com, both of Overstock.com, Inc.