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“A share of stock is a slice all the way through the company” - Overstock (OSTK)

December 31, 2011 | About:

Recently, Overstock (NASDAQ:OSTK) traded for less than $8 per share and visited the 52low list. I think the company makes a worthwhile investment proposition and the share price offers an attractive entry point.


The PSR (price-to-sales ratio) of Overstock calculated as Enterprise Value/Net Revenues (x0.13) or Marketcap/ Net Revenues (x0.17) indicate lower ratios than some of the competititors', the industry's or sector's average. The research performed by James p. O' Shaughnessy (What Works on Wall Street) concludes the following about the PSR: "Low PSRs beat the market more than any other value ratio and do so more consistently, in both the 50-stock portfolios and decile returns... ....The decile analysis confirms that of all the value ratios, PSR is the most consistent and best guide for future performance".

Of course, a low PSR ratio is no guarantee that an entry price of $8/share would make an investment in Overstock successful. Nevertheless, as one element in the analysis of the investment opportunity, it delivers a statistically good premise - if one considers the reversion to the mean. I do not venture to map a voyage (forecasts) regarding the future value of the company. One may assume that if the company makes progress and grows even moderately, at a pace not necessarily faster than during the last four years there are good chances for an increase in both: the multiple and the applicable revenues. Based on the current entry price the downside is probably limited whilst upside is more likely.

Before anything else, an entry ticket of $8/share is only valuable for the ones who trust the crew is able and the ship is fit to sail safely and in due course across the ocean, despite headwinds. The thesis that follows presents my perception of the crew, of the ship (Overstock) as well as of some areas which I think constitute value drivers, require management action and, if properly addressed, may create value for Overstock. You owe, for a fact, to make your own judgment before endeavoring to invest.

Top Quality Institutional Sponsorship

Together the Byrne family and two renowned value oriented institutional shareholders own close to 70% of the outstanding shares of Overstock. The Chou funds own approximately 19.5% of the company - lately Francis Chou kept adding to the funds' positions. Fairfax Financial Holdings approximately 14.6% of Overstock. Mr. Samuel A. Mitchel a Board member of Overstock is the Managing Director of Hamblin Watsa Investment Counsel (wholly-owned subsidiary of Fairfax Financial Holdings).

Size and availability of capital would provide the bargaining power to secure acquisition of discounted merchandise and could draw the line between winners and outgoers of the crowded marketplace. Here is where the long-term shareholders of Overstock and the value driven management style of Overstock may make a difference. I look forward to observe how the latest 424B3 will materialize.

Righteous Family/Successful Entrepreneur - controlling shareholders

The Byrne family controls about 34% of the shares. John Byrne (Board member, CEO's father) used to run GEICO and Patrick Byrne (Founder, CEO) used to run Fechheimer Brothers (before Overstock). Warren Buffet himself let the young Patrick Byrne have some advice:

“Look. You buy a share of stock if and only if you would buy it even if the market were shutting down for 10 years tomorrow. Would you still buy that share of stock?” And by running it through that mental filter, you stop thinking of it as this piece of paper that you’re trying to buy at an uptick. And you think of it as a slice of a company. You’re getting a slice all the way through the company. And is that a slice . . . Would you want to own a chunk of that company for the next 10 years? So that goes for both stock investing; but also when you run a company, you run it as if there was no public market. You don’t worry about the public market. You focus on building the real intrinsic value, and that value should get expressed over time.” (Big Think interview here ).

Although he was only thirteen at the time, that advice seems to have taken well with Patrick Byrne who amased a $100 million portfolio as CEO of High Plains, a personal investment fund through which he bought Overstock.com. According to an article by Fortune (By Nicholas Stein, 2000):

"Buffett would go on to develop such an admiration for the younger Byrne that in 1998 he brought him in as temporary CEO of Fechheimer Brothers, a Cincinnati uniform manufacturer owned by Berkshire Hathaway. Fechheimer badly needed rejuvenation, says Mike Fralix, director of (TC)2, a garment industry think tank that consulted for Fechheimer: "The company still did things the same way it had 50 years before." So in a turbulent 18-month tenure, Byrne made sweeping changes in infrastructure and personnel. Still, some felt Byrne was "too quick on the trigger," as a former Fechheimer executive puts it.

Certainly, Byrne's tenure didn't lack for drama: He once challenged union leaders to a fistfight to resolve a labor dispute. No one volunteered, and the union later backed down. Despite that bellicose episode, argues Karla Bourland, who worked with Byrne at Fechheimer and is now Overstock's chief operating officer, Byrne is the greatest motivator she's ever seen. When Byrne announced he was leaving Fechheimer, she recalls, many of the seamstresses cried."

The "great motivator" theme is acknowledged by Patrick Byrne in an interview to Big Think were he says:

"Well I think of my role very much as being like a teacher, like a professor... And stepping back and giving people a lot of room to grow . . . In fact that’s, say, the difference between, in my view, middle management and upper management, is a middle manager is suffocating to his people. He may get a lot done, but he’s suffocating. And sometimes you have to accept a tradeoff that you’re going to be less suffocating and things might not be done as well or as quickly; but more people will learn. And the idea is to build a learning organization..."

Value Oriented Culture

Management Compensation – I encourage you to read the latest Proxy Statement as well as the transcript of the 2011 Stockholders’ Meeting. In the meantime, I present here a few excerpts:

  • After ten years of service without any salary or bonus, Patrick Byrne, agreed to accept a salary of $100,000 for 2011;
  • The other Executive Officers’ salaries stay at the same rates paid in 2010, as follows: Mr. Johnson: $350,000; Mr. Chesnut: $300,000; Ms. Simon: $300,000; and Mr. Peterson: $300,000;
  • the Compensation Committee approved the recommendation of theExecutive Officers that they be paid no bonuses relating to 2010 (according to the transcript of 2011 Shareholders’ Meeting they gave up their bonuses so that the employees could have theirs);
  • The number of restricted stock units granted to Executive Officers were as follow: Dr. Byrne: 15,000; Mr. Johnson: 15,000; Mr. Chesnut: 15,000; Ms. Simon: 15,000; and Mr. Peterson: 15,000;
  • Substantially all employees of the Company are expected to be eligible to participate in any bonuses ultimately paid under the 2011 Bonus Plan. The total bonus pool under the 2011 Bonus Plan is expected to be an amount equal to 20% of post-bonus ‘‘Measurement Amount’’, with 20% of the pool expected to be allocated to the members of the executive team (18 people).

I believe decency is a word that describes well the management compensation at Overstock.

The fact that 80% of the bonus pool is reserved for employees suggest a certain management attitude towards them which in turn might explain the 9th place occupied by Overstock in Glasdoor's Employees' Choice Awards for Best Places to Work.

Candid disclosure - “Dear Owner, I wish to set a gold standard in communicating with candor your firm's results ...”. A concise explanation of the metrics used by management to manage the company follows. All that is written on the CEO Owner’s Guide tab, under the Investor Relations section of Overstock.com website. I liked the fact that all quarterly presentations (starting 2003) are easily available on the web site and that they also present meaningful operational information.

There is always room for better disclosure (see more comments under the section "Value Drivers" down below) but all in all I am satisfied with the candor exhibited by Overstock.

The Naked Short Litigation - White Knight or a King's Man with a posture?

(The King is the Lamb offers the grasp of this title)

In 2005, Overstock sued Gradient/Rocker Partners Lawsuit for libel, unfair business practices and tortuous interference. Gradient settled in 2008 (some media coverage here) and Rocker Partners settled in 2009 when it paid Overstock $5 million.

In 2007, Overstock filed an unfair business practice lawsuit against some prime brokers over the practice of naked short selling. “I didn’t want to fight this fight. ... I'm telling you there is a crack in the financial system. It's filling up with phantom shares until they so warp the market ...” declared Mr. Patrick Byrne, on a conference call (Q1-2006, page 3). An article from Bloomberg Markets (here) explains some elements of the “crack” that made Patrick pick that fight.

The Prime Broker Lawsuit (trial date set in March 2012) with Goldman Sachs and Merrill Lynch/BAC as the remaining defendants (some other prime brokers have settled, see OSTK 10-K, 2010, page 33). This trial, David vs. Goliath type of story, might raise a lot of public interest – and a great deal of goodwill and name recognition for Overstock.com.

I believe there is a strong likelihood that Overstock will prevail somehow on this matter: trial or settlement. If it goes all the way in front of twelve, hopefully, Overstock will harvest a substantial amount. Originally, Overstock has asked for $3.48 billion in damages from the prime brokers.

Information on Overstock's and other comparable "Phantom Shares" legal proceedings is available here. More specific information on Overstock's litigation is presented here.

Other Litigation

The company faces some headwinds from district attorneys in California who filed a suit in 2010 and claim that Overstock made "misleading statements ". The Consumer Affairs.com provides more details. An excerpt is below:

"Overstock made "misleading statements "which accompanied virtually every product listing on its site," according to the suit. By way of example, the complaint points to a patio set that Overstock claimed had a "list price" of $999. The website offered the set for a seemingly rock-bottom $449. But a consumer who bought the set on Overstock found a Wal-Mart sticker listing the sale price as $247 -- a full $200 cheaper than the price at which Overstock offered the set. Mark Griffin, Overstock's vice president and general counsel, said in a statement that "no one is perfect but also that Overstock "[does] deny the allegations and we deny the interpretations." Griffin said that misrepresenting prices would be devastating for a company that has plenty of competition. "The bottom line is that people shop our website in large part because of the prices we offer," he said. "So we have to be as accurate as possible because we know that our customers can easily check the prices that are available elsewhere." As for the patio set, Griffin said it was a misunderstanding between Overstock and its vendor."

This suit is in the discovery stage and Overstock intends "to vigorously defend this action". The latest 10-Q provides more information about the outstanding litigation.

Business Description

A very informative history of the company is available here as well as on the Overstock's own web site.

Overstock is an online retailer offering discount brand name, non-brand name and closeout merchandise, including bed-and-bath goods, home décor, kitchenware, furniture, watches and jewelry, apparel, electronics and computers, sporting goods, and designer accessories, among other products. The web site operates five tabs: Shopping, Travel (a partnership with Priceline), Cars, Insurance, Insurance, B2B ( www.overstock.com, www.o.co and O.biz). Under the Shopping tab/Worldstock the buyer can procure merchandise from craftsmen in many world's countries. For the time being about 99% of the revenue is generated in the USA but the company could deliver many products to a great deal of international destinations. The company differentiates between:

  • the "Direct business - sales from the company's 1.04 million sqf warehouse in Salt Lake City;

  • the "Fulfillment partner" business - the sale of merchandise of other retailers, cataloguers or manufacturers (“fulfillment partners”) through the company's websites. But third-party fulfillment partners perform essentially the same fulfillment operations as Overstock's warehouses, such as order picking and shipping; however, the company handles returns and customer service related to substantially all orders placed through its Websites. Revenue generated from sales on the Shopping site from both the direct and fulfillment partner businesses is recorded net of returns, coupons and other discounts.

The 10-K's description of the company's business evolved as follows:

2002 - 2007Our Websites offer our customers an opportunity to shop for bargains conveniently, while offering our suppliers an alternative inventory liquidation distribution channel.
2008 onwardsOur Website offers our customers an opportunity to shop for bargains conveniently, while offering our suppliers an alternative inventory liquidation or sales channel.

It rings that in addition of being an inventory liquidation middleman Overstock became a sales agent, too, expanding its universe. The press release, regarding the partnership with Barnes and Nobles, confirms, I think, the "sales agent" dimension added to the business. Whilst the "overstock" concept might resemble a never ending series of "cigar butts" the o.co might be viewed as the foundation of a building whose construction started in 2008.

Via Club O, Overstock offers membership benefits. Various other programs are employed to increase attractiveness of Overstock to customers. I found their latest idea of unloading returned goods through an auction open to the public very good. It may even become a tradition and a brand strengthening tool - the word of mouth must have been something and x cents per dollar plus that publicity must be better than x cents less publicity (if returned merchandise would have been sold directly to liquidators instead of public auction). ("Dec. 15, 2011, in Salt Lake City. Over 600 people registered to bid on pallets of returned items during the company's first auction of this kind", an interesting article here).

The entire on-line retailing industry faces headwinds due to the local states tax issue whose resolution is not predictable. In no instance, I believe, this tax will destroy the industry or Overstock but it might make days cloudier for many of the weaker players - which in the end may benefit the stronger ones.

The company tried various models such as operating various website tabs, operating more US warehouses and local presence in Mexico. One of its promotion initiatives was penalized by Google in 2011 so it was given up (but that might have costed 5% in lost revenue). In the past its systems failed to invoice properly some of the costs which should have been born by Overstocks' fulfillment partners so the company chose, in the end, to bear most of them itself.

The balance sheet is tightly managed. The convertible debt ($120 million issued in 2004) has been retired fully (there were two capital raises amounting to $64.4 million in 2006). For Q3-2011 accounts receivable are 4% of net sales, inventories 8% and prepaids 7%. Current liabilities (excluding debt) are perpetually larger than current assets (excluding cash):


Source: Morningstar and Sep-11, 10-Q

This negative working capital makes an interesting perpetual for Overstock, almost like an insurance float, which provides a nice cushion to finance inventory, etc. As of September 30, 2011 the company has federal net operating loss carry forwards of approximately $190.5 million and state net operating loss carry forwards of approximately $174.3 million, which may be used to offset future taxable income.

Moving to the P&L brings some discontentment. Sales in 2011 are somewhat lower than in 2010 - the beginning of year O.co abrupt replacement of overstock.com and the Google penalty concurred to this negative performance. Earnings are no better yet in putting smiles on the management's face. But as one may note the Sales and Marketing expenses are well in excess of the Operating loss which is refreshing (they consist primarily of online and offline advertising, public relations and promotional expenditures, as well as payroll and related expenses for personnel engaged in marketing and selling activities).

What makes me more optimistic is the evolution of the operating margin and the stabilization of SG&A as a percentage of revenues:


The company generates positive cash from operations with the seasonally high fourth quarter making up for the ones that precede it. As visible in the Sep-2011 cash flow statement the company has a positive net income line for the twelve months ending Sep. 30, 2010 (an encouraging sign for the future). On average, depreciation expense during the last three years was approximately $16 million/year, whilst capital expenditures were $15 million/year (again three years average).

The company served more than 25.7 million customers, processes between 8,000 - 25,000 orders per day (2010, 10-K), offers about 960,000 SKU's and works with approximately 1,900 suppliers. The chart below informs on the evolution of the SKU's managed by the company.


The table below presents a bundle of meaningful indicators:


Source: quarterly presentations

I strongly suggest to read the presentations posted on the company's website for more insight. In the table above you may note some operational improvements.

The Web Estate

According to Internet Retailer's Top 500, Overstock is no 27 in the list of Top 500 business-to-consumers retailers in the US and Canada, based on on-line sales.

Google's Doubleclick Ad Planner Top 1000 sites (as of July 2011) estimates Overstock to hold position 431 globally, among all websites:

  • 10 million unique visitors;
  • a global reach of 0.6%;
  • 250 million page views.
I determined (the chart below) that Overstock sits on a global 32 position in a list that includes: Mass Merchants & Department Stores, Auctions, Shopping Portals and Engines, Apparel, Clothing Accessories, Beauty & Fitness, Bed & Bath, Office Supplies, Footwer, Fashion & Style, Book Retailers, e-books and Crafts that were ranked by Top 1000 sites.


I believe that being no 32 on this list makes a very good platform for sustainable growth.

Another encouraging sign is that in term of 2010 sales growth Overstock outpaced 39 of the top 55 retailers ranked by Internet Retailer's Top 500.



According to Alexa, on Dec 18, 2011, Overstock's global rank is 558 and its US rank is 99 (among all sites in Alexa's universe).


Source: http://www.alexa.com/siteinfo/overstock.com

The fall in the first part of 2011 coincides with the rather sudden replacement of www.overstock.com for www.o.co, a mistake acknowledged and repaired by management as the graph's subsequent evolution points out.

I also note that www.buy.com (owned by Rakuten) has the benefit of a dedicated long term shareholder, grows and competes for Overstock's customer and probably supplier pool.


Overstock's management keeps comparing their company's performance to Amazon which suggests ambitions are pointed in the right direction (a few years ago they compared revenues, lately the contribution margin seems more dear as an yardstick, as well as the customer service scores).

Customer Service

The fact that every management presentation and 10-K address this aspect of the business shows that management is aware of its utmost importance. Overstock provided a more detailed view on its customer service metrics in 10-K 2008:

"Our team of customer service representatives assists customers by telephone, instant online chat and e-mail. Our customer service staff answers approximately 98% of phone calls within 60 seconds, and responds to approximately 93% of e-mail messages within one business day. For our consumer business, we include a return shipment label in our customer's shipment to facilitate product returns and, subject to certain conditions, we allow customers to return most purchased merchandise for a refund. In addition, we continually update and monitor our Website to enhance the shopping experience for our customers."

I raised a point with the Overstock's customer service they answered back to me by e-mail in less than 24 hours (10-K claims that 93% of e-mail inquires are answered within 24 hours) and the matter I pointed out to them was resolved. The company measures the so called Net Promoter score.


Sources: Company's 10-Q, Sep-2011 and NetPromoter.com (for definition of NPS)

Indeed, Overscore ranks better than the on-line shopping industry average which stands at 47% (see below). A score of 59% is good even by comparison with Google (53%) but lags behind Amazon which is a better performer (70%).

If one checks on NetPromoter.com the Industry Average NPS are made available upon registration:


Source: NetPromoter.com, More information on Net Promoter Score, rankings and other is available here (you need to register for some interesting downloads).


Although Overstock did not become larger than Amazon (once Patrick Byrne stated this objective) it continued to grow and establish itself as a visible player in its industry - 27th according to Internet Retailer.

Will it do better? I feel encouraged to believe that the strengths of Overstock:

  • a credo: " Bargains "
  • strong leadership and concept of leadership (learning organization)
  • value driven management and controlling shareholders
  • expertise and creativity
  • established critical mass (web estate, customer & supplier base, technology)
  • perpetually negative working capital
  • value drivers with room for employment

... offer a germane platform for sustainable growth.

Not an easy task with all that competition, but Walmart & Amazon started the same way: credo, solid foundation then great building. I think that on the way they had to overcome as many difficulties as the ones which confront Overstock today.

As my analysis points out under the "Value Drivers" section, many of the areas which could be improved are controllable by Overstock. The lag between the company and its top competitors, as measured by the charts in the previous section, suggests a measure of the growth opportunities available to Overstock if it plays its cards well.


During my private equity years we searched for good companies with improvement prone areas - the very places where most of the "juice" is concocted. If Improvement is possible results a source of value adding... "value drivers with room for employment"... so to speak. The mechanics and the driver can achieve wonders by working the engine, the shape of the car and the pit stops...


Could the O.co rather abrupt re-branding decision be an example of "Groupthink"?

I had the opportunity to note "Groupthink" at some of the companies I used to work with. Usually, there was either a Founder or a strong CEO who possessed sharp business acumen and inspired respect and trust to co-workers. The general rule is that such individuals make the best choices. Can anyone assertively, rightly and consistently challenge their thinking? Does it make sense to do so?

Patrick is the Founder/CEO, possesses a sharp business acumen and I would bet he inspires respect and trust to co-workers. He seems himself as a teacher who tries to build a learning organisation (which is an awesome goal). Despite the goodwill, there are favorable premises for the "groupthink" to occur (who of the students challenges successively the teacher?).


The book Groupthink: Psychological Studies of Policy Decisions and Fiascoesir?t=wwwqubitro-20&l=am2&o=1&a=039531704 makes a very interesting reading for any manager. An edifying summary as well as a downloadable presentation of the concept are available here. A short paper written by Michael Mauboussin on investment committees (full paper here) notes that Janis observed three broad symptoms of groupthink:

  • overestimation of the group, including its power and morality;
  • close mindedness - groups ignore or dismiss information that might sway the collective opinion;
  • pressure to conform - members employ self-censorship or pressure nonconforming individuals to adopt the group’s view.
My own observations are that for co-workers it is very difficult to consistently pose a challenge to people in a seniority position, whom they trust and who usually are right in their decisions. The group's consensus may often be the leader's opinion due to the fact, among others, that in time, co-workers, the inner group, tend to rely on the leader's thinking. Abandoning an opinion that challenges the leader or the group is often accompanied by a relief/relinquishment of responsibility - a mistake generated by the leader's prevailing opinion is not your mistake but the leader's (or the group's). Courage to express an opinion can become consistent assertiveness only if the "Contrarian" finds in his/her inner self the serenity to assume a different stance than the leader (or the group). That serenity could be provided by experience, knowledge and independence.

Some quotes from Mauboussin's paper beam a better light on the matter:

"A number of years ago, I was on a committee that was voting on whether to bring a person into the organization. After hearing the balance of the evidence on the candidate, I was in favor of bringing him in. The committee chair then started going around the conference table, asking for a verbal “yea” or “nay” on whether we approved of the candidate. It so happened that the man sitting next to me was a physicist who had won the Nobel Prize and is probably the smartest person I have ever met. He was to vote right before me, and offered a nay when the chair called on him. So here I was, set to say yea, but faced with the world’s smartest man saying nay only seconds before. Feeling seriously conflicted, I said nay and slumped in my chair. Diversity is one of the key ingredients in group decision making. But by going around the room as he did, the chair invited social conformity and reduced independence. To get the best possible results from the committee, the chair must ask for independent votes. Submitting and tallying ballots is a quick and easy way to do this. Even if the chair skillfully surfaces the group’s knowledge, a faulty aggregation process will undermine the effort. The chair should not ask for opinions sequentially, and should not reveal his preference until after the process is over, if at all."

...To extract information, a committee leader must first suppress his own view. He must then ask other committee members to offer their point of view. And he also must make sure to watch the group members. For example, introverts often don’t speak unless asked to, while extroverts frequently think aloud, taking up air time. Neither is right or wrong, but both represent management challenges for the committee chair. Finally, the leader should determine the best way to decide. Votes should be independent, to avoid the temptation of social conformity. Generally, establishing a majority is sufficient to ensure a good decision.

... Studies by Chip Heath and Rich Gonzalez, psychologists who study decision making, add an additional twist: even though interaction is relatively ineffective for information collection, it does produce “robust and consistent increases in people’s confidence in their decisions.” As relevant, the psychologists found that the boost in confidence wasn’t because the individuals had better information, but rather because of the social environment. The group creates a positive illusion that fuels individual confidence, even if that confidence is unwarranted.

A final pitfall is too much reliance on outside advice, especially when advisors have incentive based bias. For example, some pension consultants are also registered investment advisors, which present a possible conflict of interest. A recent study by the U.S. Government Accountability Office found “lower annual rates of return for those ongoing plans associated with consultants that failed to disclose significant conflicts of interest.” Committees that rely extensively on outside advice must take the time to carefully and thoroughly assess the incentives and potential conflicts of their advisors."


If there is or not a case of "Groupthink" at Overstock it is for the company's management to decide. I do not know. But what makes it a difficult one is the fact that most often, entrepreneurs, great leaders (or great investors) take the opposite side of the prevailing wisdom. So maybe "Groupthink" inspired by a person with solid business acumen is the right think to do in more than 51% of the cases.

Maybe that ratio would increase if the leader/management team makes a habit from obtaining assertively expressed opinions - maybe not only by the co-workers but by board members, unbiased outsiders, etc., before important decisions are made.

International Expansion

I try to imagine some nitty-gritty questions, that management can run via cost/benefit judgments and an effort to look at the competition's already existing offer, whose answer may facilitate international growth. A first would be: What needs of the international customers can we address? A possible answer (beyond strategic investment objects such as local presence, local suppliers, etc) is that the successful expansion on the international markets will depend a lot on:

  • the shipping options/costs;
  • meaningfulness of information offered to international Customers.

What are the international shipping options?

Since I am based in Romania I had a look at the options offered by Overstock to have a book delivered over here. There was only one option: 5-9 business days delivery, $31 for shipping plus 3.66 duty and taxes. Amazon was providing three options:

  • $ 7.98 (18-32 business days);
  • $12.48 (8-16 business days)
  • $30.48 + $4.02 import fee deposit (2-4 business days).
Barnes and Nobles was also providing three options.

I have not yet checked other countries in which Overstock might have more (potential) customers than in Romania. Maybe (I hope) Overstock offers three options, too, to Brasil, UK, France, Germany, China, etc. so the customers have choices. Most often (I guess) urgency might not be the priority but price.

It was nice to note that for clothing there is an "International Clothing Sizing Guide".

What about other areas:

US standard measurements - a hurdle for the international customer?

An example: the buying guide for each product is very useful except that I was not able to find information on "Standard US plumbing connections". Would US standard connection fit in Romania, India, Brasil? The company may best evaluate if such explanations or technical specifications shall be provided on the product page for the suitable products.

US Dimensions only - Inches?

An example: The Red Shou Two Drawer Cabinet - nice piece of furniture. Dimensions: 28 inches high x 24.25 inches wide x 13.75 inches deep. It would be much easier for Overstock to add a line in for centimeters than for the potential international customer to perform that transformation. China and Japan use metric system, too. How many other countries?

Tables of Content for Books

How important are them? Bread and butter. I will argue that they are a must (international and domestic customers alike) for sites dealing in professional books (business, engineering, manuals, etc).


I like a lot the Overstock web shelf. Neat and nice. Clear. Buying Guides. Customer ratings. Very good pictures. The "Hello..." message in the search bar. Beautiful.

What else I would like to see?

The dynamic Zoom In feature offered by Amazon which is nice and allows more control for the customer. Take a look at these links 1, 2. Makes a difference does it not? Probably it will become widespread on shopping sites.

And what else I like a lot at Amazon is the "Look Inside" feature provided for the books - extremely useful. Barnes and Noble provided the same for a few books which I tested (I could not find, at all, those business books on O.co).

Products' Tables of Contents are a must for sites dealing in professional books (business, manuals, engineering, etc) - this is why I almost always must visit Amazon's web site when investigating the purchase of a book.

The Affiliate acquisition policy

"The best time to plant a tree was 20 years ago. The next best time is now", Chinese saying

My web site (DavyJones.ro) is by all means a start up. Nevertheless, I was able to become an affiliate of Amazon, Barnes & Nobles and Buy.com as soon as I applied for it (same day approval). I thought that the Overstock search box could have been a nice addition to the OSTK idea page but my application to become an affiliate of Overstock.com is still pending approval at the date of this writing.

Will Overstock approve my application? Ever, sooner, later - why then and not now? Now that I scratched the wall let me try some mending: maybe Overstock is very cautious after Google has penalized them early this year. Or maybe is just a policy that needs consideration (why not have as many affiliates as possible?)...

Is Overstock itself pursuing to become a fully fledged Affiliate where appropriate and possible? The latest partnership with Barnes and Nobles looks like a step in this direction (the next step could be to have the ability to provide access to the entire BN library).

Customer Sevice

Let us look again at the NPS evolution for Overstok. Is it not impressive?


Source: quarterly presentations of Overstock

"In each of the last five years Overstock ranked in the top five companies in customer service rankings among all U.S. retailers, according to rankings published in the NRF Foundation/American Express Customer Service Survey." Quote from Overstock's 10-K-2010.

  • NPS is better than US average;
  • The NRF foundation is giving Overstock high marks - they are well regarded and even quoted by management.

Still, Amazon achieves a Net Promoter Score of 70. The leaders in customer service according to Foresee holiday report are presented in the table (please note that the scores presented in the table are not NPS but a score created by Foresee.com. Check their website for more information on methodology and more).


How do they do it? Does the business model that involves managing the fulfillment partners add an additional layer of complexity?

Based on my interaction with the customer service personnel of Overstock I think they have the right attitude and are trying to please the customer. Where lay the opportunities to raise the score then?

  • fulfillment partners?
  • the Salt Like City Warehouse?
  • product descriptions?
  • technology's handling of orders and information?
  • return policy? the way it is explained for each product?
  • effective customer guidance information available to customer service personnel?

No doubt the internal statistics will help. We know publicly the company measures time to answer the phone, e-mails, happy and unhappy customers, etc. Probably there is much more information which could provide some answers and lead Overstock's satisfaction scores closer to the leaders.

Customer service is a key value driver and I think Overstock strives to become a leader in this area.

Foresee.com produces and makes available (free of charge) some very interesting customer satisfaction reports. In the 2011 spring edition Overstock scored 78 points (up 1 point from 2010). This score puts the company on position 52 in a list of 100 surveyed retailers. The lowest score was 70 (RueLaLa) and the highest was 86 (Amazon). In 2010 and 2011, nearly one-third of all measured sites score 80 or higher (!).

Overstock scored 78 in the spring (lower than 1/3 of all measured sites) and then 72 during the holiday season (down from a score of 76 in 2010). Just to put things in some prospective Amazon, which is no 1, scored above 82 points since 2005 while the average for the top 40 retailers is 79. As such Overstock's score is slightly lower than average.

The Foresee holiday report which performed an analysis of customer satisfaction during prime holiday shopping time between Thanksgiving and Christmas 2011 shows that Overstock fared 72 in 2011, a score which made it the bottom performer of the survey's 40 online retailers during holidays in 2011:


Source: Foresee.com

According to Foresee Overstock always scores much lower during the holiday season than it does in the spring, suggesting that Overstock may not be meeting the needs of first-time visitors and seasonal shoppers. Still, this year, Overstock was 4 points even below the company's performance in 2010 which shall raise some eyebrows with the company's management. Remember that Overstock was no 52 out of 100, scored 78 (+1 as versus the previous year) which compares to Amazon's 86 in the spring report? Then Overstock scored 72 during holidays (versus 76 a year before) which compares to Amazon's 88?

The fact that there is room for improvement is a source of value adding.

Some erratic numbers

I liked the fact that all quarterly presentations (starting 2003) are easily available on the web site. They also present meaningful operational information. There is a point I did not like though - some of the data (which should be the same) changes from period to period. Look at the table below:


.. for the same indicators I collected a version 1 and then a version 2 - both supplied by the presentations published on Overstock's site. Version 2 is represented by numbers collected from the later presentations and it does differ a bit from version 1. I wonder if the management could use notes to inform the investors that some of the data might be subject to change. Probably there are various adjustments determined by revenue collection, returns and things like that.


With that I conclude my article and I hope Overstock will provide a safe voyage for those on-board or embarking. I am an investor in Overstock and I may buy more or sell the shares without further notice.

Rating: 3.0/5 (41 votes)


Marcusl - 5 years ago    Report SPAM

Great and thorough analysis, Francis Chou and Prem Watsa are thinking the exact same thing! With only a small number of float shares free to trade (after 70% insider/institutional ownership), short sellers are obviously the ones creating the wild downward pressure. Going into the first half of 2012 without Google's restrictions, and with a modestly growing U.S. economy, chances are very good OSTK will perform better than last year, and a short-squeeze will follow. Good job connecting the numbers, and thinking independently on your investment!
AlbertaSunwapta - 5 years ago    Report SPAM
I wish them luck. I couldn't get over the unusual level of negative attention Overstock received from a couple media sites. Far beyond what other companies receive. Byrne may not be paranoid. Also, I have some miniscle exposure via holdings so it would be nice to get a return.

This is worth noting... Helps explain the low price.


Gusto.duel - 5 years ago    Report SPAM

There is a fellow who promotes a smear campaign on Overstock at Seeking Alpha. He is an old, declared enemy of Patrick Byrne. I wanted to post a comment in which I asked them to disclose the enmity - that would have been an appropriate disclosure to make, by him, as an author, maybe by Seeking Alpha as an editor..

Well, my comment was never posted... So...

Gusto.duel - 5 years ago    Report SPAM

There is a fellow who promotes a smear campaign on Overstock at Seeking Alpha. He is an old, declared enemy of Patrick Byrne. I wanted to post a comment in which I asked them to disclose the enmity - that would have been an appropriate disclosure to make, by him, as an author, maybe by Seeking Alpha as the publisher...

Well, my comment was never posted... So...

Gusto.duel - 5 years ago    Report SPAM
But maybe that was an accident. I tried again today and it was posted.
Batbeer2 premium member - 5 years ago
Thanks Gusto Duel for an article worth reading. OSTK is interesting.

The title implies stock represents part ownership of the company. If that's the case, I would like to know:

As an outright owner of this business, what would (could ?) I be earning ?

Gusto.duel - 5 years ago    Report SPAM
Thank you for your question Batbeer2. I am glad you liked my writing. Your article on Michelin is an excellent analysis of the company/industry/competition and I liked it very much, too.

Let me say what I think I earn by being a shareholder in Overstock:

Metaphorically: A cheap ticket on a ship, sailed by a crew I trust, that I see fit to cross the ocean despite headwinds. If you allow me to continue the metaphor: When you embark on a ship you do not see the other coast, what makes you embark is the trust they will get you there. There is a time element involved but the other shore is actually the sound of clinking earnings.

Now the questions I asked myself were:

Do they have the right ship?

I thought they do - web estate, technology, expertise, trade relationships (suppliers, customers)

Balance sheet - cleanly managed.

Cash Flow - despite little or no earnings they paid back 120 million of Convertible notes issued in 2004 (there were also two equity offerings in 2006, $ 64.4 million), and they have more cash than debt on the balance sheet as of Sep 2011. Working capital is negative. The average capex for the last 3 years was approximately $15 million per year compared with average depreciation for the same period of approximately $16.7 million per year.

Growth - they try quite a few routes in terms of both business lines and international expansion. In the meantime the base business kept growing and size brings advantages.

Do they have the right crew?

In terms of attitude towards shareholders, employees I would answer - no doubt.

The managerial philosophy? " a learning organization" - I take my hat off.

Are there unemployed value drivers? If you look at the customer service scores that is a clear answer. They address it but it takes time. The other ones I mentioned in the article - might not bring riches, but if I could identify a few improvable areas then probably the management can do much better. Only that, immersed in daily activities, people might, from time time, forget to look at it from the outside. I think they will not hesitate to look from the outside (for what is worth I can tell you they had a look at my site (www.qubit.ro) - which contains this article - according to Google Analytics it was visited from Utah).

I venture to claim that I understood their O.co mistake. They tried to match the name with the evolution of the company from simply inventory liquidation channel to inventory liquidation and sales channel. They got a strong message back. I think they work with that message as well as with other messages: Google penalty, customer service scores, etc.

Do they have any edge?

The controlling shareholders of the company are such an asset I would argue.

The fact that the company is managed as a private company with a long term view.

Business acumen of Patrick Byrne.

The credo - bargains, I think they really mean it, and in the long run they may become a household name - like Amazon, Walmart, etc. Probably this is why they put all that money in marketing while the bottom line is still red.


First, as you rightly point out - where are the earnings?

Again, let me address this metaphorically ... Once upon a time ...

(just joking, this time I will try a non-metaphorical answer)

... I draw some comfort from the fact that Sales & Marketing expenses are well in excess of the operating loss. That is good (strategically), and, they even eked out some profits in 2009, 2010. So I hope the earnings will start to clink some day - until then they have the backing of those top quality shareholders .

Competition - Well I think my article could have delved more on this topic. What I saw was that Overstock sees a distance to the top players but also at quite some distance to the followers (buy.com, rue-la-la, smart-bargains, etc) (check this www.internetretailer.com/top500/list). For instance Buy.com which has Rakutenn as shareholder grew only 7.5% in revenues. Overstock achieved 24.3% revenue growth (2010) which was better than many above or beneath them.

With size and capital (latest 424B3) they may pick up some more cherries and reclaim growth even in 2012 on both revenues and earnings.

Wild cards

The naked short litigation - may benefit the company twice - publicity (it helps that judge Rakoff made his point, too) and money.

A lot of "steals" (in terms of overstock) left behind by the retail season ...


Gusto.duel - 5 years ago    Report SPAM
Ups! They, at Seeking Alpha, deleted the comments I posted on some of the OSTK articles. I commented that the author should disclose his personal agenda towards Overstock/Byrne so the readers are duly informed. The comments contained two links which provided some background on that author's agenda:

... The Register article

... Marketrap article

Gusto.duel - 5 years ago    Report SPAM
Jan. 3, 2012

"Overstock.com Inc. (NASDAQ: OSTK), today announced that it has selected the Priceline Partner Network, which is a business unit of priceline.com (Nasdaq: PCLN), to power Overstock's new travel website, called O.co Travel." Full text here

I think the news shows that Overstock is willing to "outsource" its web estate and trade relations to partners such as Priceline (and Barnes and Nobles before it) which confirms the positive evolution of their business model.
Gusto.duel - 5 years ago    Report SPAM
Overstock.com announced on Jan 3, 2012 it would cut 3 percent of its total workforce. Link
Wlameyer - 5 years ago    Report SPAM

Unfortunately this company makes no money and tried to "make up for that in volume" but can't. The business doesn't have a decent moat and despite Byrne's stronger personal traits (honesty, a great dad, toughness - he overcame a few bouts w/ cancer) he can't overcome the crappy economics of the business. There is just too much capex required which overwhelms the slim margins...we've had enough time to see this one work or not. His preference to fight all the time doesn't exactly do the business and its shareholders much good. He'll claim he was right about "everything" all along and his loyal followers believe him, just as a medium's targets claim their seer has special powers. Overstock is the sow which eats its young, if you are a shareholder.
Gusto.duel - 5 years ago    Report SPAM
Dear Wlameyer,

Thank you for your comment. I must say that some of your concerns were in most part my concerns, too. I was able to overcome them due to the following:


In 2006 the company operated three warehouses and fulfillment partner revenues made 61.4% of net sales of $780 million. In 2010 fulfillment partners make ~81% of sales (two warehouse in Salt Lake City) I think business model that relies on fulfilment partners simplifies a lot the logistics and capex needs of Overstock

Year................Net Sales........."Fulfillment partners as % of Net Sales"





2009...............876.7 ..........................83%


Most likely no new warehouse capex will occur due to reliance on fulfillment partners handled deliveries. Technology capex will have to continue but you may note below that average capex for the last 5y ($16.3 million) is lower than average depreciation for the same period ($21 million).








AVG..... ...........21.0................-16.3

Helpful for the operating cashflow are the federal net operating loss carry forwards of approximately $190.5 million and state net operating loss carry forwards of approximately $174.3 million, which may be used to offset future taxable income

Slim Margins

A heavy discounter lives out of slim margin and high volume. You rightfully noted the slim part of the equation.

I gathered some comfort from the fact that the sales and marketing costs are well in excess of the net loss

in three out of the last four loss making years. In 2009, 2010 the company was profitable, even if some of that profit was other income ($3.2 million and $2.1 million, respectively).

Year..........Sales and Marketing..............Net Income...............S&M + Net Loss







High volume is key

Will it volume follow? I think it will. A growing top line during the last four years, albeit not spectacular, proves it does (finally marking +$1billion in sales).

Looking at the latest two partnerships (Priceline and Barnes and Nobles) I gather that they have potential to bring home top line growth and that every resulting penny from such partnerships shall go to Overstock's bottom line (no additional costs or investments shall be required).

- end of part one of the reply -
Wlameyer - 5 years ago    Report SPAM

2009's minimal profitability for OSTK really depends on who you ask. Yes, I know that some writers have tried to make a brand for themselves by disbelieving everything good that this company does, but I think the focus on where the 2009 money needle fell on 12/31 isn't that important. If there was a gain it was quickly reversed and that tells you more about the viability of the business model.

Look, I hope the company does well from a customer's perspective. I like a good deal & good service as much as the next guy, but the business just isn't worth anything much more than $0 from an equity stakehiolder's POV. Byrne can get a few family friends like Watsa & Chou to throw in a few bucks from time to time to float the boat a little longer simply based on his fighting ability, shared frustration with rumor-based short scares & personal intergity. Byrne certainly isn't trying to get rich off OSTK - he's doing a nice job of getting poor off this business. The company might someday get to its stated goal (how many years have shareholders waited?) of $1B+ in >>sales<< but I'm waiting to see persistent, meaningful positive margins in a free-shipping world. How about a surprise P+L adjustment upward similar to a reserve release from an insurer? How about underpromising & overdelivering for once? How many years does a company like this really need to convincingly demonstrate that it will never be able to return meaningful profits to shareholders?

I hope you make some money off your position in the company. Good luck. My suggestion to you would be to throw out the anecdotal reasons to like Byrne - the links to Papa Jack Byrne, Warren Buffett, Prem Watsa and so forth. Examine what went wrong with the financial reporting 2005-2010 very carefully - underinvestment in systems, goofy purchases of diamonds, repurchases of stock & bonds at rich levels while issuing stock at crummy ones. Maybe this flavor of the business is just "too hard" for a fighting CEO who is trying to do the right thing. Maybe OSTK has more in common with hard-cyclical tanker companies like OSG than it does with the "winners" in the space like AMZN, TJX & ROST. Kodak made some nifty digital cameras...I bet OSTK is trying to sell a few of them at this very minute.

Gusto.duel - 5 years ago    Report SPAM
Moat/crappy economics

I identify three sources of moat for their business model:

- brand building

- heaviest discounter reputation(goes with brand I would say)

- low cost operator


A measure of the brand power is the web estate. The web estate of Overstock is still a far cry from Amazon's but being no 27 in the US according to Internet Retailer's top 500 gives it a platform to build on.

Heaviest Discounter?

When I look at their COGS as a % of net sales, I see they are either a heavy discounter

or they do not control the purse strings when buying merchandise:

- either the denominator indicates they sell merchandise at low prices

- or the numerator indicates they buy merchandise at high prices

I think the former is more likely even if from time to time the might make mistakes (the purchase of diamonds you are referring to). A look in the table below, which outlines COGS as a % of revenues, provides a rough general picture.

... COST .. OSTK .. NILE .. AMZN .. WMT .. SHLD .. TJX .. ROST .. TGT .. LQDT

TTM ... 88% ... 83% ... 79% ... 77% ... 75% ... 73% ... 73% ... 73% ... 69% ... 39%

2010 ... 87% ... 83% ... 78% ... 78% ... 75% ... 73% ... 73% ... 73% ... 69% ... 39%

2009 ... 87% ... 81% ... 78% ... 77% ... 75% ... 72% ... 74% ... 74% ... 70% ... 42%

2008 ... 87% ... 83% ... 80% ... 78% ... 75% ... 73% ... 76% ... 76% ... 68% ... 37%

2007 ... 88% ... 83% ... 80% ... 77% ... 76% ... 72% ... 76% ... 77% ... 67% ... 27%

2006 ... 88% ... 88% ... 80% ... 77% ... 76% ... 71% ... 76% ... 78% ... 66% ... 24%

2005 ... 88% ... 85% ... 78% ... 76% ... 76% ... 72% ... 77% ... 78% ... 66% ... 8%

2004 ... 88% ... 87% ... 78% ... 77% ... 76% ... 74% ... 76% ... 77% ... 67% ... 7%

2003 ... 88% ... 89% ... 77% ... 76% ... 77% ... 77% ... 76% ... 74% ... 66% ... 8%

2002 ... 88% ... 80% ... 75% ... 75% ... 78% ... 0% ... 76% ... 74% ... 67% ... 7%

2001 ... 88% ... 87% ... 77% ... 74% ... 78% ... 0% ... 76% ... 69% ... 68% ... 0%

Low cost operator?

COGS makes ~83% of revenues at Overstock in 2010 down from +85% during 2001-2007.

That shows an improvement. Hard to say based on public data if it is due to:

- increased bargaining power?

- closure of warehouse in Indiana (2007)?

- increased fulfillment partner weight in total revenues?

- higher sales prices?

But I find it encouraging that in terms of SG & A Overstock looks better than some competitors.

I added the SG &A and R&D percentages provided by Morningstar for each player to obtain the "adjusted SG & A". Again the analysis is rough but a look in the table below provides a general picture (%):

.... .... AMZN .. COST . LQDT . NILE . OSTK . ROST . SHLD . TGT .. TJX .. WMT

TTM ... 20 …... 10 …... 46 …... 16 …... 17 …... 15 …... 25 …... 20 …... 17 …... 19

2010 .. 18 …... 10 …... 46 …... 15 …... 16 …... 16 …... 24 …... 20 …... 17 …... 19

2009 .. 18 …... 10 …... 48 …... 15 …... 18 …... 16 …... 24 …... 20 …... 16 …... 20

2008 .. 18 …... 10 …... 56 …... 15 …... 18 …... 16 …... 24 …... 22 …... 17 …... 19

2007 .. 18 …... 10 …... 30 …... 13 …... 21 …... 16 …... 23 …... 22 …... 18 …... 19

2006 .. 19 …... 10 …... 32 …... 14 …... 23 …... 15 …... 22 …... 23 …... 17 …... 18

2005 .. 19 …... 10 …... 82 …... 13 …... 18 …... 16 …... 22 …... 23 …... 17 …... 18

2004 .. 17 …... 10 …... 86 …... 13 …... 14 …... 16 …... 21 …... 22 …... 16 …... 18

2003 .. 19 …... 10 …... 83 …... 14 …... 16 …... 16 …... 21 …... 24 …... 16 …... 17

2002 .. 22 …... 10 …... 0 ….... 20 …... 21 …... 16 …... 0 ….... 23 …... 16 …... 17

2001 .. 27 …... 9 …...... 0 ….... 0 …... 38 …... 20 …... 0 ….... 22 …... 16 …... 16

Can they build a moat?

Time availability - their controlling shareholders give them the time (and historically finance, too). This is a strength of the company.

Ability to become low cost operator?

If they are able to preserve the low SG&A (as compared with most peers) and to lower COGS (their growing size and the ability to raise capital shall help) this is not out of reach.

Patrick Byrne personal stance

I think his fight on the naked-short issue is EXTREMELY worthwhile. I would be pleased if you read my allegory on the topic (here). Regarding style - A serene attitude would have been ideal, especially for himself. But no other comment.

Wlameyer - 5 years ago    Report SPAM

As I said, I honestly wish you luck w/ this. I do not believe the balance sheet will allow it to survive in a way which rewards current equity holders because there just isn't enough juice. I'm guessing that the lenders will own this one in the end.
Gusto.duel - 5 years ago    Report SPAM

Equity value is 0

"Support" line customer base - Overstock benefited on average of 2.2million customers with an average order size of $118 for each of the last 12 quarters (increasing slightly towards the end of the period). That customer base provided a net loss of $970,000 which is calculated after subtracting S&M costs of $44,084,000 for the last 9 months.

Negative Working Capital - Suppliers help financing Overstock's inventory and customers pay (practically) in cash. The bigger the company gets the more valuable this source of financing becomes.

Debt load - About $20 million ($17 million long term debt and $3million other long term liabilities). The convertible debt raised in 2004 was paid back and the company invested about $190 million in capex and $360 million in sales and marketing (with an accumulated net loss of $120 million) during the last 6 years.

Why is equity value 0?
Gusto.duel - 5 years ago    Report SPAM
Overstock.com Ranked #4 in Customer Service, by the NRF Foundation and American Express


Gusto.duel - 5 years ago    Report SPAM

Gusto.duel - 5 years ago    Report SPAM
Batbeer has recently outlined some operational attributes of the company. The investment thesis stands - Overstock presents a time arbitrage opportunity:

Best breed of long term shareholders

+ cash generation ability

+ management team learning from mistakes

+ more customers/low prices

+ great web estate and technology

- "naked shorting" legal costs (when the "naked shorting" trials will end)

I note some meaningful positive developments:

- marketing manager - very useful for the little group that makes Overstock's senior management;

- SEC "no action" letter;

- court declines to seal evidence in Goldman Sachs/Merrill Lynch Case - some voices that matter threw their weight in supporting Overstock's stance: " ...Four major media groups, The Economist, The New York Times, Rolling Stone Magazine and Bloomberg News intervened in the case and joined Overstock.com in opposing Goldman and Merrill's motion to seal the evidence...".

A victory in the naked shorting lawsuits will reward the company for its long standing efforts to bring responsibility to the markets.

Greg_c99 premium member - 4 years ago
25$ a share today. Still long?

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