ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2015 |
Accounting Policies [Abstract] | |
Principles of consolidation | Principles of consolidation |
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The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned and majority-owned subsidiaries. All intercompany account balances and transactions have been eliminated in consolidation. |
Use of estimates | Use of estimates |
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The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the consolidated financial statements and accompanying notes. Estimates are used for, but not limited to, investment valuation, receivables valuation, valuation of derivative financial instruments, revenue recognition, sales returns, incentive discount offers, inventory valuation, depreciable lives of fixed assets and internally-developed software, goodwill valuation, intangible valuation, income taxes, stock-based compensation, performance-based compensation, restructuring liabilities and contingencies. Actual results could differ materially from those estimates. |
Cash equivalents | Cash equivalents |
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We classify all highly liquid instruments, including money market funds with a remaining maturity of three months or less at the time of purchase, as cash equivalents. Cash equivalents were $60.1 million and $135.1 million at March 31, 2015 and December 31, 2014, respectively. |
Restricted cash | Restricted cash |
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We consider cash that is legally restricted and cash that is held as a compensating balance for letter of credit arrangements as restricted cash. |
Fair value of financial instruments | Fair value of financial instruments |
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We account for our assets and liabilities using a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect our market assumptions. These two types of inputs have created the fair-value hierarchy below. This hierarchy requires us to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. |
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• | Level 1—Quoted prices for identical instruments in active markets; | | | | | | | | | | | | | | | | | | | | | | | |
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• | Level 2—Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and | | | | | | | | | | | | | | | | | | | | | | | |
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• | Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | | | | | | | | | | | | | | | | | | | | | | | |
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Under GAAP, certain assets and liabilities are required to be recorded at fair value on a recurring basis. Our assets and liabilities that are adjusted to fair value on a recurring basis are investments in money market mutual funds, trading securities, derivative instruments, and deferred compensation liabilities. |
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The fair values of our investments in money market mutual funds, trading securities, and deferred compensation liabilities are determined using quoted market prices from daily exchange traded markets on the closing price as of the balance sheet date and are classified as Level 1. The fair values of our derivative instruments are determined using standard valuation models. The significant inputs used in these models are readily available in public markets, or can be derived from observable market transactions, and therefore have been classified as Level 2. Inputs used in these standard valuation models for derivative instruments include the applicable forward rates, interest rates and discount rates. Included in the fair value of derivative instruments is an adjustment for nonperformance risk. The adjustment for nonperformance risk did not have a significant impact on the estimated fair value of our derivative instruments. For additional disclosures related to our derivative instruments, see Derivative financial instruments below. |
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The following tables summarize our assets and liabilities measured at fair value on a recurring basis using the following levels of inputs as of March 31, 2015 and December 31, 2014 as indicated (in thousands): |
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| Fair Value Measurements at March 31, 2015: | | | | | | | | | |
| Total | | Level 1 | | Level 2 | | Level 3 | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | |
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Cash equivalents - Money market mutual funds | $ | 60,094 | | | $ | 60,094 | | | $ | — | | | $ | — | | | | | | | | | | |
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Trading securities held in a “rabbi trust” (1) | 59 | | | 59 | | | — | | | — | | | | | | | | | | |
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Total assets | $ | 60,153 | | | $ | 60,153 | | | $ | — | | | $ | — | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | |
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Derivatives (2) | $ | 2,149 | | | $ | — | | | $ | 2,149 | | | $ | — | | | | | | | | | | |
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Deferred compensation accrual “rabbi trust” (3) | 63 | | | 63 | | | — | | | — | | | | | | | | | | |
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Total liabilities | $ | 2,212 | | | $ | 63 | | | $ | 2,149 | | | $ | — | | | | | | | | | | |
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| Fair Value Measurements at December 31, 2014: | | | | | | | | | |
| Total | | Level 1 | | Level 2 | | Level 3 | | | | | | | | | |
Assets: | | | | | | | | | | | | | | | | | | | | |
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Cash equivalents - Money market mutual funds | $ | 135,092 | | | $ | 135,092 | | | $ | — | | | $ | — | | | | | | | | | | |
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Trading securities held in a “rabbi trust” (1) | 90 | | | 90 | | | — | | | — | | | | | | | | | | |
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Total assets | $ | 135,182 | | | $ | 135,182 | | | $ | — | | | $ | — | | | | | | | | | | |
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Liabilities: | | | | | | | | | | | | | | | | | | | | |
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Derivatives (2) | $ | 1,008 | | | $ | — | | | $ | 1,008 | | | $ | — | | | | | | | | | | |
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Deferred compensation accrual “rabbi trust” (3) | 94 | | | 94 | | | — | | | — | | | | | | | | | | |
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Total liabilities | $ | 1,102 | | | $ | 94 | | | $ | 1,008 | | | $ | — | | | | | | | | | | |
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-1 | — Trading securities held in a rabbi trust are included in Other current and Other long-term assets in the consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | — Derivative financial instruments are included in Other long-term liabilities in the consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | |
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-3 | — Non qualified deferred compensation in a rabbi trust is included in Accrued liabilities and Other long-term liabilities in the consolidated balance sheets. | | | | | | | | | | | | | | | | | | | | | | | |
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Our other financial instruments, including cash, restricted cash, accounts receivable, accounts payable and accrued liabilities are carried at cost, which approximates their fair value because of the short-term maturity of these instruments. |
Restricted investments | estricted investments |
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We have a Non-Qualified Deferred Compensation Plan (the “NQDC Plan”) for senior management. Deferred compensation amounts are invested in mutual funds held in a “rabbi trust” and are restricted for payment to the participants of the NQDC Plan. We account for our investments held in the trust in accordance with Accounting Standards Codification (“ASC”) No. 320 “Investments — Debt and Equity Securities”. The investments held in the trust are classified as trading securities. The fair value of the investments held in the trust totaled $59,000 at March 31, 2015 and are included in Other current and Other long-term assets in the consolidated balance sheets. Our gains and losses on these investments were immaterial for the three months ended March 31, 2015 and 2014. |
Accounts receivable | Accounts receivable |
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Accounts receivable consist primarily of trade amounts due from customers in the United States and from uncleared credit card transactions at period end. Accounts receivable are recorded at invoiced amounts and do not bear interest. |
Allowance for doubtful accounts | Allowance for doubtful accounts |
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From time to time, we grant credit to some of our business customers on normal credit terms (typically 30 days). We perform credit evaluations of our business customers’ financial condition and payment history and maintain an allowance for doubtful accounts receivable based upon our historical collection experience and expected collectability of accounts receivable. The allowance for doubtful accounts receivable was $572,000 and $511,000 at March 31, 2015 and December 31, 2014, respectively. |
Concentration of credit risk | Concentration of credit risk |
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Cash equivalents include short-term, highly liquid instruments with maturities at date of purchase of three months or less. At March 31, 2015 and December 31, 2014, two banks held the majority of our cash and cash equivalents. We do not believe that, as a result of this concentration, we are subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. |
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Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash equivalents and receivables. We invest our cash primarily in money market securities which are uninsured. |
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Valuation of inventories | Valuation of inventories |
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Inventories, consisting of merchandise purchased for resale, are accounted for using a standard costing system which approximates the first-in-first-out (“FIFO”) method of accounting, and are valued at the lower of cost or market. We write down our inventory for estimated obsolescence and to lower of cost or market value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Once established, the original cost of the inventory less the related inventory allowance represents the new cost basis of such products. Reversal of the allowance is recognized only when the related inventory has been sold or scrapped. |
Prepaid inventories, net | Prepaid inventories, net |
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Prepaid inventories, net represent inventories paid for in advance of receipt. |
Prepaids and other assets | Prepaids and other current assets |
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Prepaids and other current assets represent expenses paid prior to receipt of the related goods or services, including advertising, license fees, maintenance, packaging, insurance, and other miscellaneous costs. |
Fixed assets | Fixed assets |
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Fixed assets, which include assets such as technology infrastructure, internal-use software, website development, furniture and fixtures and leasehold improvements, are recorded at cost and depreciated using the straight-line method over the estimated useful lives of the related assets or the term of the related capital lease, whichever is shorter, as follows: |
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Computer software | 4-Feb | | | | | | | | | | | | | | | | | | | | | | | |
Computer hardware | 4-Mar | | | | | | | | | | | | | | | | | | | | | | | |
Furniture and equipment | 5-Mar | | | | | | | | | | | | | | | | | | | | | | | |
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Leasehold improvements are amortized over the shorter of the term of the related leases or estimated useful lives. |
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Depreciation and amortization expense is classified within the corresponding operating expense categories on the consolidated statements of income as follows (in thousands): |
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| Three months ended | | | | | | | | | | | | | | | | | |
March 31, | | | | | | | | | | | | | | | | | |
| 2015 | | 2014 | | | | | | | | | | | | | | | | | |
Cost of goods sold - direct | $ | 65 | | | $ | 87 | | | | | | | | | | | | | | | | | | |
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Technology | 4,999 | | | 3,437 | | | | | | | | | | | | | | | | | | |
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General and administrative | 312 | | | 271 | | | | | | | | | | | | | | | | | | |
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Total depreciation and amortization, including internal-use software and website development | $ | 5,376 | | | $ | 3,795 | | | | | | | | | | | | | | | | | | |
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Internal-use software and website development | Internal-use software and website development |
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Included in fixed assets is the capitalized cost of internal-use software and website development, including software used to upgrade and enhance our Website and processes supporting our business. We capitalize costs incurred during the application development stage of internal-use software and amortize these costs over the estimated useful life of two to three years. Costs incurred related to design or maintenance of internal-use software are expensed as incurred. |
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During the three months ended March 31, 2015 and 2014, we capitalized $4.0 million and $4.0 million, respectively, of costs associated with internal-use software and website development, both developed internally and acquired externally. Amortization of costs associated with internal-use software and website development was $3.2 million and $2.3 million for those respective periods. |
Cost and equity method investments | Cost and equity method investments |
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In January 2015, in conjunction with our crypto-initiatives, we acquired a noncontrolling interest (less than 20%) in a privately held entity. The amount of the investment was $5 million and was recognized as a cost method investment included in Other long-term assets in our consolidated balance sheets. Earnings from the investment are recognized to the extent of dividends received, and we will recognize subsequent impairments to the investment if they are other than temporary. We have determined that it is not practicable to estimate the fair value of this investment. Consequently, we review this investment for impairment by evaluating if events or circumstances have occurred that may have a significant adverse effect on its fair value. If such events or circumstances have occurred, we will then estimate the fair value of the investment and determine if any decline in the fair value of the investment below its carrying value is other-than-temporary. At March 31, 2015, the carrying amount of the investment was $5 million. We recognized zero impairment losses during the three months ended March 31, 2015 and 2014. |
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During 2014, we acquired a 24.9% interest in a broker-dealer as part of our efforts to develop and license software to trade crypto-securities using crypto-technologies. The purchase price for the investment was $250,000 and is accounted for as an equity method investment included in Other long-term assets in our consolidated balance sheets. At March 31, 2015, the difference between the carrying value of this investment and the amount of underlying equity in net assets of the investee was not significant. Our proportionate share of the net income or loss of our equity method investee for three months ended March 31, 2015 and 2014 was not significant. When we record our proportionate share of net income, it increases income (or decreases loss) in our consolidated statements of income and our carrying value in that investment. Conversely, when we record our proportionate share of a net loss, it decreases income (or increases loss) in our consolidated statements of income and our carrying value in that investment. In conjunction with the agreement to purchase this investment we also formed an entity that is 75.1% owned by us and 24.9% owned by other parties. Although not significant, we intend to make additional contributions to this entity on behalf of these other parties. This entity is included in our consolidated financial statements. Intercompany transactions with the entity have been eliminated and the amounts of contributions and gains or losses that are attributable to noncontrolling interests are disclosed in our consolidated financial statements. |
Leases | Leases |
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We account for lease agreements as either operating or capital leases depending on certain defined criteria. In certain of our lease agreements, we receive rent holidays and other incentives. We recognize lease costs on a straight-line basis without regard to deferred payment terms, such as rent holidays, that defer the commencement date of required payments. Additionally, tenant improvement allowances are amortized as a reduction in rent expense over the term of the lease. Leasehold improvements are capitalized at cost and amortized over the lesser of their expected useful life or the life of the lease, without assuming renewal features, if any, are exercised. |
Treasury stock | Treasury stock |
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We account for treasury stock under the cost method and include treasury stock as a component of stockholders’ equity. |
Precious Metals | Precious Metals |
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Our precious metals consisted of $6.3 million in gold and $4.6 million in silver at March 31, 2015 and December 31, 2014. We store our precious metals at an off-site secure facility. Because these assets consist of actual precious metals, rather than financial instruments, we account for them as a cost method investment initially recorded at cost (including transaction fees) and then adjusted to the lower of cost or market based on an average unit cost. On an interim basis, we recognize decreases in the value of these assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Gains or losses resulting from changes in the value of our precious metal assets are recorded in Other income (expense), net in our consolidated statements of income. There were no recorded gains or losses on investments in precious metals for the three months ended March 31, 2015 and 2014 |
Goodwill | Goodwill |
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Goodwill represents the excess of the purchase price paid over the fair value of the tangible net assets acquired in business combinations. |
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Goodwill is not amortized but is tested for impairment at least annually. When evaluating whether goodwill is impaired, we make a qualitative assessment to determine if it is more likely than not that its fair value is less than its carrying amount. If the qualitative assessment determines that it is more likely than not that its fair value is less than its carrying amount, we compare the fair value of the reporting unit to which the goodwill is assigned to its carrying amount. If the carrying amount exceeds its fair value, then the amount of the impairment loss must be measured. The impairment loss, if any, is calculated by comparing the implied fair value of the goodwill to its carrying amount. In calculating the implied fair value of goodwill, the fair value of the reporting unit is allocated to the other assets and liabilities within the reporting unit based on estimated fair value. The excess of the fair value of a reporting unit over the amount allocated to its other assets and liabilities is the implied fair value of goodwill. An impairment loss is recognized when the carrying amount of goodwill exceeds its implied fair value. |
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In accordance with this guidance, we test for impairment of goodwill in the fourth quarter or when we deem that a triggering event has occurred. There were no impairments to goodwill recorded during the three months ended March 31, 2015 or the year ended December 31, 2014. |
Other long-term assets | Cryptocurrency holdings |
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We hold cryptocurrency-denominated assets such as bitcoin and we include them in other current assets in our Consolidated Balance Sheets. Cryptocurrency-denominated assets were $233,000 and $340,000 at March 31, 2015 and December 31, 2014, respectively, and are recorded at the lower of cost or market based on an average unit cost. On an interim basis, we recognize decreases in the value of these assets caused by market declines. Subsequent increases in the value of these assets through market price recoveries during the same fiscal year are recognized in the later interim period, but may not exceed the total previously recognized decreases in value during the same year. Gains or losses resulting from changes in the value of our cryptocurrency assets are recorded in Other income (expense), net in our consolidated statements of income. Losses on cryptocurrency holdings were $117,000 and zero during the three months ended March 31, 2015 and 2014, respectively. |
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Other long-term assets |
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Other long-term assets consist primarily of cost and equity method investments (see Cost and equity method investments above) and long-term prepaid expenses. |
Impairment of long-lived assets | Impairment of long-lived assets |
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We review property and equipment and other long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable. Recoverability is measured by comparison of the assets’ carrying amount to future undiscounted net cash flows the asset group is expected to generate. Cash flow forecasts are based on trends of historical performance and management’s estimate of future performance, giving consideration to existing and anticipated competitive and economic conditions. If such asset group is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds their fair values. There were no impairments to long-lived assets recorded during the three months ended March 31, 2015 or the year ended December 31, 2014. |
Derivative financial instruments | Derivative financial instruments |
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In 2014, we entered into a loan agreement in connection with the construction of our new corporate headquarters. We expect to borrow against the loan agreement in the second half of 2015. Because amounts borrowed on the loan will carry a variable LIBOR-based interest rate, we will be affected by changes in certain market conditions. These changes in market conditions may adversely impact our financial performance, and as such, we use derivatives as a risk management tool to mitigate the potential impact of these changes. We do not enter into derivatives for speculative or trading purposes. The primary market risk we manage through the use of derivative instruments is interest rate risk on the amounts we expect to borrow under the loan agreement relating to our new headquarters. To manage that risk, we use interest rate swap agreements. An interest rate swap agreement is a contract between two parties to exchange cash flows based on underlying notional amounts and indices. Our interest rate swaps entitle us to pay amounts based on a fixed rate in exchange for receipt of amounts based on variable rates. Because we have not yet borrowed against the loan agreement related to our cash flow hedges, the notional amounts under our hedges at March 31, 2015 were zero. |
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Our derivatives are carried at fair value in our consolidated balance sheets in Other long-term liabilities on a gross basis. The accounting for gains and losses that result from changes in the fair values of derivative instruments depends on whether the derivatives have been designated and qualify as hedging instruments under GAAP. Our derivatives have been designated and qualify as cash flow hedges. We formally designated and documented, at inception, the financial instruments as hedges of specific underlying exposures, the risk management objectives, and the strategy for undertaking the hedging transactions. In addition, we formally assess, both at the inception and at least quarterly thereafter, whether the financial instruments used in hedging transactions are effective at offsetting changes in the cash flows of the related underlying exposures. To the extent that the hedges are effective, the changes in fair values of our cash flow hedges are recorded in Accumulated other comprehensive income. Any ineffective portion is immediately recognized into earnings. |
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We determine the fair values of our derivatives based on quoted market prices or using standard valuation models (see Fair value of financial instruments above). The notional amounts of the derivative financial instruments do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the financial risks described above. The amounts exchanged are calculated by reference to the notional amounts and by other terms of the derivatives, such as interest rates. |
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The following table shows the effect of derivative financial instruments that were designated as accounting hedges for the period indicated (in thousands): |
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Cash flow hedges (1) | | Amount of gain (loss) recognized in OCI on derivative (effective portion) net of tax | | Location of gain (loss) reclassified from Accumulated OCI into income (effective portion) | | Amount of gain (loss) reclassified from Accumulated OCI into income (effective portion) | | Location of gain (loss) recognized in income on derivative (ineffective portion) | | Amount of gain (loss) recognized in income on derivative (ineffective portion) | | | | | | | | |
Three months ended March 31, 2015 | | | | | | | | | | | | | | | | | | |
Interest rate swap | | $ | (703 | ) | | Interest expense | | $ | — | | | Interest expense | | $ | — | | | | | | | | | |
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The following table provides the outstanding notional balances and fair values of derivative financial instruments that were designated as accounting hedges outstanding positions for the dates indicated, and recorded gains/(losses) during the periods indicated (in thousands): |
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Cash flow hedges (1) | | Location in balance sheet | | Expiration date | | Outstanding notional | | Fair value | | Beginning gains (losses) | | Gains (losses) recorded during period (2) | | Ending gains (losses) |
Three months ended March 31, 2015 | | | | | | | | | | | | | | |
Interest rate swap | | Other long-term liabilities | | 2023 | | $ | — | | | $ | (2,149 | ) | | $ | (1,008 | ) | | $ | (1,141 | ) | | $ | (2,149 | ) |
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-1 | — There were no outstanding derivative instruments for the three months ended March 31, 2014. | | | | | | | | | | | | | | | | | | | | | | | |
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-2 | — Gains (losses) recorded during the period are presented gross of the related tax impact. | | | | | | | | | | | | | | | | | | | | | | | |
Revenue recognition | Revenue recognition |
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We derive our revenue primarily from direct revenue and partner revenue from merchandise sales. We also earn revenue from advertising on our shopping and other pages. We have organized our operations into two principal segments based on the primary source of revenue: direct revenue and partner revenue (see Note 7—Business Segments). |
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Revenue is recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or the service has been provided; (3) the selling price or fee revenue earned is fixed or determinable; and (4) collection of the resulting receivable is reasonably assured. Revenue related to merchandise sales is recognized upon delivery to our customers. As we ship high volumes of packages through multiple carriers, it is not practical for us to track the actual delivery date of each shipment. Therefore, we use estimates to determine which shipments are delivered and, therefore, recognized as revenue at the end of the period. Our delivery date estimates are based on average shipping transit times, which are calculated using the following factors: (i) the type of shipping carrier (as carriers have different in-transit times); (ii) the fulfillment source (either our warehouses, those warehouses we control, or those of our partners); (iii) the delivery destination; and (iv) actual transit time experience, which shows that delivery date is typically one to eight business days from the date of shipment. We review and update our estimates on a quarterly basis based on our actual transit time experience. However, actual shipping times may differ from our estimates. |
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We evaluate the criteria outlined in ASC Topic 605-45, Principal Agent Considerations, in determining whether it is appropriate to record the gross amount of product sales and related costs or the net amount earned as commissions. When we are the primary obligor in a transaction, are subject to inventory risk, have latitude in establishing prices and selecting suppliers, or have several but not all of these indicators, revenue is recorded gross. If we are not the primary obligor in the transaction and amounts earned are determined using a fixed percentage, revenue is recorded on a net basis. Currently, the majority of both direct revenue and partner revenue is recorded on a gross basis, as we are the primary obligor. We present revenue net of sales taxes. |
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We periodically provide incentive offers to our customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases and other similar offers, which, when used by customers, are treated as a reduction of revenue. |
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Based upon our historical experience, revenue typically increases during the fourth quarter because of the holiday retail season. |
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Direct revenue |
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Direct revenue is derived from merchandise sales of our owned inventory to individual consumers and businesses. Direct revenue comes from merchandise sales that occur primarily through our Website, but may also occur through offline and other channels. |
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Partner revenue |
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Partner revenue is derived from merchandise sales of inventory owned by our partners which they generally ship directly to our consumers and businesses. Partner revenue comes from merchandise sales that occur primarily through our Website, but may also occur through offline and other channels. |
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Club O loyalty program |
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We have a customer loyalty program called Club O for which we sell annual memberships ("standard Club O"). During 2014, we also introduced an introductory customer loyalty program called Club O Silver for customers who sign up to receive promotional emails. For standard Club O memberships, we record membership fees as deferred revenue and we recognize revenue ratably over the membership period. Both the standard Club O and Club O Silver loyalty programs allow members to earn reward dollars for qualifying purchases made on our Website. We also have a co-branded credit card program (see Co-branded credit card revenue below for more information). Co-branded cardholders are also standard Club O members and earn additional reward dollars for purchases made on our Website, and from other merchants. |
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Club O Reward dollars earned may be redeemed on future purchases made through our Website. Standard Club O membership reward dollars expire 90 days after the customer’s Club O membership expires. Club O Silver reward dollars expire 90 days after they are earned if no additional qualifying purchases are made during that period. |
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We account for these transactions as multiple element arrangements and allocate revenue to the elements using their relative fair values. We include the value of reward dollars earned in deferred revenue and we record it as a reduction of revenue at the time the reward dollars are earned. |
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We recognize revenue for Club O reward dollars when customers redeem their reward dollars as part of a purchase at our Website. We recognize other income when Club O Reward dollars expire or the likelihood of reward dollars being redeemed by a customer is remote (“reward dollar breakage”). Reward dollar breakage is currently recognized when the reward dollars expire as Other income in our consolidated statements of income. Because we recently introduced Club O Silver, and enrolled a significant number of Club O Silver members, reward dollars and resulting breakage may increase as compared to prior periods. |
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In instances where customers receive free Club O reward dollars not associated with any purchases, we account for these transactions as sales incentives such as coupons and record a reduction of revenue at the time the reward dollars are redeemed. |
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Co-branded credit card program |
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We have a co-branded credit card agreement with a commercial bank for the issuance of credit cards bearing the Overstock.com brand, under which the bank pays us fees for new accounts and for customer usage of the cards. The agreement also provides for a customer loyalty program offering reward points that customers will accrue from card usage and can use to make purchases on our Website (see Club O loyalty program above for more information). New account fees are recognized as revenue on a straight-line basis over the estimated expected life of co-branded credit card customers. Credit card usage fees are recognized as revenues as actual credit card usage occurs. |
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We also have a private label credit card agreement with another commercial bank for the issuance of credit cards bearing our brand, but that is only available for use on our Website. In connection with the agreement, we received upfront fees that we recognize as revenue on a straight line basis over the term of the agreement, which runs through February 2022. When customers make regular revolving purchases using the card, we receive fees, which are recognized as revenue. When we offer promotional financing for purchases made with the card (for example, 12 months same as cash), we pay a discount fee to the commercial bank, which we recognize as a reduction of revenue. The commercial bank owns all of the accounts under the program and performs all account administration, underwriting and servicing. Fees and royalties from new accounts, credit card usage fees, and fees from both of these cards were less than 1% of total net revenues for all periods presented. |
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Deferred revenue |
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Customer orders are recorded as deferred revenue prior to delivery of products or services ordered. We record amounts received for Club O membership fees as deferred revenue and we recognize it ratably over the membership period. We record Club O reward dollars earned from purchases as deferred revenue at the time they are earned and we recognize it as revenue upon redemption. If reward dollars are not redeemed, we recognize other income upon expiration. In addition, we sell gift cards and record related deferred revenue at the time of the sale. We sell gift cards without expiration dates and we recognize revenue from a gift card upon redemption of the gift card. If a gift card is not redeemed, we recognize other income when the likelihood of its redemption becomes remote based on our historical redemption experience. We consider the likelihood of redemption to be remote after 36 months. |
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We periodically enter into agreements with other parties to jointly market ancillary products or services on our website. As a result of those agreements, we sometimes receive payments in advance of performing our obligations under those agreements. Such payments received before we perform our obligations are recognized over our service period. |
Sales returns allowance | Sales returns allowance |
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We inspect returned items when they arrive at our processing facility. We refund the full cost of the merchandise returned and all original shipping charges if the returned item is defective or we or our partners have made an error, such as shipping the wrong product. |
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If the return is not a result of a product defect or a fulfillment error and the customer initiates a return of an unopened item within 30 days of delivery, for most products we refund the full cost of the merchandise minus the original shipping charge and actual return shipping fees. However, we reduce refunds for returns initiated more than 30 days after delivery or that are received at our returns processing facility more than 45 days after initial delivery. |
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If our customer returns an item that has been opened or shows signs of wear, we issue a partial refund minus the original shipping charge and actual return shipping fees. |
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Revenue is recorded net of estimated returns. We record an allowance for returns based on current period revenues and historical returns experience. We analyze actual historical returns, current economic trends and changes in order volume and acceptance of our products when evaluating the adequacy of the sales returns allowance in any accounting period. |
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The allowance for returns was $10.4 million and $15.5 million at March 31, 2015 and December 31, 2014 respectively. The decrease in allowance for returns at March 31, 2015 compared to December 31, 2014 is primarily due to decreased revenues mostly due to seasonality. |
Credit card chargeback allowance | Credit card chargeback allowance |
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Revenue is recorded net of credit card chargebacks. We maintain an allowance for credit card chargebacks based on current period revenues and historical chargeback experience. The allowance for chargebacks was $105,000 and $129,000 at March 31, 2015 and December 31, 2014, respectively. |
Cost of goods sold | Cost of goods sold |
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Cost of goods sold includes product costs, warehousing costs, outbound shipping costs, handling and fulfillment costs, customer service costs and credit card fees, and is recorded in the same period in which related revenues have been recorded. Cost of goods sold, including product cost and other costs and fulfillment and related costs are as follows (in thousands): |
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| Three months ended | | | | | | | | | | | |
March 31, | | | | | | | | | | | |
| 2015 | | 2014 | | | | | | | | | | | |
Total revenue, net | $ | 398,344 | | | 100 | % | | $ | 341,207 | | | 100 | % | | | | | | | | | | | |
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Cost of goods sold | | | | | | | | | | | | | | | | | | | | | | |
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Product costs and other cost of goods sold | 305,470 | | | 77 | % | | 261,798 | | | 77 | % | | | | | | | | | | | |
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Fulfillment and related costs | 17,437 | | | 4 | % | | 15,413 | | | 5 | % | | | | | | | | | | | |
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Total cost of goods sold | 322,907 | | | 81 | % | | 277,211 | | | 81 | % | | | | | | | | | | | |
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Gross profit | $ | 75,437 | | | 19 | % | | $ | 63,996 | | | 19 | % | | | | | | | | | | | |
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Advertising expense | Advertising expense |
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We expense the costs of producing advertisements the first time the advertising takes place and expense the cost of communicating advertising in the period during which the advertising space or airtime is used. Internet advertising expenses are recognized as incurred based on the terms of the individual agreements, which are generally: 1) a commission for traffic driven to the Website that generates a sale or 2) a referral fee based on the number of clicks on keywords or links to our Website generated during a given period. Advertising expense is included in sales and marketing expenses and totaled $25.8 million and $20.4 million during the three months ended March 31, 2015 and 2014, respectively. Prepaid advertising (included in Prepaids and other current assets in the accompanying consolidated balance sheets) was $1.4 million and $1.5 million at March 31, 2015 and December 31, 2014, respectively. |
Stock-based compensation | Stock-based compensation |
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We measure compensation expense for all outstanding unvested share-based awards at fair value on the date of grant and recognize compensation expense over the service period for awards expected to vest at the greater of a straight line basis or on an accelerated schedule when vesting of restricted stock awards exceeds a straight line basis. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results differ from estimates, such amounts are recorded as an adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, and historical experience. Actual results may differ substantially from these estimates (see Note 6. Stock-Based Awards). |
Loss contingencies | Loss contingencies |
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In the normal course of business, we are involved in legal proceedings and other potential loss contingencies. We accrue a liability for such matters when it is probable that a loss has been incurred and the amount can be reasonably estimated. When only a range of probable loss can be estimated, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. We expense legal fees as incurred (see Note 4. Commitments and Contingencies). |
Income taxes | Income taxes |
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Our income tax provision for interim periods is determined using an estimate of our annual effective tax rate adjusted for discrete items, if any, for relevant interim periods. We update our estimate of the annual effective tax rate each quarter and make cumulative adjustments if our estimated annual effective tax rate changes. |
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Our quarterly tax provision and our quarterly estimate of our annual effective tax rate are subject to significant variations due to several factors including variability in predicting our pre-tax and taxable income and the mix of jurisdictions to which those items relate, relative changes of expenses or losses for which tax benefits are not recognized, how we do business, and changes in law, regulations, and administrative practices. Our effective tax rate can be volatile based on the amount of pre-tax income. For example, the impact of discrete items on our effective tax rate is greater when pre-tax income is lower. The tax provision does not include a benefit for the federal research credit, which expired at the end of 2014. If retroactively reinstated, the credit will be a discrete tax benefit in the period enacted. |
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We have not provided for U.S. income tax on certain foreign earnings because we intend to indefinitely reinvest these earnings outside the U.S. We have begun expansion of operations outside of the U.S. and have plans for additional expansion for which we have incurred and will continue to incur capital requirements. We have considered ongoing capital requirements of the parent company in the U.S. |
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We have tax deductions from stock-based compensation that exceed the stock-based compensation recorded for such instruments. To the extent such excess tax benefits are ultimately realized, they will increase shareholders’ equity. We utilize the “with-and-without” approach in determining if and when such excess tax benefits are realized. Under this approach, excess tax benefits related to stock-based compensation are the last tax benefits to be realized. |
Earnings per share | Earnings per share |
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Basic earnings per share is computed by dividing net income attributable to common shares by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income attributable to common shares for the period by the weighted average number of common and potential common shares outstanding during the period. Potential common shares, comprising incremental common shares issuable upon the exercise of stock options and restricted stock awards are included in the calculation of diluted earnings per common share to the extent such shares are dilutive. |
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The following table sets forth the computation of basic and diluted net income per common share for the periods indicated (in thousands, except per share data): |
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| Three months ended March 31, | | | | | | | | | | | | | | | | | |
| 2015 | | 2014 | | | | | | | | | | | | | | | | | |
Net income attributable to stockholders of Overstock.com, Inc. | $ | 2,739 | | | $ | 3,970 | | | | | | | | | | | | | | | | | | |
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Net income per common share—basic: | | | | | | | | | | | | | | | | | | | | | | |
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Net income attributable to common shares—basic | 0.11 | | | 0.17 | | | | | | | | | | | | | | | | | | |
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Weighted average common shares outstanding—basic | 24,213 | | | 23,926 | | | | | | | | | | | | | | | | | | |
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Effect of dilutive securities: | | | | | | | | | | | | | | | | | | | | | | |
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Stock options and restricted stock awards | 177 | | | 413 | | | | | | | | | | | | | | | | | | |
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Weighted average common shares outstanding—diluted | 24,390 | | | 24,339 | | | | | | | | | | | | | | | | | | |
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Net income attributable to common shares—diluted | $ | 0.11 | | | $ | 0.16 | | | | | | | | | | | | | | | | | | |
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The following shares were excluded from the calculation of diluted shares outstanding as their effect would have been anti-dilutive (in thousands): |
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| Three months ended March 31, | | | | | | | | | | | | | | | | | | | |
| 2015 | | 2014 | | | | | | | | | | | | | | | | | | | |
Stock options and restricted stock units | 132 | | | 226 | | | | | | | | | | | | | | | | | | | | |
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