EX-99.1 2 ex991q219pressrelease.htm EXHIBIT 99.1 Exhibit



overstocklogoa07.jpg

Public Relations:
pr@overstock.com

Investor Relations:
ir@overstock.com


Overstock.com Reports Q2 2019 Results
Consolidated revenue of $374 million and pre-tax loss of $28 million;
Retail adjusted EBITDA of $1.6 million

SALT LAKE CITY - August 8, 2019 - Overstock.com, Inc. (NASDAQ:OSTK), a tech-driven online retailer and advancer of blockchain technology, today reported financial results for the quarter ended June 30, 2019.

Fellow Shareholders,

Our second quarter brought strong results for both our blockchain and retail businesses as we continue to innovate in both areas with our disruptive technologies.

tZERO, the crown jewel of our Medici Ventures keiretsu, continues to expand its lead over the competition in the field of security tokens (which we believe is the killer app of the blockchain revolution).

Most of Medici Ventures' keiretsu companies are generally progressing as planned, leading the effort to introduce blockchain products into the real world while focusing on the six areas we've identified as key components to building a technology stack for civilization.

Our retail business has returned to positive adjusted EBITDA for the first time since the second quarter of 2017 and shows no signs of stopping.

Finally, the recently announced shareholder dividend to be issued in shares of our Digital Voting Series A-1 Preferred Stock, OSTKO, has opened a wormhole that will further connect our retail, blockchain, and crypto universes.

I urge you to listen to the company's Q2 2019 Earnings Call for more context on each of the above points, and thank you, as always, for your continued support of our mutual business.

Respectfully,

Patrick M. Byrne
CEO and Founder
Overstock.com







Key metrics (Q2 2019 vs. Q2 2018):
•
Revenue: $373.7M vs. $483.1M (23% decrease);
•
Gross profit: $73.9M vs. $91.7M (19% decrease);
•
Gross margin: 19.8% vs. 19.0% (79 basis point increase);
•
Sales and marketing expense: $34.6M vs. $94.4M (63% decrease);
•
G&A/Technology expense: $65.1M vs. $63.9M (2% increase);
•
Pre-tax loss: $28.2M vs. $65.9M ($37.7M improvement);
◦
Pre-tax loss - Retail: $9.1M
◦
Pre-tax loss - tZERO: $10.0M
◦
Pre-tax loss - Other: $9.2M
•
Net loss*: $24.7M vs. $64.9M ($40.2M improvement);
•
Diluted net loss per share: $0.69/share vs. $2.20/share ($1.51/share improvement);
•
Adjusted EBITDA (non-GAAP financial measure): ($13.1M) vs. ($62.8M) ($49.7M improvement);
◦
Adjusted EBITDA - Retail: $1.6M
◦
Adjusted EBITDA - tZERO: ($8.7M)
◦
Adjusted EBITDA - Other: ($6.0M).

*Net loss refers to Net loss attributable to stockholders of Overstock.com, Inc.

We will hold a conference call and webcast to discuss our Q2 2019 financial results Thursday, August 8, 2019, at 4:30 p.m. ET.

Webcast information

To access the live webcast and presentation slides, go to http://investors.overstock.com. To listen to the conference call via telephone, dial (877) 673-5346 and enter conference ID 8197248 when prompted. Participants outside the U.S. or Canada who do not have Internet access should dial +1 (724) 498-4326 and enter the conference ID provided above.

A replay of the conference call will be available at http://investors.overstock.com starting two hours after the live call has ended. An audio replay of the webcast will be available via telephone starting at 7:30 p.m. ET on Thursday, August 8, 2019, through 7:30 p.m. ET on Thursday, August 22, 2019. To listen to the recorded webcast by phone, dial (855) 859-2056 and enter the conference ID provided above. Outside the U.S. or Canada, dial +1 (404) 537-3406 and enter the conference ID provided above.

Please email questions in advance of the call to ir@overstock.com.

Key financial and operating metrics:

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

Total net revenue - Total net revenue was $373.7 million and $483.1 million for Q2 2019 and 2018, respectively, a 23% decrease. This decrease was primarily due to decreased product sales that resulted from a significant reduction in sales and marketing activities, as described below, which was part of our effort to return to retail profitability. In January 2018, we shifted our retail strategy to aggressively pursue revenue growth and new customers with a large increase in sales and marketing expenses. We discontinued this strategy in August 2018 and have returned to a disciplined approach to marketing.

Gross profit - Gross profit was $73.9 million and $91.7 million for Q2 2019 and 2018, respectively, a 19% decrease, representing 19.8% and 19.0% gross margin for those respective periods. The decrease in gross profit was primarily due to the decrease in net revenue in the retail business. The increase in gross margin was primarily due to decreased product costs and decreased promotional activities,




including coupons and site sales, due to our driving a lower proportion of our sales using such promotions. These decreases in gross margin components were partially offset by increased freight costs.

Sales and marketing expenses - Sales and marketing expenses totaled $34.6 million and $94.4 million for Q2 2019 and 2018, respectively, a 63% decrease, representing 9.2% and 19.5% of total net revenue for those respective periods. This decrease in sales and marketing expenses was primarily due to our return to our historical focus on operational efficiency as we have shifted away from our aggressive retail marketing strategy from early 2018. As part of this effort, we significantly reduced spending in the sponsored search, display ads on social media, and television marketing channels.

Technology expenses - Technology expenses totaled $33.2 million and $32.4 million in Q2 2019 and 2018, respectively, a 2% increase, representing 8.9% and 6.7% of total revenue for those respective periods. The increase was primarily due to a $678,000 increase in technology licenses and maintenance costs.

General and administrative ("G&A") expenses - G&A expenses totaled $32.0 million and $31.4 million in Q2 2019 and 2018, respectively, a 2% increase, representing 8.6% and 6.5% of total revenue for those respective periods. The increase was primarily due to a $6.0 million decrease in cryptocurrency gains from our Q2 2018 sale of cryptocurrency received during the tZERO security token offering, with no similar activity in Q2 2019. In addition, we had a $1.0 million increase in staff-related expenses and a $722,000 increase in corporate insurance costs. These increases were partially offset by a $3.6 million decrease in legal fees, a $2.7 million decrease in consulting expenses, and a $1.2 million decrease in travel expenses.

Other income (expense), net - Other income (expense), net totaled ($3.0) million and $368,000 for Q2 2019 and 2018, respectively. The decrease was primarily due to a $3.7 million increase in non-cash losses on equity holdings and other assets.

Net cash used in operating activities - Net cash used in operating activities was $65.9 million and $70.6 million for the six months ended June 30, 2019 and 2018, respectively. The $4.7 million improvement was primarily due to decreased losses.

Free cash flow (a non-GAAP financial measure) - Free cash flow was ($76.4) million and ($83.3) million for the six months ended June 30, 2019 and 2018, respectively. The $6.9 million increase was due to a $4.7 million increase in operating cash flow and a $2.2 million decrease in capital expenditures.

Cash - We had cash and cash equivalents of $121.3 million and $141.5 million at June 30, 2019 and December 31, 2018, respectively. The decrease was primarily due to funding of operating losses, partially offset by $52.1 million net proceeds received from an "at-the-market" offering during the first half of 2019.

Non-GAAP Financial Presentation
We are providing certain non-GAAP financial measures in this release because we believe that these figures are helpful in allowing investors to more accurately assess the ongoing nature of our operations and measure our performance more consistently across periods. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. The tables at the end of this release provide reconciliations of these non-GAAP items to the most nearly equivalent GAAP measures, our rationale and a discussion of the limitations of these non-GAAP measures.

About Overstock.com
Overstock.com, Inc Common Shares (NASDAQ:OSTK) / Digital Voting Series A-1 Preferred Stock (Medici Ventures’ tZERO platform:OSTKO) / Series B Preferred (OTCQX:OSTBP) is an online retailer and technology company based in Salt Lake City, Utah. It’s leading e-commerce website sells a broad range of new products at low prices, including furniture, décor, rugs, bedding, home improvement, and more. The online shopping site, which is visited by nearly 40 million customers a month, also




features a marketplace providing customers access to millions of products from third-party sellers. Overstock was the first major retailer to accept cryptocurrency in 2014, and in the same year founded Medici Ventures, its wholly-owned subsidiary developing and accelerating blockchain technologies to democratize capital, eliminate middlemen, and re-humanize commerce. Overstock regularly posts information about the company and other related matters on the Newsroom and Investor Relations pages on its website, Overstock.com.

# # #

O, Overstock.com, O.com, Club O, Main Street Revolution, and Worldstock are registered trademarks of Overstock.com, Inc. O.biz and Space Shift are also trademarks of Overstock.com, Inc. Other service marks, trademarks and trade names which may be referred to herein are the property of their respective owners.


This press release and the August 8, 2019 conference call and webcast to discuss our financial results may contain forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include all statements other than statements of historical fact, including forecasts of trends. These forward-looking statements are inherently difficult to predict. Actual results could differ materially for a variety of reasons, including the amount and timing of our capital expenditures, the significant increases in our marketing expenditures in the first half of 2018 and the subsequent reduction of those expenditures, the results of our ongoing review of strategic initiatives including the possible sale of our e-commerce business, adverse tax, regulatory or legal developments, competition, and any inability to raise capital or borrow funds in a timely manner or on acceptable terms. Other risks and uncertainties include, among others, the risks of the businesses Medici Ventures and tZERO are pursuing, including whether tZERO's joint venture with Box Digital Markets, LLC, will be able to achieve its objectives, the effects of key business personnel moving from our retail business to our Medici Ventures and tZERO businesses, our continually evolving business model, and difficulties we may have with our infrastructure, our fulfillment partners or our payment processors, including cyber-attacks or data breaches affecting us or any of them, and difficulties we may have with our search engine optimization results. More information about factors that could potentially affect our financial results are included in our Form 10-K for the year ended December 31, 2018, our Form 10-Q for the quarter ended March 31, 2019, and our Form 10-Q for the quarter ended June 30, 2019, which were filed with the Securities and Exchange Commission on March 18, 2019, May 9, 2019, and August 8, 2019, respectively, and in our subsequent filings with the Securities and Exchange Commission. The Form 10-K, 10-Q's, and our subsequent filings with the Securities and Exchange Commission identify important factors that could cause our actual results to differ materially from those contained in or contemplated by our projections, estimates and other forward-looking statements.




Overstock.com, Inc.
Consolidated Balance Sheets (Unaudited)
(in thousands)
 
June 30,
2019
 
December 31,
2018
Assets
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
121,294

 
$
141,512

Restricted cash
2,313

 
1,302

Accounts receivable, net
23,635

 
35,930

Inventories, net
11,877

 
14,108

Prepaids and other current assets
19,513

 
22,415

Total current assets
178,632

 
215,267

Property and equipment, net
131,633

 
134,687

Intangible assets, net
15,474

 
13,370

Goodwill
27,120

 
22,895

Equity securities
43,757

 
60,427

Operating lease right-of-use assets
45,066

 
—

Other long-term assets, net
7,492

 
14,573

Total assets
$
449,174

 
$
461,219

Liabilities and Stockholders' Equity
 

 
 

Current liabilities:
 

 
 

Accounts payable
$
70,857

 
$
102,574

Accrued liabilities
82,710

 
87,858

Deferred revenue
40,950

 
50,578

Operating lease liabilities, current
5,731

 
—

Short-term debt
3,108

 
—

Other current liabilities
486

 
476

Total current liabilities
203,842

 
241,486

Long-term debt, net
—

 
3,069

Operating lease liabilities, non-current
44,105

 
—

Deferred tax liabilities, long-term
—

 
—

Other long-term liabilities
2,147

 
5,958

Total liabilities
250,094

 
250,513

Stockholders' equity:
 

 
 

Preferred stock, $0.0001 par value, authorized shares - 5,000
 

 
 

Series A, issued and outstanding - 3 and 127
—

 
—

Series A-1, issued and outstanding - 123 and 0
—

 
—

Series B, issued and outstanding - 356 and 355
—

 
—

Common stock, $0.0001 par value, authorized shares - 100,000
 

 
 

Issued shares - 38,561 and 35,346
 

 
 

Outstanding shares - 35,239 and 32,146
3

 
3

Additional paid-in capital
719,010

 
657,981

Accumulated deficit
(522,397
)
 
(458,897
)
Accumulated other comprehensive loss
(576
)
 
(584
)
Treasury stock at cost - 3,322 and 3,200
(68,746
)
 
(66,757
)
Equity attributable to stockholders of Overstock.com, Inc.
127,294

 
131,746

Equity attributable to noncontrolling interests
71,786

 
78,960

Total stockholders' equity
199,080

 
210,706

Total liabilities and stockholders' equity
$
449,174

 
$
461,219






Overstock.com, Inc.
Consolidated Statements of Operations (Unaudited)
(in thousands, except per share data)
 
Three months ended
June 30,
 
Six months ended
June 30,
 
2019
 
2018
 
2019
 
2018
Revenue, net
 

 
 

 
 

 
 

Retail
$
367,475

 
$
477,683

 
$
730,100

 
$
917,679

Other
6,234

 
5,450

 
11,338

 
10,785

Total net revenue
373,709

 
483,133

 
741,438

 
928,464

Cost of goods sold
 

 
 

 
 

 
 

Retail
294,984

 
387,252

 
585,624

 
734,832

Other
4,826

 
4,138

 
8,791

 
8,020

Total cost of goods sold
299,810

 
391,390

 
594,415

 
742,852

Gross profit
73,899

 
91,743

 
147,023

 
185,612

Operating expenses:
 

 
 

 
 

 
 

Sales and marketing
34,560

 
94,416

 
68,037

 
171,630

Technology
33,153

 
32,423

 
68,586

 
63,717

General and administrative
31,964

 
31,440

 
72,196

 
71,195

Total operating expenses
99,677

 
158,279

 
208,819

 
306,542

Operating loss
(25,778
)
 
(66,536
)
 
(61,796
)
 
(120,930
)
Interest income
630

 
620

 
1,033

 
1,164

Interest expense
(105
)
 
(395
)
 
(232
)
 
(1,269
)
Other income (expense), net
(2,995
)
 
368

 
(9,267
)
 
359

Loss before income taxes
(28,248
)
 
(65,943
)
 
(70,262
)
 
(120,676
)
Provision (benefit) from income taxes
(622
)
 
(27
)
 
256

 
(304
)
Net loss
$
(27,626
)
 
$
(65,916
)
 
$
(70,518
)
 
$
(120,372
)
Less: Net loss attributable to noncontrolling interests
(2,945
)
 
(1,005
)
 
(6,593
)
 
(4,552
)
Net loss attributable to stockholders of Overstock.com, Inc.
$
(24,681
)
 
$
(64,911
)
 
$
(63,925
)
 
$
(115,820
)
Net loss per common share—basic:
 

 
 

 
 

 
 

Net loss attributable to common shares—basic
$
(0.69
)
 
$
(2.20
)
 
$
(1.85
)
 
$
(3.94
)
Weighted average common shares outstanding—basic
35,225

 
28,903

 
33,806

 
28,736

Net loss per common share—diluted:
 

 
 

 
 

 
 

Net loss attributable to common shares—diluted
$
(0.69
)
 
$
(2.20
)
 
$
(1.85
)
 
$
(3.94
)
Weighted average common shares outstanding—diluted
35,225

 
28,903

 
33,806

 
28,736






Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
 
Six months ended
June 30,
 
2019
 
2018
Cash flows from operating activities:
 

 
 

Net loss
$
(70,518
)
 
$
(120,372
)
Adjustments to reconcile net loss to net cash used in operating activities:
 

 
 

Depreciation of property and equipment
12,914

 
12,983

Amortization of intangible assets
2,604

 
2,051

Amortization of right-of-use assets
2,992

 
—

Stock-based compensation to employees and directors
9,156

 
9,408

Deferred income taxes, net
102

 
(298
)
Gain on sale of cryptocurrencies
(128
)
 
(8,348
)
Impairment of cryptocurrencies
318

 
9,491

Impairment of equity securities
4,214

 
—

Losses on equity method securities
3,058

 
1,381

Other non-cash adjustments
1,068

 
(1,707
)
Changes in operating assets and liabilities, net of acquisitions:
 

 
 

Accounts receivable, net
12,295

 
1,882

Inventories, net
2,231

 
120

Prepaids and other current assets
3,311

 
(7,680
)
Other long-term assets, net
(547
)
 
(3,827
)
Accounts payable
(31,722
)
 
6,686

Accrued liabilities
(5,317
)
 
26,911

Deferred revenue
(9,628
)
 
1,216

Operating lease liabilities
(2,340
)
 
—

Other long-term liabilities
85

 
(476
)
Net cash used in operating activities
(65,852
)
 
(70,579
)
Cash flows from investing activities:
 

 
 

Purchase of intangible assets
—

 
(9,241
)
Purchase of equity securities
(2,500
)
 
(29,570
)
Proceeds from sale of equity securities
7,082

 
—

Disbursement of notes receivable
(2,000
)
 
(200
)
Acquisitions of businesses, net of cash acquired
4,886

 
(12,912
)
Expenditures for property and equipment
(10,586
)
 
(12,749
)
Other investing activities, net
3

 
22

Net cash used in investing activities
(3,115
)
 
(64,650
)
Cash flows from financing activities:
 

 
 

Payments on long-term debt
—

 
(40,000
)
Proceeds from issuance and exercise of stock warrants
—

 
50,587

Proceeds from security token offering, net of offering costs and withdrawals
—

 
78,442

Proceeds from sale of common stock, net of offering costs
52,112

 
—

Payments of taxes withheld upon vesting of restricted stock
(1,346
)
 
(4,526
)
Other financing activities, net
(1,006
)
 
(248
)
Net cash provided by financing activities
49,760

 
84,255

Net increase (decrease) in cash, cash equivalents and restricted cash
(19,207
)
 
(50,974
)
Cash, cash equivalents and restricted cash, beginning of period
142,814

 
203,670

Cash, cash equivalents and restricted cash, end of period
$
123,607

 
$
152,696


Continued on the following page




Overstock.com, Inc.
Consolidated Statements of Cash Flows (Unaudited)
(Continued)
(in thousands)
 
Six months ended
June 30,
 
2019
 
2018
Supplemental disclosures of cash flow information:
 

 
 

Cash paid during the period:
 

 
 

Interest paid, net of amounts capitalized
$
173

 
$
1,113

Income taxes paid (refunded), net
(469
)
 
7

Non-cash investing and financing activities:
 

 
 

Property and equipment financed through accounts payable and accrued liabilities
$
43

 
$
735

Acquisition of assets through stock issuance
—

 
2,930

Common stock repurchased through business combination
643

 
—

Note receivable converted to equity security
359

 
200

Deposit applied to business combination purchase price
7,347

 
—

Equity method security applied to business combination purchase price
3,800

 
—

Recognition of right-of-use assets upon adoption of ASC 842
30,968

 
—







Segment Financial Information

Segment information has been prepared in accordance with ASC Topic 280 Segment Reporting. We determined our segments based on how we manage our business. In the fourth quarter of 2018, we completed our review of our segment reporting and in light of a strategic shift in our Chief Operating Decision Maker's long-term strategic focus for our organization, we no longer consider the split of retail direct and retail partner as a distinct and relevant measure of our business. Accordingly, Direct and Partner are no longer considered separate reportable segments but are included under Retail in our Business Segment disclosures. Beginning in the first quarter of 2019, we began allocating corporate support costs (administrative functions such as finance, human resources, and legal) to our operating segments based on their estimated usage and based on how we manage our business. Comparative prior year information has not been recast and as a result our corporate support costs for those comparative prior periods remain allocated to our Retail segment. Our Medici business includes one reportable segment, tZERO. We use pre-tax net income (loss) as the measure to determine our reportable segments. As a result, the remainder of our Medici business is not significant as compared to our Retail and tZERO segments. Our Other segment consists of Medici Ventures' remaining operations and the remainder of our unallocated corporate support costs (administrative functions such as finance, human resources, and legal).

Our Retail segment primarily consists of amounts earned through e-commerce sales through our Website, excluding intercompany transactions eliminated in consolidation. 

Our tZERO segment primarily consists of amounts earned through securities transactions through our broker-dealers and costs incurred to execute our tZERO business initiatives, excluding intercompany transactions eliminated in consolidation.





The following table summarizes information about reportable segments and includes a reconciliation to consolidated net loss (in thousands):

 
Three months ended June 30,
 
Retail
 
tZERO
 
Other
 
Total
2019
 
 
 
 
 
 
 

Revenue, net
$
367,475

 
$
5,551

 
$
683

 
$
373,709

Cost of goods sold
294,984

 
4,143

 
683

 
299,810

Gross profit
$
72,491

 
$
1,408

 
$
—

 
$
73,899

Operating expenses (1)
81,596

 
11,743

 
6,338

 
99,677

Interest and other income (expense), net
40

 
340

 
(2,850
)
 
(2,470
)
Pre-tax loss
$
(9,065
)
 
$
(9,995
)
 
$
(9,188
)
 
(28,248
)
Benefit from income taxes


 
 
 


 
(622
)
Net loss
 
 
 
 
 
 
$
(27,626
)
 
 
 
 
 
 
 
 
2018
 
 
 
 
 
 
 

Revenue, net
$
477,683

 
$
4,890

 
$
560

 
$
483,133

Cost of goods sold
387,252

 
3,578

 
560

 
391,390

Gross profit
$
90,431

 
$
1,312

 
$
—

 
$
91,743

Operating expenses
149,437

 
5,927

 
2,915

 
158,279

Interest and other income (expense), net
1,624

 
(36
)
 
(995
)
 
593

Pre-tax loss
$
(57,382
)
 
$
(4,651
)
 
$
(3,910
)
 
(65,943
)
Benefit from income taxes


 
 
 


 
(27
)
Net loss
 
 
 
 
 
 
$
(65,916
)
 
Six months ended June 30,
 
Retail
 
tZERO
 
Other
 
Total
2019
 
 
 
 
 
 
 

Revenue, net
$
730,100

 
$
10,047

 
$
1,291

 
$
741,438

Cost of goods sold
585,624

 
7,500

 
1,291

 
594,415

Gross profit
$
144,476

 
$
2,547

 
$
—

 
$
147,023

Operating expenses (1)
166,929

 
27,297

 
14,593

 
208,819

Interest and other income (expense), net
175

 
(623
)
 
(8,018
)
 
(8,466
)
Pre-tax loss
$
(22,278
)
 
$
(25,373
)
 
$
(22,611
)
 
$
(70,262
)
Benefit from income taxes
 
 
 
 
 
 
256

Net loss
 
 
 
 
 
 
$
(70,518
)
 
 
 
 
 
`

 
 
2018
 
 
 
 
 
 
 

Revenue, net
$
917,679

 
$
9,742

 
$
1,043

 
$
928,464

Cost of goods sold
734,832

 
6,977

 
1,043

 
742,852

Gross profit
$
182,847

 
$
2,765

 
$
—

 
$
185,612

Operating expenses
274,969

 
25,886

 
5,687

 
306,542

Interest and other income (expense), net
1,169

 
417

 
(1,332
)
 
254

Pre-tax loss
$
(90,953
)
 
$
(22,704
)
 
$
(7,019
)
 
(120,676
)
Benefit from income taxes
 
 
 
 
 
 
(304
)
Net loss
 
 
 
 
 
 
$
(120,372
)

__________________________________________
(1)
Corporate support costs for three months ended June 30, 2019 have been allocated $9.4 million, $1.3 million, and $2.7 million to Retail, tZERO, and Other, respectively. Unallocated corporate support costs of $1.3 million are included in Other. Corporate support costs for the six months ended June 30, 2019 have been allocated $22.0 million, $3.1 million, and $6.3 million to Retail, tZERO, and Other, respectively. Unallocated corporate support costs of $3.1 million are included in Other.




Non-GAAP Financial Measure Reconciliations


Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that is calculated as net income (loss) before depreciation and amortization, stock-based compensation, interest and other income (expense), provision (benefit) for income taxes, and special items. We have included Adjusted EBITDA in this earnings release because it reflects an additional way of viewing the operating performance at both the consolidated and segment level that is used internally in analyzing our financial results and that we believe is useful to investors as a supplement to GAAP measures in evaluating our ongoing operational performance. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis. Exclusion of items in the non-GAAP presentation should not be construed as an inference that these items are unusual, infrequent or non-recurring. We have provided a reconciliation below of our segment and consolidated Adjusted EBITDA to net income (loss), the most directly comparable GAAP financial measure.

Adjusted EBITDA is used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure. Adjusted EBITDA has limitations such as: 
    
•
Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;
•
Adjusted EBITDA does not reflect stock-based compensation and related taxes;
•
Adjusted EBITDA does not reflect adjustments related to the carrying values of our equity interests in unconsolidated entities;
•
Adjusted EBITDA does not reflect interest expenses associated with our borrowings;
•
Adjusted EBITDA does not reflect income tax payments that may represent a reduction in cash available to us;
•
Adjusted EBITDA does not reflect changes in our working capital; and
•
Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure.





The following table reflects the reconciliation of Adjusted EBITDA to net income (loss) for each of the periods indicated (in thousands):

 
Three months ended June 30,
 
2019
 
2018
Adjusted EBITDA
 
 
 
Retail
$
1,581

 
$
(50,149
)
tZERO
(8,729
)
 
(9,577
)
Other
(5,995
)
 
(3,118
)
Adjusted EBITDA
(13,143
)
 
(62,844
)
Less: Special items (see table below)
—

 
(6,816
)
Less: Depreciation and amortization
7,464

 
7,535

Less: Stock-based compensation
5,171

 
2,973

Less: Interest (income) expense, net
(525
)
 
(225
)
Less: Other income (expense), net (1)
2,995

 
(368
)
Less: Provision (benefit) for income taxes
(622
)
 
(27
)
Net loss
$
(27,626
)
 
$
(65,916
)
 


 


Special items:


 


Cryptocurrency impairments and gains on sale, net
—

 
(6,816
)
 
$
—

 
$
(6,816
)
__________________________________________
(1)
Other income (expense), net for the three months ended June 30, 2019 includes $3.7 million of non-cash losses on equity holdings and other assets.


Six months ended June 30,
 
2019
 
2018
Adjusted EBITDA
 
 
 
Retail
$
(876
)
 
$
(74,521
)
tZERO
(21,937
)
 
(13,959
)
Other
(13,992
)
 
(4,954
)
Adjusted EBITDA
(36,805
)
 
(93,434
)
Less: Special items (see table below)
1,757

 
3,054

Less: Depreciation and amortization
14,078

 
15,034

Less: Stock-based compensation
9,156

 
9,408

Less: Interest (income) expense, net
(801
)
 
105

Less: Other income (expense), net (1)
9,267

 
(359
)
Less: Provision (benefit) for income taxes
256

 
(304
)
Net loss
$
(70,518
)
 
$
(120,372
)
 


 


Special items:


 


Cryptocurrency impairments and gains on sale, net
$
—

 
$
443

Special legal expenses (2)
—

 
1,011

Severance
1,757

 
1,600

 
$
1,757

 
$
3,054

__________________________________________
(1)
Other income (expense), net for the six months ended June 30, 2019 includes $10.1 million of non-cash losses on equity holdings and other assets.
(2)
Special legal expenses include legal fees associated with pursuing our strategic alternatives.







Free Cash Flow

Free cash flow is a non-GAAP financial measure that reflects an additional way of viewing our cash flows and liquidity that, when viewed with our GAAP results, provides a more complete understanding of factors and trends affecting our cash flows and liquidity. Free cash flow, which we reconcile below to "Net cash provided by (used in) operating activities," the nearest GAAP financial measure, is net cash provided by (used in) operating activities reduced by "Expenditures for fixed assets, including internal-use software and website development." We believe that net cash provided by (used in) operating activities is an important measure, since it includes both the cash impact of the continuing operations of the business and changes in the balance sheet that impact cash. We believe free cash flow is a useful measure to evaluate our business since purchases of fixed assets are a necessary component of ongoing operations and free cash flow measures the amount of cash we have available for mandatory debt service and financing obligations, changes in our capital structure, and future investments after purchases of fixed assets. Free cash flow measures have limitations as they omit certain components of the overall consolidated statement of cash flows and do not represent the residual cash flow available for discretionary expenditures. Free cash flow should not be considered a substitute for net income or cash flow data prepared in accordance with GAAP and may not be comparable to similarly titled measures used by other companies. Therefore, we believe it is important to view free cash flow as a complement to our entire consolidated statements of cash flows as reconciled below (in thousands):

 
Six months ended June 30,
 
2019
 
2018
Net cash used in operating activities
$
(65,852
)
 
$
(70,579
)
Expenditures for property and equipment
(10,586
)
 
(12,749
)
Free cash flow
$
(76,438
)
 
$
(83,328
)


Contribution and Contribution Margin

Contribution and contribution margin (non-GAAP financial measures, which we reconcile to "Gross Profit" in our consolidated statement of operations) consist of gross profit less sales and marketing expense and reflects an additional way of viewing our results. Contribution margin is contribution as a percentage of total net revenue. We believe contribution and contribution margin provide management and users of the financial statements information about our ability to cover our operating costs, such as technology and general and administrative expenses, while reflecting the selling costs we incurred to generate our revenues. Contribution and contribution margin are used in addition to and in conjunction with results presented in accordance with GAAP and should not be relied upon to the exclusion of GAAP financial measures. The material limitation associated with the use of contribution is that it is an incomplete measure of profitability as it does not include all operating expenses or all non-operating income and expenses. You should review our financial statements and publicly-filed reports in their entirety and not rely on any single financial measure.





Our calculation of our contribution and contribution margin is set forth below (in thousands):

 
Three months ended June 30,
 
Retail
 
tZERO & Other
 
Total
2019
 
 
 
 


Total net revenue
$
367,475

 
$
6,234

 
$
373,709

Cost of goods sold
294,984

 
4,826

 
299,810

Gross profit
72,491

 
1,408

 
73,899

Less: Sales and marketing expense
33,947

 
613

 
34,560

Contribution
$
38,544

 
$
795

 
$
39,339

Contribution margin
10.5
 %
 
12.8
%
 
10.5
 %
 
 
 
 
 
 
2018
 
 
 
 
 

Total net revenue
$
477,683

 
$
5,450

 
$
483,133

Cost of goods sold
387,252

 
4,138

 
391,390

Gross profit
90,431

 
1,312

 
91,743

Less: Sales and marketing expense
93,747

 
669

 
94,416

Contribution
$
(3,316
)
 
$
643

 
$
(2,673
)
Contribution margin
(0.7
)%
 
11.8
%
 
(0.6
)%

 
Six months ended June 30,
 
Retail
 
tZERO & Other
 
Total
2019
 
 
 
 
 
Total net revenue
$
730,100

 
$
11,338

 
$
741,438

Cost of goods sold
585,624

 
8,791

 
594,415

Gross profit
144,476

 
2,547

 
147,023

Less: Sales and marketing expense
66,878

 
1,159

 
68,037

Contribution
$
77,598

 
$
1,388

 
$
78,986

Contribution margin
10.6
%
 
12.2
 %
 
10.7
%
 
 
 
 
 
 
2018
 
 
 
 
 

Total net revenue
$
917,679

 
$
10,785

 
$
928,464

Cost of goods sold
734,832

 
8,020

 
742,852

Gross profit
182,847

 
2,765

 
185,612

Less: Sales and marketing expense
167,663

 
3,967

 
171,630

Contribution
$
15,184

 
$
(1,202
)
 
$
13,982

Contribution margin
1.7
%
 
(11.1
)%
 
1.5
%