Overstock.com 2009 Annual Report Download - page 78

Table of Contents
Shelf Registration
In April 2005, we filed a registration statement with the Securities and Exchange Commission using a "shelf" registration or continuous offering process.
On May 1, 2006, we issued approximately 1,042,000 shares of common stock for net proceeds of approximately $25.0 million. Additionally, on
December 12, 2006, we issued approximately 2,734,000 shares for net proceeds of approximately $39.4 million. We did not issue any shares of common
stock under the shelf registration statement during the years ended December 31, 2007, 2008 or 2009. During 2008, we filed a new shelf registration statement
with the Securities and Exchange Commission, which was declared effective on December 5, 2008. The new shelf registration statement registers offerings of
our securities in an aggregate amount of up to $500.0 million. However, as a result of our inability to timely file a Quarterly Report on Form 10-Q for the
quarter ended September 30, 2009 containing financial statements reviewed by an independent registered public accounting firm in accordance with
applicable requirements, our shelf registration statement is currently unavailable to us.
Contractual obligations and commitments
The following table summarizes our contractual obligations as of December 31, 2009 and the effect such obligations and commitments are expected to
have on our liquidity and cash flow in future periods (in thousands):
Payments Due by Period
Contractual Obligations 2010 2011 2012 2013 2014 Thereafter Total
Long-term debt arrangements $ — $59,994 $ — $ — $ — $ — $ 59,994
Interest on long-term debt 2,250 2,250 — — — — 4,500
Capital lease obligations 646 793 116 1,555
Operating leases 8,534 8,490 7,948 7,305 7,499 7,264 47,040
Purchase obligations 13,906 517 — — — — 14,423
Line of credit — — — — — — —
Toal contractual cash obligations $25,336 $72,044 $8,064 $7,305 $7,499 $ 7,264 $127,512
Amounts of Commitment Expiration Per Period
Other Commercial Commitments 2010 2011 2012 2012 2013 Thereafter Total
Letters of credit $ 2,580 $ — $ — $ — $ — $ — $ 2,580
Purchase Obligations. The amount of purchase obligations shown above is based on assumptions regarding the legal enforceability against us of
purchase orders we had outstanding at December 31, 2009. Under different assumptions regarding our rights to cancel our purchase orders or different
assumptions regarding the enforceability of the purchase orders under applicable law, the amount of purchase obligations shown in the table above would be
less.
Borrowings
Wells Fargo Credit Agreement. We had a credit agreement (as amended to date, the "Credit Agreement") with Wells Fargo Bank, National Association
("Wells Fargo"). The Credit Agreement provided a revolving line of credit to us of up to $30.0 million which we use primarily to obtain letters of credit to
support inventory purchases. Interest on borrowings is payable monthly and accrued at either (i) 1.0% above LIBOR in effect on the first day of an applicable
fixed rate term, or (ii) at a fluctuating rate per annum determined by the bank to be one half a percent (0.50%) above daily LIBOR in effect on each business
day a change in daily LIBOR is announced by the bank.
75