e10vq
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 30, 2008
OR
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o |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 000-50763
BLUE NILE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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91-1963165 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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705 Fifth Avenue South, Suite 900, Seattle, Washington
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98104 |
(Address of principal executive offices)
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(Zip code) |
(206) 336-6700
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer or a smaller reporting company. See the definitions of
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer þ
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company o |
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(do not check if a smaller reporting company) |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o No þ
As of April 25, 2008 the registrant had 15,007,908 shares of common stock outstanding.
Cautionary Note Regarding Forward-Looking Statements
This quarterly report on Form 10-Q contains forward-looking statements that involve many risks and
uncertainties. These statements, which relate to future events and our future performance, are
based on current expectations, estimates, forecasts and projections about the industries in which
we operate and the beliefs and assumptions of management as of the date of this filing. In some
cases, you can identify forward-looking statements by terms such as would, could, may,
will, should, expect, intend, plan, anticipate, believe, estimate, predict,
potential, targets, seek, or continue, the negative of these terms or other variations of
such terms. In addition, any statements that refer to projections of our future financial
performance, our anticipated growth and trends in our business and other characterizations of
future events or circumstances, are forward-looking statements. These statements are only
predictions based upon assumptions made that are believed to be reasonable at the time, and are
subject to risk and uncertainties. Therefore, actual events or results may differ materially and
adversely from those expressed in any forward-looking statement. In evaluating these statements,
you should specifically consider the risks described under the caption Item 1A Risk Factors and
elsewhere in this quarterly report on Form 10-Q. These factors, and other factors, may cause our
actual results to differ materially from any forward-looking statement. Except as required by law,
we undertake no obligation to publicly update or revise any forward-looking statement, whether as a
result of new information, future events or otherwise.
2
BLUE NILE, INC.
QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED MARCH 30, 2008
INDEX
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BLUE NILE, INC.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except par value)
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March 30, |
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December 30, |
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2008 |
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2007 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
42,726 |
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$ |
122,793 |
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Trade accounts receivable |
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1,334 |
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2,452 |
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Other accounts receivable |
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582 |
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1,124 |
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Inventories |
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19,486 |
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20,906 |
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Deferred income taxes |
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468 |
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799 |
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Prepaids and other current assets |
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856 |
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1,072 |
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Total current assets |
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65,452 |
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149,146 |
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Property and equipment, net |
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7,676 |
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7,601 |
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Intangible assets, net |
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278 |
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286 |
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Deferred income taxes |
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4,030 |
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3,489 |
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Other assets |
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64 |
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64 |
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Total assets |
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$ |
77,500 |
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$ |
160,586 |
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LIABILITIES AND STOCKHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
44,166 |
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$ |
85,866 |
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Accrued liabilities |
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5,051 |
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9,549 |
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Current portion of long-term financing obligation |
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39 |
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38 |
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Current portion of deferred rent |
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223 |
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238 |
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Total current liabilities |
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49,479 |
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95,691 |
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Long-term financing obligation, less current portion |
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870 |
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880 |
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Deferred rent, less current portion |
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521 |
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538 |
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Stockholders equity: |
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Preferred stock, $0.001 par value; 5,000 shares authorized, none issued and
outstanding |
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Common
stock, $0.001 par value; 300,000 shares authorized;
19,536 shares and 19,513 shares issued, respectively;
15,005 shares and 15,973 shares outstanding, respectively |
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20 |
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20 |
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Additional paid-in capital |
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136,340 |
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134,207 |
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Deferred compensation |
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(3 |
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Accumulated other comprehensive income |
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185 |
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75 |
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Retained earnings |
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27,140 |
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24,569 |
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Treasury stock, at cost; 4,531 shares and 3,540 shares outstanding, respectively |
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(137,055 |
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(95,391 |
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Total stockholders equity |
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26,630 |
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63,477 |
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Total liabilities and stockholders equity |
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$ |
77,500 |
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$ |
160,586 |
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The accompanying notes are an integral part of these condensed consolidated financial statements
4
BLUE NILE, INC.
Condensed Consolidated Statements of Operations
(unaudited)
(in thousands, except per share data)
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Quarter Ended |
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March 30, |
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April 1, |
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2008 |
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2007 |
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Net sales |
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$ |
70,460 |
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$ |
67,910 |
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Cost of sales |
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56,536 |
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54,661 |
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Gross profit |
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13,924 |
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13,249 |
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Selling, general and administrative expenses |
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10,898 |
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9,564 |
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Operating income |
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3,026 |
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3,685 |
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Other income, net: |
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Interest income, net |
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835 |
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973 |
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Other income |
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91 |
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203 |
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Total other income, net |
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926 |
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1,176 |
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Income before income taxes |
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3,952 |
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4,861 |
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Income tax expense |
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1,381 |
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1,698 |
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Net income |
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$ |
2,571 |
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$ |
3,163 |
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Basic net income per share |
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$ |
0.16 |
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$ |
0.20 |
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Diluted net income per share |
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$ |
0.16 |
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$ |
0.19 |
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The accompanying notes are an integral part of these condensed consolidated financial
statements
5
BLUE NILE, INC.
Condensed Consolidated Statement of Changes in Stockholders Equity
(unaudited)
(in thousands)
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Accumulated |
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Additional |
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Deferred |
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Other |
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Total |
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Common Stock |
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Paid-in |
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Stock |
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Retained |
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Comprehensive |
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Treasury Stock |
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Stockholders |
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Shares |
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Amount |
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Capital |
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Compensation |
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Earnings |
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Income |
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Shares |
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Amount |
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Equity |
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Balance, December 30, 2007 |
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19,513 |
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$ |
20 |
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$ |
134,207 |
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$ |
(3 |
) |
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$ |
24,569 |
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$ |
75 |
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(3,540 |
) |
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$ |
(95,391 |
) |
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$ |
63,477 |
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Net income |
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2,571 |
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2,571 |
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Other comprehensive income: |
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Foreign currency translation
adjustment |
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110 |
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110 |
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Total comprehensive income |
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2,681 |
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Tax benefit from exercise of stock
options |
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76 |
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76 |
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Amortization of deferred stock
compensation |
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3 |
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3 |
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Exercise of common stock options |
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23 |
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257 |
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257 |
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Issuance of common stock to directors |
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30 |
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30 |
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Stock-based compensation |
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1,770 |
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1,770 |
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Repurchase of common stock |
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(991 |
) |
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(41,664 |
) |
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(41,664 |
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Balance, March 30, 2008 |
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19,536 |
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$ |
20 |
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$ |
136,340 |
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$ |
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$ |
27,140 |
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$ |
185 |
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(4,531 |
) |
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$ |
(137,055 |
) |
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$ |
26,630 |
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The accompanying notes are an integral part of these condensed consolidated financial statements
6
BLUE NILE, INC.
Condensed Consolidated Statements of Cash Flows
(unaudited)
(in thousands)
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Quarter Ended |
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March 30, |
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April 1, |
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2008 |
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2007 |
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Operating activities: |
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Net income |
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$ |
2,571 |
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$ |
3,163 |
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Adjustments to reconcile net income to net cash
used in operating activities: |
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Depreciation and amortization |
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412 |
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391 |
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Loss on disposal of property and equipment |
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17 |
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Stock-based compensation |
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1,780 |
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1,304 |
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Deferred income taxes |
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(210 |
) |
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(459 |
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Tax benefit from exercise of stock options |
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76 |
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|
704 |
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Excess tax benefit from exercise of stock options |
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(9 |
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(48 |
) |
Changes in assets and liabilities: |
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Receivables |
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1,660 |
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|
396 |
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Inventories |
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1,420 |
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(876 |
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Prepaid expenses and other assets |
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225 |
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201 |
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Accounts payable |
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(41,700 |
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(28,425 |
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Accrued liabilities |
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(4,527 |
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(2,476 |
) |
Deferred rent and other |
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25 |
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(56 |
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Net cash used in operating activities |
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(38,260 |
) |
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(26,181 |
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Investing activities: |
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Purchases of property and equipment |
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(515 |
) |
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(193 |
) |
Proceeds from the sale of property and equipment |
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5 |
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Purchases of marketable securities |
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(20,094 |
) |
Proceeds from the maturity of marketable securities |
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10,000 |
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Net cash used in investing activities |
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|
(510 |
) |
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(10,287 |
) |
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Financing activities: |
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Repurchase of common stock |
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(41,664 |
) |
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(13,532 |
) |
Proceeds from stock option exercises |
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|
257 |
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|
656 |
|
Excess tax benefit from exercise of stock options |
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|
9 |
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48 |
|
Principal payments under long-term financing obligation |
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(9 |
) |
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Net cash used in financing activities |
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(41,407 |
) |
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(12,828 |
) |
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Effect of exchange rate changes on cash and cash
equivalents |
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110 |
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Net decrease in cash and cash equivalents |
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(80,067 |
) |
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(49,296 |
) |
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Cash and cash equivalents, beginning of period |
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122,793 |
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78,540 |
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Cash and cash equivalents, end of period |
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$ |
42,726 |
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$ |
29,244 |
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The accompanying notes are an integral part of these condensed consolidated financial statements
7
BLUE NILE, INC.
Notes to Condensed
Consolidated Financial Statements
(unaudited)
Note 1. Description of the Company and Summary of Significant Accounting Policies
The Company
Blue Nile, Inc. (the Company) is the leading online retailer of high quality diamonds and fine
jewelry in the United States. In addition to sales of diamonds, fine jewelry and watches, the
Company provides guidance and support to enable customers to more effectively learn about and
purchase diamonds as well as classically styled fine jewelry. The Company, a Delaware corporation
based in Seattle, Washington, was formed in March 1999. The Company maintains its primary website
at www.bluenile.com. The Company also operates the www.bluenile.co.uk and www.bluenile.ca websites.
Basis of Presentation
The
accompanying unaudited condensed consolidated financial statements should be read in conjunction with the
Notes to Consolidated Financial Statements contained in the Companys Annual Report on Form 10-K
filed for the year ended December 30, 2007 and filed with the Securities and Exchange Commission
(SEC) on February 27, 2008. The same accounting policies are followed for preparing quarterly and
annual financial statements. In the opinion of management, all adjustments necessary for the fair
presentation of the financial position, results of operations and cash flows for the interim period
have been included and are of a normal, recurring nature.
The financial information as of December 30, 2007 is derived from the Companys audited
consolidated financial statements and notes thereto for the fiscal year ended December 30, 2007,
included in Item 8 of the Annual Report on Form 10-K for the year ended December 30, 2007.
Due to a number of factors, including the seasonal nature of the retail industry and other factors
described in this report, quarterly results are not necessarily indicative of the results for the
full fiscal year or any other subsequent interim period.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Blue Nile, Inc. and its
wholly-owned subsidiaries, Blue Nile, LLC (LLC), Blue Nile Worldwide, Inc. (Worldwide) and Blue
Nile Jewellery, Ltd. (Jewellery). LLC and Worldwide are Delaware corporations located in Seattle,
Washington. Jewellery is an Irish limited company located in Ireland. All significant intercompany
transactions and balances are eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted
in the United States of America (GAAP) requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Some of the more significant estimates include the allowance
for sales returns and the estimated fair value of stock options granted. Actual results could
differ materially from those estimates.
Foreign Currency Translation
The assets and liabilities of Jewellery have been translated to U.S. dollars using the exchange
rates effective on the balance sheet date, while income and expense accounts are translated at the
average rates in effect during the periods presented. The resulting translation adjustments are
recorded in accumulated other comprehensive income.
Recent Accounting Pronouncements
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial
Accounting Standard (SFAS) No. 157, Fair Value Measurements (SFAS 157). SFAS 157 establishes
a common definition for fair value, establishes a framework for measuring fair value, and expands
disclosure about such fair value measurements. In January 2008, the FASB issued FSP FAS 157-2
delaying the effective date of SFAS 157 by one year for nonfinancial assets and nonfinancial
liabilities that are recognized or disclosed at fair value in the financial statements on a
nonrecurring basis. For these items, SFAS 157 will go into effect in fiscal years beginning after
November 15, 2008.
Adoption of the SFAS 157 provisions for financial assets in the quarter ended March 30, 2008 did
not have a material impact on consolidated results of operations or financial condition. The
Company will adopt the SFAS 157 provisions for nonfinancial assets in the first quarter of fiscal
2009 in accordance with FSP 157-2, and does not expect this statement to have a material impact on
its consolidated financial statements.
8
BLUE NILE, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159). SFAS 159 permits all entities to elect to measure certain
financial instruments and other items at fair value with changes in fair value reported in
earnings. The Company adopted SFAS 159 in the first quarter of 2008 and there was no material
impact on consolidated results of operations or financial condition.
Note 2. Stock-based Compensation
The Company accounts for stock-based compensation arrangements in accordance with the provisions of
FASB Statement No. 123R, Share-Based Payment (SFAS 123R). Stock options are granted at prices
equal to the fair market value of the Companys common stock on the date of grant. Stock-based
compensation is reduced for estimated forfeitures and compensation expense is recognized on a
straight-line basis over the requisite service period for each stock option grant. Stock options
granted generally provide for 25% vesting on the first anniversary of the date of grant, with the
remainder vesting monthly over three years, and expire 10 years from the date of grant. As of March
30, 2008, the Company had four stock option plans. Additional information regarding these plans is
disclosed in the Companys Annual Report on Form 10-K for the year ended December 30, 2007.
The fair value of each option on the date of grant is estimated using the Black-Scholes-Merton
option valuation model. The following weighted-average assumptions were used for the valuation of
options granted during the quarters ended March 30, 2008 and April 1, 2007:
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
March 30, |
|
April 1, |
|
|
2008 |
|
2007 |
Expected term |
|
4.0 years |
|
|
4.5 years |
|
Expected volatility |
|
|
46.6 |
% |
|
|
36.0 |
% |
Expected dividend yield |
|
|
0.0 |
% |
|
|
0.0 |
% |
Risk-free interest rate |
|
|
2.11 |
% |
|
|
4.68 |
% |
|
Estimated fair value per option granted |
|
$ |
17.21 |
|
|
$ |
14.85 |
|
The assumptions used to calculate the fair value of options granted are evaluated and revised, if
necessary, to reflect market conditions and the Companys experience.
9
BLUE NILE, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
A summary of stock option activity for the quarter ended March 30, 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted Average |
|
|
|
|
|
|
|
|
|
|
|
|
Remaining Contractual |
|
Aggregate |
|
|
Options |
|
Weighted Average |
|
Term |
|
Intrinsic Value |
|
|
(in thousands) |
|
Exercise Price |
|
(in years) |
|
(in thousands) |
Balance, December 30, 2007 |
|
|
2,037 |
|
|
$ |
32.84 |
|
|
|
|
|
|
|
|
|
Granted |
|
|
210 |
|
|
|
44.56 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
(23 |
) |
|
|
11.33 |
|
|
|
|
|
|
|
|
|
Cancelled |
|
|
(9 |
) |
|
|
49.66 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, March 30, 2008 |
|
|
2,215 |
|
|
$ |
34.10 |
|
|
|
7.20 |
|
|
$ |
50,735 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested and expected to
vest at March 30, 2008 |
|
|
2,009 |
|
|
$ |
32.72 |
|
|
|
7.09 |
|
|
$ |
48,033 |
|
Exercisable, March 30, 2008 |
|
|
1,225 |
|
|
$ |
21.29 |
|
|
|
6.23 |
|
|
$ |
38,926 |
|
The aggregate intrinsic value in the table above is before applicable income taxes and represents
the amount optionees would have received if all options had been exercised on the last business day
of the period indicated, based on the Companys closing stock price.
The total intrinsic value of options exercised during the quarter ended March 30, 2008 was $0.9
million. During the quarter ended March 30, 2008, the total fair value of options vested was $1.2
million. As of March 30, 2008, the Company had total unrecognized compensation costs related to
unvested stock options of $14.1 million. The Company expects to recognize this cost over a weighted
average period of 2.8 years.
Note 3. Inventories
Inventories are stated at cost and consist of the following (in thousands):
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 30, |
|
|
December 30, |
|
|
|
2008 |
|
|
2007 |
|
Loose diamonds |
|
$ |
733 |
|
|
$ |
690 |
|
Fine jewelry, watches and other |
|
|
18,753 |
|
|
|
20,216 |
|
|
|
|
|
|
|
|
|
|
$ |
19,486 |
|
|
$ |
20,906 |
|
|
|
|
|
|
|
|
Note 4. Net Income Per Share
Basic net income per share is based on the weighted average number of common shares outstanding.
Diluted net income per share is based on the weighted average number of common shares and common
share equivalents outstanding. Common share equivalents included in the computation represent
common shares issuable upon assumed exercise of outstanding stock options, except when the effect
of their inclusion would be antidilutive.
The following tables set forth the computation of basic and diluted net income per share (in
thousands, except per share data):
10
BLUE NILE, INC.
Notes to Condensed Consolidated Financial Statements
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
March 30, |
|
|
April 1, |
|
|
|
2008 |
|
|
2007 |
|
Net income |
|
$ |
2,571 |
|
|
$ |
3,163 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
15,601 |
|
|
|
15,874 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.16 |
|
|
$ |
0.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options |
|
|
674 |
|
|
|
671 |
|
|
|
|
|
|
|
|
Common stock and common stock equivalents |
|
|
16,275 |
|
|
|
16,545 |
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.16 |
|
|
$ |
0.19 |
|
|
|
|
|
|
|
|
For the quarter ended March 30, 2008, there were 398,833 stock option shares excluded from the
computation of net income per diluted share due to their antidilutive effect. For the quarter ended
April 1, 2007, there were 573,696 stock option shares excluded from the computation of net income
per diluted share due to their antidilutive effect.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
The following discussion should be read in conjunction with our consolidated financial statements
and the related notes contained elsewhere in this quarterly report on Form 10-Q and the Annual
Report on Form 10-K filed for our fiscal year ended December 30, 2007.
Management
Overview
We are the leading online retailer of high quality diamonds and fine
jewelry. We showcase thousands of independently certified diamonds
and fine jewelry on our websites at www.bluenile.com,
www.bluenile.ca, www.bluenile.co.uk, and we ship our
products to more than 25 countries across the globe.
We have a capital-efficient business model that enables us to
eliminate much of the costs associated with carrying diamond
inventory. Generally, we purchase diamonds on a just in
time basis from our suppliers when a customer places an order
for a specific diamond. We then assemble the customized diamond
jewelry to our customer's specifications and deliver the finished
jewelry to the customer, generally within three business days from
the order date.
A principal component of our value proposition is providing a high
quality customer experience. The Blue Nile customer experience is
designed to empower our customers by providing them with education,
guidance, selection and service. We believe that maintaining focus on
perfecting the customer experience is critical to our ongoing efforts
to promote the Blue Nile brand and to continue to profitably grow our
business.
Our key initiatives for 2008 include continuing to enhance the Blue
Nile customer experience and maintaining our efficient and lean cost
structure. In addition, we plan to continue to drive international
growth and expand the Blue Nile customer experience to consumers
around the world.
Quarter ended March 30, 2008 Highlights
During the quarter, there was a weakening in the U.S. consumer
environment which affected the U.S. retail sector overall and
impacted our sales results for the period. We believe the U.S.
economic environment will continue to be a factor in our sales growth
as we move forward in 2008. During the quarter, we expanded our international
business by offering our products to customers in over 20 new
countries outside of the United States through our U.S. and U.K.
websites. Our international net sales totaled $5.7 million for the
quarter ended March 30, 2008, compared to $2.5 million for the
quarter ended April 1, 2007.
11
Results of Operations
Comparison of the Quarter Ended March 30, 2008 to the Quarter Ended April 1, 2007
The following table presents our operating results for the quarters ended March 30, 2008 and April
1, 2007, respectively, including a comparison of the financial results for these periods (dollars
in thousands, except per share data):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended |
|
|
|
|
|
|
|
|
|
March 30, |
|
|
April 1, |
|
|
|
|
|
|
|
|
|
2008 |
|
|
2007 |
|
|
$ Change |
|
|
% Change |
|
Net sales |
|
$ |
70,460 |
|
|
$ |
67,910 |
|
|
$ |
2,550 |
|
|
|
3.8 |
% |
Cost of sales |
|
|
56,536 |
|
|
|
54,661 |
|
|
|
1,875 |
|
|
|
3.4 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
13,924 |
|
|
|
13,249 |
|
|
|
675 |
|
|
|
5.1 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and
administrative expenses |
|
|
10,898 |
|
|
|
9,564 |
|
|
|
1,334 |
|
|
|
13.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
3,026 |
|
|
|
3,685 |
|
|
|
(659 |
) |
|
|
-17.9 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income, net |
|
|
835 |
|
|
|
973 |
|
|
|
(138 |
) |
|
|
-14.2 |
% |
Other income |
|
|
91 |
|
|
|
203 |
|
|
|
(112 |
) |
|
|
-55.2 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income, net |
|
|
926 |
|
|
|
1,176 |
|
|
|
(250 |
) |
|
|
-21.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes |
|
|
3,952 |
|
|
|
4,861 |
|
|
|
(909 |
) |
|
|
-18.7 |
% |
Income tax expense |
|
|
1,381 |
|
|
|
1,698 |
|
|
|
(317 |
) |
|
|
-18.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
2,571 |
|
|
$ |
3,163 |
|
|
$ |
(592 |
) |
|
|
-18.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per share |
|
$ |
0.16 |
|
|
$ |
0.20 |
|
|
$ |
(0.04 |
) |
|
|
-20.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per share |
|
$ |
0.16 |
|
|
$ |
0.19 |
|
|
$ |
(0.03 |
) |
|
|
-15.8 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales
Sales in the U.S. were impacted by the softening in the consumer
environment, as discussed earlier. Net sales in the U.S. totaled
$64.7 million for the quarter ended March 30, 2008, compared to $65.4
million for the quarter ended April 1, 2007. International sales
experienced robust growth of 124% in the quarter, increasing to $5.7
million from $2.5 million in the first quarter a year ago.
Gross Profit
The increase in gross profit in the quarter ended March 30, 2008 compared to the quarter ended
April 1, 2007 resulted primarily from our sales growth for the period. Gross profit as a percentage of
net sales was 19.8% in the quarter ended March 30, 2008 compared to 19.5% in the quarter ended
April 1, 2007. The increase in gross profit margin resulted
primarily from product pricing decisions, improved costs form
procurement intitiatives and product mix, partially offset by cost
increases of metal components of our jewelry products that were not
fully passed on to customers.
We expect that gross profit will
fluctuate in the future based primarily on changes in product acquisition costs, product mix and
pricing decisions.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased 13.9% to $10.9 million in the first quarter
of 2008 compared to the first quarter of 2007 due to several factors. Marketing costs increased
approximately $0.5 million due to increased spending
on search and other online marketing vehicles to drive higher sales volumes. Stock-based
compensation increased approximately $0.5 million in the quarter ended March 30, 2008 to $1.7
million compared to the quarter ended April 1, 2007
12
due to the number and fair value of stock
options expensed under SFAS 123R. Payroll and related costs increased approximately $0.2 million in
the quarter ended March 30, 2008 compared to the quarter ended April 1, 2007 due primarily to the
hiring of new employees. Credit card processing fees increased approximately $0.1 million in the
quarter ended March 30, 2008 compared to the quarter ended April 1, 2007 due primarily to higher
sales volume. Occupancy costs related to our U.K. fulfillment center and the expansion of our U.S.
fulfillment facility added approximately $0.1 million to expenses in the first quarter of 2008
compared to the first quarter of 2007. As a percentage of net sales, selling, general and
administrative expenses were 15.5% and 14.1% in the quarters ended March 30, 2008 and April 1,
2007, respectively.
We expect selling, general and administrative expenses to increase in absolute dollars in future
periods as a result of our marketing effort to drive increases in net sales, growth in our
fulfillment and customer service operations to support higher sales volumes, increases in credit
card processing fees, additional personnel, and other volume related and corporate expenses.
Other Income, Net
Other income, net consists primarily of interest income. The decrease in interest income in the
quarter ended March 30, 2008 as compared to the quarter ended April 1, 2007 is due to a decrease in
interest rates and lower cash balances.
Liquidity and Capital Resources
As of March 30, 2008, working capital totaled $16.0 million, including cash and cash equivalents of
$42.7 million and inventory of 19.5 million, partially offset by accounts payable of $44.2 million.
We believe that our current cash and cash equivalents, as well as cash flows from operations, will
be sufficient to continue our operations and meet our capital needs for the foreseeable future.
Net cash of $38.3 million was used in operating activities for the quarter ended March 30, 2008,
compared to cash used in operating activities of $26.2 million for the quarter ended April 1, 2007.
Cash was provided by earnings of $2.6 million for the quarter ended March 30, 2008 and earnings of
$3.2 million for the quarter ended April 1, 2007. Net payments of payables totaled $41.7 million
for the quarter ended March 30, 2008 and $28.4 million for the quarter ended April 1, 2007. In the
first quarter, we generally have a significant pay down of our accounts payable balance that was
built up during the fourth quarter holiday season. The volume of sales in the fourth quarter ended
December 30, 2007 was greater than the volume of sales in the fourth quarter ended December 31,
2006, resulting in an increase in the net payment of payables in the quarter ended March 30, 2008
compared to the quarter ended April 1, 2007. This payment cycle reflects what we believe to be the
beneficial working capital characteristics of our business model, wherein we collect cash from
customers within several business days following a related sale while we typically have longer
payment terms with our suppliers.
Net cash used in investing activities was $0.5 million for the quarter ended March 30, 2008,
compared to $10.3 million for the quarter ended April 1, 2007. Cash used in investing activities
for the quarter ended March 30, 2008 related primarily to the purchases of property and equipment
to support our expanded operations. Cash used in investing activities for the quarter ended April
1, 2007 related primarily to net purchases of marketable securities of $10.1 million.
Net cash used in financing activities for the quarter ended March 30, 2008 was $41.4 million,
related primarily to repurchases of Blue Nile, Inc. common stock. During the quarter ended March
30, 2008, we purchased 990,700 shares of our common stock for approximately $41.7 million. On
February 2, 2006, our board of directors authorized the repurchase of up to $100 million of the
Companys common stock within the 24-month period following the approval date of the repurchase
program. This repurchase program expired on February 2, 2008. On July 27, 2006, our board of
directors authorized the repurchase of up to $50 million of the Companys common stock within the
24-month period following the approval date of the repurchase program. On February 6, 2008, our
board of directors authorized the repurchase of up to an additional $100 million of Blue Nile, Inc.
common stock during the 24-month period following the approval date of such additional
repurchase. As of March 30, 2008, a total of $108.3 million
remains under our repurchase authorizations. The shares may be repurchased from time to time in open market transactions or in
negotiated transactions off the market. The timing and amount of any shares repurchased is
determined by the Companys management based on its evaluation of market conditions and other
factors. Repurchases may also be made under a Rule 10b5-1 plan, which would permit shares to be
repurchased when the Company might otherwise be precluded from doing so under insider trading laws.
13
Cash used in financing activities for the quarter ended April 1, 2007 was $12.8 million, related
primarily to repurchases of Blue Nile, Inc. common stock.
Contractual Obligations
There have been no material changes to the contractual obligations during the period covered by
this report, outside of the ordinary course of business, from those disclosed in our Annual Report
on Form 10-K for the year ended December 30, 2007.
Off-Balance Sheet Arrangements
As of March 30, 2008, we did not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future material effect on our financial condition, changes
in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Companys exposure to financial market risk results primarily from fluctuations in interest
rates and foreign currency exchange rates. There have been no material changes to our market risks
as disclosed in our Annual Report on Form 10-K for the year ended December 30, 2007.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
During the quarter ended March 30, 2008, an evaluation was performed under the supervision and with
the participation of our management, including our chief executive officer and principal financial
and accounting officer (collectively, our certifying officers), of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act). Disclosure
controls and procedures are controls and other procedures designed to ensure that information
required to be disclosed by us in our periodic reports filed or submitted under the Exchange Act
with the Securities and Exchange Commission (SEC) is recorded, processed, summarized and reported
within the time periods specified by the SECs rules and SEC reports. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed by an issuer in the reports that it files or submits under the Exchange
Act is accumulated and communicated to the issuers management, including its principal executive
and principal financial officers, or persons performing similar functions, as appropriate to allow
timely decisions regarding required disclosure. Based on their evaluation, our certifying officers
concluded that as of the end of the period covered by this report, these disclosure controls and
procedures are effective in the timely recording, processing, summarizing and reporting of material
financial and non-financial information and are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and
communicated to management, including our principal executive and principal financial officers, or
persons performing similar functions, as appropriate to allow timely decisions regarding required
disclosure.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended
March 30, 2008, that our certifying officers concluded materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
14
PART II. OTHER INFORMATION
Item 1A. Risk Factors
You should carefully consider the risks described below and elsewhere in this report, which could
materially and adversely affect our business, results of operations or financial condition. In
those cases, the trading price of our common stock could decline and you may lose all or part of
your investment. For the current quarter, there have been no material changes to the risk factors
discussed below since we filed our Form 10-K for the fiscal year ended December 30, 2007.
Our limited operating history makes it difficult for us to accurately forecast net sales and
appropriately plan our expenses.
We were incorporated in March 1999 and have a limited operating history. As a result, it is
difficult to accurately forecast our net sales and plan our operating expenses. We base our current
and future expense levels on our operating forecasts and estimates of future net sales. Net sales
and operating results are difficult to forecast because they generally depend on the volume and
timing of the orders we receive, which are uncertain. Additionally, our business is affected by
general economic and business conditions in the U.S. and internationally. A softening in net sales,
whether caused by changes in customer preferences or a weakening in the U.S. or global economies,
may result in decreased revenue growth. Some of our expenses are fixed, and, as a result, we may
be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in
net sales. This inability could cause our net income in a given quarter to be lower than expected.
We also make certain assumptions when forecasting the amount of expense we expect related to our
stock-based compensation, which includes the expected volatility of our stock price, the expected
life of options granted and the expected rate of stock option forfeitures. These assumptions are
partly based on historical results. If actual results differ from our estimates, our net income in
a given quarter may be lower than expected.
We expect our quarterly financial results to fluctuate, which may lead to volatility in our stock
price.
We expect our net sales and operating results to vary significantly from quarter to quarter due to
a number of factors, including changes in:
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demand for our products; |
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the costs to acquire diamonds and precious metals; |
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our ability to attract visitors to our websites and convert those visitors into
customers; |
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general economic conditions, both domestically and internationally; |
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our ability to retain existing customers or encourage repeat purchases; |
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our ability to manage our product mix and inventory; |
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wholesale diamond prices; |
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consumer tastes and preferences for diamonds and fine jewelry; |
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our ability to manage our operations; |
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the extent to which we provide for and pay taxes; |
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stock-based compensation expense as a result of the nature, timing and amount of stock
options granted, the underlying assumptions used in valuing these options, the estimated
rate of stock option forfeitures and other factors; |
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advertising and other marketing costs; |
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our, or our competitors, pricing and marketing strategies; |
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the introduction of competitive websites, products, price decreases or improvements; |
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conditions or trends in the diamond and fine jewelry industry; |
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conditions or trends in the Internet and e-commerce industry; |
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the success of our geographic, service and product line expansions; |
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foreign exchange rates; |
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interest rates; and |
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costs of expanding or enhancing our technology or websites. |
As a result of the variability of these and other factors, our operating results in future quarters
may be below the expectations of public market analysts and investors. In this event, the price of
our common stock may decline.
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Our revenues are influenced by general economic cycles.
Luxury products, such as diamonds and fine jewelry, are discretionary purchases for consumers. The
volume and dollar value of such purchases may significantly decrease during economic downturns. The
success of our business depends in part on many macroeconomic factors, including market downturns,
consumer confidence, employment levels, salary levels, tax rates and credit availability, all of
which affect consumer spending and disposable income. Any reduction in consumer spending or
disposable income would harm our business and results of operations and may affect us more
significantly than companies in other industries and companies with a diversified product offering.
As a result of seasonal fluctuations in our net sales, our quarterly results may fluctuate and
could be below expectations.
We have experienced and expect to continue to experience seasonal fluctuations in our net sales. In
particular, a disproportionate amount of our net sales has been realized during the fourth quarter
as a result of the December holiday season, and we expect this seasonality to continue in the
future. Approximately 35%, 36%, and 36% of our net sales in the years ended December 30, 2007,
December 31, 2006, and January 1, 2006, respectively, were generated during the fourth quarter of
each year. In anticipation of increased sales activity during the fourth quarter, we may incur
significant additional expenses, including higher inventory of jewelry and additional staffing in
our fulfillment and customer support operations. If we were to experience lower than expected net
sales during any future fourth quarter, it would have a disproportionately large impact on our
operating results and financial condition for that year. Further, we may experience an increase in
our net shipping cost due to complimentary upgrades, split-shipments, and additional long-zone
shipments necessary to ensure timely delivery for the holiday season. We also experience
considerable fluctuations in net sales in periods preceding other annual occasions such as
Valentines Day and Mothers Day. In the future, our seasonal sales patterns may become more
pronounced, may strain our personnel and fulfillment activities and may cause a shortfall in net
sales as compared to expenses in a given period, which would substantially harm our business and
results of operations.
Our failure to acquire quality diamonds and fine jewelry at commercially reasonable prices would
result in higher costs and lower net sales and damage our competitive position.
If we are unable to acquire quality diamonds and fine jewelry at commercially reasonable prices,
our costs may exceed our forecasts, our gross margins and operating results may suffer and our
competitive position could be damaged. The success of our business model depends, in part, on our
ability to offer quality products to customers at prices that are below those of traditional
jewelry retailers. A majority of the worlds supply of rough diamonds is controlled by a small
number of diamond mining firms. As a result, any decisions made to restrict the supply of rough
diamonds by these firms to our suppliers could substantially impair our ability to acquire diamonds
at commercially reasonable prices, if at all. We do not currently have any direct supply
relationship with these firms. Our ability to acquire diamonds and fine jewelry is also
substantially dependent on our relationships with various suppliers. Approximately 21%, 21% and 25%
of our payments to our diamond and fine jewelry suppliers in the years ended December 30, 2007,
December 31, 2006 and January 1, 2006, respectively, were made to our top three suppliers. Our
inability to maintain and expand these and other future diamond and fine jewelry supply
relationships on commercially reasonable terms or the inability of our current and future suppliers
to maintain arrangements for the supply of products sold to us on commercially reasonable terms
would substantially harm our business and results of operations.
Suppliers and manufacturers of diamonds as well as retailers of diamonds and diamond jewelry are
vertically integrated and we expect they will continue to vertically integrate their operations
either by developing retail channels for the products they manufacture or acquiring sources of
supply, including, without limitation, diamond mining operations for the products that they sell.
To the extent such vertical integration efforts are successful, some of the fragmentation in the
existing diamond supply chain could be eliminated, and our ability to obtain an adequate supply of
diamonds and fine jewelry from multiple sources could be limited and our competitors may be able to
obtain diamonds at lower prices.
Our failure to meet customer expectations with respect to price would adversely affect our business
and results of operations.
Demand for our products has been highly sensitive to pricing changes. Changes in our pricing
strategies have had and may continue to have a significant impact on our net sales, gross margins
and net income. In the past, we have instituted retail price changes as part of our strategy to
stimulate growth in net sales and optimize gross profit. We may institute similar price changes in
the future. Such price changes may not result in an increase in net sales or in the optimization of
gross profits. In addition, many external factors, including the costs to acquire diamonds and
precious metals and our competitors pricing and
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marketing strategies, can significantly impact our pricing strategies. If we fail to meet customer
expectations with respect to price in any given period, our business and results of operations
would suffer.
Our net sales may be negatively affected if we are required to charge taxes on purchases.
We do not collect or have imposed upon us sales or other taxes related to the products we sell,
except for certain corporate level taxes, sales taxes with respect to purchases by customers
located in the State of Washington, and certain taxes required to be collected on sales to
customers outside of the United States of America. The State of New York has recently enacted
legislation that may require us to collect sales taxes on purchases by customers located in New
York. Additionally, one or more states or foreign countries may seek to impose sales or other tax
collection obligations on us in the future. A successful assertion by one or more states or foreign
countries that we should be collecting sales or other taxes on the sale of our products could
result in substantial tax liabilities for past sales, discourage customers from purchasing products
from us, decrease our competitive advantage with respect to traditional retailers or otherwise
substantially harm our business and results of operations.
Currently, decisions of the U.S. Supreme Court restrict the imposition of obligations to collect
state and local sales and use taxes with respect to sales made over the Internet. However,
implementation of the restrictions imposed by these Supreme Court decisions is subject to
interpretation by state and local taxing authorities. While we believe that these Supreme Court
decisions currently restrict state and local taxing authorities outside the State of Washington
from requiring us to collect sales and use taxes from purchasers located within their
jurisdictions, taxing authorities outside the State of Washington could disagree with our
interpretation of these decisions. Moreover, a number of states, as well as the U.S. Congress, have
been considering various initiatives that could limit or supersede the Supreme Courts position
regarding sales and use taxes on Internet sales. If any state or local taxing jurisdiction were to
disagree with our interpretation of the Supreme Courts current position regarding state and local
taxation of Internet sales, or if any of these initiatives were to address the Supreme Courts
constitutional concerns and result in a reversal of its current position, we could be required to
collect sales and use taxes from purchasers located in states other than Washington. The imposition
by state and local governments of various taxes upon Internet commerce could create administrative
burdens for us and could decrease our future net sales.
We may not succeed in continuing to establish the Blue Nile brand, which would prevent us from
acquiring customers and increasing our net sales.
A significant component of our business strategy is the continued establishment and promotion of
the Blue Nile brand. Due to the competitive nature of the online market for diamonds and fine
jewelry, if we do not continue to establish our brand and branded products, we may fail to build
the critical mass of customers required to substantially increase our net sales. Promoting and
positioning our brand will depend largely on the success of our marketing and merchandising efforts
and our ability to provide a consistent, high quality customer experience. To promote our brand and
branded products, we have incurred and will continue to incur substantial expense related to
advertising and other marketing efforts.
A critical component of our brand promotion strategy is establishing a relationship of trust with
our customers, which we believe can be achieved by providing a high quality customer experience. In
order to provide a high quality customer experience, we have invested and will continue to invest
substantial amounts of resources in the development and functionality of our multiple websites,
technology infrastructure, fulfillment operations and customer service operations. Our ability to
provide a high quality customer experience is also dependent, in large part, on external factors
over which we may have little or no control, including, without limitation, the reliability and
performance of our suppliers, third-party jewelry assemblers, third-party carriers and networking
vendors. During our peak seasons, we rely on temporary employees to supplement our full-time
customer service and fulfillment employees. Temporary employees may not have the same level of
commitment to our customers as our full-time employees. If our customers are dissatisfied with the
quality of the products or the customer service they receive, or if we are unable to deliver
products to our customers in a timely manner or at all, our customers may stop purchasing products
from us. We also rely on third parties for information, including product characteristics and
availability that we present to consumers on our websites, which may, on occasion, be inaccurate.
Our failure to provide our customers with high quality customer experiences for any reason could
substantially harm our reputation and adversely impact our efforts to develop Blue Nile as a
trusted brand. The failure of our brand promotion activities could adversely affect our ability to
attract new customers and maintain customer relationships, and, as a result, substantially harm our
business and results of operations.
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In order to increase net sales and to sustain or increase profitability, we must attract customers
in a cost-effective manner.
Our success depends on our ability to attract customers in a cost-effective manner. We have
relationships with providers of online services, search engines, directories and other websites and
e-commerce businesses to provide content, advertising banners and other links that direct customers
to our websites. We rely on these relationships as significant sources of traffic to our websites.
Our agreements with these providers generally have terms of one year or less. If we are unable to
develop or maintain these relationships on acceptable terms, our ability to attract new customers
would be harmed. In addition, many of the parties with which we have online-advertising
arrangements could provide advertising services to other online or traditional retailers, including
retailers with whom we compete. As competition for online advertising has increased, the cost for
these services has also increased. A significant increase in the cost of the marketing vehicles
upon which we rely could adversely impact our ability to attract customers in a cost-effective
manner and harm our business and results of operations.
We face significant competition and may be unsuccessful in competing against current and future
competitors.
The retail jewelry industry is intensely competitive, and we expect competition in the sale of
diamonds and fine jewelry to increase and intensify in the future. Increased competition may result
in price pressure, reduced gross margins and loss of market share, any of which could substantially
harm our business and results of operations. Current and potential competitors include:
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independent jewelry stores; |
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retail jewelry store chains, such as Tiffany & Co. and Bailey Banks & Biddle; |
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other online retailers that sell jewelry, such as Amazon.com; |
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department stores, chain stores and mass retailers, such as Nordstrom and Neiman Marcus; |
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online auction sites, such as eBay; |
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catalog and television shopping retailers, such as Home Shopping Network and QVC; and |
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discount superstores and wholesale clubs, such as Wal-Mart and Costco Wholesale. |
In addition to these competitors, we may face competition from suppliers of our products that
decide to sell directly to consumers, either through physical retail outlets or through online
stores.
Many of our current and potential competitors have advantages over us, including longer operating
histories, greater brand recognition, existing customer and supplier relationships, and
significantly greater financial, marketing and other resources. In addition, traditional
store-based retailers offer consumers the ability to physically handle and examine products in a
manner that is not possible over the Internet as well as a more convenient means of returning and
exchanging purchased products.
Some of our competitors seeking to establish an online presence may be able to devote substantially
more resources to website systems development and exert more leverage over the supply chain for
diamonds and fine jewelry than we can. In addition, larger, more established and better capitalized
entities may acquire, invest or partner with traditional and online competitors as use of the
Internet and other online services increases. Our online competitors can duplicate many of the
products, services and content we offer, which could harm our business and results of operations.
We may be unsuccessful in further expanding our operations internationally.
To date, we have made limited international sales, but we have recently expanded our operations to
include a fulfillment operation in Ireland to serve customers acquired through our United Kingdom
website. Additionally, we have increased our product offerings and marketing and sales efforts
throughout Europe, Canada and the Asia-Pacific region and anticipate continuing to expand our
international sales and operations in the future either by expanding local versions of our website
for foreign markets or through acquisitions or alliances with third parties. Any international
expansion plans we choose to undertake will increase the complexity of our business, require
attention from management and other personnel and cause additional strain on our operations,
technology systems, financial resources and our internal financial control and reporting functions.
Further, our expansion efforts may be unsuccessful. We have minimal experience in selling our
products in international markets and in conforming to the local cultures, standards or policies
necessary to successfully compete in those markets. Outside of the United Kingdom and Canada, we
have very limited web content localized for foreign markets and we cannot be certain that we will
be able to expand our global presence if we choose to further expand internationally. In addition,
we may have to compete with retailers that have more experience with local markets. Our ability to
expand and succeed internationally may also be limited by the demand for our products, the ability
of our brand to resonate with foreign consumers and the adoption of electronic commerce in these
markets. Different privacy, censorship and liability standards
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and regulations and different
intellectual property laws in foreign countries may prohibit expansion into such markets or cause
our business and results of operations to suffer.
Our current and future international operations may also fail to succeed due to other risks
inherent in foreign operations, including:
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the need to develop new supplier and jeweler relationships; |
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international regulatory requirements and tariffs; |
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difficulties in staffing and managing foreign operations; |
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longer payment cycles from credit card companies; |
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greater difficulty in accounts receivable collection; |
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our reliance on third-party carriers for product shipments to our customers; |
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risk of theft of our products during shipment; |
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limited shipping and insurance options for us and our customers; |
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potential adverse tax consequences; |
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foreign currency exchange risk; |
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lack of infrastructure to adequately conduct electronic commerce transactions or
fulfillment operations; |
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unclear foreign intellectual property protection laws; |
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laws and regulations related to corporate governance and employee/employer
relationships; price controls or other restrictions on foreign currency; |
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difficulties in obtaining export, import or other business licensing requirements; |
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increased payment risk and greater difficulty addressing credit card fraud; |
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consumer and data protection laws; |
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lower levels of adoption or use of the Internet; and |
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geopolitical events, including war and terrorism. |
Our failure to successfully expand our international operations may cause our business and results
of operations to suffer.
We rely on our suppliers, third-party carriers and third-party jewelers as part of our fulfillment
process, and these third parties may fail to adequately serve our customers.
We significantly rely on our suppliers to promptly ship us diamonds ordered by our customers. Any
failure by our suppliers to sell and ship such products to us in a timely manner will have an
adverse effect on our ability to fulfill customer orders and harm our business and results of
operations. Our suppliers, in turn, rely on third-party carriers to ship diamonds to us, and in
some cases, directly to our customers. We also rely on third-party carriers for product shipments
to our customers. We and our suppliers are therefore subject to the risks, including employee
strikes and inclement weather, associated with such carriers abilities to provide delivery
services to meet our and our suppliers shipping needs. In addition, for some customer orders we
rely on third-party jewelers to assemble the product. Our suppliers, third-party carriers or
third-party jewelers failure to deliver high-quality products to us or our customers in a timely
manner or to otherwise adequately serve our customers would damage our reputation and brand and
substantially harm our business and results of operations.
If our fulfillment operations are interrupted for any significant period of time, our business and
results of operations would be substantially harmed.
Our success depends on our ability to successfully receive and fulfill orders and to promptly and
securely deliver our products to our customers. Most of our inventory management, jewelry assembly,
packaging, labeling and product return processes are performed in a single fulfillment center
located in the United States. This facility is susceptible to damage or interruption from human
error, fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war,
break-ins, earthquake and similar events. We have recently added another fulfillment center in
Ireland that would also be susceptible to these events. Our business interruption insurance may be
insufficient to compensate us for losses that may occur in the event operations at our fulfillment
centers are interrupted. We have recently expanded our existing fulfillment center located in the
United States. Any interruptions in our fulfillment center operations for any significant period of
time, could damage our reputation and brand and substantially harm our business and results of
operations.
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We rely on the services of our key personnel, any of whom would be difficult to replace.
We rely upon the continued service and performance of key technical, fulfillment and senior
management personnel. If we lose any of these personnel, our business could suffer. Competition for
qualified personnel in our industry is intense. We
believe that our future success will depend on our continued ability to attract, hire and retain
key employees. Other than for our Executive Chairman, we do not have key person life insurance
policies covering any of our employees.
We face the risk of theft of our products from inventory or during shipment.
We have experienced and may continue to experience theft of our products while they are being held
in our fulfillment centers or during the course of shipment to our customers by third-party
shipping carriers. We have taken steps to prevent such theft. However, if security measures fail,
losses exceed our insurance coverage or we are not able to maintain insurance at a reasonable cost,
we could incur significant losses from theft, which would substantially harm our business and
results of operations.
If the single facility where substantially all of our computer and communications hardware is
located fails, our business, results of operations and financial condition would be harmed.
Our ability to successfully receive and fulfill orders and to provide high quality customer service
depends in part on the efficient and uninterrupted operation of our computer and communications
systems. Substantially all of the computer hardware necessary to operate our websites is located at
a single leased facility. Our systems and operations are vulnerable to damage or interruption from
human error, fire, flood, power loss, telecommunications failure, terrorist attacks, acts of war,
break-ins, earthquake and similar events. We do not presently have redundant systems in multiple
locations and our business interruption insurance may be insufficient to compensate us for losses
that may occur. In addition, our servers are vulnerable to computer viruses, denial of service
attacks, physical or electronic break-ins and similar disruptions, which could lead to
interruptions, delays, loss of critical data, the inability to fulfill customer orders or the
unauthorized disclosure of confidential customer data. The occurrence of any of the foregoing risks
could substantially harm our business and results of operations.
Our failure to protect confidential information of our customers and our network against security
breaches could damage our reputation and brand and substantially harm our business and results of
operations.
A significant barrier to online commerce and communications is the secure transmission of
confidential information over public networks. Our failure to prevent security breaches could
damage our reputation and brand and substantially harm our business and results of operations.
Currently, a majority of our sales are billed to our customers credit card accounts directly. We
rely on encryption and authentication technology licensed from third parties to effect secure
transmission of confidential information, including credit card numbers. Advances in computer
capabilities, human errors, new discoveries in the field of cryptography or other developments may
result in a compromise or breach of the technology used by us to protect customer transaction data.
In addition, any party who is able to illicitly obtain a users password could access the
customers transaction data. An increasing number of websites and Internet companies have reported
breaches of their security. Any such compromise of our security could damage our reputation,
business and brand and expose us to a risk of loss or litigation and possible liability, which
would substantially harm our business, and results of operations. In addition, anyone who is able
to circumvent our security measures could misappropriate proprietary information or cause
interruptions in our operations, damage our computers or those of our users, or otherwise damage
our reputation and business. These issues are likely to become more difficult as we expand the
number of countries in which we operate. We may need to expend significant resources to protect
against security breaches or to address problems caused by breaches.
We rely exclusively on the sale of diamonds and fine jewelry for our net sales, and demand for
these products could decline.
Our net sales and results of operations are highly dependent on the demand for diamonds and diamond
jewelry, particularly engagement rings. Should prevailing consumer tastes for diamonds decline or
customs with respect to engagement shift away from the presentation of diamond jewelry, demand for
our products would decline and our business and results of operations would be substantially
harmed.
The significant cost of diamonds results in part from their scarcity. From time to time, attempts
have been made to develop and market synthetic stones and gems to compete in the market for
diamonds and diamond jewelry. We expect such efforts to continue in the future. If any such efforts
are successful in creating widespread demand for alternative diamond products, demand and price
levels for our products would decline and our business and results of operations would be
substantially harmed.
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In recent years, increasing attention has been focused on conflict diamonds, which are diamonds
extracted from war-torn regions in Africa and sold by rebel forces to fund insurrection. Diamonds
are, in some cases, also believed to be used to fund terrorist activities in some regions. We
support the Kimberley Process, an international initiative intended to ensure diamonds are not
illegally traded to fund conflict. As part of this initiative, we require our diamond suppliers to
sign a statement
acknowledging compliance with the Kimberley Process, and invoices received for diamonds purchased
by us must include a certification from the vendor that the diamonds are conflict free. In
addition, we prohibit the use of our business or services for money laundering or terrorist
financing in accordance with the USA Patriot Act. Through these and other efforts, we believe that
the suppliers from whom we purchase our diamonds seek to exclude conflict diamonds from their
inventories. However, we cannot independently determine whether any diamond we offer was extracted
from these regions. Current efforts to increase consumer awareness of this issue and encourage
legislative response could adversely affect consumer demand for diamonds.
Consumer confidence is dependent, in part, on the certification of our diamonds by independent
laboratories. A decline in the quality of the certifications provided by these laboratories could
adversely impact demand for our products. Additionally, a decline in consumer confidence in the
credibility of independent diamond grading certifications could adversely impact demand for our
diamond products.
Our jewelry offerings must reflect the tastes and preferences of a wide range of consumers whose
preferences may change regularly. Our strategy has been to offer primarily what we consider to be
classic styles of fine jewelry, but there can be no assurance that these styles will continue to be
popular with consumers in the future. If the styles we offer become less popular with consumers and
we are not able to adjust our product offerings in a timely manner, our net sales may decline or
fail to meet expected levels.
Our failure to effectively manage the growth in our operations may prevent us from successfully
expanding our business.
We have experienced, and in the future may experience, rapid growth in operations, which has
placed, and could continue to place, a significant strain on our operations, services, internal
controls and other managerial, operational and financial resources. To effectively manage future
expansion, we will need to maintain our operational and financial systems and managerial controls
and procedures, which include the following processes:
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transaction-processing and fulfillment; |
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inventory management; |
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customer support; |
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management of multiple supplier relationships; |
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operational, financial and managerial controls; |
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reporting procedures; |
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management of our facilities; |
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recruitment, training, supervision, retention and management of our employees; and |
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technology operations. |
If we are unable to manage future expansion, our ability to provide a high quality customer
experience could be harmed, which would damage our reputation and brand and substantially harm our
business and results of operations.
The success of our business may depend on our ability to successfully expand our product offerings.
Our ability to significantly increase our net sales and maintain and increase our profitability may
depend on our ability to successfully expand our product lines beyond our current offerings. If we
offer a new product category that is not accepted by consumers, the Blue Nile brand and reputation
could be adversely affected, our net sales may fall short of expectations and we may incur
substantial expenses that are not offset by increased net sales. Expansion of our product lines may
also strain our management and operational resources.
If we are unable to accurately manage our inventory of fine jewelry, our reputation and results of
operations could suffer.
Except for loose diamonds, substantially all of the fine jewelry we sell is from our physical
inventory. Changes in consumer tastes for these products subject us to significant inventory risks.
The demand for specific products can change between the time we order an item and the date we
receive it. If we under-stock one or more of our products, we may not be able to obtain additional
units in a timely manner on terms favorable to us, if at all, which would damage our reputation and
substantially harm our business and results of operations. In addition, if demand for our products
increases over time, we may be forced to
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increase inventory levels. If one or more of our products
does not achieve widespread consumer acceptance, we may be required to take significant inventory
markdowns, or may not be able to sell the product at all, which would substantially harm our
results of operations.
Repurchases of our common stock may not prove to be the best use of our cash resources.
On July 27, 2006, our board of directors authorized the repurchase of up to $50 million of Blue
Nile, Inc. common stock during the 24-month period following the approval date of such
repurchases. On February 6, 2008, our board of directors authorized the repurchase of up to an
additional $100 million of Blue Nile, Inc. common stock during the 24-month period
following the approval date of the additional repurchases. These repurchases and any repurchases we
may make in the future may not prove to be at optimal prices and our use of cash for the stock
repurchase program may not prove to be the best use of our cash resources and may adversely impact
our future liquidity.
We have foreign exchange risk.
The results of operations of our foreign subsidiary are exposed to foreign exchange rate
fluctuations. Upon translation from foreign currency into U.S. dollars, operating results may
differ materially from expectations, and we may record significant gains or losses. As we expand
our international operations, our exposure to exchange rate fluctuations may increase.
We have incurred significant operating losses in the past and may not be able to sustain
profitability in the future.
We experienced significant operating losses in each quarter from our inception in 1999 through the
second quarter of 2002. As a result, our business has a limited record of profitability and may not
continue to be profitable or increase profitability. If we are unable to acquire diamonds and fine
jewelry at commercially reasonable prices, if net sales decline or if our expenses otherwise exceed
our expectations, we may not be able to sustain or increase profitability on a quarterly or annual
basis.
Failure to adequately protect or enforce our intellectual property rights could substantially harm
our business and results of operations.
We rely on a combination of patent, trademark, trade secret and copyright law and contractual
restrictions to protect our intellectual property. These afford only limited protection. Despite
our efforts to protect and enforce our proprietary rights,
unauthorized parties have attempted, and
may in the future attempt, to copy aspects of our website features, compilation and functionality or
to obtain and use information that we consider as proprietary, such as the technology used to
operate our websites, our content and our trademarks. We have registered Blue Nile,
bluenile.com, the BN logo and the Blue Nile BN stylized logo as trademarks in the United States
and in certain other countries. Our competitors have, and other competitors may, adopt service
names similar to ours, thereby impeding our ability to build brand identity and possibly leading to
consumer confusion. In addition, there could be potential trade name or trademark infringement
claims brought by owners of other registered trademarks or trademarks that incorporate variations
of the term Blue Nile or our other trademarks. Any claims or consumer confusion related to our
trademarks could damage our reputation and brand and substantially harm our business and results of
operations.
We currently hold the bluenile.com, bluenile.co.uk and bluenile.ca Internet domain names and
various other related domain names. Domain names generally are regulated by Internet regulatory
bodies. If we lose the ability to use a domain name in a particular country, we would be forced to
either incur significant additional expenses to market our products within that country, including
the development of a new brand and the creation of new promotional materials and packaging, or
elect not to sell products in that country. Either result could substantially harm our business and
results of operations. The regulation of domain names in the United States and in foreign countries
is subject to change. Regulatory bodies could establish additional top-level domains, appoint
additional domain name registrars or modify the requirements for holding domain names. As a result,
we may not be able to acquire or maintain the domain names that utilize the name Blue Nile in all
of the countries in which we currently or intend to conduct business.
Litigation or proceedings before the U.S. Patent and Trademark Office or similar international
regulatory agencies may be necessary in the future to enforce our intellectual property rights, to
protect our trade secrets and domain names and to determine the validity and scope of the
proprietary rights of others. Any litigation or adverse priority proceeding could result in
substantial costs and diversion of resources and could substantially harm our business and results
of operations. We sell and intend to increasingly sell our products internationally, and the laws
of many countries do not protect our proprietary rights to as great an extent as do the laws of the
United States.
22
Assertions by third parties of infringement by us of their intellectual property rights could
result in significant costs and substantially harm our business and results of operations.
Third parties have, and may in the future, assert that we have infringed their technology or other
intellectual property rights. We cannot predict whether any such assertions or claims arising from
such assertions will substantially harm our business and results of operations. If we are forced to
defend against any infringement claims, whether they are with or without merit or are determined in
our favor, we may face costly litigation, diversion of technical and management personnel or
product shipment delays. Furthermore, the outcome of a dispute may be that we would need to develop
non-infringing technology or
enter into royalty or licensing agreements. Royalty or licensing agreements, if required, may be
unavailable on terms acceptable to us, or at all.
Increased product returns and the failure to accurately predict product returns could substantially
harm our business and results of operations.
We generally offer our customers an unconditional 30-day return policy that allows our customers to
return most products if they are not satisfied for any reason. We make allowances for product
returns in our financial statements based on historical return rates and current economic
conditions. Actual merchandise returns are difficult to predict and may differ from our allowances.
Any significant increase in merchandise returns above our allowances would substantially harm our
business and results of operations.
Interruptions to our systems that impair customer access to our websites would damage our
reputation and brand and substantially harm our business and results of operations.
The satisfactory performance, reliability and availability of our websites, transaction processing
systems and network infrastructure are critical to our reputation and our ability to attract and
retain customers and to maintain adequate customer service levels. Any future systems interruptions
or downtime or technical difficulties that result in the unavailability of our websites or reduced
order fulfillment performance could result in negative publicity, damage our reputation and brand
and cause our business and results of operations to suffer. We may be susceptible to such
disruptions in the future. We may also experience temporary system interruptions for a variety of
other reasons in the future, including power failures, failures of Internet service and
telecommunication providers, software or human errors or an overwhelming number of visitors trying
to reach our websites during periods of strong seasonal demand or promotions. Because we are
dependent in part on third parties for the implementation and maintenance of certain aspects of our
systems and because some of the causes of system interruptions may be outside of our control, we
may not be able to remedy such interruptions in a timely manner, or at all.
Purchasers of diamonds and fine jewelry may not choose to shop online, which would prevent us from
increasing net sales.
The online market for diamonds and fine jewelry is significantly less developed than the online
market for books, music, toys and other consumer products. If this market does not gain widespread
acceptance, our business may suffer. Our success will depend, in part, on our ability to attract
consumers who have historically purchased diamonds and fine jewelry through traditional retailers.
Furthermore, we may have to incur significantly higher and more sustained advertising and
promotional expenditures or price our products more competitively than we currently anticipate in
order to attract additional online consumers to our websites and convert them into purchasing
customers. Specific factors that could prevent consumers from purchasing diamonds and fine jewelry
from us include:
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concerns about buying luxury products such as diamonds and fine jewelry without a
physical storefront, face-to-face interaction with sales personnel and the ability to
physically handle and examine products; |
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delivery time associated with Internet orders; |
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product offerings that do not reflect consumer tastes and preferences; |
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pricing that does not meet consumer expectations; |
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concerns about the security of online transactions and the privacy of personal
information; |
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delayed shipments or shipments of incorrect or damaged products; |
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inconvenience associated with returning or exchanging Internet purchased items; and |
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usability, functions and features of our websites. |
23
If use of the Internet, particularly with respect to online commerce, does not continue to increase
as rapidly as we anticipate, our business will be harmed.
Our future net sales and profits are substantially dependent upon the continued growth in the use
of the Internet as an effective medium of business and communication by our target customers.
Internet use may not continue to develop at historical rates and consumers may not continue to use
the Internet and other online services as a medium for commerce. Highly publicized failures by some
online retailers to meet consumer demands could result in consumer reluctance to adopt the Internet
as a means for commerce, and thereby damage our reputation and brand and substantially harm our
business and results of operations.
In addition, the Internet may not be accepted as a viable long-term commercial marketplace for a
number of reasons, including:
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actual or perceived lack of security of information or privacy protection; |
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possible disruptions, computer viruses, spyware, phishing, attacks or other damage to
the Internet servers, service providers, network carriers and Internet companies or to
users computers; and |
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excessive governmental regulation. |
Our success will depend, in large part, upon third parties maintaining the Internet infrastructure
to provide a reliable network backbone with the speed, data capacity, security and hardware
necessary for reliable Internet access and services. Our business, which relies on a contextually
rich website that requires the transmission of substantial secure data, is also significantly
dependent upon the availability and adoption of broadband Internet access and other high speed
Internet connectivity technologies.
Our failure to address risks associated with payment methods, credit card fraud and other consumer
fraud could damage our reputation and brand and may cause our business and results of operations to
suffer.
Under current credit card practices, we are liable for fraudulent credit card transactions because
we do not obtain a cardholders signature. We do not currently carry insurance against this risk.
To date, we have experienced minimal losses from credit card fraud, but we face the risk of
significant losses from this type of fraud as our net sales increase and as we expand
internationally. Our failure to adequately control fraudulent credit card transactions could damage
our reputation and brand and substantially harm our business and results of operations.
Additionally, for certain payment transactions, including credit and debit cards, we pay
interchange and other fees, which may increase over time and raise our operating costs and lower
our operating margins.
We rely on our relationship with a third-party consumer credit company to offer financing for the
purchase of our products.
The purchase of the diamond and fine jewelry products we sell is a substantial expense for many of
our customers. We currently rely on our relationship with a single financial institution to provide
financing to our customers. If we are unable to maintain this or other similar arrangements, we may
not be able to offer financing alternatives to our customers, which may reduce demand for our
products and substantially harm our business and results of operations.
We may undertake acquisitions to expand our business, which may pose risks to our business and
dilute the ownership of our existing stockholders.
A key component of our business strategy includes strengthening our competitive position and
refining the customer experience on our websites through internal development. However, from time
to time, we may selectively pursue acquisitions of businesses, technologies or services.
Integrating any newly acquired businesses, technologies or services may be expensive and
time-consuming. To finance any acquisitions, it may be necessary for us to raise additional funds
through public or private financings. Additional funds may not be available on terms that are
favorable to us, and, in the case of equity financings, would result in dilution to our
stockholders. If we do complete any acquisitions, we may be unable to operate such acquired
businesses profitably or otherwise implement our strategy successfully. If we are unable to
integrate any newly acquired entities or technologies effectively, our business and results of
operations could suffer. The time and expense associated with finding suitable and compatible
businesses, technologies or services could also disrupt our ongoing business and divert our
managements attention. Future acquisitions by us could also result in large and immediate
write-offs or assumptions of debt and contingent liabilities, any of which could substantially harm
our business and results of operations. We have no current plans, agreements or commitments with
respect to any such acquisitions.
24
Our failure to rapidly respond to technological change could result in our services or systems
becoming obsolete and substantially harm our business and results of operations.
As the Internet and online commerce industries evolve, we may be required to license emerging
technologies useful in our business, enhance our existing services, develop new services and
technologies that address the increasingly sophisticated and varied needs of our prospective
customers and respond to technological advances and emerging industry standards and practices on a
cost-effective and timely basis. We may not be able to successfully implement new technologies or
adapt our websites, proprietary technologies and transaction-processing systems to customer
requirements or emerging industry standards. Our failure to do so would substantially harm our
business and results of operations. We may be required to upgrade existing technologies or business
applications, or implement new technologies or business applications. Our results
of operations may be affected by the timing, effectiveness and costs associated with the successful
implementation of any upgrades or changes to our systems and infrastructure.
We may have exposure to greater than anticipated tax liabilities.
We are subject to income, payroll, duties and other taxes in both the United States and foreign
jurisdictions. In the ordinary course of our business, there are many transactions and calculations
where the ultimate tax determination is uncertain. Our determination of our tax liability is always
subject to review by applicable tax authorities. Any adverse outcome of such a review could have a
negative effect on our operating results and financial condition. Although we believe our estimates
are reasonable, the ultimate tax outcome may differ from the amounts recorded in our financial
statements and may materially affect our financial results in the period or periods for which such
determination is made.
Government regulation of the Internet and e-commerce is evolving and unfavorable changes could
substantially harm our business and results of operations.
We are not currently subject to direct federal, state or local regulation other than regulations
applicable to businesses generally or directly applicable to retailing and online commerce.
However, as the Internet becomes increasingly popular, it is possible that laws and regulations may
be adopted with respect to the Internet, which may impede the growth of the Internet or other
online services. These regulations and laws may cover issues such as taxation, advertising,
intellectual property rights, freedom of expression, pricing, restrictions on imports and exports,
customs, tariffs, information security, privacy, data protection, content, distribution, electronic
contracts and other communications, the provision of online payment services, broadband residential
Internet access and the characteristics and quality of products and services. Further, the growth
of online commerce may prompt calls for more stringent consumer protection laws. Several states
have proposed legislation to limit the uses of personal user information gathered online or require
online companies to establish privacy policies. The Federal Trade Commission has also initiated
action against at least one online company regarding the manner in which personal information is
collected from users and provided to third parties. The adoption of additional privacy or consumer
protection laws could create uncertainty in Internet usage and reduce the demand for our products
and services.
We are not certain how our business may be affected by the application of existing laws governing
issues such as property ownership, copyrights, personal property, encryption and other intellectual
property issues, taxation, libel, obscenity, qualification to do business and export or import
matters. The vast majority of these laws were adopted prior to the advent of the Internet. As a
result, they do not contemplate or address the unique issues of the Internet and related
technologies. Changes in laws intended to address these issues could create uncertainty for those
conducting online commerce. This uncertainty could reduce demand for our products and services or
increase the cost of doing business as a result of litigation costs or increased fulfillment costs
and may substantially harm our business and results of operations.
We may need to implement additional finance and accounting systems, procedures and controls as we
grow our business and organization and to satisfy new reporting requirements.
As a public reporting company, we are required to comply with the Sarbanes-Oxley Act of 2002 and
the related rules and regulations of the SEC, including expanded disclosures and accelerated
reporting requirements and more complex accounting rules. Compliance with Section 404 of the
Sarbanes-Oxley Act of 2002 and other requirements may increase our costs and require additional
management time and resources. We may need to continue to implement additional finance and
accounting systems, procedures and controls to satisfy new reporting requirements. If our internal
control over financial reporting is determined to be ineffective, investors could lose confidence
in the reliability of our internal control over financial reporting, which could adversely affect
our stock price.
25
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(c) Below is a summary of stock repurchases during the quarter ended March 30, 2008.
Issuer Purchases of Equity Securities
(Dollars in thousands except per share amounts)
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Total number of |
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Approximate dollar |
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shares purchased as |
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value of shares that |
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part of publicly |
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may yet be |
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Total number of |
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Average price |
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announced plans or |
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purchased under the |
Period |
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shares purchased |
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paid per share |
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programs |
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plans or programs |
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(1) |
December 31, 2007 through
January 27, 2008 |
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$ |
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$ |
73,196 |
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January 28, 2008 through
February 24, 2008 |
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622,900 |
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$ |
42.31 |
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622,900 |
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$ |
123,644 |
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February 25, 2008 through
March 30, 2008 |
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367,800 |
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$ |
41.62 |
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367,800 |
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$ |
108,337 |
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Total shares purchased |
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990,700 |
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990,700 |
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(1) |
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On February 2, 2006, our board of directors authorized the repurchase of up to $100 million
of the Companys common stock within the 24-month period following the approval date of such
repurchase. This repurchase program expired on February 2, 2008. On July 27, 2006, our board
of directors authorized the repurchase of up to an additional $50 million of the Companys
common stock within the 24-month period following the approval date of such repurchase. On
February 6, 2008, our board of directors authorized the repurchase of up to an additional $100
million of Blue Nile, Inc. common stock during the 24-month period following the
approval date of such additional repurchase. The shares may be repurchased from time to
time in open market transactions or in negotiated transactions off the market. The timing and
amount of any shares repurchased is determined by the Companys management based on its
evaluation of market conditions and other factors. Repurchases may also be made under a Rule
10b5-1 plan, which would permit shares to be repurchased when the Company might otherwise be
precluded from doing so under insider trading laws. |
26
Item 6. Exhibits
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Exhibit |
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Number |
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Description |
3.1(1)
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Amended and Restated Certificate of Incorporation of Blue Nile, Inc. |
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3.2(2)
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Amended and Restated Bylaws of Blue Nile, Inc. |
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3.3(3)
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Amendment to the Bylaws of Blue Nile, Inc. |
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4.1
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Reference is made to Exhibits 3.1, 3.2 and 3.3. |
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4.2(4)
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Specimen Stock Certificate. |
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4.3(2)
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Amended and Restated Investor Rights Agreement dated June 29, 2001
by and between Blue Nile, Inc. and certain holders of Blue Nile,
Inc.s preferred stock. |
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10.1(5)
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Severance Agreement with Robin Easton, dated March 18, 2008. |
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31.1(6)
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Certification of Chief Executive Officer, as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
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31.2(6)
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Certification of Principal Financial and Accounting Officer, as
required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
as amended. |
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32.1(6)*
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Certification of Chief Executive Officer, as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,
and 18 U.S.C. Section 1350. |
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32 .2(6)*
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Certification of Principal Financial and Accounting Officer, as
required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended, and 18 U.S.C. Section 1350. |
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(1) |
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Previously filed as Exhibit 3.1 to Blue Nile, Inc.s Form 10-Q for
the quarterly period ended July 4, 2004 (No. 000-50763), as filed
with the Securities and Exchange Commission on August 6, 2004, and
incorporated by reference herein. |
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(2) |
|
Previously filed as the like numbered exhibit to Blue Nile, Inc.s
Registration Statement on Form S-1 (No. 333-113494), as filed with
the Securities and Exchange Commission on March 11, 2004, as amended,
and incorporated by reference herein. |
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(3) |
|
Previously filed as Exhibit 3.2 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on February 7, 2008, and incorporated by
reference herein. |
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(4) |
|
Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on June 19, 2006, and incorporated by reference
herein. |
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(5) |
|
Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on March 24, 2008, and incorporated by reference
herein. |
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(6) |
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Filed herewith. |
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* |
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The certifications attached as Exhibits 32.1 and 32.2 accompany this
quarterly report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Blue
Nile, Inc. for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended. |
27
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BLUE NILE, INC.
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Registrant |
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Date: May 7, 2008 |
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/s/ Terri K. Maupin |
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Terri K. Maupin |
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Principal Financial and Accounting Officer |
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(Principal Financial Officer and Duly Authorized Officer) |
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28
EXHIBIT INDEX
|
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Exhibit |
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Number |
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Description |
3.1(1)
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Amended and Restated Certificate of Incorporation of Blue Nile, Inc. |
|
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3.2(2)
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Amended and Restated Bylaws of Blue Nile, Inc. |
|
|
|
3.3(3)
|
|
Amendment to the Bylaws of Blue Nile, Inc. |
|
|
|
4.1
|
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Reference is made to Exhibits 3.1, 3.2 and 3.3. |
|
|
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4.2(4)
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|
Specimen Stock Certificate. |
|
|
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4.3(2)
|
|
Amended and Restated Investor Rights Agreement dated June 29, 2001
by and between Blue Nile, Inc. and certain holders of Blue Nile,
Inc.s preferred stock. |
|
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|
10.1(5)
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Severance Agreement with Robin Easton, dated March 18, 2008. |
|
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31.1(6)
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Certification of Chief Executive Officer, as required by
Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended. |
|
|
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31.2(6)
|
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Certification of Principal Financial and Accounting Officer, as
required by Rule 13a-14(a) of the Securities Exchange Act of 1934,
as amended. |
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32.1(6)*
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Certification of Chief Executive Officer, as required by
Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended,
and 18 U.S.C. Section 1350. |
|
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32.2(6)*
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Certification of Principal Financial and Accounting Officer, as
required by Rule 13a-14(b) of the Securities Exchange Act of 1934,
as amended, and 18 U.S.C. Section 1350. |
|
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(1) |
|
Previously filed as Exhibit 3.1 to Blue Nile, Inc.s Form 10-Q for
the quarterly period ended July 4, 2004 (No. 000-50763), as filed
with the Securities and Exchange Commission on August 6, 2004, and
incorporated by reference herein. |
|
(2) |
|
Previously filed as the like numbered exhibit to Blue Nile, Inc.s
Registration Statement on Form S-1 (No. 333-113494), as filed with
the Securities and Exchange Commission on March 11, 2004, as amended,
and incorporated by reference herein. |
|
(3) |
|
Previously filed as Exhibit 3.2 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on February 7, 2008, and incorporated by
reference herein. |
|
(4) |
|
Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on June 19, 2006, and incorporated by reference
herein. |
|
(5) |
|
Previously filed as Exhibit 10.1 to Blue Nile, Inc.s Current Report
on Form 8-K (No. 000-50763), as filed with the Securities and
Exchange Commission on March 24, 2008, and incorporated by reference
herein. |
|
(6) |
|
Filed herewith. |
|
* |
|
The certifications attached as Exhibits 32.1 and 32.2 accompany this
quarterly report on Form 10-Q pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 and shall not be deemed filed by Blue
Nile, Inc. for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended. |
29