CYBERIAN OUTPOST INC
10-Q, 1999-07-14
COMPUTER & COMPUTER SOFTWARE STORES
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- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                               ----------------

                                   FORM 10-Q
(Mark One)
[X]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934

  For the quarterly period ended May 31, 1999

[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934

                       Commission file number: 000-24659

                               ----------------

                            CYBERIAN OUTPOST, INC.
            (Exact name of registrant as specified in its charter)

               Delaware                              06-1419111
     (State or other jurisdiction                 (I.R.S. Employer
   of incorporation or organization)             Identification No.)

           25 North Main Street-PO Box 636, Kent, Connecticut 06757
                   (Address of principal executive offices)
                                                      (Zip Code)

       Registrant's telephone number, including area code (860) 927-2050

                               ----------------

  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 [X] No [_]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

  As of June 30, 1999, the registrant had 23,044,572 shares of common stock,
par value $.01 per share, outstanding.

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<PAGE>

                             CYBERIAN OUTPOST, INC.

                                     INDEX

<TABLE>
<CAPTION>
                                                                      Page No.
                                                                      --------
 <S>                                                                  <C>
 Part I--Financial Information:

    Item 1. Financial Statements:

            Balance Sheets, May 31, 1999 (Unaudited) and February
             28, 1999...............................................      3

            Statements of Operations, Three Months Ended May 31,
             1999 (Unaudited) and May 31, 1998 (Unaudited)..........      4

            Statements of Cash Flows, Three Months Ended May 31,
             1999 (Unaudited) and May 31, 1998 (Unaudited)..........      5

            Notes to Financial Statements (Unaudited)...............      6

    Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations....................      7

 Part II--Other Information

    Item 2. Changes in Securities and Use of Proceeds...............     11

    Item 6. Exhibits and Reports on Form 8-K........................     11

 Signature ..........................................................    12

 Exhibit Index ......................................................    13
</TABLE>


                                       2
<PAGE>

                         PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                             CYBERIAN OUTPOST, INC.

                                 Balance Sheets
                                 (In thousands)

<TABLE>
<CAPTION>
                                                         May 31,   February 28,
                                                          1999         1999
                                                       ----------- ------------
                                                       (unaudited)
<S>                                                    <C>         <C>
                        Assets
Current Assets:
  Cash and cash equivalents...........................  $ 21,240     $ 26,828
  Short-term investments..............................    25,848       28,735
  Accounts receivable, less allowance for doubtful
   accounts of $189 as of
   May 31, 1999 and $212 as of February 28, 1999......     3,054        3,441
  Inventories.........................................     6,352        5,750
  Prepaid expenses and other current assets...........       853          365
                                                        --------     --------
    Total current assets..............................    57,347       65,119
Property and equipment, net...........................     8,073        5,937
Other assets..........................................       400          408
                                                        --------     --------
    Total assets......................................  $ 65,820     $ 71,464
                                                        ========     ========
         Liabilities and Stockholders' Equity
Current Liabilities:
  Current portion of capital lease obligations........  $    505     $    501
  Accounts payable....................................     9,896        8,985
  Accrued expense.....................................     4,969        2,779
                                                        --------     --------
    Total current liabilities.........................    15,370       12,265
  Capital lease obligations, excluding current
   portion............................................       810          778
                                                        --------     --------
    Total liabilities.................................    16,180       13,043
Stockholders' equity:
  Common stock........................................       230          230
  Additional paid-in capital..........................    92,449       92,319
  Accumulated other comprehensive loss................      (162)        (106)
  Accumulated deficit.................................   (42,877)     (34,022)
                                                        --------     --------
    Total stockholders' equity........................    49,640       58,421
                                                        --------     --------
    Total liabilities and stockholders' equity........  $ 65,820     $ 71,464
                                                        ========     ========
</TABLE>

                See accompanying notes to financial statements.

                                       3
<PAGE>

                             CYBERIAN OUTPOST, INC.

                            Statements of Operations
                     (In thousands, except per share data)
                                  (unaudited)

<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                May 31,
                                                          --------------------
                                                            1999       1998
                                                          ---------  ---------
<S>                                                       <C>        <C>
Net sales................................................ $  32,680  $  11,562
Cost of sales............................................    29,267     10,520
                                                          ---------  ---------
  Gross profit...........................................     3,413      1,042
Operating expenses:
  Sales and marketing....................................     9,433      4,009
  General and administrative.............................     2,059        722
  Technology and development.............................     1,448        596
                                                          ---------  ---------
    Total operating expenses.............................    12,940      5,327
                                                          ---------  ---------
  Operating loss.........................................    (9,527)    (4,285)
Other income (expense), net..............................       672        129
                                                          ---------  ---------
  Net loss...............................................    (8,855)    (4,156)
Accretion of premium on preferred stock..................       --        (120)
Dividends applicable to preferred stockholders...........       --        (356)
                                                          ---------  ---------
  Net loss applicable to common stockholders............. $  (8,855) $  (4,632)
Basic and diluted net loss per share..................... $   (0.38) $   (0.69)
                                                          =========  =========
Weighted average shares outstanding......................    23,024      6,680
                                                          =========  =========
Pro forma basic and diluted net loss per share........... $   (0.38) $   (0.25)
                                                          =========  =========
Pro forma weighted average shares outstanding............    23,024     16,849
                                                          =========  =========
</TABLE>


                See accompanying notes to financial statements.

                                       4
<PAGE>

                            CYBERIAN OUTPOST, INC.

                           Statements of Cash Flows

                                (In thousands)
                                  (unaudited)
<TABLE>
<CAPTION>
                                                           Three months ended
                                                                May 31,
                                                           -------------------
                                                             1999      1998
                                                           --------- ---------
<S>                                                        <C>       <C>
Cash flows from operating activities:
 Net loss................................................. $ (8,855) $  (4,156)
 Adjustments to reconcile net loss to net cash used in
  operating activities:
 Depreciation and amortization............................      673        129
 Issuance of common stock options to employees............       51        101
 Provision for doubtful accounts..........................       75         20
 Loss on sales and maturities of short-term investments...       48        --
 (Increase) decrease in operating assets:
  Accounts receivable.....................................      312       (255)
  Inventories.............................................     (602)    (1,780)
  Prepaid expenses and other assets.......................     (480)    (2,881)
 Increase (decrease) in operating liabilities:
  Accounts payable........................................      911       (762)
  Accrued expenses........................................    2,190     (1,029)
                                                           --------  ---------
   Net cash used in operating activities..................   (5,677)   (10,613)
                                                           --------  ---------
Cash flows from investing activities:
 Purchases of property and equipment......................   (2,651)      (360)
 Purchases of short-term investments......................   (5,467)       --
 Proceeds from sales and maturities of short-term
  investments.............................................    8,250        --
                                                           --------  ---------
   Net cash provided by (used in) investing activities....      132       (360)
                                                           --------  ---------
Cash flows from financing activities:
 Repayment of notes payable...............................      --      (2,000)
 Repayment of capital lease obligations...................     (122)       (45)
 Proceeds from issuance of common stock warrants..........      --         545
 Proceeds from issuance of redeemable preferred stock.....      --      13,658
 Proceeds from issuance of common stock...................       79        --
                                                           --------  ---------
   Net cash provided by (used in) financing activities....      (43)    12,158
                                                           --------  ---------
Net increase (decrease) in cash and cash equivalents......   (5,588)     1,185
Cash and cash equivalents at the beginning of period......   26,828      7,325
                                                           --------  ---------
Cash and cash equivalents at the end of period............ $ 21,240  $   8,510
                                                           ========  =========
Supplemental disclosure of cash paid for interest and
 taxes:
 Interest................................................. $     29  $      26
                                                           ========  =========
 Taxes.................................................... $    --   $       4
                                                           ========  =========
</TABLE>

                See accompanying notes to financial statements.

Supplemental disclosure of non-cash transactions:

  During the three-month period ended May 31, 1999, we acquired office
equipment by incurring capital lease obligations of $158.

  During the three-month period ended May 31, 1998, we (i) increased the
Redeemable Series C Convertible Preferred Stock and decreased additional paid-
in capital by $476 to record accumulated dividends of $356 and accretion of
$120 on the Redeemable Series C Convertible Preferred Stock, (ii) acquired
office equipment by incurring capital lease obligations of $120 and (iii)
converted the $750 debenture into 163,043 shares of Series B Convertible
Preferred Stock.

                                       5
<PAGE>

                            CYBERIAN OUTPOST, INC.

                         Notes to Financial Statements
                                  (Unaudited)
                                 May 31, 1999

1. The accompanying unaudited financial statements have been prepared in
   accordance with generally accepted accounting principles for interim
   financial information and with the instructions to Form 10-Q and Article 10
   of Regulation S-X. Accordingly, they do not include all of the information
   and footnotes required by generally accepted accounting principles for
   complete financial statements. The preparation of financial statements in
   conformity with generally accepted accounting principles requires
   management to make estimates and assumptions that affect the reported
   amounts of assets and liabilities and the disclosure of contingent assets
   and liabilities at the date of the financial statements as well as the
   reported amounts of revenues and expenses during the reporting period.
   Actual results could differ from those estimates. In the opinion of
   management, all adjustments (consisting primarily of normal recurring
   accruals) considered necessary for a fair presentation have been included.
   Operating results for the three month period ended May 31, 1999 are not
   necessarily indicative of the results that may be expected for the year
   ending February 29, 2000.

2. We completed an initial public offering of our common stock on August 5,
   1998 (the "IPO"). A total of 4,000,000 shares of common stock were sold by
   us to the public at a price of $18.00 per share. The underwriting discount
   was $1.26 per share. The net proceeds after the underwriting discount and
   other IPO expenses were $65,499,000. Concurrent with the IPO, all of the
   shares of our Redeemable Series C Convertible Preferred Stock, and Series A
   and Series B Convertible Preferred Stock (the "Convertible Stock"), were
   converted into shares of common stock at a ratio of three shares of common
   stock for each share of Convertible Stock. As such, the 3,778,949 shares of
   Convertible Stock outstanding were converted into 11,336,847 shares of
   common stock.

3. Net loss per share is presented under Statement of Financial Accounting
   Standards No. 128, "Earnings per Share" (SFAS 128). In accordance with the
   pronouncement, the net loss applicable to common stockholders includes the
   accretion of and dividends on the Series C Redeemable Convertible Preferred
   Stock through the date of conversion to common stock. Weighted average
   shares outstanding includes the common stock resulting from the conversion
   of the Convertible Stock from the date of conversion through the end of the
   period.

   Pro forma net loss per share has been computed under SFAS 128, except that
   it reflects the conversion of the Convertible Stock as of the beginning of
   the earliest period presented or date of issuance, whichever is later.
   Therefore, the pro forma net loss per share does not include the accretion
   of or dividends on the Series C Redeemable Convertible Preferred Stock. The
   pro forma weighted average shares outstanding includes the common stock
   resulting from the conversion of the Convertible Stock as of the beginning
   of the earliest period presented or the date of issuance, whichever is
   later.

4. Comprehensive Loss

<TABLE>
<CAPTION>
                                                                May 31,
                                                           ------------------
                                                             1998      1998
                                                           --------  --------
                                                             (In thousands)
   <S>                                                     <C>       <C>
   The components of comprehensive loss, net of tax, are
    as follows:
   Net loss............................................... $ (8,855) $ (4,156)
   Other comprehensive loss, net of tax:
     Change in unrealized holding loss in available for
      sale securities.....................................      (56)      --
                                                           --------  --------
       Other comprehensive loss...........................      (56)      --
                                                           --------  --------
   Comprehensive loss..................................... $ (8,911) $ (4,156)
                                                           ========  ========
</TABLE>

                                       6
<PAGE>

                            CYBERIAN OUTPOST, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations

  The following discussion of the financial condition and results of
operations of the Company should be read in conjunction with the Financial
Statements, including the Notes thereto, of the Company included elsewhere in
this Form 10-Q.

Overview

  Cyberian Outpost, Inc. ("Outpost.com") is a leading global Internet-only
retailer of computer hardware, software and peripheral products to the
consumer and small office/home office marketplace. With more than 160,000
SKUs, we offer an online "superstore" at www.outpost.com that provides one-
stop shopping for domestic and international customers, 24 hours a day, seven
days a week. Our online store features a fun, easy to navigate interface,
competitive pricing, extensive product information and powerful search
capabilities.

  Although we have grown rapidly since our inception in 1995, we continue to
incur significant net losses. We believe that in order to continue our growth
and expansion, operating expenses will increase as a result of the financial
commitments required to further develop multiple marketing channels and
enhance our Web site's features and functionality. As such, we expect to
continue to incur increasing losses and generate negative cash flows from
operations for the near term. Since computer retailers typically have low
product gross margins, our ability to achieve profitability is dependent upon
our ability to substantially increase net sales. To the extent that our
marketing efforts do not result in significantly higher net sales, we will be
materially adversely affected. There can be no assurance that sufficient
revenues will be generated from the sale of our products to enable us to reach
or maintain profitability on a quarterly or annual basis. Although we have
experienced significant revenue growth since inception, such growth rates are
not sustainable at historic levels. In view of the rapidly evolving nature of
our business and our limited operating history, we believe that period-to-
period comparisons of our operating results, including our gross profit and
operating expenses as percentage of net sales, are not necessarily meaningful
and should not be relied upon as an indication of future performance.

  We anticipate that international sales will continue to represent a
significant portion of our overall revenue. Our international sales are
denominated in U.S. dollars and, therefore, those sales are not affected by
foreign currency translation. However, foreign currency fluctuations may
affect demand our products. In addition, international sales are subject to
diverse market factors such as the economic conditions of a given country or
region.

  We believe that the key factor affecting our long-term financial success is
our ability to attract and retain customers in a cost effective manner.
Currently, we seek to expand our customer base and encourage repeat buying
through multiple domestic and international sales and marketing programs. Such
programs include: (i) brand development, (ii) online and offline marketing and
promotional campaigns, (iii) linking programs with targeted Web sites, (iv)
personalized direct marketing programs designed to generate repeat sales from
existing customers and (v) strategic alliances with Internet content providers
and portal sites.

  We expect to experience significant fluctuations in our future operating
results due to a variety of factors, many of which are outside our control.
Factors that may affect our operating results include the frequency of new
product releases, success of strategic alliances, mix of product sales and
seasonality of sales typically experienced by retailers. Sales in the computer
retail industry are significantly affected by the release of new products.
Infrequent or delayed new product releases, when they occur, negatively impact
the overall growth in computer retail sales. Gross profit margins for
hardware, software and peripheral products vary widely, with computer hardware
generally having the lowest gross profit margins. While we have some ability
to affect our product mix through effective upselling of high margin products,
our sales mix will vary from period to period and our gross margins will
fluctuate accordingly.

                                       7
<PAGE>

Results of Operations: Three Months Ended May 31, 1999 and 1998

  Net Sales: Net sales are comprised of product sales, net of returns and
allowances, and advertising revenue derived from hardware manufacturers and
software publishers that pay for promotional placements our Web site. Product
sales are comprised of computer hardware, software and accessories. Net sales
increased by $21.1 million from $11.6 million for the quarter ended May 31,
1998 to $32.7 million for the quarter ended May 31, 1999. This increase was
primarily a result of increases in our customer base and repeat purchases from
existing customers. Revenues from advertising and other sources in the three
month periods ended May 31, 1999 and 1998 were not material.

  Cost of Sales: Cost of sales consists of the cost of the merchandise we
sell. Cost of sales increased $18.8 million from $10.5 million for the quarter
ended May 31, 1998 to $29.3 million for the quarter ended May 31, 1999. This
increase was the result of an increase in product sales volume. As a
percentage of net sales, our gross margin was 9.0% and 10.4% for the quarters
ended May 31, 1998 and May 31, 1999, respectively.

  Sales and Marketing: Sales and marketing expenses consist primarily of fees
paid to strategic partners, advertising and promotion costs, sales, marketing
and customer service personnel and related expenditures, as well as direct
selling expenses. For the quarter ended May 31, 1999, sales and marketing
expenses increased by $5.4 million from $4.0 million for the quarter ended May
31, 1998 to $9.4 million. As a percentage of net sales, sales and marketing
expense decreased from 34.7% for the quarter ended May 31, 1998 to 28.9% for
the quarter ended May 31, 1999. The dollar increases from quarter to quarter
were primarily a result of costs associated with higher advertising and
promotion costs related to building brand recognition and increasing sales,
higher warehouse, shipping and related costs, our TruePrice program, begun in
April, 1999, under which domestic customers are provided free delivery, and
the growth in sales and marketing staff. We intend to pursue more branding and
advertising campaigns and may enter into other marketing alliances and, as a
result, may experience increases in its sales and marketing expenses in future
periods.

  General and Administrative: General and administrative expense includes
administrative, finance and purchasing personnel and related costs, general
office and depreciation expenses, as well as professional fees. For the
quarter ended May 31, 1999, general and administrative expense increased by
$1.3 million from $722,000 for the quarter ended May 31, 1998 to $2.1 million.
The dollar increase in general and administrative expense from quarter to
quarter was primarily the result of increases in both executive and
administrative personnel, office expenses associated with such personnel,
depreciation, and professional and consulting fees. As a percentage of net
sales, general and administrative expense for the quarters ended May 31, 1999
and 1998 remained constant at 6.3%.

  Technology and Development: Technology and development expense includes
systems personnel and related costs, software support, technology development
costs and Web site hosting and communications expenditures. For the quarter
ended May 31, 1999, technology and development expense increased by $853,000
from $596,000 for the quarter ended May 31, 1998 to $1.4 million. As a
percentage of net sales, technology and development expense decreased from
5.2% for the quarter ended May 31, 1998 to 4.4% for the quarter ended May 31,
1999. The dollar increases in technology and development expense were
primarily a result of increases in systems personnel to maintain our Web site
and technology infrastructure, as well as systems and software upgrades and
enhancements required to support the growth in visitors to our Web site. We
anticipate that technology and development expense will increase in fiscal
2000 in absolute dollars as a result of growth in staffing and systems
support.

  Other Income, Net: Other income, net consists of interest income earned by
Outpost.com on short-term investments and overnight investments of our cash
balances in money market accounts offset by interest expense attributable to
lease financing agreements. For the quarter ended May 31, 1999, other income,
net increased by $543,000 from $129,000 for the quarter ended May 31, 1998 to
$672,000. This change was primarily a result of interest income from short-
term investment of our cash balances resulting from our sale of common stock
through our initial public offering completed on August 5, 1998.

                                       8
<PAGE>

  Net Loss: As a result of the foregoing factors, we incurred a net loss of
$8.9 million and $4.2 million in the three months ended May 31, 1999 and 1998,
respectively.

Liquidity and Capital Resources

  We used $5.7 million in cash to fund operations during the three months
ended May 31, 1999. During this period, our principal operating cash
requirements were to fund our net loss and for increases in inventories,
prepaid expenses and other assets, offset by increases in accounts payable and
accrued expenses. In addition, we generated $132,000 from investment
activities during the quarter ended May 31, 1999, including proceeds from the
sale and maturities of short-term investments of $8.3 million, offset by
purchases of short-term investments of $5.5 million and of property and
equipment of $2.7 million.

  As of May 31, 1999, we had $21.2 million in cash and cash equivalents
compared to $26.8 million as of February 28, 1999. As of May 31, 1999, our
material capital commitments consisted of $1.3 million in obligations
outstanding under capital leases.

  We have a $7.0 million "flooring" credit agreement with Deutsche Financial
Services Corporation ("DFS") pursuant to which DFS may, at its option, extend
credit to the us from time to time to purchase inventory from DFS approved
vendors or for other purposes. Under this agreement, we can purchase inventory
from certain vendors and elect to have these vendors invoice DFS instead of
us. DFS pays this invoice and in turn bills us on a periodic basis throughout
the month. If we pay this note within 30 days, we pay no interest. If the note
remains outstanding after 30 days, we must pay a .25% fee and interest accrues
at a variable rate based on the prime rate plus 2.5%. If the note remains
outstanding after 181 days, interest begins to accrue at the prime rate plus
6.5%. To date, we have paid all notes within 30 days and have incurred no
interest expense under this facility. All of our assets and the pledge of $2.5
million in cash instruments secure this facility. As of May 31, 1999, the we
had an outstanding balance of $2.2 million under this facility.

  We believe that our current cash and cash equivalents and short term
investments will be sufficient to meet our anticipated cash needs for working
capital and capital expenditures for at least the next 12 months. If available
cash and cash generated from operations is insufficient to satisfy our
liquidity requirements, we may seek to sell additional equity or debt
securities or obtain a credit facility. The sale of additional equity or
convertible debt securities could result in additional dilution to our
stockholders. There can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all.

  As of February 28, 1999, we had a net operating loss ("NOL") carryforward of
approximately $32.8 million, which begins to expire in February 2011. The
utilization of the NOL carryforward will be limited pursuant to the Tax Reform
Act of 1986, due to cumulative changes in ownership in excess of 50%.

Year 2000 Compliance

  The "Year 2000 Problem" arose because many existing computer programs use
only the last two digits to refer to a year. Therefore, these computer
programs may recognize a year that ends in "00" as the Year 1900 rather than
the Year 2000. This could result in a significant disruption of operations and
an inability to process certain transactions.

  Outpost.com's State of Readiness: We use a significant number of computer
software programs and operating systems in our internal operations, including
applications used in order processing, inventory management, distribution,
financial business systems and various administrative functions. To determine
the effect, if any, of the Year 2000 Problem on our operations, we began a
comprehensive audit of our internal information systems in June, 1998 to
determine if they are able to correctly interpret the upcoming Year 2000.
Based on our review to date, we believe that our principal information systems
correctly define the Year 2000 and thus, the impact of the Year 2000 Problem
will have no material effect on our systems. We are also in the process of
contacting third parties in an effort to determine the extent to which the
failure of these parties to

                                       9
<PAGE>

timely identify and correct their own problems associated with the Year 2000
Problem may affect us. The third parties include suppliers, strategic partners
and key service providers (including our contract warehouse and Web hosting
service provider). However, our review is ongoing and will continue through
the end of 1999.

  Costs Associated with the Year 2000 Problem: To date the costs incurred to
conduct the review of our internal information systems and to identify the
impact of the Year 2000 Problem on third parties have been immaterial and we
expect that the additional costs incurred to complete this review will also be
immaterial. However, the costs we incurred to address the Year 2000 Problem
could increase materially if in completing the review of our internal
information systems, we identify non-compliant systems which must be replaced
or modified or if we identify any other problem related to the Year 2000
Problem which must be addressed.

  Risks Associated with the Year 2000 Problem: To the extent that our
assessment fails to identify any non-compliant systems operated by Outpost.com
or by third parties, the Year 2000 Problem could have a material adverse
effect on our operations. Such failure could result in systems interruptions
or failures including the inability to process and ship orders, to collect
credit card payments and to provide effective customer service, which could
cause the loss of business and customers and could subject Outpost.com to
claims for damages. The severity of these possible problems would depend on
the nature of the problem and how quickly it could be corrected or an
alternate implemented, which is unknown at this time.

  Contingency Plan: We believe that our efforts towards Year 2000 compliance
are on schedule. We will continue to monitor the need for a contingency plan
based on the results of our Year 2000 compliance review.

Forward-Looking Statements

  This report may contain forward-looking statements. Such statements are
based on management's current expectations and are subject to a number of
factors and uncertainties that could cause actual results or outcomes to
differ materially from those described in such forward-looking statements.
These statements address or may address the following subjects: Year 2000
readiness, results of operations, customer growth and retention; expansion of
systems capacity and development of technology; losses or earnings; operating
expenses, including, without limitation, marketing expense and technology and
development expense; revenue growth; and international sales. We caution
investors that there can be no assurance that actual results, outcomes or
business conditions will not differ materially from those projected or
suggested in such forward-looking statements as a result of various factors,
including, among others, our limited operating history, unpredictability of
future revenues and operating results, the continued growth of online
commerce, risks associated with international sales, system failure and
capacity constraints and competitive pressures. For further information, refer
to the more specific factors and uncertainties discussed throughout this
report.

                                      10
<PAGE>

                          PART II. OTHER INFORMATION

Item 1. Legal Proceedings. Not Applicable

Item 2. Changes in Securities and Use of Proceeds

  In connection with our initial public offering, we sold 4,000,000 shares of
Common Stock, par value $.01 per share, and received net offering proceeds of
approximately $65.5 million. On July 30, 1998, the Securities and Exchange
Commission declared our Registration Statement on Form S-1 (File No. 333-
55819) effective. The following table sets forth our cumulative use of the net
offering proceeds as of May 31, 1999:

<TABLE>
      <S>                                                           <C>
      Construction of plant, building and facilities............... $ 1,700,000
      Purchase and installation of machinery and equipment.........   4,200,000
      Purchase of real estate......................................           0
      Acquisition of other business................................           0
      Repayment of indebtedness....................................     200,000
      Working capital..............................................  10,700,000
      Temporary investments:.......................................  25,800,000
       Cash and cash equivalents...................................  21,200,000
      All other purposes...........................................   1,700,000
</TABLE>

  The foregoing use of net proceeds does not represent a material change in
the use of net proceeds described in the Registration Statement.

Item 3. Defaults Upon Senior Securities. Not Applicable

Item 4. Submission of Matters to a Vote of Security Holders. Not Applicable

Item 5. Other Information. Not Applicable

Item 6. Exhibits and Reports on Form 8-K

(A) Exhibits

Exhibit No. 11 Computation of Loss per Share
Exhibit No. 27 Financial Data Schedule

(B) Reports on Form 8-K. Not Applicable.

                                      11
<PAGE>

                                   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.

Date: July 14, 1999

                                          CYBERIAN OUTPOST, INC.

                                          By:       /s/ Katherine N. Vick
                                             ----------------------------------
                                                     Katherine N. Vick
                                                Executive Vice President and
                                                   Chief Financial Officer
                                                 (Principal Accounting and
                                                     Financial Officer)

                                       12
<PAGE>

                             CYBERIAN OUTPOST, INC.

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
- -------
<S>      <C>
  11     Computation of Loss Per Share
  27     Financial Data Schedule
</TABLE>

                                       13

<PAGE>

                                                                      EXHIBIT 11

                             CYBERIAN OUTPOST, INC.

                         Computation of Loss per Share
                     (In thousands, except per share data)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                         Three months ended
                                                      -------------------------
                                                      May 31, 1999 May 31, 1998
                                                      ------------ ------------
<S>                                                   <C>          <C>
Basic and diluted:
  Net loss applicable to common stockholders.........   $(8,855)     $(4,632)
                                                        =======      =======
  Basic and diluted weighted average shares
   outstanding.......................................    23,024        6,680
                                                        =======      =======
  Basic and diluted loss per share...................   $ (0.38)     $ (0.69)
                                                        =======      =======
Pro forma basic and diluted:
  Pro forma net loss applicable to common
   stockholders......................................   $(8,855)     $(4,156)
                                                        =======      =======
  Basic and diluted weighted average shares
   outstanding.......................................    23,024       16,849
                                                        =======      =======
  Basic and diluted pro forma loss per share.........   $  (.38)     $ (0.25)
                                                        =======      =======
</TABLE>

                                       14

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000

<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          FEB-29-2000
<PERIOD-START>                             MAR-01-1999
<PERIOD-END>                               MAY-31-1999
<CASH>                                          21,240
<SECURITIES>                                    25,848
<RECEIVABLES>                                    3,243
<ALLOWANCES>                                       189
<INVENTORY>                                      6,352
<CURRENT-ASSETS>                                57,347
<PP&E>                                          10,051
<DEPRECIATION>                                   1,978
<TOTAL-ASSETS>                                  65,820
<CURRENT-LIABILITIES>                           15,370
<BONDS>                                            810
                                0
                                          0
<COMMON>                                           230
<OTHER-SE>                                       4,910
<TOTAL-LIABILITY-AND-EQUITY>                    65,820
<SALES>                                         32,680
<TOTAL-REVENUES>                                32,680
<CGS>                                           29,267
<TOTAL-COSTS>                                   12,940
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    75
<INTEREST-EXPENSE>                                  29
<INCOME-PRETAX>                                (8,855)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            (8,855)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   (8,855)
<EPS-BASIC>                                    (.38)
<EPS-DILUTED>                                    (.38)


</TABLE>


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